Richard Giroux
MeiraGTx HoldingsAbout Richard Giroux
Richard Giroux (age 52) is Chief Operating Officer (since March 2015) and Chief Financial Officer (since April 2019) of MeiraGTx. He holds a B.A. in Economics from Yale and previously served as a healthcare investor and hedge fund partner (Sarissa Capital; Meadowvale Partners; Sivik Global Healthcare), with earlier roles at Salomon Smith Barney and Goldman Sachs . Company pay-versus-performance disclosures show cumulative TSR of 25.65 in 2024, 29.57 in 2023, and 27.46 in 2022, alongside net losses of $(147.8)mm, $(84.0)mm, and $(129.6)mm respectively, contextualizing compensation alignment with shareholder outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sarissa Capital Management LP | Partner | 2014–2015 | Activist healthcare investing; capital markets and strategic transactions |
| Meadowvale Partners | Founding Partner & Healthcare PM | 2010–2012 | Built multi-strategy fund; led healthcare portfolio |
| Sivik Global Healthcare (formerly Argus Partners) | Partner | 2001–2008 | Specialist healthcare investing; sector expertise |
| Salomon Smith Barney; Goldman Sachs | Investment Banking | 1996–2001 | Corporate finance and capital markets foundation |
External Roles
| Organization | Role | Start Year | Notes |
|---|---|---|---|
| Hologen Limited | Advisory Board member; nominal equity interest | 2025 | Advisory role in AI-enabled clinical/biopharma collaboration |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $495,000 | $544,000 | $714,000 (increase approved Feb 2024, effective 7/1/2023) |
| Guaranteed Bonus (% of base) | 100% | 100% | 100% |
| Performance Bonus Target (% of base) | 50% | 50% | 50% |
| Actual Cash Bonus Paid ($) | $1,316,000 | $1,575,000 | $2,140,000 |
Notes: 2023 “Bonus” column includes $85,000 reflecting the 2023 portion of the mid-year base salary increase .
Performance Compensation
| Year (Grant for Performance Year) | Grant Date | Instrument | Shares | Grant-date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|---|
| 2022 → Granted Feb 2023 | 2/21/2023 | RSUs | 240,000 | $2,064,000 | RSUs: 50% at 2nd anniversary; 25% at 3rd and 4th anniversaries |
| 2022 → Granted Feb 2023 | 2/21/2023 | Options | 135,000 | $778,950 | Options: 25% at 1st anniversary; remainder monthly over 36 months |
| 2023 → Granted Jan 2024 | 1/2024 | RSUs | 620,000 | $3,819,200 | RSUs: 50% at 2nd anniversary; 25% at 3rd and 4th anniversaries |
| 2024 → Granted Apr 2025 | 4/2025 | RSUs | 950,000 | $6,042,000 | RSUs: 50% at 2nd anniversary; 25% at 3rd and 4th anniversaries |
Outstanding equity detail (as of 12/31/2024):
- Options exercisable/unexercisable include legacy grants (e.g., 3/4/2016: 48,956 exercisable @ $7.73 exp. 3/4/2026; 9/20/2017: 77,299 exercisable @ $2.64 exp. 9/20/2027; 1/10/2018: 96,624 exercisable @ $5.63 exp. 1/10/2028), plus 1/14/2021 (39,166 exercisable/834 unexercisable @ $16.43 exp. 1/14/2031) and 2/21/2023 (61,875 exercisable/73,125 unexercisable @ $8.60 exp. 2/21/2033) .
- Unvested RSUs by grant: 25,000 (1/14/2021), 105,000 (1/7/2022), 240,000 (2/21/2023), 620,000 (1/17/2024); market values at $6.09 close on 12/31/2024 shown in proxy .
Equity Ownership & Alignment
| Date | Total Beneficial Ownership (Shares) | % of Outstanding | Components/Notes |
|---|---|---|---|
| 3/31/2024 | 1,333,977 | 2.1% | Includes 403,399 options exercisable within 60 days; 85,000 shares via Aigle Healthcare Partners III LLC; 5,152 shares owned by spouse |
| 3/31/2025 | 1,440,462 | 1.8% | Includes 443,816 options exercisable within 60 days; 85,000 via Aigle Healthcare Partners III LLC; 5,152 spouse-owned |
Alignment policies and practices:
- Hedging prohibited (zero-cost collars, forwards, public options); pledging and margin accounts prohibited, with pre-clearance required for all insider transactions .
- Clawback policy adopted in 2023 per Nasdaq Rule 10D-1 (mandatory recovery of erroneously received incentive comp over prior 3 years) .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement Term | Initial 3-year term (Feb 2016) with automatic one-year renewals unless notice given ≥90 days before expiry |
| Cash Compensation Structure | Base salary; guaranteed annual bonus = 100% of base; performance bonus target = 50% of base |
| Strategic Collaboration Bonus | For upfront payments from collaborations; minimum 1% of upfront for Giroux; no cap on number per year |
| Termination – Death/Disability/Resignation (no good reason) | Base, guaranteed bonus, and performance bonus paid as if employment continued for an additional 12 months |
| Termination – Without Cause (incl. change in control), Non-renewal by Company, or Resignation for Good Reason | - 3 months’ notice or pay in lieu; - 24 months of base, guaranteed bonus, performance bonus (stub pro-ration); - 24 months of benefits; - Full vesting of incentive/deferred comp and acceleration of unvested equity; - If not yet granted, fully vested ordinary shares for owed awards; - Cash termination fee = 1% of “market value” of Company shares (90-day avg closing prices x total share count), plus payment of any taxes owed by the executive due to the termination fee |
| Good Reason / Cause Definitions | As detailed in proxy (diminution of role, reporting changes, change in control, salary reduction, relocation >15 miles, breach, illegal acts, hostile environment; and Cause including fraud/embezzlement/intentional misconduct) |
| Clawback Policy | Mandatory recoupment for restatements (3-year look-back) |
Change-in-control treatment for Giroux is encompassed under the “including due to a change in control” clause above (single-trigger style payments on qualifying termination scenarios) .
Performance & Track Record
- 2024 operational highlights include: RMAT designation for AAV2-hAQP1 (xerostomia); positive randomized, sham-controlled AAV-GAD bridging study in Parkinson’s; LCA4 pediatric responses and UK MAA path; multiple rare pediatric disease designations in IRD; successful UK and Ireland GMP authorizations; $60mm milestones from J&J; $51mm equity financing led by Sanofi .
- Pay-versus-performance: cumulative TSR and net income trends as reported: 2024 TSR 25.65; 2023 TSR 29.57; 2022 TSR 27.46; net income (loss) $(147.8)mm, $(84.0)mm, $(129.6)mm respectively .
Compensation Structure Analysis
- Shift toward larger RSU grants with longer initial vesting (first payout at year 2) elevates retention incentives: 620k RSUs granted for 2023 performance; 950k RSUs granted for 2024 performance .
- Guaranteed bonuses (100% of base) plus single-trigger style change-in-control severance reduce “at-risk” compensation sensitivity, though performance bonuses are discretionarily assessed on clinical, regulatory, transactional, corporate milestones (and in 2023, share price performance) .
- Termination fee includes payment of any taxes owed (tax gross-up characteristic), a shareholder-unfriendly feature .
Equity Award Vesting Detail (select outstanding grants as of 12/31/2024)
| Grant | Type | Shares/Status | Strike | Expiration | Vesting |
|---|---|---|---|---|---|
| 3/4/2016 | Option (Exercisable) | 48,956 | $7.73 | 3/4/2026 | 25% at 1st anniversary; monthly thereafter |
| 9/20/2017 | Option (Exercisable) | 77,299 | $2.64 | 9/20/2027 | As above |
| 1/10/2018 | Option (Exercisable) | 96,624 | $5.63 | 1/10/2028 | As above |
| 1/14/2021 | Option (Exerc./Unexerc.) | 39,166 / 834 | $16.43 | 1/14/2031 | As above |
| 2/21/2023 | Option (Exerc./Unexerc.) | 61,875 / 73,125 | $8.60 | 2/21/2033 | As above |
| 1/14/2021 | RSUs (Unvested) | 25,000; MV $152,250 | — | — | 50%/25%/25% at years 2/3/4 |
| 1/7/2022 | RSUs (Unvested) | 105,000; MV $639,450 | — | — | As above |
| 2/21/2023 | RSUs (Unvested) | 240,000; MV $1,461,600 | — | — | As above |
| 1/17/2024 | RSUs (Unvested) | 620,000; MV $3,775,800 | — | — | As above |
Investment Implications
- Retention vs selling pressure: Multi-year RSU schedules with initial vest at year 2 create retention hooks; anti-hedging/anti-pledging policies and pre-clearance requirements further mitigate opportunistic trading risk .
- Pay-for-performance alignment: Guaranteed 100% bonus and single-trigger style severance reduce downside sensitivity; however, large equity grants (with multi-year vesting) tie upside to long-term value creation and clinical execution .
- Governance red flags: Termination fee with tax payment (gross-up characteristic) and single-trigger change-in-control economics are shareholder-unfriendly features; monitor Compensation Committee approach and future say‑on‑pay outcomes .
- Ownership “skin in the game”: 1.8% beneficial ownership (including significant in-the-money/legacy options) indicates material alignment; continued disclosures show no pledging or hedging permitted under Company policy .
Note: Recent Form 4 insider trading details for Richard Giroux could not be retrieved within this session; for current selling/buying patterns, review EDGAR Form 4 filings or rerun insider-trades skill with authorization.