Stuart Naylor
MeiraGTx HoldingsAbout Stuart Naylor
Stuart Naylor, Ph.D., is Chief Development Officer at MeiraGTx, serving since April 2015; age 62 as of the 2025 proxy. He holds a B.Sc. in microbiology and virology (University of Warwick), an M.S. in Immunology (King’s College London), and a Ph.D. from the Imperial Cancer Research Fund with focus on ovarian cancer and cytokine biology . Company pay-versus-performance shows cumulative TSR values of 27.46 (2022), 29.57 (2023), and 25.65 (2024) and net losses of $129.6M, $84.0M, and $147.8M, respectively, framing the backdrop for incentive assessments tied to clinical and regulatory milestones rather than profitability .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Athena Vision Limited | Chief Executive Officer | Apr 2015–Apr 2016 | Led operations at biotech focused on ophthalmology; experience leveraged for MeiraGTx ocular programs |
| Coltivare Ltd. | Managing Director | Jun 2013–Apr 2015 | Healthcare consulting leadership; translational strategy experience |
| Oxford BioMedica plc | Executive Director & Chief Scientific Officer | 2008–2013 | Senior scientific leadership at a gene therapy company |
| Institute of Cancer Research (London) | Translational cancer research | Prior to 2008 | Academic translational research foundation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MeiraGTx Holdings plc | Director (Board) | Apr 2015–May 2019 | Governance and oversight during early growth; transitioned to executive-only role thereafter |
Fixed Compensation
| Metric ($USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $442,860 | $462,146 | $501,165 (paid in GBP; converted at $1.25511/£1) |
| Bonus | $560,000 | $600,000 | $600,000 |
| Stock Awards (Grant-date fair value) | $3,229,500 | $860,000 | $924,000 |
| Option Awards (Grant-date fair value) | — | $577,000 | — |
| Total Compensation | $4,232,360 | $2,499,146 | $2,025,165 |
Notes:
- 2024 GBP compensation converted per proxy methodology; Dr. Naylor elected to receive 10% pensionable amount as cash in 2024 .
Performance Compensation
| Category/Metric | Weighting | Target | Actual Evidence (2024) | Payout | Vesting Terms |
|---|---|---|---|---|---|
| Clinical milestones (xerostomia AAV2‑hAQP1) | Discretionary | Not disclosed | Phase 2 pivotal alignment; RMAT granted; significant PRO and saliva production improvements; no serious AEs/DLTs | $600,000 2024 bonus | RSUs: 50% at 2nd anniversary, 25% at 3rd/4th; options: 25% year 1, then monthly |
| Clinical milestones (AAV‑GAD Parkinson’s) | Discretionary | Not disclosed | Positive top-line bridging study; safety met; significant clinically meaningful efficacy at 26 weeks; preparing Phase 3 | Included in discretionary bonus | RSU/option schedules per plan |
| Pediatric retinal programs (AAV‑AIPL1 LCA4; designations) | Discretionary | Not disclosed | Responses in 11/11 children; UK Innovation Passport; FDA Rare Pediatric Disease Designations on multiple IRDs | Included in discretionary bonus | RSU/option schedules per plan |
| Manufacturing/regulatory (UK/IE facilities) | Discretionary | Not disclosed | UK GMP renewals; Ireland HPRA license adds viral vector manufacturing for clinical trials | Included in discretionary bonus | RSU/option schedules per plan |
| Strategic/financing (J&J milestones; Aug 2024 equity) | Discretionary | Not disclosed | $60M milestones received from JJIM; $51M equity financing led by Sanofi | Included in discretionary bonus | RSU/option schedules per plan |
Supplemental 2025 grants for 2024 performance: RSUs 100,000 to Dr. Naylor (FASB grant-date fair value $636,000); vest 50% at 2nd anniversary of grant, 25% at 3rd and 4th anniversaries .
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Total beneficial ownership | 943,372 shares |
| Ownership % of outstanding | 1.2% |
| Options exercisable within 60 days (as of Mar 31, 2025) | 320,081 shares |
| Hedging/Derivatives policy | Hedging, short sales, and derivatives in company stock prohibited (Insider Trading Compliance Policy) |
| Pledging of shares | No pledging disclosure; policy prohibits hedging/derivatives; pledging not explicitly permitted |
| Stock ownership guidelines | Not disclosed in proxy |
| Clawback | Nasdaq Rule 10D‑1 compliant clawback adopted in 2023 covering incentive comp for 3 years pre-restatement |
Outstanding equity awards at fiscal year-end (Dec 31, 2024) – Stuart Naylor
| Grant Date | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Expiration | RSUs Not Vested (#) | Market Value ($) |
|---|---|---|---|---|---|---|
| 3/4/2016 | 25,766 | — | 7.73 | 3/4/2026 | — | — |
| 9/20/2017 | 12,833 | — | 2.64 | 9/20/2027 | — | — |
| 1/10/2018 | 90,182 | — | 5.63 | 1/10/2028 | — | — |
| 12/29/2018 | 100,000 | — | 9.64 | 12/28/2028 | — | — |
| 1/14/2021 | 34,270 | 730 | 16.43 | 1/14/2031 | 23,750 | $144,638 |
| 1/7/2022 | — | — | — | — | 75,000 | $456,750 |
| 2/21/2023 | 45,833 | 54,167 | 8.60 | 2/21/2033 | 100,000 | $609,000 |
| 1/17/2024 | — | — | — | — | 150,000 | $913,500 |
Vesting mechanics
- Time-vested RSUs: 50% at the 2nd anniversary; 25% at the 3rd and 4th anniversaries (continued employment required) .
- Options: 25% at first anniversary; remaining vest monthly over 36 months (continued employment required) .
- Accelerated vesting upon certain terminations or change-in-control per agreements (see Employment Terms) .
Insider selling pressure outlook
- Near-term RSU vesting occurs on each award’s 3rd/4th anniversaries; April 2025 RSU grant begins vesting in 2027, reducing immediate sell pressure from that award .
- Hedging/derivatives prohibited, reducing risk of synthetic monetization .
Employment Terms
| Term | Detail |
|---|---|
| Role/Start date | Chief Development Officer since April 2015 |
| Agreement term | Unspecified term; terminable by either party with ≥12 months’ notice or pay in lieu |
| Base pay location | UK employment; eligible for 10% pension contribution; elected cash in 2024 |
| Non-compete/non-solicit | 12 months post-termination |
| Severance (non‑CIC) | Notice or pay in lieu (12 months) per employment agreement |
| Change-in-control (CIC) cash | If terminated within 12 months post‑CIC or 2 weeks pre‑CIC in connection: 1× (base salary + target bonus), plus earned unpaid prior-year bonus; continued benefits per plan terms |
| Equity in CIC | Immediate 100% vesting of time-based equity upon qualifying termination tied to CIC; performance-based equity per award agreement; if termination pre‑CIC, awards remain outstanding and become eligible to vest if CIC occurs within 2 weeks |
| Definition of CIC/Good Reason/Cause | Detailed definitions provided in CIC agreement (e.g., >50% voting power change, board turnover, major transactions; Good Reason includes >25% decreases in pay/bonus, material diminution in duties, relocation >30 miles; Cause includes fraud, felony, willful misconduct, breaches) |
| Clawback | Company-wide clawback policy compliant with Nasdaq Rule 10D‑1 (restatement-based, 3-year lookback) |
| Hedging/Pledging | Hedging/short sales/derivatives prohibited; no pledging disclosure |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 investment (Cumulative TSR) | 27.46 | 29.57 | 25.65 |
| Net Income (Loss), $000s | (129,615) | (84,027) | (147,791) |
Selected 2024 achievements impacting compensation decisions:
- Xerostomia program: RMAT designation; Phase 2 pivotal alignment; significant PRO and saliva outcomes; clean safety profile .
- AAV‑GAD (Parkinson’s): positive randomized bridging study; significant efficacy; Phase 3 planning .
- AAV‑AIPL1 (LCA4): meaningful visual responses in 11/11 children; UK Innovation Passport; FDA Rare Pediatric Disease Designation; UK MAA planned .
- Manufacturing: UK GMP renewals; Ireland HPRA licenses renewed and expanded to viral vector manufacturing for clinical trials .
- Strategic/financing: $60M milestones from Johnson & Johnson Innovative Medicine; $50M public offering (Sanofi led with $30M purchase) .
Investment Implications
- Alignment: Meaningful personal ownership (1.2%) and sizeable unvested time-vested RSUs and options tie Naylor’s wealth to long-term value creation; hedging prohibited and CIC terms accelerate time-based awards only upon qualifying termination, limiting misaligned windfalls .
- Retention/pressure: RSU schedules (50/25/25) and multiple legacy grants create staggered future vesting; 2025 RSU does not begin vesting until 2027, reducing near-term selling pressure; however, periodic vesting in 2025/2026 could create windows for liquidity .
- Pay-for-performance: Discretionary bonus reflects clinical, regulatory, manufacturing, and financing execution versus profitability, consistent with biotech development stage; clawback compliance and anti-hedging policies support governance quality .
- Change-in-control risk/reward: 1× cash severance plus full acceleration of time-based equity upon qualifying CIC termination provides protection without excessive multiples; definitions of Good Reason/Cause/CIC are standard, reducing execution risk of disputes .