Thomas Shenk
MeiraGTx HoldingsAbout Thomas E. Shenk, Ph.D.
Independent Class I director at MeiraGTx since June 2015; age 78. James A. Elkins Jr. Professor of Life Sciences, Princeton University (1984–2021), now Professor Emeritus; elected member of the U.S. National Academy of Sciences, National Academy of Medicine, and American Philosophical Society; B.S. University of Detroit; Ph.D. Rutgers University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Princeton University | James A. Elkins Jr. Professor of Life Sciences; Professor Emeritus | 1984–2021; Emeritus from 2021 | Academic leadership in molecular biology . |
| Merck & Co., Inc. | Director | 2001–2012 | Large-cap pharma board experience . |
| Kadmon Holdings, Inc. | Director | until June 2018 | Biopharma governance experience . |
| Vical Incorporated | Director | until August 2019 | Biotech governance experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| U.S. National Academy of Sciences | Member | — | Scientific distinction . |
| U.S. National Academy of Medicine | Member | — | Scientific distinction . |
| American Philosophical Society | Member | — | Scientific distinction . |
Board Governance
- Board class: Class I; nominated and re-elected in 2025 to serve through the 2028 AGM .
- Independence: Board determined Shenk is independent under Nasdaq rules .
- Committee assignments: Audit Committee member; Science & Technology Committee Chair .
- Attendance: In 2024 each incumbent director attended at least 75% of Board and committee meetings (Shenk included) . Executive sessions regularly held; chaired by independent Board Chair .
- Shareholder support: 2025 election results—FOR: 40,330,324; WITHHELD: 9,063,978; broker non-votes: 9,917,633 .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned in Cash ($) | 83,500 | 94,754 |
| Committee cash program (structure) | Annual cash fee $68,500; committee chair/member fees range $5,000–$31,500 | Annual cash fee $75,000; chair/member fees updated (e.g., Audit chair $25,000; Audit member $12,000; Sci&Tech chair $15,000) |
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Stock Awards ($) | 160,800 | 219,150 |
| Option Awards ($) | 103,427 | — |
| Annual equity award design | 2023: mix of options and RSUs; non-chair: 20,000 options + 20,000 RSUs; vest on earlier of day before next AGM or 1-year anniversary | 2024: RSUs only; non-chair: 45,000 RSUs; same vesting cadence |
| Deferred settlement election | Elected to defer RSU settlement (2024 grant) under director deferred compensation plan |
Other Directorships & Interlocks
| Company | Role | Status | Notes |
|---|---|---|---|
| Merck & Co., Inc. | Director | Past (2001–2012) | Large-cap pharma governance exposure . |
| Kadmon Holdings, Inc. | Director | Past (until 2018) | Sanofi later acquired Kadmon; Sanofi became an MGTX investor in 2024; no related-party transaction involving Shenk disclosed . |
| Vical Incorporated | Director | Past (until 2019) | Biotech governance exposure . |
Expertise & Qualifications
- Deep scientific credentials and oversight experience in pharma/biotech; brings research rigor and pipeline evaluation skills to MeiraGTx’s Science & Technology Committee .
- Audit Committee membership indicates financial literacy; Board confirms audit committee independence and literacy standards; audit chair designated financial expert is Harris .
Equity Ownership
| Component | Amount | Details |
|---|---|---|
| Total beneficial ownership (shares) | 349,989; less than 1% | Includes 142,513 options exercisable within 60 days; 50,000 deferred share units; 157,476 shares held by Double Epiphany, LLC (managed by Thomas E. Shenk and Lillian W. Chiang) . |
| RSUs outstanding (as of 12/31/2024) | 45,000 | Annual director RSU grant . |
| Deferred share units outstanding | 50,000 | Settled upon separation, change in control, or death per plan terms . |
| Hedging/pledging | Hedging, short sales, and transactions in publicly traded options prohibited by Insider Trading Compliance Policy . |
Fixed vs. Equity Mix and Signals
- 2024 director comp tilted more to RSUs (no options), aligning with updated program favoring RSU-only annual grants (45,000 RSUs for non-chair directors) .
- Cash retainer increased to $75,000 with refined committee fees, reflecting expanded governance workload while maintaining equity alignment through RSUs and deferrals .
Say-on-Pay & Shareholder Feedback (Company-level context)
- 2024 say-on-pay: FOR 49,265,710; AGAINST 367,185; ABSTAIN 46,173; broker non-votes 5,739,570—strong support .
- Frequency of say-on-pay: shareholders selected 3 years; Company adopted triennial cadence .
Potential Conflicts or Related-Party Exposure
- No related-party transactions disclosed involving Shenk personally. Company’s related-person transactions involved Perceptive (affiliated with a different director), J&J/JJDC, and Sanofi; Board uses a written review/approval policy via the Audit Committee .
- Indemnification agreements in place for all directors .
Governance Assessment
- Strengths: Independent status; chair of Science & Technology Committee—critical for gene therapy R&D oversight; member of Audit Committee; academic and prior big-pharma board background enhance board effectiveness; robust anti-hedging policy; strong shareholder support in 2025 election .
- Watch items: 2025 election withheld votes (~9.06M) merit ongoing engagement to understand shareholder concerns, though overall support remained decisively FOR .
- Alignment: RSU-heavy director equity with ability to defer settlement creates longer-term alignment; beneficial ownership includes DSUs and vested options, with no pledging/hedging permitted—supports investor confidence .
Appendix: Committee Roles Snapshot
| Committee | Role |
|---|---|
| Audit | Member . |
| Science & Technology | Chair . |