Stuart Henderson
About Stuart Henderson
Stuart Henderson is Chief Business Officer (CBO) of Passage Bio (NASDAQ: PASG), appointed effective August 1, 2024, after serving as Senior Vice President, Investor Relations and Corporate Development since February 2021, where he forged the company’s Gemma agreements and led external investor engagement; his remit includes supporting the company’s strategic pivot to progranulin-elevating genetic medicines for adult neurodegenerative disorders . He appears as the investor contact and as CBO across the company’s 2024–2025 earnings releases and corporate presentations, underscoring his leadership visibility with the market . PASG remains pre-revenue with continuing operating losses; for Q1 2025, net loss was $15.4M, highlighting the early-stage risk profile in which executive incentives must emphasize milestone execution over near-term P&L .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Passage Bio | Chief Business Officer | Aug 2024 – Present | Leadership role listed in 2025 corporate materials; investor-facing lead; supports strategic pivot to progranulin-elevating therapies . |
| Passage Bio | SVP, Investor Relations & Corporate Development | Feb 2021 – Aug 2024 | Forged Gemma agreements; built relationships with the investment and financial community . |
External Roles
- No external directorships or other outside roles for Henderson were disclosed in the company’s 2024–2025 SEC materials reviewed .
Fixed Compensation
| Year | Base salary | Target bonus % | Actual bonus paid | Notes |
|---|---|---|---|---|
| 2024 | Not disclosed | Not disclosed | Not disclosed | Henderson was appointed CBO on Aug 1, 2024; he is not listed as a “named executive officer” in the 2025 proxy, so no SCT detail is provided . |
Company-wide context: for NEOs in 2024 (CEO/CFO/GC), target bonus opportunities were 55% (CEO) and 40% (CFO/GC); bonuses were paid at 95–99% of target based on corporate and personal objectives (R&D, regulatory, financial, corporate) .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Not disclosed for Henderson | — | — | — | — | — |
Company-wide context: Annual bonuses for executive officers are based on corporate and individual objectives tied to R&D, regulatory, financial and general corporate goals; 2024 bonuses for NEOs paid at 95–99% of target .
Equity Ownership & Alignment
| Item | Status | Evidence |
|---|---|---|
| Total beneficial ownership (shares) | Not listed for Henderson in 2025 beneficial ownership table | 2025 DEF 14A provides a detailed table; Henderson is not among listed directors/NEOs/5% holders as of March 19, 2025 . |
| Ownership as % of outstanding | Not available | Not available because individual holdings are not disclosed for Henderson . |
| Hedging policy | Hedging prohibited for all employees/officers/directors | Insider Trading Policy forbids hedging transactions (e.g., collars, swaps, forwards) . |
| Clawback policy | Adopted Oct 12, 2023 (SEC Rule 10D-1 compliant) | Compensation Recovery Policy applies to Section 16 officers; recovers incentive comp paid in the 3 years preceding a restatement . |
| Equity overhang/capacity (company-wide) | 11.55M options outstanding; 11.41M shares available across plans (as of 12/31/24) | Equity plan table; also notes 2020 EIP “evergreen” increase of 3,103,089 shares on Jan 1, 2025 . |
Notes:
- The company discloses detailed option/RSU positions and vesting schedules for NEOs in 2024 but none for Henderson (not an NEO) .
- No pledging policy was disclosed in the retrieved materials; anti-hedging and clawback were disclosed .
Employment Terms
| Term | Disclosure |
|---|---|
| Appointment date & role | Appointed Chief Business Officer effective August 1, 2024 . |
| Employment agreement | No Henderson-specific employment or severance terms were disclosed in 8-Ks or proxies; company disclosed written employment agreements for NEOs (CEO/CFO/GC) with severance and change-in-control protections, but Henderson is not an NEO in 2024–2025 proxy . |
| Non-compete / non-solicit | Not disclosed for Henderson . |
| Change-in-control (CoC) | Not disclosed for Henderson; for context, NEO agreements include cash severance, target bonus (in CoC scenarios), COBRA premiums, and equity acceleration under specified terms . |
| Clawback eligibility | Policy applies to Section 16 officers; Henderson’s status as a Section 16 officer not specifically identified in filings retrieved . |
Performance & Track Record (role-linked signals)
- Strategic pivot: Company credits the team including Henderson with executing a strategic pivot to explore elevating progranulin for adult neurodegenerative disorders (e.g., FTD-GRN/FTD-C9orf72) .
- Investor engagement leadership: Henderson is the named investor contact across earnings releases and program updates during 2024–2025, reinforcing his market-facing role .
- Financial backdrop: Q1 2025 net loss of $15.4M highlights execution risk reliant on clinical and regulatory milestones rather than near-term revenue/EBITDA expansion .
- Disclosure regime: PASG is an emerging growth company and smaller reporting company, resulting in reduced executive compensation disclosures in periodic reports and proxies .
Compensation Governance & Peer Framework (company)
- Independent consultant (Pearl Meyer) engaged in 2023–2024 to set 2024 and 2025 executive compensation peer groups and assist with competitive assessments .
- Pay elements: Base salary reviewed annually; option-heavy long-term incentives used for retention and alignment; options were the primary 2024 equity awards for NEOs .
- Equity grant timing: Awards made on predetermined dates; no timing around MNPI; new-hire awards granted coincident with or just after start date .
Investment Implications
- Alignment: Anti-hedging and clawback policies enhance alignment and reduce risk of value-insensitive monetization; an option-heavy equity program for executives promotes upside alignment, though Henderson’s individual equity and ownership posture are not disclosed due to non-NEO status .
- Retention risk: Lack of disclosed Henderson-specific severance/CoC terms creates some opacity vs. NEOs; however, his 2024 promotion, stated strategic contributions (Gemma deals, progranulin pivot), and continued investor-facing role suggest organizational dependence that typically supports retention-focused equity grants (watch for subsequent Form 4s) .
- Trading signals: Monitor future Form 4 filings for initial award grants, vesting, or sales to gauge potential selling pressure; none were identified in the retrieved SEC document searches for Henderson during the period reviewed [Search scope: 2024–2025 8-Ks/DEF 14As show no Henderson Form 4s].
- Execution risk: With PASG pre-revenue and in clinical development, compensation should remain milestone-driven; investor communications under Henderson’s lead will be critical to sentiment around pivotal readouts and financing, given ongoing losses .
Sources: Appointment and biography/context ; leadership listings ; investor contact appearances ; compensation framework and peer-setting ; NEO bonus metrics and payments ; equity plan capacity ; 2024 NEO outstanding awards ; beneficial ownership table (no Henderson line item) ; clawback and anti-hedging policies ; Q1 2025 financials ; disclosure regime (EGC/Smaller Reporting Company) .