Jack Kaye
uniQureAbout Jack Kaye
Jack Kaye (age 81) is a Non-Executive Director of uniQure N.V., serving on the Board since 2016; he is Chair of the Audit Committee and a member of the Compensation Committee, and is designated an “audit committee financial expert.” He holds a BBA from Baruch College and is a Certified Public Accountant, following a long career as a Deloitte LLP partner (1978–2006), including Partner-in-Charge of Deloitte’s Tri-State Core Client practice for 20+ years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte LLP | Partner; Partner-in-Charge, Tri-State Core Client practice | 1978–2006 | Advised on accounting/reporting, SEC rules, governance, Sarbanes-Oxley; led practice for 20+ years |
| Keryx Biopharmaceuticals, Inc. (Nasdaq: KERX) | Director; Audit Committee Chair | 2006–2016 | Chaired audit committee |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dyadic International, Inc. (OTC: DYAI) | Director; Audit Committee Chair; Compensation Committee member | Since Feb 2015 | Chairs audit; serves on compensation committee |
| TDA Industries, Inc. (Private) | Director | Since Feb 2024 | Director (private company) |
Board Governance
- Independence and expertise: The Board determined Mr. Kaye is independent under Nasdaq and SEC standards; he is an “audit committee financial expert” and meets Nasdaq financial sophistication requirements .
- Board/committee service: Audit Committee (Chair), Compensation Committee (member). Audit met 7 times in 2024; Compensation met 8 times in 2024; each member attended at least 75% of meetings for their period of service .
- Board attendance: The Board met 9 times in 2024; each director attended at least 75% of Board and committee meetings, and all directors attended the 2024 Annual Meeting .
- Executive sessions: Meetings of independent directors without management are held regularly .
- Audit Committee responsibilities include oversight of financial reporting, internal controls, independent auditor selection and independence, and related-party transaction review; the Committee is empowered to engage independent advisors .
- Audit Committee report: The 2024 audited financials were recommended for inclusion in the Form 10-K by the Audit Committee; the report was signed by Chair Jack Kaye (with other members) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board retainer (non-executive director) | $45,000 | Board-approved program |
| Audit Committee chair retainer | $20,000 | Chair amount; members $10,000 |
| Compensation Committee member retainer | $7,500 | Chair $15,000 |
| Total 2024 fees earned (Jack Kaye) | $72,500 | Sum aligns with program ($45,000 + $20,000 + $7,500) |
Notes: Retainers are paid semi-annually; reasonable meeting-related expenses are reimbursed .
Performance Compensation
| Equity Element | 2024 Grant Value | Structure / Vesting |
|---|---|---|
| Stock options (annual grant) | $36,918 | One-half of annual director equity in options; 1-year vesting |
| RSUs (annual grant) | $36,926 | One-half of annual director equity in RSUs; 1-year vesting |
| Total 2024 equity (grant-date fair value) | $73,844 | Fair value per ASC 718 |
Additional context: The Compensation Committee reduced 2024 annual director equity grant values below the market 25th percentile relative to the peer group, citing the >70% share price decline in 2023 and dilution considerations .
Other Directorships & Interlocks
| Company | Listing | Current/Prior | Role(s) | Interlocks |
|---|---|---|---|---|
| Dyadic International, Inc. | OTC: DYAI | Current | Director; Audit Chair; Compensation Member | None disclosed; Compensation Committee interlocks: none |
| TDA Industries, Inc. | Private | Current | Director | N/A |
| Keryx Biopharmaceuticals, Inc. | Nasdaq: KERX | Prior | Audit Committee Chair | N/A |
Compensation Committee Interlocks and Insider Participation: None of the Compensation Committee members (including Mr. Kaye) has served as an officer/employee; no interlocks with other companies’ committees in 2024 .
Expertise & Qualifications
- CPA with extensive public company audit, accounting/reporting, and SEC governance experience; deep knowledge of Sarbanes-Oxley, debt financing, and financial oversight from Deloitte partnership .
- Designated “audit committee financial expert” and financially sophisticated under Nasdaq rules .
- Industry experience includes service on multiple life sciences boards and audit committees .
Equity Ownership
Beneficial ownership and equity positions:
| Metric | Dec 31, 2024 | Mar 31, 2025 |
|---|---|---|
| Options outstanding (total, incl. unexercisable) | 93,767 | — |
| RSUs outstanding (total, unvested) | 8,080 | — |
| Options exercisable or exercisable within 60 days | — | 77,927 |
| Outstanding ordinary shares (owned) | — | 6,501 |
| Total beneficial ownership (shares + near-term exercisable options) | — | 84,428; <1% of outstanding |
Shares outstanding as of Mar 31, 2025: 54,729,000 ordinary shares . The proxy denotes Mr. Kaye’s beneficial ownership as less than 1% .
Pledging/Hedging: No director pledging or hedging disclosures specific to Mr. Kaye were identified in the cited sections; related-party policies and reviews are overseen by the Audit Committee .
Governance Assessment
- Board effectiveness: Independent director with deep audit and SEC experience; Chairs Audit and serves on Compensation, with formal designation as audit committee financial expert—supports robust financial oversight .
- Engagement and independence: Board and committee attendance at or above the 75% threshold in 2024; regular executive sessions; independence affirmed by the Board .
- Pay design signals: Director equity grants are balanced between options and RSUs with one-year vesting; 2024 grant values were intentionally reduced below peer 25th percentile given share price/dilution context—indicative of shareholder sensitivity .
- Shareholder feedback: Say-on-pay has consistently passed; opposition increased in 2024 versus 2023, then decreased materially in 2025 (see table below) .
- Conflicts/related-party: No related-party transactions with directors or 5% holders in 2024; no compensation committee interlocks disclosed .
RED FLAGS
- None identified in 2024–2025 filings regarding related-party transactions, pledging, hedging, or compensation committee interlocks .
- Attendance disclosed only as “at least 75%,” not exact attendance; however, this meets common governance thresholds .
Shareholder Votes — Say-on-Pay (Advisory)
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| For (votes) | 30,883,737 | 29,174,332 | 20,150,415 | 32,363,219 |
| Against (votes) | 939,642 | 610,091 | 5,870,009 | 1,599,559 |
| Abstain (votes) | 13,034 | 13,729 | 40,148 | 119,528 |
Director Compensation Detail (2024)
| Name | Fees Earned ($) | Option Awards ($) | RSU Awards ($) | Total ($) |
|---|---|---|---|---|
| Jack Kaye | 72,500 | 36,918 | 36,926 | 146,344 |
Program elements: Annual director equity is split equally between options and RSUs with one-year vesting; committee chair/member retainers as noted in Fixed Compensation .
Related-Party Transactions
- Policy and oversight: Audit Committee reviews and approves related-party transactions; approval only if in, or not inconsistent with, the best interests of the Company .
- 2024 activity: The Company reports no related-party transactions with directors, senior management, or 5% holders during 2024 .