Jeannette Potts
uniQureAbout Jeannette Potts
Jeannette Potts, Ph.D., J.D., age 63, is Chief Legal and Compliance Officer and Corporate Secretary at uniQure (QURE), serving since May 2023; her credentials include a B.A. in biology (Smith), Ph.D. in anatomy and cell biology (University of Virginia), and J.D. cum laude (Suffolk University) . Company performance metrics tied to her incentive framework show corporate objectives achieved at 90% in 2023 and 110% in 2024, with her bonus aligned to the company’s overall achievement . In 2023 the Compensation Committee noted the company’s share price decline from $22.67 to $6.77 (over 70%) when calibrating 2024 equity grant values, emphasizing pay-for-performance and dilution considerations .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Executive legal consultant | Executive legal consultant | Oct 2022 – May 2023 | Senior legal advisory prior to joining uniQure |
| Forma Therapeutics Holdings, Inc. | SVP, General Counsel & Corporate Secretary | Sep 2019 – Oct 2022 | Led legal and corporate secretary functions at a public biotech |
| Takeda Pharmaceuticals (U.S. HQ) | Vice President, Legal | Mar 2013 – Mar 2015 | Senior legal leadership |
| Takeda Pharmaceuticals (U.S. HQ) | VP, Legal; Head, Global R&D Legal Practice Group | Mar 2015 – Mar 2019 | Led global R&D legal practice |
| Takeda Pharmaceuticals (U.S. HQ) | Vice President, Head Counsel, R&D | Mar 2019 – Aug 2019 | Head counsel for R&D |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary (contractual) | $465,000 | $481,000 (effective Jan 2024) |
| Salary (Summary Compensation Table) | $277,212 | $480,692 |
| Target bonus % | 40% | 40% |
| Actual cash bonus paid | $102,114 | $211,640 |
Performance Compensation
Annual Cash Incentive Structure and Outcomes
| Year | Base Salary (Reference) | Target Bonus % | Corporate Weighting | Individual Weighting | Achievement (Corporate & Individual) | Cash Bonus |
|---|---|---|---|---|---|---|
| 2023 | $465,000 | 40% | 80% | 20% | Corporate 90%; Individual 90% | $102,114 |
| 2024 | $481,000 | 40% | 80% | 20% | Overall 110%; Potts’ achievement aligned with company | $211,640 |
Equity Awards (Grants and Vesting)
| Award Type | Grant Date | Shares/Options | Exercise Price | Expiration | Vesting Schedule | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|---|
| Inducement Options | 2023 (effective 5/22/2023) | 81,300 | $20.18 | 2033 | 4 years; 25% at year 1, quarterly thereafter | — |
| Inducement RSUs | 6/13/2023 | 47,100 | — | — | 3 years; equal annual tranches | $318,867 (as of 12/31/2023 market value) |
| Annual Options | 3/1/2024 | 85,500 | $5.59 | 2034 | 4 years; 25% at year 1, quarterly thereafter | $277,020 |
| Annual RSUs | 3/1/2024 | 49,500 | — | — | 3 years; pro-rata annual vesting | $276,705 |
Corporate Performance Metrics Used in Bonuses
- 2023 corporate goals spanned clinical execution (AMT-130, mTLE, ALS-SOD1), HEMGENIX commercialization support, pipeline and platform advancement, culture, strategic planning, and capital conservation; aggregate achievement was 90% .
- 2024 corporate objectives emphasized regulatory path for Huntington’s, clinical progress across TLE/ALS/Fabry, HEMGENIX supply, corporate development, research/technology, culture/talent, capital conservation, and IT/compliance; aggregate achievement was 110% .
Equity Ownership & Alignment
Beneficial Ownership (as of March 31, 2025)
| Item | Amount |
|---|---|
| Outstanding Ordinary Shares owned | 20,341 |
| Options currently exercisable or exercisable within 60 days | 56,943 |
| Total beneficial ownership (shares + near-term exercisable options) | 77,284 |
| Shares outstanding (company) | 54,729,000 |
| Ownership as % of shares outstanding | ≈0.141% (77,284 ÷ 54,729,000) |
Outstanding Awards (as of December 31, 2024)
| Type | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration | Not-Yet-Vested RSUs (#) | Market Value of Not-Yet-Vested RSUs ($) |
|---|---|---|---|---|---|---|
| Option (2023 inducement) | 30,487 | 50,813 | $20.18 | 2033 | — | — |
| Option (2024 annual) | — | 85,500 | $5.59 | 2034 | — | — |
| RSU (inducement 2023) | — | — | — | — | 31,401 | $554,542 |
| RSU (annual 2024) | — | — | — | — | 49,500 | $874,170 |
Ownership Policies and Hedging/Pledging
- Stock ownership guidelines: Chief Legal Officer required to hold at least 1x annual base salary within five years of appointment; all Executive Officers have satisfied or are on track within the grace period .
- Insider Trading Policy prohibits margin accounts or pledging; no pledging exceptions requested by NEOs or directors for fiscal 2024 .
Insider Selling Pressure Indicators
- 2023: No option exercises or stock vesting reported for Dr. Potts in the “Option Exercises and Stock Vested” table .
Employment Terms
| Term | Details |
|---|---|
| Start date and role | Effective May 22, 2023; Chief Legal and Compliance Officer (Potts Employment Agreement) |
| Base pay & bonus eligibility | Base salary $465,000 at hire, reviewed annually; target bonus 40% of base |
| Inducement equity | Options to purchase 81,300 shares; RSUs 47,100 |
| Ongoing annual LTI eligibility | Eligible under 2014 Plan (options/RSUs/PSUs) |
| Severance (non-CoC) | Lump sums equal to current base salary + target bonus + pro-rata current-year bonus; 12 months COBRA premium payments/reimbursements |
| Severance (Change-of-Control; double trigger) | 150% of base salary + 150% of target bonus + pro-rata current-year bonus; 18 months COBRA premium payments/reimbursements |
| Agreement term & covenants | Continues year-to-year unless terminated; subject to confidentiality and restrictive covenants; compensation subject to clawback policy |
| Termination benefits sensitivity (as of 12/31/2024, share price $17.66) | Non-CoC: Cash severance $651,000; Pro-rata bonus $192,400; Health insurance $36,315; Total $879,715 . CoC: Cash severance $976,500; Pro-rata bonus $192,400; Accelerated RSUs $1,428,712; Accelerated options $1,031,985; Health insurance $54,472; Total $3,684,069 . |
Governance Policies Relevant to Compensation
- Clawback: Adopted Dec 2021, revised Dec 2023 (Nasdaq-compliant) requiring recoupment of excess performance-based compensation upon financial restatements; may extend to certain non-NEO employees in specified misconduct cases .
- Equity plan features: Options vest over 4 years; RSUs vest over 3 years; options cannot be repriced/exchanged if underwater without shareholder approval .
Investment Implications
- Alignment: Strong alignment via ownership guidelines (1x salary for CLCO) and time-based RSUs combined with performance-oriented options; no pledging permitted, reducing misalignment risk .
- Retention and CoC economics: Double-trigger CoC severance at 1.5x salary and 1.5x target bonus plus accelerated equity materially increases retention/transaction stability but could create meaningful dilution/value transfer under a sale scenario ($3.68M estimated at $17.66/share as of 12/31/2024) .
- Incentive outcomes: Bonus payouts reflect corporate achievement (90% in 2023; 110% in 2024), signaling pay tied to execution milestones (regulatory path, clinical progress, capital conservation) .
- Trading signals: 2024 outstanding unvested RSUs (80,901 total not-yet-vested) and unexercisable options (136,313 total) indicate future vesting/exercise windows that could influence insider selling dynamics around vest dates; no 2023 exercises reported for Potts .
- Equity grant calibration: Committee reduced 2024 grant fair values below market 25th percentile after a >70% share price decline in 2023, reinforcing shareholder-sensitive calibration of equity awards .