Matthew Kapusta
uniQureAbout Matthew Kapusta
Matthew Kapusta is uniQure’s Chief Executive Officer (since December 2016) and serves on the Board as an Executive Director; he was previously uniQure’s Chief Financial Officer (January 2015–June 2021) . He holds an MBA from NYU Stern, a B.B.A. from Michigan Ross, and earned his CPA at Ernst & Young . 2024 CEO total compensation was $3,075,938 vs. a median employee of $127,750 (24:1 pay ratio) . 2024 performance priorities were heavily tied to clinical and transformational milestones (e.g., HD accelerated approval pathway, Lexington facility divestiture, ~40% cash burn reduction) that drove a 110% corporate STI outcome .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| uniQure | CEO | Dec 2016–present | Led pipeline and portfolio transformation; 2024 objectives emphasized HD regulatory pathway, new clinical starts, supply delivery, divestiture and cost resets . |
| uniQure | CFO | Jan 2015–Jun 2021 | Finance leadership preceding CEO role . |
| AngioDynamics (Nasdaq: ANGO) | Executive roles | 2011–2015 | Med-tech operating leadership experience . |
| Smith & Nephew (NYSE: SNN) | Executive roles | 2009–2011 | Med-tech operating leadership experience . |
| Collins Stewart | Managing Director, Healthcare IB | — | >10 years investment banking experience focused on emerging life sciences . |
| Wells Fargo Securities; Robertson Stephens; PaineWebber | Investment banking roles | — | Capital markets/M&A expertise in healthcare . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Alliance for Regenerative Medicine | Board member; Executive Committee | — | Industry advocacy/strategy exposure . |
| Genezen (private CDMO) | Director | Since Jul 2024 | Appointed in connection with closing of Lexington transaction . |
| Decibel Therapeutics (Nasdaq: DBTX) | Director | Mar 2023–Sep 2023 | Service prior to acquisition by Regeneron . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | Latest Contracted Terms |
|---|---|---|---|---|
| Base Salary ($) | 609,490 | 635,089 | 656,577 (actual paid) | 676,700 annual base under Amended & Restated Agreement (effective Apr 15, 2025) |
| Base Salary (Board CD&A table) | — | 635,000 | 657,000 | — |
| Target Bonus % of Salary | — | — | 60% | 60% under Amended & Restated Agreement |
| Actual Annual Cash Bonus ($) | 512,400 | 342,900 | 433,620 | |
| CEO Pay Ratio | — | — | 24:1 (2024) | — |
Performance Compensation
2024 Short‑Term Incentive (STI)
| Corporate Objective | Weighting at Target | Max Achievement | Actual % Earned |
|---|---|---|---|
| Define registrational pathway for Huntington’s disease | 35.0% | 52.5% | 51.6% |
| Execute clinical development for TLE | 10.0% | 15.0% | 5.0% |
| Execute clinical development for SOD‑1 ALS | 5.0% | 7.5% | 5.0% |
| Execute clinical development for Fabry | 5.0% | 7.5% | 3.0% |
| Deliver HEMGENIX supply | 5.0% | 7.5% | 5.0% |
| Advance corporate development & strategic initiatives | 15.0% | 22.5% | 16.5% |
| Advance research and technology priorities | 5.0% | 7.5% | 4.5% |
| Improve culture & retain talent | 7.5% | 11.3% | 5.3% |
| Conserve capital | 10.0% | 15.0% | 11.5% |
| Advance IT & compliance priorities | 2.5% | 3.7% | 2.5% |
| Total | 100% | 150% | 110% |
| CEO STI Mechanics (2024) | Value |
|---|---|
| Base salary used | $657,000 |
| Target bonus % | 60% |
| Corporate goal achievement | 110% |
| Actual cash bonus paid | $433,620 |
Key 2024 achievements informing payout included: FDA feedback supportive of AMT‑130 accelerated approval pathway; first‑ever RMAT in Huntington’s; initiation of Phase 1/2 dosing in AMT‑260 (mTLE) and AMT‑191 (Fabry); Cohort 1 dosing completion in AMT‑162 (SOD‑1 ALS); Lexington manufacturing divestiture; organizational restructuring targeting ~40% cash burn reduction and extended runway .
2024 Long‑Term Incentive (LTI) Grants
| Award Type | Grant Date | Quantity | Exercise/Base Price | Fair Value | Vesting |
|---|---|---|---|---|---|
| Stock Options | 3/1/2024 | 259,500 | $5.59 | $840,780 | Time‑vested under 2014 Plan |
| RSUs | 3/1/2024 | 150,000 | — | $838,500 | Time‑vested under 2014 Plan |
OPTION EXERCISES AND STOCK VESTED IN 2024
| Item | Quantity | Value Realized ($) |
|---|---|---|
| Options exercised (shares) | 100,000 | 32,490 |
| Stock awards vested (shares) | 111,288 | 715,198 |
Equity Ownership & Alignment
| Ownership Snapshot (as of Mar 31, 2025) | Amount |
|---|---|
| Total beneficially owned shares | 1,452,659 (2.65% of 54,729,000 SO) |
| Options exercisable or within 60 days | 1,033,206 |
| Outstanding ordinary shares (direct/indirect) | 419,453 |
Outstanding awards (12/31/2024):
- Options: Multiple tranches outstanding; notable unexercisable tranches include 259,500 at $5.59 expiring 2034; 144,282 at $20.06 expiring 2033; 67,394 at $16.04 expiring 2032; 6,018 at $37.00 expiring 2031 .
- RSUs unvested: 41,693 ($736,298), 81,001 ($1,430,478), 150,000 ($2,649,000) market values as of 12/31/2024 .
- PSUs unearned: 16,324 ($288,282) .
Ownership alignment policies:
- Stock ownership guidelines: CEO 3x base salary; all executive officers have satisfied or are on track within the five‑year grace period (by Dec 2026) .
- Insider Trading Policy prohibits holding in margin or pledging, with rare pre‑approved exceptions; no pledge requests from NEOs or directors in 2024 .
- Clawback policy adopted Dec 2021 and revised Dec 2023 to comply with Nasdaq; applicable to excess performance‑based compensation and certain detrimental conduct .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Amended & Restated Employment Agreement (uniQure, Inc.) effective April 15, 2025 . |
| Base Salary | $676,700; annual review for increases . |
| Target Bonus | 60% of base salary . |
| LTI Eligibility | Cash‑based or equity incentives at Board discretion under 2014 Plan/successor . |
| Severance (non‑CoC) | 18 months base salary (salary continuation), 18 months COBRA premiums, unpaid prior‑year bonus, pro‑rata current‑year bonus, lump‑sum 1.5x target bonus, and accelerated vesting of all unvested equity, subject to release . |
| Severance (CoC double‑trigger; within 90 days prior to or 1 year after CoC) | Lump sum 2x base salary, lump sum 2x target bonus, 18 months COBRA premiums, accelerated vesting of all unvested equity, subject to release . |
| 280G Treatment | Best‑net approach vs. cutback to avoid excise tax; pay subject to clawback policy . |
| Restrictive Covenants | Confidentiality, non‑competition, non‑solicitation, mutual non‑disparagement (Massachusetts law compliant) . |
As‑of 12/31/2024 termination benefits estimate at $17.66/share (pre‑amendment; does not reflect 4/15/2025 revisions):
| Scenario | Cash Severance | Pro‑rata Bonus | RSU Acceleration | PSU Acceleration | Option Acceleration | Health Benefits | Total |
|---|---|---|---|---|---|---|---|
| Termination w/o Cause or for Good Reason | $657,000 | $394,200 | $4,815,776 | — | — | $36,315 | $5,903,291 |
| Termination in connection with CoC | $2,012,400 | $394,200 | $4,815,776 | $288,282 | $3,241,343 | $54,472 | $10,806,473 |
| Death | — | $394,200 | — | $288,282 | — | — | $682,482 |
| Disability | — | $394,200 | — | $288,282 | — | — | $682,482 |
| Retirement | — | — | — | $288,282 | — | — | $288,282 |
Board Governance
- Role: Executive Director; currently serves on the Board. If reappointed at the 2025 AGM (scheduled for June 11, 2025), his term would expire at the 2028 AGM .
- Committee roles: The proxy identifies committee roles for other directors (e.g., Nominating & Governance Chair, Audit membership) but does not assign Kapusta to Board committees; his executive status indicates he is non‑independent .
- Dual‑role implications: CEO + Executive Director concentrates authority; independence mitigated by other non‑executive directors and committee oversight (e.g., independent committees referenced elsewhere in the proxy) .
Compensation Structure Analysis
- Mix and leverage: 2024 compensation included meaningful equity (RSUs and options) and performance‑based cash with a single corporate scorecard for the CEO (110% payout), aligning pay with pipeline, regulatory and capital objectives .
- Shift in emphasis: 2024 objectives refocused from “Growth & Innovation” to “Transformation & Innovation” to match divestiture/restructuring priorities and runway extension—suggesting an emphasis on capital discipline and program prioritization .
- Timing/awards governance: The Compensation Committee asserts no timing of equity grants around MNPI and a robust clawback is in place (updated for Nasdaq rules) .
Risk Indicators & Red Flags
- Pledging/hedging: Pledging prohibited; no pledge requests by NEOs/directors in 2024 .
- Clawback: Adopted 2021; revised 2023; applies to restatements and detrimental conduct .
- Option practices: No indication of award timing around MNPI in 2024 .
- Concentration risk: Significant unvested RSUs/options and option expiries through 2034 concentrate future equity events; however, policy guardrails exist .
Equity Ownership & Vesting Pressure Indicators
| Component | Amount |
|---|---|
| RSUs unvested (3 tranches) | 41,693; 81,001; 150,000 (aggregate market value ~$4.82M as of 12/31/2024) |
| PSUs unearned | 16,324 (market/payout value $288,282) |
| Options unexercisable (selected tranches) | 259,500 @ $5.59 (2034); 144,282 @ $20.06 (2033); 67,394 @ $16.04 (2032); 6,018 @ $37.00 (2031) |
| 2024 exercises/vesting | 100,000 options exercised ($32,490 value); 111,288 shares vested ($715,198) |
These scheduled vestings and long‑dated options represent potential future supply; ownership guidelines (3x salary) and no‑pledging policy moderate alignment and liquidity risks .
Say‑on‑Pay, Peer Group, Related Party
- The extracted sections do not disclose historical say‑on‑pay outcomes, compensation peer group details, or related‑party transactions for Kapusta; not disclosed in the cited excerpts.
Expertise & Qualifications
- Education: MBA (NYU Stern); B.B.A. (Michigan Ross); CPA (EY) .
- Domain expertise: Operating roles at ANGO and SNN; >10 years healthcare investment banking across multiple platforms .
- Industry leadership: Alliance for Regenerative Medicine Board and Executive Committee .
Employment Terms—Key Takeaways for Retention and Economics
- Retention/contract: Open‑ended term until terminated; enhanced base and target bonus in 2025; robust severance both non‑CoC and CoC (double‑trigger), including accelerated equity .
- Economics: Pre‑amendment CoC table shows potential ~$10.8M total at $17.66/share, dominated by equity acceleration; post‑amendment structure increases cash multiples (2x base, 2x target bonus) under CoC .
- Covenants: Non‑compete and non‑solicit; best‑net 280G treatment; clawback coverage .
Investment Implications
- Pay for performance: 2024 STI tied to clear clinical/regulatory and capital conservation milestones delivered a 110% payout, indicating compensation aligned with near‑term value inflection (HD pathway, pipeline dosing starts, supply, divestiture/runway) .
- Equity overhang and supply: Significant unvested RSUs and long‑dated options may create periodic sellable supply upon vesting/exercise; however, CEO holds 2.65% beneficial ownership (including options within 60 days) and is subject to 3x‑salary ownership rules and no‑pledging policy, supporting alignment .
- Retention risk contained: 2025 amended agreement increases base/target and strengthens severance protections with double‑trigger CoC and equity acceleration—mitigating poaching risk during strategic transitions but elevating potential change‑in‑control costs .
- Governance: CEO as Executive Director (non‑independent) requires vigilant independent committee oversight; proxy discloses clawback and award‑timing controls, reducing governance risk around pay practices .