Sean Nolan
About Sean Nolan
Sean P. Nolan, age 57, is Chief Executive Officer (since December 2022) and Chairman of the Board (since March 2020) at Taysha Gene Therapies (TSHA). He holds a B.S. in biology from John Carroll University and previously served as CEO/Director of AveXis until its acquisition by Novartis; he also serves on the board of Ventas and previously served on boards including Neoleukin Therapeutics and Social Capital Suvretta Holdings Corp. II . TSHA’s 2024 revenue was $8.3 million vs. $15.5 million in 2023, with net losses of $89.3 million in 2024 vs. $111.6 million in 2023, reflecting increased R&D tied to TSHA-102 development; quarterly 3Q25 net loss was $32.7 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AveXis, Inc. | President, CEO, Director | 2015–2018 | Led gene therapy company through acquisition by Novartis . |
| Nolan Capital, LLC | President | Oct 2019–present | Investment leadership; industry experience leveraged for TSHA . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ventas, Inc. | Director | Jul 2019–present | Governance at healthcare REIT; cross-industry perspective . |
| Neoleukin Therapeutics, Inc. | Director | 2015–Jun 2020 | Biopharma board experience . |
| Social Capital Suvretta Holdings Corp. II | Director | Sep 2021–Jul 2023 | SPAC governance and capital markets experience . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 25,000 | 600,000 | 621,000 |
| Target Bonus (% of Salary) | 60% (employment agreement) | 60% | 60% |
| Actual Non-Equity Incentive ($) | — | 324,000 | 409,860 |
| All Other Compensation ($) | 74,000 | 1,331 | 774 |
Notes
- 2024 corporate goal attainment was 110%, with individual performance-based payouts approved accordingly .
- Base salary increased modestly in 2024; target bonus remained at 60% of base .
Performance Compensation
| Incentive Type | Metric(s) | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Cash Incentive (2024) | Corporate and individual objectives | 60% of base salary | Corporate attainment 110%; payout $409,860 | Paid post-year end per committee approval . |
| Performance-Based Stock Options (granted 5/31/2023) | Pre-established clinical, regulatory and corporate milestones by 12/31/2023 | Milestone achievement by 12/31/2023 | Earned upon milestone achievement; vest 1/3 on 12/31/2024, 1/3 on 12/31/2025, 1/3 on 12/31/2026 | Time-based vesting post-milestone (12/31/2024/2025/2026) . |
| RSU award (granted 1/2/2024) | Service-based | — | 1,184,688 RSUs outstanding at 12/31/2024 (market value $2,049,510 at $1.73) | 25% vested on 2/2/2024; remaining 75% vest annually 2/2/2025, 2/2/2026, 2/2/2027 . |
| Stock Options (12/14/2023 grant) | Service-based | — | Options outstanding; exercisable/unexercisable per table below | Vest in three equal annual tranches commencing 12/31/2024 . |
| Stock Options (1/2/2024 grant) | Service-based | — | 1,184,688 options unexercisable at 12/31/2024 | 25% vested 1/2/2025; remainder monthly over 36 months . |
Equity Ownership & Alignment
| Date (as of) | Beneficially Owned Shares | Ownership % of Outstanding | Notes |
|---|---|---|---|
| Apr 15, 2023 | 1,135,326 | 1.8% | Early tenure; lower float at 64.2M shares . |
| Mar 31, 2024 | 1,990,469 | 1.1% | Increased float to 187.0M shares . |
| Mar 31, 2025 | 3,018,119 | 1.46% | Shares outstanding 205.1M; increased stake . |
Outstanding Equity Awards (as of 12/31/2024)
| Grant | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) |
|---|---|---|---|---|---|
| 9/23/2020 | 31,000 | — | 20.00 | 9/22/2030 | — |
| 6/17/2021 | 15,500 | — | 25.04 | 6/16/2031 | — |
| 6/17/2022 | 15,500 | — | 2.81 | 6/16/2032 | — |
| 12/30/2022 | 553,065 | 553,066 | 2.26 | 12/29/2032 | — |
| 12/14/2023 | 155,500 | 511,000 | 0.70 | 12/13/2033 | — |
| 1/2/2024 | — | 1,184,688 | 1.71 | 1/1/2034 | 1,184,688 (market value $2,049,510 at $1.73) |
Vesting Schedules and Implications
- RSUs: 25% vested 2/2/2024; remaining tranches due 2/2/2025, 2/2/2026, 2/2/2027, creating periodic supply overhang at each annual vest .
- 12/14/2023 options: three equal annual tranches commencing 12/31/2024; next tranche at 12/31/2025 .
- 1/2/2024 options: 25% vested on 1/2/2025; remaining monthly vesting through 2027, implying steady increase in exercisable options and potential selling pressure if in-the-money .
- Insider Trading Policy prohibits hedging, short sales, and use of margin accounts, reducing alignment risks tied to speculative or leveraged positions .
Pledging/Ownership Guidelines
- No explicit pledging policy disclosure beyond prohibition of margin accounts; no executive stock ownership guidelines disclosed in proxies reviewed .
Employment Terms
- Employment Agreement: Initial base salary $600,000; target bonus 60% of base. If terminated without Cause or resigned for Good Reason, severance equals 12 months base salary plus up to 12 months COBRA; subject to release and non-compete/non-solicit obligations .
- Change-in-Control Severance Plan: Upon covered termination during CIC period, lump sum base salary (18 months for Nolan), 150% of target bonus, 18 months health benefits, and full acceleration of all outstanding equity awards (performance-based awards vest at 100% of target); double-trigger structure via covered termination during CIC window .
- Clawback: Dodd-Frank-compliant clawback policy adopted Nov 2023; Sarbanes-Oxley 304 recoupment may apply on misconduct-related restatements .
Board Governance
- Roles: Nolan is Chairman and CEO; the company asserts combined roles provide unified leadership and information flow. Independence considerations are mitigated via independent committees; however, combined roles can raise governance concerns for some investors .
- Committee Composition (FY 2024): Audit (Donenberg, Chair; Sepp-Lorenzino; Stalfort), Compensation (Sepp-Lorenzino, Chair; Donenberg; Long), Nominating & Corporate Governance (Stalfort, Chair; Long), Clinical & Scientific (Long, Chair; Sepp-Lorenzino). Nolan not listed on committees .
- Meetings/Attendance: Board met 10 times; each director attended ≥75% of board and committee meetings .
- Special Litigation Committee: Formed in 2024 to investigate derivative claims .
- Director Compensation: Nolan and Nagendran receive no extra pay for director service; non-employee directors receive retainers and equity per policy .
Director Compensation (for context; Nolan receives none as CEO-director)
| Name | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| FY 2024 Non-Employee Directors | See table | See table | See table | See table |
Policy highlights: Annual cash retainer $35,000; committee chair/membership fees; initial and annual option/RSU grants with vesting; updated in April 2024 .
Compensation Structure Analysis
- Shift toward RSUs: 2024 introduced substantial RSU grants ($2,025,816 grant-date fair value) alongside options ($1,670,410), increasing equity mix and reducing pure option risk vs. 2023 which had options only .
- Cash vs. Equity: Base rose slightly (600k → 621k); cash incentives increased consistent with 110% corporate goal attainment (324k → 410k) .
- Governance in grants: Compensation Committee engaged Aon to refine compensation strategy and peer benchmarking; committee delegated limited option grant authority to Nolan for non-officer employees, a process investors may monitor for dilution and oversight alignment .
Related Party Transactions and Interlocks
- August 2023 private placement: Entities affiliated with Nolan purchased 444,444 shares ($0.4 million), aligning economic exposure with shareholders .
- Family employment: Company employed Patrick Nolan and Hayleigh Collins (children of Sean Nolan) with disclosed compensation figures; promotions disclosed for 2024, warranting routine independence scrutiny .
Company Performance Context (during Nolan’s tenure)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($000s) | 15,451 | 8,333 |
| Research & Development ($000s) | 56,778 | 66,001 |
| General & Administrative ($000s) | 30,047 | 28,953 |
| Loss from Operations ($000s) | (72,439) | (91,459) |
| Net Loss ($000s) | (111,566) | (89,298) |
Quarterly recent (3Q 2025):
| Metric | Q3 2024 | Q3 2025 |
|---|---|---|
| Revenue ($000s) | 1,788 | — |
| Net Loss ($000s) | (25,524) | (32,733) |
Risk Indicators & Red Flags
- Combined CEO/Chair structure: Potential independence concern despite independent committee structure .
- Delegation of grant authority to CEO: Option grants to non-officer employees under CEO delegation should be monitored for dilution and timing relative to MNPI; company states it does not time awards around MNPI disclosures .
- Special Litigation Committee: Indicates active oversight of derivative claims; details not provided in proxy .
- Hedging/Margin restrictions: Policy prohibits hedging and margin accounts; supports alignment, though explicit pledging prohibition not stated .
Equity Ownership & Alignment Details
- Ownership increased to 3.02 million shares (1.46%) by Mar 31, 2025; ongoing RSU and option vesting creates predictable supply events at year-end and early February each year .
Employment & Contracts
- Non-CIC Severance: 12 months base + 12 months COBRA; subject to release, non-compete/non-solicit .
- CIC Severance: 18 months base + 150% target bonus + benefits + full acceleration; CIC window begins three months before change in control and ends one year after .
Investment Implications
- Near-term selling pressure risk: Significant scheduled RSU and option vesting through 2027 may create supply overhangs, though hedging/margin restrictions mitigate speculative pressure .
- Pay-for-performance alignment: 2024 incentives tied to corporate objectives (110% attainment) and milestone-based options reinforce alignment with clinical and regulatory execution—key value drivers for TSHA .
- Governance watchpoints: Combined CEO/Chair role and delegated grant authority merit ongoing oversight; the company employs independent committees and engaged an external consultant (Aon) to benchmark pay, which is positive .
- Ownership alignment: Increased personal and affiliated ownership and participation in financings support alignment; related-party employment is disclosed and should be monitored for independence .