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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.          )

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MeiraGTx Holdings plc

450 East 29^th Street, 14^thFloor

New York, New York 10016

December 23, 2022April 27, 2023

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Dear Fellow Shareholders:

On behalf of the Board of Directors, I cordially invite you to attend an extraordinarythe 2023 annual general meeting of shareholders (the “Special“Annual Meeting”) of MeiraGTx Holdings plc, which will be held on Tuesday, January 24,Thursday, June 8, 2023, beginning at 10:00 a.m., Eastern Time. You will be able to attend the SpecialAnnual Meeting and vote during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/MGTX2023SMMGTX2023 and inputting your unique, 16-digit control number included on your Notice Regarding the Availability of Proxy Materials or your proxy card. You will be able to listen to the meeting live, submit questions and vote during the live webcast.

Arnold J. Levine, Ph.D. resigned from the Board of Directors in April 2023. We are conductingthank him for his dedicated service and valuable contributions to MeiraGTx and wish him well.

In accordance with the Securities and Exchange Commission rules allowing companies to furnish proxy materials to their shareholders over the Internet, we have sent our Special Meetingshareholders of record at www.virtualshareholdermeeting.com/MGTX2023SM via live webcast in responsethe close of business on April 12, 2023 a Notice Regarding the Availability of Proxy Materials. The notice contains instructions on how to continued public healthaccess our Proxy Statement and safety concerns posed by the outbreak of the novel coronavirus, or COVID-19,Annual Report and vote online. If you would like to support the health and well-beingreceive a printed copy of our shareholders and other meeting participants.proxy materials from us instead of downloading a printable version from the Internet, please follow the instructions for requesting such materials included in the notice, as well as in the attached Proxy Statement.

Attached to this letter are a Notice of ExtraordinaryAnnual General Meeting of Shareholders and Proxy Statement, which describe the business to be conducted at the meeting. Your vote is important to us. Please act as soon as possible to vote your shares. It is important that your shares be represented at the meeting whether or not you plan to attend the SpecialAnnual Meeting. For holdersPlease vote electronically over the Internet, by telephone or, if you receive a paper copy of record of our ordinary shares at the close of business on December 22, 2022, there are four ways to voteproxy card by proxy:

Additional voting instructions are provided in the Proxy Statement and on your proxy card.envelope provided.

On behalf of the Board of Directors and management, it is my pleasure to express our appreciation for your continued support.

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MeiraGTx Holdings plc

450 East 29^thStreet, 14^thFloor

New York, New York 10016

NOTICE OF EXTRAORDINARYANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON JANUARY 24,JUNE 8, 2023

NOTICE IS HEREBY GIVENthat the ExtraordinaryAnnual General Meeting of Shareholders (the “Special“Annual Meeting”) of MeiraGTx Holdings plc, an exempted company incorporated under the laws of the Cayman Islands, will be held on Tuesday, January 24,Thursday, June 8, 2023, at 10:00 a.m., Eastern Time, via live webcast by visiting www.virtualshareholdermeeting.com/MGTX2023SM.MGTX2023.

The SpecialAnnual Meeting is being held:

These items of business are described in the Proxy Statement that follows this notice. Holders of record of our ordinary shares at the close of business on December 22, 2022April 12, 2023 are entitled to receive notice of, attend and vote at the SpecialAnnual Meeting, or any continuation, postponement or adjournment thereof. A complete list of such shareholders will be open to the examination of any shareholder for any purpose germane to the SpecialAnnual Meeting at our principal executive offices at 450 East 29^thStreet, 14^thFloor, New York, New York 10016 for a period of ten days prior to the SpecialAnnual Meeting. The list will also be available at the Special Meeting on the virtual Special Meeting website at www.virtualshareholdermeeting.com/MGTX2023SM. Only those shareholders of record will be able to access the list using the 16-digit control number included on your proxy card. The SpecialAnnual Meeting may be cancelled or postponed by the Board of Directors for any reason or for no reason at any time prior to the time for holding the SpecialAnnual Meeting or, if the SpecialAnnual Meeting is adjourned, the time for holding the adjourned SpecialAnnual Meeting and the Board of Directors shall give shareholders notice in writing of any cancellation or postponement.

Your vote is important. Voting your shares will ensure the presence of a quorum at the SpecialAnnual Meeting and will save us the expense of further solicitation. Please promptly vote your shares by following the instructions for voting by completing, signing, dating and returning your proxy card or by Internet or telephone voting as described on your proxy card.

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December 23, 2022April 27, 2023

This Notice of ExtraordinaryAnnual General Meeting of Shareholders and Proxy Statement are first being distributed or made available, as the case may be, on or about DecemberApril 27, 2022.2023.

Important Notice Regarding the Availability of Proxy Materials for

the Shareholder Meeting to be held on January 24,June 8, 2023:

This Proxy Statement isand our Annual Report are available free of charge at www.proxyvote.com.

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MeiraGTx Holdings plc

450 East 29^thStreet, 14^thFloor

New York, New York 10016

PROXY STATEMENT

FOR THE EXTRAORDINARYANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON JANUARY 24,JUNE 8, 2023

This proxy statement (the “Proxy Statement”) isand our annual report for the fiscal year ended December 31, 2022 (the “Annual Report” and, together with the Proxy Statement, the “proxy materials”) are being furnished by and on behalf of the board of directors (the “Board” or the “Board of Directors”) of MeiraGTx Holdings plc (the “Company,” “MeiraGTx,” “we,” “us,” or “our”), in connection with our 2023 Extraordinary General Meetingannual general meeting of Shareholdersshareholders (the “Special“Annual Meeting”).

GENERAL INFORMATION ABOUT THE SPECIALANNUAL MEETING AND VOTING

When and where will the SpecialAnnual Meeting be held?

The SpecialAnnual Meeting will be held on Tuesday, January 24,Thursday, June 8, 2023 at 10:00 a.m., Eastern Time, via live webcast by visiting www.virtualshareholdermeeting.com/MGTX2023SM.MGTX2023.

We are conducting our Special Meeting at www.virtualshareholdermeeting.com/MGTX2023SM via live webcast in response to continued public health and safety concerns posed by the outbreak of the novel coronavirus, or COVID-19, and to support the health and well-being of our shareholders and other meeting participants.

What is the purpose of the SpecialAnnual Meeting?

The purpose of the SpecialAnnual Meeting is to vote on the following items described in this Proxy Statement:

Are there any matters to be voted on at the SpecialAnnual Meeting that are not included in this Proxy Statement?

At the date this Proxy Statement went to press, we did not know of any matters to be properly presented at the SpecialAnnual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the meeting or any adjournment or postponement thereof for consideration, and you are a shareholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a paper copy of proxy materials?

The rules of the Securities and Exchange Commission (the “SEC”) permit us to furnish proxy materials, including this Proxy Statement and the Annual Report, to our shareholders by providing access to such documents on the Internet instead of mailing printed copies. Shareholders will not receive paper copies of the proxy materials unless they request them. Instead, the Notice Regarding the Availability of Proxy Materials (the “Notice and Access Card”) provides instructions on how to access and review on the Internet all of the proxy materials. The Notice and Access Card also instructs you as to how to authorize via the Internet or telephone your proxy to vote your shares according to your voting instructions. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials described in the Notice and Access Card.

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What does it mean if I receive more than one Notice and Access Card or more than one set of proxy materials?

It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each set of proxy materials, please submit

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What are “broker non-votes”?

A “broker non-vote” occurs when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a proposal because (1) the broker has not received voting instructions from the shareholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at their discretion.

Under current stock exchange interpretations that govern broker non-votes, Proposal No. 1 for the election of directors is considered a non-discretionary matter, and a broker will lack the authority to vote uninstructed shares at their discretion on this proposal. Proposal No. 2 for the ratification, by ordinary resolution, of the appointment of Ernst & Young LLP as our independent registered public accounting firm is considered a discretionary matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on such proposal.

What if a quorum is not present at the SpecialAnnual Meeting?

Under our Amended and Restated Articles of Association, no business shall be transacted at the SpecialAnnual Meeting unless a quorum of shareholders is present in person, by remote communication or by proxy at the time when the meeting proceeds to business. If a quorum is not present in person, by remote communication or by proxy within half an hour of the scheduled time of the SpecialAnnual Meeting, the SpecialAnnual Meeting shall stand adjourned to the same day in the next week, at the same time and place. If a quorum is not present or represented within half an hour of the scheduled time for the adjourned SpecialAnnual Meeting the shareholders present and entitled to vote at the adjourned SpecialAnnual Meeting, present in person, by remote communication or by proxy, shall form a quorum.

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meeting website. Guests and shareholders without their 16-digit control number may join the SpecialAnnual Meeting in a listen-only mode, but they will not have the option to vote shares or ask questions during the meeting.

Even if you plan to attend the SpecialAnnual Meeting, we encourage you to vote your shares by proxy. You may still vote your shares at the meeting even if you have previously voted by proxy.

Will there be a question and answer session during the Annual Meeting?Will

We intend to answer appropriate questions submitted during the Annual Meeting and that are pertinent to the Company and the meeting matters. The Company will endeavor to answer as many questions submitted by stockholders as time permits. Only shareholders that have accessed the Annual Meeting as a shareholder (rather than a guest) by following the procedures outlined above in “How can I attend and vote at the Annual Meeting?” will be ablepermitted to submit questions throughduring the webcast?

ShareholdersAnnual Meeting. Each shareholder is limited to no more than two questions. Questions should be succinct and only cover a single topic. Questions from multiple shareholders on the same topic or that are otherwise related will be able to submit theirgrouped, summarized and answered together. We will not address questions electronicallythat are, among other things:

Additional information regarding the question and answer session will be provided in the “Rules of Conduct” available on the Annual Meeting webpage for shareholders that have accessed the Annual Meeting as a shareholder (rather than a guest) by following the procedures outlined above in “How can I attend and vote at the Annual Meeting?”.

What if during the check in time or during the Annual Meeting, I have technical difficulties or trouble accessing the virtual meeting website?

We will have technicians ready to assist you with any technical difficulties you may have accessing the entire Boardvirtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or individual directors by visiting www.virtualshareholdermeeting.com/MGTX2023SM. Guests and shareholders without their 16-digit controlmeeting time, please call the technical support number that will not be able to submit questions.posted on the Annual Meeting login page.

How does the Board recommend that I vote?

The Board recommends that you vote:

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How many votes are required to approve each proposal?

The table below summarizes the proposals that will be voted on, the vote required to approve each item and how votes are counted:

What if I do not specify how my shares are to be voted?

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board. The Board’s recommendations are set forth above, as well as with the description of each proposal in this Proxy Statement.

Who will count the votes?

Representatives of Broadridge Investor Communications Services (“Broadridge”) will tabulate the votes, and representativesa representative of Broadridge will act as inspectorsinspector of election.

Can I revoke or change my vote after I submit my proxy?

Yes. Whether you have voted by Internet, telephone or mail, if you are a shareholder of record, you may change your vote and revoke your proxy by:

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all price thresholds (as described below)PROPOSAL NO. 1 ELECTION OF DIRECTORS

Board Size and Structure

In accordance with our Amended and Restated Memorandum and Articles of Association as currently in effect (the “Articles”), the Board has the discretion to fix the minimum and maximum number of directors to serve on our Board and, unless such numbers are achieved are 1,454,316, 242,386fixed, the minimum shall be one and 969,544, respectively. One-thirdthe maximum shall be unlimited. Our Board has not set a maximum, and the Board currently consists of eight directors.

Our Articles provide that the Board be divided into three classes, Class I, Class II and Class III, with staggered, three-year terms. At each annual general meeting of shareholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual general meeting following election. Each director shall hold office until the expiration of their term, until their successor shall have been duly elected and qualified or until their earlier death, resignation or removal. Generally, vacancies or newly created directorships on the Board will be filled by vote of a majority of the RSUs subject to each award will vest, if at all, upon the later to occur of (i) the first date prior to the third anniversary of the effective date of grant that the average closing price of the Company’s ordinary shares on the Nasdaq Global Select Market for a period of 60 consecutive trading days ending prior to the third anniversary of the effective date of grant equals or exceeds each of $20, $30 and $40 per share and (ii) the second anniversary of the effective date of grant. To the extent a price threshold is not achieved prior to the third anniversary of an award’s effective date of grant, the corresponding portion of the award will generally be forfeited. Additionally,directors then in order to preserve the link between the interests of these executives and those of our shareholders, the executives will be required to hold 100% of the vested shares from these awards, after satisfying the applicable taxes, for at least one-year from the vesting date.

We believe that these performance-based awards to Drs. Forbes and Naylor and Mr. Giroux are aligned with shareholder interests, are important to retain our senior leadership team, and help us continue to grow our business and improve our financial and operating performance, all of which are expected to facilitate the creation of shareholder value. In designing these performance-based awards, the Compensation Committee and Board of Directors was focused on (i) strengthening the long-term incentives for Drs. Forbes and Naylor and Mr. Giroux to achieve extraordinary Company performance and further align the interests of these executives with those of our shareholders; (ii) encouraging Drs. Forbes and Naylor and Mr. Giroux to continue in primary executive leadership positions with us, particularly in light of other opportunities they would likely have if they were to seek other employment, and provide them with incentives to keep them fully focused and engaged on the continued growth of our business for the long-term; (iii) ensuring that Drs. Forbes and Naylor and Mr. Giroux, co-founders of MeiraGTx, maintain beneficial ownership levels in the Company consistent with C-Suite executives who are co-founders and operating executives of comparable companies identified by TCS; and (iv) promoting achievement of our long-term strategic and financial objectives. Additionally, if one or more of the price thresholds outlined above are not achieved during the three-year term, then the corresponding portion of the awards generally would be forfeited.

Since the performance-based awards that have been approved for Drs. Forbes and Naylor and Mr. Giroux exceed the number of shares available for issuance under the 2018 Plan, they were granted subject to our shareholders approving the amendment and restatement of the 2018 Plan at the Special Meeting. Additionally, the grants to Drs. Forbes and Naylor and Mr. Giroux are only effective upon the effectiveness of a Registration Statement on Form S-8 covering such additional shares under the 2018 Plan, which we intend to file following the date of the Special Meeting.

Employee Pool

The additional pool of approximately 1.2 million ordinary shares, or approximately 2.5% of our issued and outstanding shares on the Record Date, is expected to be used primarily for grants of equity-based retention awards to our current employees (including some executive employees but excluding Drs. Forbes and Naylor and Mr. Giroux) most of whom hold underwater options as described above. The future awards from this pool are expected to consist of option and/or RSU awards with 50% of the award vesting on the second anniversary of the grant date and 25% of the award vesting on each of the third and fourth anniversaries of the grant date. Any option awards are expected to have a ten year maximum term and any RSU awards are expected to have a four year vesting schedule. Thus, the maximum potential dilution is expected to occur during the ten year period from the grant date, with no vesting expected to occur until the second anniversary of the grant date. The Board of Directors believes having the initial vesting and payout begin on the second anniversary of the grant date will promote greater retention of our employees. The Board of Directors also believes that future grants to our other employees from this pool of shares will help align employee interests with those of our shareholders and provide employees with a meaningful stake in the long-term performance and success of the Company. However, the amounts and terms of these additional awards are not yet known and will be determinedoffice. A director appointed by the Board of Directors orto fill a vacancy will hold office until the Compensation Committee in its discretion only if and after approvalnext election of the amendment and restatement of the 2018 Plan by our shareholders is obtained.

For ease of reference, we refer belowclass for which such director was chosen, subject to the performance-based awards for Drs. Forbeselection and Naylorqualification of his or her successor and Mr. Giroux thathis or her earlier death, resignation or removal.

Current Directors and Terms

Our current directors and their respective classes and terms are subject to shareholder approval of the amendment and restatement of the 2018 Plan and the pool of approximately 1.2 million ordinary shares that is expected to be used for future grants of employee retention awards collectively as the “Conditional Awards.”

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time to the work of our Board of Directors and its Committees; skills and personality that complement those of our other directors that helps build a board that is effective, collegial and responsive to the needs of our Company; strategic thinking and a weighted average remaining termwillingness to share ideas; a diversity of 7.5 years.experiences, expertise and background; and the ability to represent the interests of all of our shareholders. The information presented below regarding each nominee and continuing director also sets forth specific experience, qualifications, attributes and skills that led our Board of Directors to the conclusion that such individual should serve as a director in light of our business and structure.

(2) AsNominees for Election to Three-Year Terms Expiring No Later than the 2026 Annual Meeting

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Ellen Hukkelhoven, Ph.D. has served as a member of November 30, 2022, the weighted average remaining vesting term for RSUs was 2.7 years.

If this Proposal No. 1 is approved, an additional 3,878,176 shares will become available for issuance under the 2018 Plan, which additional shares will be used to cover the expected employee retention awards to those employees other than Drs. Forbes and Naylor and Mr. Giroux, covering approximately 1.2 million ordinary shares, as wellour Board of Directors since October 2017. Since 2023, Dr. Hukkelhoven has served as the performance-based awardsHead of Biotechnology Investments at Perceptive Advisors, LLC (“Perceptive Advisors”), a leading healthcare investment firm, prior to Drs. Forbeswhich she served as Managing Director from 2018 to 2023 and Naylora Senior Analyst from 2013 to 2018. Dr. Hukkelhoven serves on the boards of directors of Freenome Holdings, Inc., Kindbody and Mr. Giroux. See “AmendmentPartner Therapeutics, Inc. and Restatementis a member of the 2018 Plan” above for additional informationBoard of Advisors of the Columbia University Mailman School of Public Health. Prior to joining Perceptive Advisors in 2013, Dr. Hukkelhoven received a B.A. in molecular biology and finance from Princeton University and a Ph.D. in cancer biology from Memorial Sloan Kettering Cancer Center. Our Board of Directors believes that Dr. Hukkelhoven’s academic and biotechnology investing experience qualifies her to serve as a member of our Board of Directors.

Nicole Seligman has served as a member of our Board of Directors since May 2019. Ms. Seligman was the President of Sony Entertainment, Inc., a multinational entertainment company, from 2014 to 2016 and of Sony Corporation of America from 2012 to 2016. From 2005 through 2014, she served as the global General Counsel of Sony Corporation. She joined Sony in 2001 as Executive Vice President and General Counsel of Sony Corporation of America. Prior to joining Sony, she was a partner in the litigation practice at Williams & Connolly LLP where she worked on a broad range of complex civil and criminal matters and counseled a broad range of clients, including President William Jefferson Clinton and Hillary Clinton. Ms. Seligman served as law clerk to Justice Thurgood Marshall on the Conditional Awards.

SummarySupreme Court of the 2018 Plan

This section summarizes certain principal featuresUnited States from 1984 to 1985 and as law clerk to Judge Harry T. Edwards at the U.S. Court of Appeals for the District of Columbia Circuit from 1983 to 1984. Ms. Seligman currently serves on the boards of directors of Paramount Global (formerly known as ViacomCBS, Inc.) and WPP plc, and served on the boards of directors of Viacom Inc. through December 2019, when it merged with CBS Corp., Far Point Acquisition Corporation and Far Peak Acquisition Corporation. Ms. Seligman received her B.A., magna cum laude, from Harvard College (Radcliffe) and her J.D., magna cum laude, from Harvard Law School, where she was a winner of the 2018 Plan,Sears Prize. Our Board of Directors believes that Ms. Seligman’s extensive experience as amendeda senior executive at a global public company, together with her exceptional achievements in the legal profession and restated subjecther corporate governance expertise, provide her with the qualifications and skills to shareholder approval. The summary is qualifiedserve on our Board of Directors.

Debra Yu, M.D. has served as a member of our Board of Directors since April 2022. Since March 2023, Dr. Yu has served as Chief Operating Officer and Partner of Panacea Venture, a healthcare focused venture capital firm. Prior to that, Dr. Yu served as President and Chief Strategy Officer of LianBio, a biotechnology company, from October 2021 to December 2022, and previously served as LianBio’s President and Chief Business Officer from October 2019 until September 2021. From August 2016 to September 2019, Dr. Yu served as Managing Director and Head of Cross Border Healthcare Investment Banking at China Renaissance Securities (U.S.), a brokerage firm. Prior to that, she was Managing Director of Labrador Advisors, LLC, where she advised numerous partnerships and licensing transactions from May 2009 to June 2016. Earlier in her career, she held senior positions in corporate and business development, where she advised numerous cross-border partnerships and licensing transactions, including at Pfizer in its entirety by reference toWorldwide Business Development organization. Dr. Yu also previously served as a partner at two life science focused venture capital firms in the complete textSan Francisco Bay Area. Dr. Yu currently serves as a member of the amendedboard of directors of ARYA Sciences Acquisition Corp V and restated 2018 Plan, which is attached to this proxy statement as Exhibit A.JW (Cayman) Therapeutics Co. Ltd. (HKG:2126). Dr. Yu received a bachelor’s degree

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Eligibilitywith high honors in molecular biology from Princeton University and Administration

earned a medical degree from Harvard Medical School. Our employees, consultants and directors, and employees and consultants of our subsidiaries, are eligible to receive awards under the 2018 Plan. As of November 30, 2022, approximately 366 employees, 8 non-employee directors and approximately 30 consultants were eligible to receive awards under the 2018 Plan. The 2018 Plan is administered by our Compensation Committee, although the Board of Directors may exercise any powersbelieves Dr. Yu’s extensive biopharmaceutical and responsibilities assignedinvestment experience qualifies her to serve as a member of our Board of Directors.

Class I Directors Whose Terms Expire at the Compensation Committee at any time. The2025 Annual Meeting of Shareholders

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Martin Indyk, Ph.D. has served as a member of our Board of Directors may also delegate its dutiessince February 2019. Ambassador Indyk is an American diplomat and responsibilities to one or more other committees of our directors and/or officers, subjectpolicy expert who has served in senior positions in the Clinton, George W. Bush and Obama administrations, including at the White House as Special Assistant to the limitations imposed underPresident and Senior Director for Near East and South Asia, and at the U.S. Department of State as Assistant Secretary of State for Near East Affairs, Special Envoy for Israeli-Palestinian Negotiations, and as the U.S. Ambassador to Israel. From 2010 to 2018, Plan, Section 16Ambassador Indyk worked at The Brookings Institution, a non-profit public policy organization, where he was responsible for directing research, expanding the reach of the Exchange Act, stock exchange rulesorganization internationally, and other applicable laws.raising and managing funding for the organization. At The actual administratorBrookings Institution, he served as Executive Vice President from 2015 to 2017, and prior to that as the Vice President and Director of the 2018 Plan is referred to as the “plan administrator” in this Proposal No. 1. The plan administrator has the authority to take all actions and make all determinations under the 2018 Plan, to interpret the 2018 Plan and award agreements and to adopt, amend and repeal rules for the administrationForeign Policy Program. In 2003, Ambassador Indyk was co-founder with Sheikh Hamad bin Jassem al-Thani of the Doha Forum on U.S. Relations with the Islamic World and, from 2004 to 2017, Ambassador Indyk acted as co-founder with Mr. Haim Saban of the Saban Forum on U.S.-Israel Relations. Since October 2018, PlanAmbassador Indyk has served as it deems advisable. The plan administratora Distinguished Fellow at the Council on Foreign Relations, a non-profit think tank specializing in U.S. foreign policy and international affairs. From July 2019 to July 2022, he served as a Senior Adviser at Credit-Suisse Asset Management in a consulting role to provide political risk management and strategic advice. He also has the authorityserved from 2018 to determine which eligible service providers receive awards, grant awards and set the terms and conditions of all awards under the 2018 Plan, including any vesting and vesting acceleration provisions, subject2020 as an Adviser to the conditionschairman of Youngone Corporation, a leading global manufacturer of outdoor/athletic clothing, textiles, footwear and limitations ingear. Ambassador Indyk currently serves as a Senior Advisor to UBS Bank, CSAV Shipping Company and Global Infrastructure Partners. Ambassador Indyk also serves on the 2018 Plan.

Shares Availableboards of several non-profit organizations (including the Lowy Institute for Awards

IfInternational Policy, the amendmentIsrael Institute for National Security Studies and restatementthe Israel Policy Forum, and he chairs the Middle East Investment Initiative of the 2018 Plan is approved,Aspen Institute). Ambassador Indyk received a Bachelor of Economics (with honors) from the numberUniversity of ordinary shares reserved for issuance underSydney and a Ph.D. in International Relations from the 2018 Plan will be equalAustralian National University. Our Board of Directors believes that Ambassador Indyk’s expertise and experience in public service, navigating contentious issues and managing complex organizations provides him with the qualifications and skills to the sum of (i) 6,933,172 shares and (ii) any ordinary shares that as of the effective date of the 2018 Plan were subject to awards under the 2016 Plan which are forfeited or lapse unexercised and which are not issued under the 2016 Plan. As of November 30, 2022, there were 1,170,355 shares subject to awards outstanding under the 2016 Plan. The number of shares available for issuance under the 2018 Plan will be increasedserve on January 1 of each calendar year until and including 2028 by an amount equal to the lesser of (A) 4% of the ordinary shares outstanding on the final day of the immediately preceding calendar year and (B) a smaller number of shares determined by our Board of Directors. No more than 20,426,073 ordinary shares may be issued under

Thomas E. Shenk, Ph.D. has served as a member of our Board of Directors since June 2015. Dr. Shenk was the 2018 Plan uponJames A. Elkins Jr. Professor of Life Sciences in the exerciseDepartment of incentive stock options. Shares issued under the 2018 Plan may be authorized but unissued shares, shares purchasedMolecular Biology at Princeton University from 1984 to 2021, when he became Professor of Life Sciences, Emeritus. Dr. Shenk served on the open market or treasury shares.

If an award underboard of directors of Merck and Co., Inc., a pharmaceutical company, from 2001 to 2012. Dr. Shenk also served on the board of directors of each of Vical Incorporated and Kadmon Holdings, Inc. until August 2019 and June 2018, Plan or the 2016 Plan, expires, lapses or is terminated, exchanged for cash, surrendered, repurchased, canceled without havingrespectively. Dr. Shenk has been fully exercised or forfeited, any unused shares subjectelected to the award will, as applicable, become or again be available for new grants under the 2018 Plan.

Awards

The 2018 Plan provides for the grant of options, including incentive stock options, or ISOs, and nonqualified options, or NSOs, share appreciation rights, or SARs, restricted shares, dividend equivalents, RSUs, and other share or cash based awards. Certain awards under the 2018 Plan may constitute or provide for payment of “nonqualified deferred compensation” under Section 409Amembership in each of the Code. All awards underU.S. National Academy of Sciences, the 2018 Plan are set forthU.S. National Academy of Medicine and the American Philosophical Society. He received a B.S. from the University of Detroit and a Ph.D. from Rutgers University. Our Board of Directors believes Dr. Shenk’s expertise and experience serving as a director in award agreements, which detail the termspharmaceutical sector and conditionshis academic background provides him with the qualifications and skills to serve on our Board of awards, including any applicable vesting and payment terms and post-termination exercise limitations. A brief descriptionDirectors.

Class III Directors Whose Terms Expire at the 2024 Annual Meeting of each award type follows.Shareholders

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Performance Criteria

The plan administrator may select performance criteriaAlexandria Forbes, Ph.D. has served as our President, Chief Executive Officer and member of our Board of Directors since March 2015. Prior to founding MeiraGTx, Dr. Forbes served as Senior Vice President of Commercial Operations at Kadmon Holdings, Inc., a biopharmaceutical company, from September 2013 to April 2015, and served as a member of its board of directors until June 2018. Prior to Kadmon Holdings, Inc., Dr. Forbes spent eleven years as a public markets healthcare investor responsible for an awardinvestments in biotechnology, specialty pharmaceuticals and diagnostics companies and was portfolio manager of the Sivik Global Life Science Fund. Before entering the hedge fund industry, Dr. Forbes was a Human Frontiers/Howard Hughes postdoctoral fellow at the Skirball Institute of Biomolecular Medicine at NYU Langone Medical Center from March 1997 to establish performance goals forSeptember 2000. Prior to this, Dr. Forbes was a performance period. Performance criteria underresearch fellow at Duke University, and also at the 2018 Plan may include, but are not limitedCarnegie Institute at Johns Hopkins University. Dr. Forbes is also a member of the Emerging Companies Section and Health Section Governing Boards of the Biotechnology Innovation Organization (BIO) and serves as a Trustee and Director of the Hilary and Galen Weston Foundation, the European arm of the Weston Brain Institute, a charity supporting research into neurodegenerative diseases with the aim of speeding the time to the following: net earnings or losses (either before or after one or moredevelopment of interest, taxes, depreciation, amortization,disease modifying treatments for these currently intractable diseases, particularly Alzheimer’s disease. Dr. Forbes received an M.A. in Natural Sciences from Cambridge University and non-cash equity-based compensation expense); gross or net sales or revenue or sales or revenue growth; net income (either before or after taxes) or adjusted net income; profits (including but not limited to gross profits, net profits, profit growth, net operation profit or economic profit), profit return ratios or operating margin; budget or operating earnings (either before or after taxes or before or after allocation of corporate overhead and bonus); cash flow (including operating cash flow and free cash flow or cash flow return on capital); return on assets; return on capital or invested capital; cost of capital; return on shareholders’ equity; total shareholder return; return on sales; costs, reductionsa Ph.D. in costs and cost control measures; expenses; working capital; earnings or loss per share; adjusted earnings or loss per share; price per share or dividends per share (or appreciation in or maintenance of such price or dividends); regulatory achievements or compliance; implementation, completion or attainment of objectives relating to research, development, regulatory, commercial, or strategic milestones or developments; market share; economic value or economic value added models; division, group or corporate financial goals; customer satisfaction/growth; customer service; employee satisfaction; recruitment and maintenance of personnel; human resources management; supervision of litigation and other legal matters; strategic partnerships and transactions; financial ratios (including those measuring liquidity, activity, profitability or leverage); debt levels or reductions; sales-related goals; financing and other capital raising transactions; cash on hand; acquisition activity; investment sourcing activity; and marketing initiatives, any of which may be measured in absolute terms or as compared to any incremental increase or decrease. Such performance goals also may be based solely by reference to the Company’s performance or the performance of a subsidiary, division, business segment or business unit of the Company or a subsidiary, or based upon performance relative to performance of other companies or upon comparisons of any of the indicators of performance relative to performance of other companies. When determining performance goals, the plan administrator may provide for exclusion of the impact of an event or occurrence which the plan administrator determines should appropriately be excluded, including, without limitation, non-recurring charges or events, acquisitions or divestitures, changes in the corporate or capital structure, events unrelated to the business or outside of the control of management, foreign exchange considerations, and legal, regulatory, tax or accounting changes.

Certain Transactions

In connection with certain corporate transactions and events affecting our ordinary shares, including a change in control, or change in any applicable laws or accounting principles, the plan administrator has broad discretion to take action under the 2018 Plan to prevent the dilution or enlargement of intended benefits, facilitate the transaction or event or give effect to the change in applicable laws or accounting principles. This includes canceling awards for cash or property, accelerating the vesting of awards, providing for the assumption or substitution of awards by a successor entity, adjusting the number and type of shares subject to outstanding awards and/or with respect to which awards may be granted

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PROPOSAL NO. 2 THE ADJOURNMENT PROPOSALRATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

Appointment of Independent Registered Public Accounting FirmOverview

The Audit Committee appoints our independent registered public accounting firm. In this regard, the event thatAudit Committee evaluates the numberqualifications, performance and independence of Ordinary Shares presentour independent registered public accounting firm and determines whether to re-engage our current firm. As part of its evaluation, the Audit Committee considers, among other factors, the quality and efficiency of the services provided by the firm, including the performance, technical expertise, industry knowledge and experience of the lead audit partner and the audit team assigned to our account; the overall strength and reputation of the firm; the firm’s global capabilities relative to our business; and the firm’s knowledge of our operations. Ernst & Young LLP has served as our independent registered public accounting firm since 2016. Neither the accounting firm nor any of its members has any direct or indirect financial interest in person,or any connection with us in any capacity other than as our auditors and providing audit and permissible non-audit related services. Upon consideration of these and other factors, the Audit Committee has appointed Ernst & Young LLP to serve as our independent registered public accounting firm for the year ending December 31, 2023.

Although ratification is not required by remote communicationour Articles or represented by proxy at the Special Meeting and voting “FOR” Proposal No. 1 are insufficient to approve the proposal, the Company may move to adjourn the Special Meeting in order to enableotherwise, the Board is submitting the selection of Ernst & Young LLP to solicit additional proxies in favor of Proposal No. 1. In that event, the Company will ask itsour shareholders to vote only upon the Adjournment Proposal and notfor ratification because we value our shareholders’ views on the other proposal discussed in this Proxy Statement.

ConsequenceCompany’s independent registered public accounting firm and it is a good corporate governance practice. If our shareholders do not ratify the selection, the Audit Committee and the Board of Directors will reconsider such appointment. Even if the Adjournment Proposalselection is not Approved

Ifratified, the Adjournment Proposal is not approved by our shareholders, our BoardAudit Committee, in its discretion, may notselect a different independent registered public accounting firm at any time during the year if it determines that such a change would be able to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal No. 1.

Vote Required for Approval

The approval of the Adjournment Proposal requires the affirmative vote of the holders of a simple majority of our ordinary shares present in person, by remote communication, or by proxy and voting at the Special Meeting. Abstentions and broker non-votes will have no effect on this proposal, assuming that a quorum is present. One or more shareholders holding at least one third of the paid up voting share capitalbest interests of the Company presentand its shareholders.

Representatives of Ernst & Young LLP are expected to attend the Annual Meeting and to have an opportunity to make a statement as they may desire and be available to respond to appropriate questions from shareholders.

Audit, Audit-Related, Tax and All Other Fees

The table below sets forth the aggregate fees billed to MeiraGTx for services related to the fiscal years ended December 31, 2022 and 2021, by Ernst & Young LLP, our independent registered public accounting firm.

Pre-Approval Policies and Procedures

The formal written charter for our Audit Committee requires that the Audit Committee, or the chairman of the Audit Committee, pre-approve all audit services to be provided to us, whether provided by our principal auditor or other firms, and all other services (review, attest and non-audit) to be provided to us by our independent registered public

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accounting firm in person,accordance with the Company’s audit services pre-approval policy (as amended from time to time), other than de minimis non-audit services approved in accordance with applicable SEC rules.

The Audit Committee has adopted a pre-approval policy that sets forth the procedures and conditions pursuant to which audit and non-audit services proposed to be performed by our independent registered public accounting firm may be pre-approved. This pre-approval policy generally provides that the Audit Committee will not engage an independent registered public accounting firm to render any audit, audit-related, tax or permissible non-audit service unless the service is either (i) explicitly approved by remote communication,the Audit Committee or (ii) entered into pursuant to the pre-approval policies and procedures described in the pre-approval policy. Unless a type of service to be provided by proxyour independent registered public accounting firm has received this latter general pre-approval under the pre-approval policy, it requires specific pre-approval by the Audit Committee.

On an annual basis, the Audit Committee reviews and entitledgenerally pre-approves the services (and related fee levels or budgeted amounts) that may be provided by the Company’s independent registered public accounting firm without first obtaining specific pre-approval from the Audit Committee. The Audit Committee may revise the list of general pre-approved services from time to votetime, based on subsequent determinations. Any member of the Audit Committee to whom the Committee delegates authority to make pre-approval decisions must report any such pre-approval decisions to the Audit Committee at its next scheduled meeting. If circumstances arise where it becomes necessary to engage the meeting shall form a quorum.independent registered public accounting firm for additional services not contemplated in the original pre-approval categories or above the pre-approved amounts, the Audit Committee requires pre-approval for such additional services or such additional amounts.

The services provided to us by Ernst & Young LLP in 2021 and 2022 were provided in accordance with our pre-approval policies and procedures, as applicable.

Board Recommendation

The Board of Directors unanimously recommends a vote FORthe Adjournment Proposal.ratification, by ordinary resolution, of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

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Audit Committee Report

The Audit Committee operates pursuant to a charter which is reviewed annually by the Audit Committee. Additionally, a brief description of the primary responsibilities of the Audit Committee is included in this Proxy Statement under the discussion of “Corporate Governance—Audit Committee.” Under the Audit Committee charter, management is responsible for the preparation, presentation and integrity of the Company’s financial statements, the application of accounting and financial reporting principles and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States.

In the performance of its oversight function, the Audit Committee reviewed and discussed with management and Ernst & Young LLP, as the Company’s independent registered public accounting firm, the Company’s audited financial statements for the fiscal year ended December 31, 2022. The Audit Committee also discussed with the Company’s independent registered public accounting firm the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the Securities and Exchange Commission. In addition, the Audit Committee received and reviewed the written disclosures and the letters from the Company’s independent registered public accounting firm required by applicable requirements of the PCAOB, regarding such independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed with the Company’s independent registered public accounting firm their independence from the Company.

Based upon the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in its Annual Report on Form 10‑K for the fiscal year ended December 31, 2022 filed with the SEC.

Submitted by the Audit Committee of the Company’s Board of Directors:

Keith R. Harris, Ph.D. (Chair)
Nicole Seligman
Thomas E. Shenk, Ph.D.

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EXECUTIVE OFFICERS

The table below identifies and sets forth certain biographical and other information regarding our current executive officers. There are no family relationships among any of our executive officers or directors.

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See page 10 of this Proxy Statement for Dr. Forbes’ biography.

Richard Giroux has served as our Chief Operating Officer since March 2015 and our Chief Financial Officer since April 2019. Mr. Giroux joined MeiraGTx from Sarissa Capital Management LP, an activist healthcare hedge fund, where he was a partner from March 2014 to March 2015. Prior to Sarissa Capital Management LP, Mr. Giroux was a founding partner and healthcare portfolio manager of Meadowvale Partners, a multi-strategy hedge fund, from January 2010 until June 2012. Prior to Meadowvale Partners, he was a partner at Sivik Global Healthcare (formerly Argus Partners), a healthcare hedge fund, from August 2001 to November 2008. Prior to that, from 1996 to 2001, he worked at investment banks Salomon Smith Barney and Goldman Sachs. Mr. Giroux received a B.A. in Economics from Yale University.

Stuart Naylor, Ph.D. has served as our Chief Development Officer since April 2015 and served as a member of our Board of Directors from April 2015 through May 2019. From April 2015 to April 2016, Dr. Naylor was Chief Executive Officer of Athena Vision Limited, a biotechnology company. From June 2013 to April 2015, Dr. Naylor served as managing director of Coltivare Ltd., a healthcare consulting company. From 2008 to 2013, Dr. Naylor was Executive Director and Chief Scientific Officer of Oxford BioMedica plc, a gene therapy company. Prior to joining Oxford BioMedica plc, Dr. Naylor focused on translational cancer research at the Institute of Cancer Research in London. Dr. Naylor has a B.S.C. in microbiology and virology from the University of Warwick, an M.S. in Immunology from Kings College London, and a Ph.D. from the Imperial Cancer Research Fund laboratory studying ovarian cancer and cytokine biology.

Robert K. Zeldin, M.D. has served as our Chief Medical Officer since August 2020. Prior to joining MeiraGTx, Dr. Zeldin served as Chief Medical Officer of Immunovant, Inc., a biotechnology company, from July 2019 to April 2020. From June 2018 to April 2019, he was Chief Medical Officer of Acceleron Pharma, Inc., a biopharmaceutical company. Prior to Acceleron, he was Chief Medical Officer of Ablynx NV, a biopharmaceutical company, from December 2015 to June 2018. From January 2011 to November 2015, Dr. Zeldin served as Senior Vice President and Head of Global Clinical Development at Stallergenes SA. He also served as Vice President and U.S. Medical Franchise Head – Respiratory and Dermatology at Novartis Pharmaceuticals Corp. from March 2005 to April 2010. From November 1997 to March 2005, Dr. Zeldin held increasingly strategic roles in worldwide regulatory affairs and clinical development at Merck & Co., Inc. Prior to his work in industry, Dr. Zeldin served as a Medical Officer at the U.S. Food & Drug Administration (FDA) Center for Biologics Evaluation and Research. He also spent several years in clinical practice. Dr. Zeldin holds a B.A. with honors from the Johns Hopkins University and an M.D. from Tufts University School of Medicine.

Robert J. Wollin has served as our General Counsel and Secretary since June 2020 and joined the Company in August 2019. Prior to joining MeiraGTx, Mr. Wollin was Director, Associate General Counsel at Investment Technology Group, Inc., a global financial technology company, from November 2015 to June 2019. From August 2011 to October 2015, he served as Senior Corporate Counsel in the Corporate Governance and Securities Group at Bristol-Myers Squibb Company, a pharmaceutical company. From October 2001 to July 2011, Mr. Wollin practiced as a corporate attorney at Kramer Levin Naftalis & Frankel LLP, a law firm in New York. Mr. Wollin received a B.B.A. with

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honors from the University of Michigan Stephen M. Ross School of Business and a J.D. from the University of Pennsylvania Carey Law School.

CORPORATE GOVERNANCE

Corporate Governance Guidelines

Our Board of Directors has adopted Corporate Governance Guidelines that govern its operation and that of its Committees. Our Board annually reviews our Corporate Governance Guidelines and, from time to time, our Board will revise them in response to changing regulatory requirements, evolving best practices and the concerns of our shareholders and other constituents. A copy of these Corporate Governance Guidelines can be found in the “Corporate Governance—Documents & Charters” section of the “Investors & Media” page of our website located at https://meiragtx.com/, or by writing to our Secretary at our offices at 450 East 29^th Street, 14^th Floor, New York, New York 10016.

Board Leadership Structure

Our Corporate Governance Guidelines provide our Board of Directors with flexibility to combine or separate the positions of Chairman of the Board and Chief Executive Officer in accordance with its determination that utilizing one or the other structure would be in the best interests of the Company and its shareholders. If the Chairman of the Board is a member of management or does not otherwise qualify as independent, our Corporate Governance Guidelines provide for the appointment by the independent directors of a lead independent director (the “Lead Director”). The Lead Director’s responsibilities include, but are not limited to: presiding over all meetings of the Board at which the Chairman of the Board is not present, including any executive sessions of the independent directors; approving Board meeting schedules and agendas; and acting as the liaison between the independent directors and the Chief Executive Officer and Chairman of the Board. Our Corporate Governance Guidelines provide that, at such times as the Chairman of the Board qualifies as independent, the Chairman of the Board will carry out the duties of the Lead Director, as applicable.

The positions of our Chairman of the Board and our Chief Executive Officer and President are currently served by two separate persons. Dr. Harris, an independent director on our Board, serves as Chairman of the Board, and Dr. Forbes serves as our Chief Executive Officer and President. In his capacity as the independent Board Chairman, Dr. Harris performs the functions of the Lead Director.

The Board believes our current leadership structure of Chief Executive Officer and Chairman of the Board being held by two separate individuals is in the best interests of the Company and its shareholders and strikes the appropriate balance between the Chief Executive Officer and President’s responsibility for the strategic direction, day-to-day leadership and performance of our Company and the Chairman of the Board’s responsibility to guide overall strategic direction of our Company, to provide oversight of our corporate governance and guidance to our Chief Executive Officer and President and to set the agenda for and preside over Board meetings. We recognize that different leadership structures may be appropriate for companies in different situations and believe that no one structure is suitable for all companies. Accordingly, the Board will continue to periodically review our leadership structure and make such changes in the future as it deems appropriate and in the best interests of the Company and its shareholders.

Director Independence

Under our Corporate Governance Guidelines and the Nasdaq rules, a majority of our directors must qualify as independent directors and a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with us or any of our subsidiaries. In addition, the director must meet the bright-line tests for independence set forth by the Nasdaq rules.

Our Board has undertaken a review of its composition, the composition of its Committees and the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family

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relationships, our Board of Directors has determined that none of Keith R. Harris, Ph.D., Martin Indyk, Ph.D., Lord Mendoza, Nicole Seligman, Thomas E. Shenk, Ph.D. and Debra Yu, M.D., representing six of our eight directors, has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors qualifies as “independent” as that term is defined under the Nasdaq rules. In addition, our former directors Joel S. Marcus and Arnold J. Levine, Ph.D. were determined to be independent while they served on our Board of Directors. Ellen Hukkelhoven, Ph.D. was determined not to be independent. In making these determination, our Board of Directors considered the relationships that each non-employee director has with us and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the director’s beneficial ownership of our ordinary shares and the relationships of our non-employee directors with certain of our significant shareholders. In determining that Dr. Hukkelhoven was not independent, the Board considered the Company’s relationships with Perceptive Advisors, where Dr. Hukkelhoven serves as the Head of Biotechnology Investments, including that Perceptive Advisors owns, in the aggregate, more than 10% of the Company’s outstanding shares and that in August 2022 we borrowed $75 million from Perceptive Credit Holdings III, LP (“Perceptive Credit Holdings”), an affiliate of Perceptive Advisors, as described in more detail below under “Certain Transactions with Related Persons—Debt Financing.” Alexandria Forbes, Ph.D. is not considered an independent director because she is currently employed by the Company as our President and Chief Executive Officer.

Board and Board Committee Meetings and Attendance

During 2022, our Board of Directors met nine times and acted by written consent nine times, the Audit Committee met five times and acted by written consent four times, the Compensation Committee met two times and acted by written consent three times, the Nominating and Corporate Governance Committee met two times and acted by written consent three times, and the Science and Technology Committee did not meet in 2022. In 2022, each of our directors attended at least 75% of the meetings of the Board and committees on which such director served as a member.

Executive Sessions

Executive sessions, which are meetings of the non-management or independent members of the Board, are regularly scheduled throughout the year. Our chairman of the Board, Dr. Harris, presided over such executive sessions in 2022.

Director Attendance at the Annual Meeting of Shareholders

We do not have a formal policy regarding the attendance of our Board members at our annual general meetings of shareholders, but we expect all directors to make every effort to attend any meeting of shareholders. All of the members of the Board of Directors attended the 2022 annual general meeting of shareholders except Drs. Levine and Shenk due to previously scheduled commitments.

Board Committees

Our Board of Directors has four standing committees: an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Science and Technology Committee, each of which has the composition and the responsibilities described below. In addition, from time to time, special committees may be established under the direction of our Board when necessary to address specific issues. Each of the Audit Committee, the

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Compensation Committee, the Nominating and Corporate Governance Committee and the Science and Technology Committee operates under a written charter. The table below indicates the current members of these Committees.

Audit Committee

Our Audit Committee is responsible for, among other things:

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Our Board of Directors has affirmatively determined that each member of our Audit Committee (i) qualifies as “independent” under Nasdaq’s heightened standards and Rule 10A-3 of the Exchange Act of 1934, as amended (the “Exchange Act”), applicable to audit committee members, and (ii) meets the requirements for financial literacy under the applicable Nasdaq rules and regulations. Our Board has also affirmatively determined that Keith R. Harris, Ph.D. qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.

Compensation Committee

Our Compensation Committee is responsible for, among other things:

Our Board of Directors has determined that each member of our Compensation Committee (i) qualifies as “independent” under Nasdaq’s heightened standards applicable to compensation committee members and (ii) is a “non-employee director” as defined in Section 16b-3 of the Exchange Act.

The Compensation Committee has the authority to retain or obtain the advice of compensation consultants, legal counsel and other advisors to assist in carrying out its responsibilities. Before selecting any such consultant, counsel or advisor, the Compensation Committee reviews and considers the independence of such consultant, counsel or advisor in accordance with applicable Nasdaq rules. We must provide appropriate funding for payment of reasonable compensation to any advisor retained by the Compensation Committee.

Compensation Consultants

In accordance with its authority to retain consultants and advisors described above, the Compensation Committee has engaged the services of Total Compensation Solutions (“TCS”) on an annual basis as its compensation consultant to provide advice, consulting and guidance on executive, non-employee director and employee retention and incentive plans.

All services related to executive and director compensation provided by TCS during 2022 were conducted under the direction or authority of the Compensation Committee, and all work performed by TCS was pre-approved by the Compensation Committee. Neither TCS nor any of its affiliates maintains any other direct or indirect business relationships with us or any of our subsidiaries. Additionally, during 2022, TCS did not provide any services to us unrelated to executive and director compensation.

The Compensation Committee evaluated whether any work provided by TCS raised any conflict of interest for services performed during 2022 and determined that it did not.

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Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is responsible for, among other things:

Our Board has determined that each member of our Nominating and Corporate Governance Committee qualifies as “independent” under Nasdaq rules applicable to nominating and corporate governance committee members.

Science and Technology Committee

Our Science and Technology Committee is responsible for, among other things:

Director Nominations Process

The Nominating and Corporate Governance Committee is responsible for recommending candidates to serve on the Board and its Committees. In considering whether to recommend any particular candidate to serve on the Board or its Committees or for inclusion in the Board’s slate of recommended director nominees for election at the annual general meeting of shareholders, the Nominating and Corporate Governance Committee considers the criteria set forth in our Corporate Governance Guidelines. Specifically, the Nominating and Corporate Governance Committee may take into account many factors, including without limitation: personal and professional integrity, ethics and values; experience in corporate management, such as serving as an officer or former officer of a publicly held company; strong finance experience; relevant social policy concerns; experience relevant to the Company’s industry; experience as a board member or executive officer of another publicly held company; relevant academic expertise or other proficiency in an area of the Company’s operations; diversity of expertise and experience in substantive matters pertaining to the Company’s business relative to other Board members; diversity of background and perspective, including, but not limited to, with respect to age, gender, gender identification, self-identifying as female, as an underrepresented minority

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or as LGBTQ+, race, ethnicity, place of residence and specialized experience; practical and mature business judgment, including, but not limited to, the ability to make independent analytical inquiries; and any other relevant qualifications, attributes or skills. In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee may also consider the director’s past attendance at meetings and participation in and contributions to the activities of the Board.

We consider diversity, such as race, ethnicity, gender and membership in an underrepresented community, as part of the criteria with regard to identifying director nominees, but do not have a formal diversity policy. Such characteristics were considered in connection with the appointment of Debra Yu, M.D. to our Board. The Board evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best perpetuate the success of the business and represent shareholder interests through the exercise of sound judgment using its diversity of experience in these various areas.

In identifying prospective director candidates, the Nominating and Corporate Governance Committee may seek referrals from other members of the Board, management, shareholders and other sources, including third party recommendations. The Nominating and Corporate Governance Committee also may, but need not, retain a search firm in order to assist it in identifying candidates to serve as directors of the Company. The Nominating and Corporate Governance Committee uses the same criteria for evaluating candidates regardless of the source of the referral or recommendation. When considering director candidates, the Nominating and Corporate Governance Committee seeks individuals with backgrounds and qualities that, when combined with those of our incumbent directors, provide a blend of skills and experience to further enhance the Board’s effectiveness. In connection with its annual recommendation of a slate of nominees, the Nominating and Corporate Governance Committee also may assess the contributions of those directors recommended for re-election in the context of the Board evaluation process and other perceived needs of the Board. Debra Yu, M.D., one of our Class II director nominees, was recommended as a potential candidate for election to our Board by the Company’s senior management and the Company’s largest shareholder, Perceptive Advisors.

Each of the Class II director nominees to be elected at the Annual Meeting was evaluated in accordance with our standard review process for director candidates in connection with their initial appointment and their nomination for re-election at the Annual Meeting.

When considering whether the directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focused primarily on the information discussed in each Board member’s biographical information set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. This process resulted in the Board’s nomination of the incumbent directors named in this Proxy Statement and proposed for election by our shareholders at the Annual Meeting.

The Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders, and such candidates will be considered and evaluated under the same criteria described above. Any recommendation submitted to the Company should be in writing and should include any supporting material the shareholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors if elected. Shareholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of our Secretary, MeiraGTx Holdings plc, 450 East 29^th Street, 14^th Floor, New York, New York 10016. All recommendations for nominations received by our Secretary that satisfy the requirements under the rules of the SEC relating to such director nominations will be presented to the Nominating and Corporate Governance Committee for its consideration. For additional information, regarding shareholder proposals, see “Shareholder Proposals and Director Nominations.”

Board Diversity

Our Board of Directors values the diversity of its members. As noted above, our Board of Directors considers diversity, including gender and ethnic diversity, as adding to the overall mix of perspectives of our Board of Directors as a whole. With the assistance of the Nominating and Corporate Governance Committee, our Board of Directors regularly

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reviews trends in board composition, including on director diversity. The following table provides certain information about the composition and diversity of our Board as required under Nasdaq listing standards.

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Board Role in Risk Oversight

The Board of Directors has overall responsibility for risk oversight, including, as part of regular Board and Committee meetings, general oversight of executives’ management of risks relevant to the Company. A fundamental part of risk oversight is not only understanding the material risks a company faces and the steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the Company. The involvement of the Board of Directors in reviewing our business strategy is an integral aspect of the Board’s assessment of management’s tolerance for risk and its determination of what constitutes an appropriate level of risk for the Company. While the full Board has overall responsibility for risk oversight, it is supported in this function by its Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Science and Technology Committee. Each of the Committees regularly reports to the Board.

The Audit Committee assists the Board in fulfilling its risk oversight responsibilities by periodically reviewing our accounting, reporting and financial practices, including the integrity of our financial statements, the surveillance of administrative and financial controls, our compliance with legal and regulatory requirements and our enterprise risk management program. The Audit Committee also oversees financial risks and information security risks (including cybersecurity and data protection). Through its regular meetings with management, including the finance, legal, compliance, risk, internal control and information technology functions, the Audit Committee reviews and discusses significant areas of our business and summarizes for the Board areas of risk and the appropriate mitigating factors. The Compensation Committee assists the Board by overseeing and evaluating risks related to the Company’s compensation structure and compensation programs, including the formulation, administration and regulatory compliance with respect to compensation matters. The Nominating and Corporate Governance Committee assists the Board by overseeing and evaluating programs and risks associated with Board organization, membership and structure, independence, potential conflicts of interest and corporate governance, as well as risks relating to our non-financial compliance programs. The Science and Technology Committee reviews our pipeline to evaluate our progress in achieving our long-term strategic research and development goals and objectives and assure that we make well-informed choices in investment in research and development and technology. In addition, our Board receives periodic detailed operating performance reviews from management.

Committee Charters and Corporate Governance Guidelines

Our Corporate Governance Guidelines, charters of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Science and Technology Committee and other corporate governance information are available under the “Corporate Governance” section of the “Investors & Media” page of our website located at https://meiragtx.com/, or by writing to our Secretary at our offices at 450 East 29^th Street, 14^th Floor, New York, New York 10016.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics (the “Code of Conduct”) that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal

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accounting officer or controller or persons performing similar functions. A copy of our Code of Conduct is available under the “Corporate Governance” section of the “Investors & Media” page of our website located at https://meiragtx.com/, or by writing to our Secretary at our offices at 450 East 29^th Street, 14^th Floor, New York, New York 10016. We intend to make any necessary disclosures regarding amendments to, or waivers from, provisions of our Code of Conduct that applies to any of our directors and executive officers on our website rather than by filing a Current Report on Form 8-K.

Anti-Hedging Policy

Our Board of Directors has adopted an Insider Trading Compliance Policy, which applies to all of our directors, officers and employees. The policy prohibits our directors, officers and employees from engaging in hedging or monetization transactions, such as zero-cost collars and forward sale contracts; short sales; and transactions in publicly traded options, such as puts, calls and other derivatives involving our equity securities.

Communications with the Board

Any shareholder or any other interested party who desires to communicate with our Board of Directors, our non-management directors or any specified individual director, including our chairman, may do so by directing such correspondence to the attention of our Secretary, MeiraGTx Holdings plc, 450 East 29^th Street, 14^th Floor, New York, New York 10016. Our Secretary will forward the communication to the appropriate director or directors as appropriate. Any complaints or concerns relating to our accounting, internal accounting controls or auditing matters will be referred to the chairman of the Audit Committee. Other concerns will be referred to the chairman of the Board with a copy to the chairman of the Nominating and Corporate Governance Committee. Any complaints or concerns may be reported anonymously or confidentially. We strictly prohibit any retaliation for reporting a possible violation of law, ethics, or firm policy regardless of whom the report concerns.

EXECUTIVE COMPENSATION

OverviewOverview

This section discusses the material components of the executive compensation program for our executive officers who are named in the “2021“2022 Summary Compensation Table” below. In 2021,2022, our “named executivesexecutive officers” and their positions were as follows:

We had another stronga successful year operationally in 20212022 as we continued to make significantimportant progress in a number of key areas, including clinical regulatory,development, manufacturing, research and overall business development.raising additional capital. The executive team has continued to thoughtfully and efficiently buildremains focused on building a fullyvertically integrated company with several valuable and unique sets of assets, which includeinclude: our therapeutic pipeline, leading manufacturing capabilities, clinical and quality infrastructure, extensive vector engineering capabilities and technology platforms led by our transformative riboswitch gene regulation technology. In particular, our 20212022 performance was attributable to a number of factors, including:

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¹ Michaelides, M et al. Ph1/2 AAV5-RPGR (Botaretigene Sparoparvovec) Gene Therapy Trial in RPGR-associated X-linked Retinitis Pigmentosa (XLRP). Abstract #30071754. Presented at the 2022 American Academy of Ophthalmology Annual Meeting.

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Additionally, as shown below, our total shareholder return (stock price appreciation plus dividends), or TSR, for the one- and three-year periods ended December 31, 2021 exceeded that of our peers¹ and the SPDR S&P Biotech ETF Index (XBI).

The Company believes these strong results were largely driven by the leadership of our named executive officers. The Compensation Committee sought to reward these individuals forDespite our strong operational performance during 2022, the Company’s achievementsshare price was negatively impacted by the difficulties facing publicly traded biotech companies during 2021the year and a challenging global macroeconomic environment. In making its compensation decisions based on 2022 performance, the Compensation Committee considered these factors and approved annual cash bonuses for 2021 reflecteach of our named executive officers that were at least 30% less than the Committee’s desireactual cash bouses earned by the named executive officers for the prior year. Similarly, the equity compensation awards granted to recognizeour named executive officers in February 2023 had a grant date fair value between 35% and 55% lower than the achievementgrant date fair value of goals intendedthe equity awards granted to increase shareholder value, while enhancing the retention of keythese executives who drive this performance.in 2022.

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20212022 Summary Compensation Table

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price during the year, and determined that the guaranteed and performance based bonus amounts payable to Dr. Forbes and Mr. Giroux for 20212022 would be $2,450,000$1,715,000 and $1,880,000,$1,316,000, respectively.

Pursuant to his employment agreement, Dr. ZeldinNaylor has the opportunity to earn an annual discretionary bonus targeted at 50% of his annual base salary.bonus. In December 2021February 2023, the compensation committeeCompensation Committee determined to pay Dr. ZeldinNaylor a bonus for 20212022 performance of $600,000$560,000 based on an assessment of the Company’s achievement of the performance milestonesachievements and results described above.

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Other Elements of Compensation

Retirement Plans

Our named executive officers, other than Dr. Naylor, are eligible to participate in our 401(k) plan in the United States on the same terms as other full-time employees. We match 100% of employee contributions to our 401(k) plan, up to 6% of eligible compensation. Dr. Naylor, who is employed in the United Kingdom, is eligible to receive a pension contribution to a defined contribution pension scheme equal to 10% of his base salary. For 2022, Dr. Naylor elected not to participate in the pension scheme and therefore did not receive the pension contribution from us this year. Instead, he received this amount in base salary. We believe that providing a vehicle for tax-deferred retirement savings adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies.