Sector: Health Care
REGENXBIO INC · Meeting: May 29, 2026
Directors FOR
0
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Election of three Class II Directors
Against Analysis
Dr. Bennett has served since September 2021 and the stock has lost roughly 46% over the past three years while the XBI (SPDR S&P Biotech ETF) gained about 67%, a gap of nearly 113 percentage points that far exceeds our 30-point trigger for companies with negative absolute returns; the 5-year record is even worse (-74% vs XBI), so there is no long-term track record to offset the recent underperformance.
Dr. Karabelas has served since 2015 and has full overlap with the underperformance period; the stock has fallen roughly 46% over three years while the XBI (SPDR S&P Biotech ETF) rose about 67%, a 113-point gap that is nearly four times our trigger threshold, and the 5-year record offers no mitigation given the stock is down 74% over that period as well.
Mr. Tassé has served since 2016 and oversees the full underperformance period; like the other nominees, RGNX's 3-year stock decline of 46% against the XBI (SPDR S&P Biotech ETF) gain of 67% produces a 113-point gap that triggers a no vote, and the 5-year data (-74% vs XBI) confirms this is sustained underperformance rather than a temporary dip.
For Analysis
All three Class II director nominees are recommended AGAINST because REGENXBIO's stock has fallen roughly 46% over three years while the XBI (SPDR S&P Biotech ETF) — the appropriate biotech benchmark — rose about 67%, a gap of approximately 113 percentage points that far exceeds the 30-point trigger threshold applicable to companies with negative absolute returns; the 5-year record (-74% vs XBI) confirms sustained underperformance with no mitigating long-term track record, and all three directors have served long enough to be held accountable.
CEO
Curran Simpson
Total Comp
$4,200,712
Prior Support
N/A
CEO Curran Simpson received total compensation of approximately $4.2 million in 2025, which is within a reasonable range for a CEO at a clinical-stage biotech company with a roughly $480 million market cap, and the pay mix is heavily weighted toward variable compensation — base salary of $665,510 represents only about 16% of total pay, well below the 40% fixed-pay ceiling, with the remainder in equity awards and performance-based cash incentives. The company has a meaningful clawback policy in place and the Compensation Committee is fully independent with an outside consultant; while the stock has underperformed XBI (SPDR S&P Biotech ETF) significantly, the variable pay level itself does not appear to be above benchmark in a way that would trigger a pay-for-performance concern at this absolute dollar level for this role. The annual cash incentive payout of 97% of target reflects a structured, pre-set corporate objectives process rather than discretionary inflation, and the company recently added performance stock units to further tie future pay to outcomes.
Auditor
PricewaterhouseCoopers LLP
Tenure
11 yrs
Audit Fees
$1,455,000
Non-Audit Fees
$2,000
PwC has served since 2015 (about 11 years), well below the 25-year tenure threshold that would raise independence concerns; non-audit fees were only $2,000 against audit fees of $1,455,000, a ratio of less than 0.2% that is far below the 50% threshold; and PwC is a Big 4 firm appropriate for a company of RGNX's size and complexity.
The most significant issue at REGENXBIO's 2026 annual meeting is the company's severe stock underperformance — shares have fallen roughly 46% over three years while the XBI (SPDR S&P Biotech ETF) gained about 67%, triggering AGAINST votes on all three Class II director nominees who have sufficient tenure to be held accountable. The auditor ratification and say-on-pay proposals both pass our policy screens and are recommended FOR, while two option exchange proposals (for non-executive and executive employees) fall outside current policy scope and are noted but not scored.
