Geoff McDonough
About Geoff McDonough
Geoff McDonough, M.D., is Generation Bio’s long‑time CEO (Oct 2017–Oct 31, 2025) and current non‑employee Chair of the Board; he stepped down as CEO effective Oct 31, 2025 and will receive non‑employee director pay thereafter . He is 54, holds B.S. in Biology and B.A. in Philosophy from UNC Chapel Hill, and an M.D. from Harvard Medical School, with residencies at MGH and Boston Children’s Hospital . He previously served as President & CEO of Swedish Orphan Biovitrum AB (Sobi) from Aug 2011–May 2017 and has been a Generation Bio director since Oct 2017 (Class I, term ends at 2027 annual meeting) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Generation Bio Co. | President & Chief Executive Officer; Director | Oct 2017 – Oct 31, 2025 (CEO); Director since Oct 2017 | Led strategy; transitioned to non‑employee Board Chair effective Oct 31, 2025 |
| Swedish Orphan Biovitrum AB (Sobi) | President & Chief Executive Officer | Aug 2011 – May 2017 | Led biopharma operations and growth |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Third Harmonic Bio, Inc. | Director | Mar 2024 – present | Public company directorship |
| Surface Oncology, Inc. | Director | Feb 2018 – Mar 2022 | Prior public board |
| Zafgen, Inc. | Director | Sep 2015 – May 2020 | Prior public board |
| PTC Therapeutics, Inc. | Director | Sep 2012 – Sep 2017 | Prior public board |
Board Governance
- Role: Board Chair (non‑employee) effective Oct 31, 2025; previously CEO and director .
- Committee assignments: Not listed as a member of Audit, Talent (Compensation), or Nominating & Corporate Governance (NCG) committees in the 2025 proxy .
- Independence: Board determined in April 2025 that all directors except Dr. McDonough are independent under Nasdaq rules (he was CEO at that time) . Post‑CEO, he entered a paid consulting agreement and became Board Chair, which would typically preclude independence; the 8‑K discloses consulting payments and continued equity vesting .
- Attendance: In 2024 the full Board met 5 times; each director attended ≥75% of aggregate Board and committee meetings for their service periods .
- Board structure: Chairman and CEO roles separated; Rhodes previously served as Chair; McDonough became Chair Oct 31, 2025 .
Fixed Compensation
| Component | Amount/Terms | Period/Notes |
|---|---|---|
| CEO Base Salary (earned) | $655,301 | FY2024 (from Summary Comp Table) |
| CEO Base Salary (current setting at time of filing) | $682,607 | As disclosed in employment/severance section (reflects latest setting) |
| Non‑Employee Director Cash Fees | $40,000 Board retainer; Chair +$30,000; Audit +$7,500 (Chair +$7,500); Talent +$7,500 (Chair +$7,500); NCG +$4,000 (Chair +$4,000) | Director program; paid in arrears; reimbursed expenses |
| Non‑Employee Director Equity | Initial option 60,000 shares (3‑yr monthly vest); Annual option 30,000 shares (vests by next AGM/1‑yr) | Effective Apr 1, 2024 program terms |
| Post‑CEO Status | Will be compensated as non‑employee director under program | Effective Oct 31, 2025 per 8‑K |
Performance Compensation
| Metric | 2024 Value | Notes |
|---|---|---|
| Target Bonus % (CEO) | 55% | Talent Committee design |
| Corporate Achievement Factor | 100% | FY2024 assessment |
| Actual Bonus Paid (CEO) | $360,416 | FY2024 payout |
| CEO Option Grant (Annual 2024) | 506,250 options @ $1.86; 10‑yr term; 4‑yr vest (25% at 1‑yr, then quarterly) | Granted Jan 2, 2024 |
| CEO 2024 Option Grant Fair Value | $790,358 | Grant‑date fair value (ASC 718) |
Performance metric design notes
- 2024 corporate goals included T‑cell ctLNP delivery milestones, NHP delivery studies, platform/readiness work, culture/engagement initiatives, and relaunching investor thesis; achievement assessed at 100% for bonus determination .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlocks |
|---|---|---|---|
| Third Harmonic Bio, Inc. | Public | Director | None disclosed with GBIO competitors/suppliers/customers |
| Surface Oncology; Zafgen; PTC Therapeutics | Public (former) | Director | Prior roles only |
Expertise & Qualifications
- Leadership in biopharma/rare disease; prior CEO at Sobi; broad operator experience .
- Education and clinical training (Harvard MD; residencies at MGH/Boston Children’s) .
- Governance experience across multiple public biotech boards .
Equity Ownership
| Category | Shares/Units | Notes |
|---|---|---|
| Directly held common | 1,345,938 | As of Record Date Apr 7, 2025 |
| Options exercisable or exercisable within 60 days | 1,188,208 | Counts toward beneficial ownership |
| RSUs vesting within 60 days | 5,274 | Counts toward beneficial ownership |
| McDonough Family 2018 Irrevocable Trust | 226,462 | Beneficially owned; see trust details |
| McDonough Family 2020 Irrevocable Trust | 275,000 | Beneficially owned; see trust details |
| Total beneficial ownership | 3,040,882 | 4.5% of outstanding shares |
| Pledging/Hedging | Prohibited by policy | Anti‑hedging/pledging policy |
Employment, Severance, and Consulting Arrangements
- Standard Severance Plan Benefits (pre‑transition): If terminated without cause/for good reason outside a change‑in‑control (CIC), CEO receives 12 months base salary, up to 12 months COBRA, discretionary prorated bonus, and 25% vesting acceleration; if within one year post‑CIC, 18 months base salary, 18 months COBRA, 150% target bonus, and full equity acceleration .
- Actual Separation (Oct 31, 2025): Lump sum cash severance ~ $700,000 (12 months), prorated 2025 bonus ~ $300,000 at 100% corporate achievement, up to 12 months COBRA, 25% vesting acceleration, and an additional ~$70,000 transition bonus tied to the strategic alternatives process; subject to release .
- Consulting: From Nov 1, 2025–Oct 31, 2026 at $500/hour, with continued vesting of unvested equity during consulting term .
Director Compensation Context (Program and 2024 Reference)
- 2024 non‑employee director compensation (others): Cash fees plus option awards with grant‑date fair value ~$166,476 per director; Chair received higher cash fees; McDonough did not receive director pay while CEO .
- Program design (effective Apr 1, 2024): $40k Board retainer; $30k Board Chair; committee retainers; initial 60k option grant; annual 30k option grant (10‑yr term, vesting schedules as noted) .
Related‑Party & Conflict Considerations
- Independence: As of April 2025, the Board determined Dr. McDonough was not independent due to CEO role; upon stepping down, he became non‑employee Chair but entered a paid consulting agreement, which typically continues to preclude independence under Nasdaq standards; the 8‑K explicitly discloses consulting fees and continued vesting .
- Family/Trusts: Shares held in 2018 and 2020 family trusts are included in beneficial ownership; no related‑party transactions disclosed involving these trusts .
- Company‑level related party: Moderna became a >5% holder via a 2023 share purchase; GBIO also has a collaboration with Moderna; GBIO has a related‑person transactions policy and routed such matters through the Audit Committee .
- No family relationships among directors/officers; no material legal proceedings disclosed for directors/officers .
Compensation Structure Analysis (Signals)
- Cash vs. equity mix: 2024 CEO pay included base salary ($655k), bonus ($360k), and a large annual option grant (grant‑date FV $790k), consistent with at‑risk equity emphasis for early‑stage biotech .
- Retention/adjustment awards: The company granted additional option awards in Dec 2023 for retention across employees; 2024 CEO annual option grant continued (no repricing disclosed) .
- Clawback: Compensation recovery policy effective Oct 2, 2023 aligned with Dodd‑Frank/Nasdaq standards .
- Anti‑hedging/pledging: Policy prohibits short sales, derivatives, and pledging .
- Say‑on‑pay: Stockholders approved advisory vote on NEO compensation by a significant majority at the 2024 annual meeting .
Risk Indicators & Red Flags
- Listing Compliance/Reverse Split: Board sought and obtained authority for, then executed, a 1‑for‑10 reverse split in July 2025 to regain Nasdaq minimum bid price compliance—marker of share price pressure and potential financing constraints .
- Leadership Transitions: CEO transition (to Board Chair with paid consulting and equity vesting continuation), interim CEO appointment, and prior executive departures (CFO/CSO) elevate governance and execution risk during a strategic alternatives review .
- Independence/Chair Role: Non‑employee Chair combined with consulting relationship undermines director independence optics and may draw investor scrutiny on governance checks and balances .
- No tax gross‑ups; clawback in place—a mitigating factor for pay governance .
Governance Assessment
- Strengths: Deep sector/operator experience; robust equity‑based incentives; anti‑hedging/pledging and clawback policies; Board separation of CEO/Chair roles (structurally) .
- Watch‑items: Not independent (pre‑ and post‑transition due to consulting); concentration of influence as Chair plus consulting; turbulent period with executive turnover and reverse split; ensure rigorous use of independent committees and clear boundaries on consulting scope/decision‑making .
- Alignment: Significant beneficial ownership (direct/options/trusts) suggests meaningful skin‑in‑the‑game; pledging prohibited .
All information above is sourced from Generation Bio’s 2025 and 2024 definitive proxy statements and subsequent 8‑Ks: Background/roles/age/education ; Independence and committee composition ; Attendance ; CEO transition, Chair/consulting and director pay eligibility ; CEO 2024 compensation and bonus ; 2024 goals/achievement ; Option grants ; Severance plan and actual separation terms ; Director compensation program and fees ; Beneficial ownership and trusts ; Related‑party policy and Moderna transaction ; Clawback and anti‑hedging ; Reverse split process and execution .