Christine Mikail
About Christine Mikail
Christine Mikail, J.D., age 47, is President and Chief Financial Officer of Neurogene Inc. (NGNE) since December 2023; she previously served as President and CFO of Neurogene OpCo since September 2019. She leads Corporate Strategy and Business Development, Portfolio Management, Operations, and Finance, and brings two decades of life sciences experience spanning strategy, BD, operations, legal, and finance; education includes a B.A. from Rutgers (cum laude) and J.D. from Fordham Law . Company pay-versus-performance disclosure shows cumulative TSR based on an initial fixed $100 investment was 24 in 2024, 20 in 2023, and 11 in 2022, and net loss was $75.1M in 2024 and $36.3M in 2023, contextualizing performance during her tenure as CFO beginning December 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Neurogene OpCo | President & CFO | Sep 2019–Dec 2023 | Led corporate strategy, BD, operations, finance for gene therapy portfolio |
| Axovant Sciences (Sio Gene Therapies) | Chief Administrative Officer, Head of External BD/Alliance Mgmt, General Counsel | Mar 2015–Mar 2017 | Integral team member raising $362M in IPO; scaled corporate functions |
| NPS Pharmaceuticals; Dendreon; Eli Lilly; ImClone | Senior executive roles | Various | Corporate strategy, BD, operations, legal across biopharma platforms |
| Reed Smith; WilmerHale | Corporate & securities lawyer | Prior to industry | Built life sciences focus and capital markets/regulatory expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Neurogene OpCo Board | Director | Dec 2023–present | Board-level insight into operating subsidiary governance |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $455,787 | $515,000 |
| Target Bonus (% of Salary) | Not disclosed | 45% |
| Target Bonus ($) | Not disclosed | $231,750 |
| Actual Bonus Paid ($) | $167,502 | $231,750 |
| All Other Compensation ($) | — | — |
| Total Compensation ($) | $1,132,484 | $3,362,174 |
Performance Compensation
Equity Incentives – Grant Detail and Vesting
| Award Type | Grant Date | Shares/Units | Strike/Fair Value | Vesting Schedule | Performance Link |
|---|---|---|---|---|---|
| Stock Options | 10/01/2019 | 29,452 | $5.82 | 25% at 1 year; monthly over 36 months thereafter | Time-based |
| Stock Options | 10/16/2020 | 37,800 | $10.71 | 25% at 1 year; monthly over 36 months thereafter | Time-based |
| Stock Options | 03/09/2023 | 16,537 (exercisable); 21,263 (unexercisable) | $18.39 | 25% at 1 year; monthly over 36 months thereafter | Time-based |
| Stock Options | 03/13/2024 | 53,900 (unexercisable) | $36.06 | 25% at 1 year; monthly over 36 months thereafter | Time-based |
| RSUs | 03/13/2024 | 31,903 | $729,303 grant-date value | 1/3 on each of first three anniversaries | Time-based |
| PSUs | 03/13/2024 | 100,000 | $2,286,000 market value at grant | 50% upon NGN-401 enrollment goals by 6/30/2025; 50% upon clinical development goals by 12/31/2025; subject to continued employment through 3rd anniversary | Clinical milestones (Rett syndrome) |
Annual Cash Incentive – 2024
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus | Not disclosed | 45% of base salary ($231,750) | $231,750 | 100% of target (as paid) | Paid early 2025 |
Notes:
- Equity award grant practices include guidelines to avoid grants near material nonpublic information events; March 13, 2024 option grants were within four business days before 10-K filing, with disclosed change in market price context per SEC rules .
- Clawback: All awards subject to the Company’s clawback policy and potential recoupment for misconduct .
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Total Beneficial Ownership (shares) | 157,122 |
| Ownership as % of Shares Outstanding | 1.09% (out of 14,262,066 shares) |
| Options Exercisable within 60 Days | 106,048 |
| RSUs Outstanding (unvested) | 31,903 |
| PSUs Outstanding (unearned/unvested) | 100,000 |
| Pledged Shares | Not disclosed; no pledging policy disclosure in proxy |
| Hedging Policy | Hedging prohibited; short sales and derivatives banned |
Employment Terms
| Provision | Base Case Severance (no CIC) | Change-in-Control (double trigger within 3 months before/12 months after CIC) |
|---|---|---|
| Cash Severance | 12 months base salary | 1.25x base salary + target bonus (lump sum) |
| Prior Year Bonus | Pay any bonus earned but unpaid | Pay any bonus earned but unpaid |
| Pro-Rata Current Year Bonus | Pro-rata to termination date | Not explicitly stated (base case provides pro-rata) |
| Health Benefits (COBRA) | Up to 12 months | Up to 18 months |
| Equity Acceleration | None disclosed for base case | Full acceleration of all equity awards |
| Definitions | Cause/Good Reason/CIC definitions standard (felony/fraud, material diminution, >50-mile relocation, majority board change/50% asset sale, >50% beneficial ownership change) |
Compensation Committee and Governance Context
- Compensation Committee: Chair Rohan Palekar; members Sarah Noonberg; oversees executive pay, equity plans, and human capital; engaged Aon plc in 2024 as compensation consultant .
- Say-on-Pay: Annual advisory vote on executive compensation scheduled; Board recommends “FOR” .
- Equity plans: 2023 Equity Incentive Plan with evergreen; amendment proposed to include prefunded warrants and preferred conversions in reserve calculations; change-in-control provisions include potential accelerated vesting if awards not assumed .
Risk Indicators & Red Flags
- Anti-hedging policy in place; no explicit pledging policy disclosed—monitor for any pledging in future filings .
- Large performance-based equity (PSUs) tied to near-term clinical milestones creates potential insider selling pressure upon vesting dates (subject to trading windows and policies) .
- Evergreen share increases (4% for EIP; 1% for ESPP) can increase dilution; technical amendments include prefunded warrants/preferred conversions in calculations .
Investment Implications
- Pay-for-performance alignment: 2024 PSUs directly link equity payouts to NGN-401 enrollment and clinical development milestones (June 30 and December 31, 2025), aligning incentives with value-creating clinical execution; full equity acceleration under CIC (double trigger) raises retention value in strategic scenarios .
- Retention risk: Base-case severance of 12 months salary plus pro-rata bonus and COBRA suggests meaningful protection; enhanced CIC severance (1.25x salary+bonus, 18 months COBRA, full acceleration) reduces departure risk during transformative events .
- Near-term supply: RSUs vest annually over three years from March 13, 2024, and options vest monthly after the first anniversary, potentially adding sellable shares subject to trading windows; monitor Form 4s around the first and second anniversaries and after PSU milestone certifications .
- Governance: Clawback and anti-hedging policies mitigate misalignment; lack of disclosed pledging policy warrants continued monitoring; compensation oversight by experienced committee with external advisor supports discipline .