Keith Woods
About Keith Woods
Robert “Keith” Woods, age 57, has served as an independent Class II director of Neurogene Inc. since December 2023 and is nominated to serve through the 2028 annual meeting. He brings 30+ years of biopharmaceutical operating leadership, including COO of argenx (2018–2023) and senior commercial roles at Alexion, Roche, Amgen, and Eisai, and holds a B.S. in Marketing from Florida State University . The Board has determined Mr. Woods is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| argenx SE (Nasdaq: ARGX) | Chief Operating Officer; Advisor to board | COO: Apr 2018–Mar 2023; Advisor ongoing | Led global operations; extensive senior management experience |
| Alexion Pharmaceuticals | SVP, North American Operations; VP & MD, Alexion UK; VP U.S. Operations; Executive Director of Sales | Various | Managed U.S./Canada teams; responsible for >$1B annual sales; led Soliris launch in aHUS |
| Roche; Amgen; Eisai | Various roles of increasing responsibility | ~20 years | Broad commercial and operational experience |
External Roles
| Organization | Role | Since |
|---|---|---|
| X4 Pharmaceuticals (Nasdaq: XFOR) | Director | Oct 2023 |
| Rocket Pharmaceuticals (Nasdaq: RCKT) | Director | Dec 2023 |
| TScan Therapeutics (Nasdaq: TCRX) | Director | Dec 2023 |
| argenx SE | Advisor to board | Ongoing |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member . Audit Committee membership (2024): Cory Freedland (Chair), Rohan Palekar, Keith Woods .
- Independence: Board determined Woods is independent .
- Attendance: In 2024 the Board held five meetings; no director attended less than 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Committee activity: 2024 meetings—Audit: 4; Compensation: 4; Nominating: 3 .
- Board leadership: CEO serves as Executive Chair; independent directors meet in executive session with Cory Freedland presiding .
- Time commitments: Company policy limits directors to no more than four public boards; Woods serves on NGNE plus three other public boards—within policy .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Board annual cash retainer | 40,000 | Standard non-employee director retainer |
| Audit Committee member fee | 7,500 | Member fee (Chair $15,000) |
| Nominating Committee member fee | 4,000 | Member fee (Chair $8,000) |
| Total cash fees (Woods) | 51,500 | Matches committee roles; reported as fees earned in 2024 |
| 2025 committee fee updates (effective Mar 2025) | n/a | Comp Chair $12,000; Comp member $6,000; Nominating Chair $10,000; Nominating member $5,000; Audit member $8,000; Board retainer unchanged |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| Initial stock options (director onboarding) | Jan 2024 | 15,400 | Equal monthly over 3 years | Included in total option awards below |
| Annual stock options (director) | Jun 2024 | 7,700 | 100% at 1st anniversary or next annual meeting | Included in total option awards below |
| 2024 Option Awards (total, Woods) | 2024 | — | — | 605,134 |
No director performance-based metrics (e.g., revenue/EBITDA/TSR hurdles) are disclosed for non-employee directors; option grants vest based on service as noted .
Other Directorships & Interlocks
| Company | Relationship to NGNE | Potential Interlock/Conflict Notes |
|---|---|---|
| X4 Pharmaceuticals; Rocket Pharmaceuticals; TScan Therapeutics | Unrelated public biopharma companies | Within NGNE’s board service limit; no NGNE-disclosed transactions or related-party dealings with these companies . |
Expertise & Qualifications
- 30+ years biopharma operational leadership; commercialization and market access expertise; led >$1B sales operations at Alexion; COO experience at argenx .
- Global management across U.S., Canada, UK markets; launch execution (Soliris in aHUS) .
- Governance experience via multiple public company boards .
- Education: B.S. in Marketing, Florida State University .
Equity Ownership
| Metric | Value | As Of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 14,544 | Apr 16, 2025 | Consists of options exercisable within 60 days; <1% of shares outstanding |
| Ownership % | <1% | Apr 16, 2025 | As disclosed in proxy ownership table |
| Outstanding options (director) | 23,100 | Dec 31, 2024 | Director options outstanding |
| Anti-hedging policy | Prohibits shorts, options, and hedging | Policy-level | Insider trading and anti-hedging policy applies to directors |
Governance Assessment
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Strengths
- Independent director with deep operating pedigree in rare diseases and commercialization; relevant to NGNE’s clinical-stage strategy and commercialization planning .
- Active engagement: committee service on Audit and Nominating; Board and committee attendance met expectations; governance structures and policies (executive sessions, code of ethics, anti-hedging) support oversight .
- Compensation alignment for directors relies primarily on service-vesting options, promoting ownership without cash-heavy entitlements; cash fees consistent with policy .
-
Watch items / potential investor confidence considerations
- Board workload: Woods serves on three other public company boards in addition to NGNE—still within NGNE’s four-board limit, but elevated commitments warrant ongoing monitoring for bandwidth and attendance .
- Company-level governance features (classified board, supermajority provisions, plurality voting, no stockholder-called special meetings) can constrain stockholder rights; not specific to Woods but relevant to overall board accountability context .
- No related-party transactions involving Woods are disclosed; continued adherence to related-party review policy mitigates conflict risk .
-
Compensation structure signals
- 2025 increases to certain committee fees are modest and appear to reflect market alignment; equity remains a core component of director pay, with clear vesting schedules and plan-level clawback provisions via the 2023 Plan .
Overall, Woods’ operating and commercialization expertise, independence, and committee participation support board effectiveness; monitoring time commitments and the company’s protective governance structure remains prudent for investor confidence .