Rachel McMinn
About Rachel McMinn
Rachel McMinn, Ph.D., 52, is Executive Chair and Chief Executive Officer of Neurogene Inc. (NGNE). She founded Neurogene OpCo in January 2018 and has led it since inception; she became CEO and Executive Chair of NGNE at the December 18, 2023 merger closing . Her background includes Chief Business and Strategy Officer at Intercept Pharmaceuticals (2014–2017) and 13 years as an award‑winning biotechnology analyst at Bank of America Merrill Lynch, Cowen, and Piper Jaffray . Education: B.A., magna cum laude, Cornell University; Ph.D., The Scripps Research Institute; Post‑Doctoral Miller Fellowship, UC Berkeley . Company performance context: FY2024 net loss of $75.1 million and TSR value of an initial $100 investment at $24 for 2024 (company pay‑versus‑performance table) ; cash, cash equivalents and marketable securities were $312.4 million as of December 31, 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Neurogene OpCo | Founder; Chief Executive Officer; Director | 2018–present | Built gene therapy pipeline and in‑house manufacturing; led merger to form NGNE . |
| Intercept Pharmaceuticals | Chief Business and Strategy Officer | 2014–2017 | Led corporate strategy/business development at a liver disease biotech . |
| Bank of America Merrill Lynch; Cowen; Piper Jaffray | Biotechnology Analyst | ~13 years (prior to 2014) | Award‑winning sell‑side coverage; deep industry knowledge leveraged for operating leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Everyone Medicines | Director | 2021–present | Board service in life sciences; prior director of non‑profit Everyone Foundation (2019–2021) . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base salary ($) | 467,890 | 595,000 |
| Target bonus (%) | 55% | 55% |
| Target bonus ($) | 257,340 (55% of 2023 base) | 327,250 |
| Actual bonus paid ($) | 196,514 | 327,250 |
| Option awards – grant date fair value ($) | 404,087 | 2,535,405 |
| Stock awards – grant date fair value ($) | — | — |
| All other compensation ($) | 12,138 | 7,160 |
| Total compensation ($) | 1,080,629 | 3,464,815 |
Notes:
- 2024 annual bonus paid equaled target for McMinn (55% of base salary) .
- Performance share units (PSUs) granted in 2024 had $0 grant‑date fair value (not deemed probable at grant); maximum market value at grant assuming highest performance was $5,485,591 .
Performance Compensation
| Incentive type | Metric(s) | Structure | Quantum | Vesting triggers |
|---|---|---|---|---|
| Annual cash bonus | Company and/or individual performance goals | Discretionary within targets set by Board/Comp Committee | 2024 actual $327,250 | Paid following year contingent on employment through payment date . |
| PSUs (2024 grant) | Clinical trial enrollment; clinical development milestones | Two‑tranche performance vesting | 152,124 PSUs outstanding; year‑end unearned value $3,477,555 | 50% upon enrollment goals achieved by 6/30/2025; 50% upon clinical development goals by 12/31/2025; both subject to continued employment through the 3rd anniversary of grant . |
| Stock options (time‑based) | Service‑based | 25% at 1‑year, then monthly over 36 months | 93,282 options at $36.06 granted 3/13/2024; fair value $2,535,405 | Standard vesting; ISOs priced at or above FMV; prior ISOs priced at 110% FMV due to 10% holder rules . |
Additional details:
- Equity grant guidelines adopted Sept 2024 to avoid grants near material non‑public information windows; 2024 exec grants occurred before guidelines but committee states it did not time grants around MNPI .
- The 2023 Equity Incentive Plan permits option/SAR repricing or exchange without stockholder approval, a governance risk to monitor .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 1,320,021 shares (includes options exercisable within 60 days) . |
| Ownership as % of outstanding | 9.21% (based on 14,262,066 shares outstanding at 4/16/2025) . |
| Options – exercisable within 60 days | 69,662 shares . |
| Outstanding awards (illustrative) | Options: 10/16/2020 18,556 at $11.79 exp. 10/15/2025; 3/9/2023 16,538 exercisable/21,262 unexercisable at $20.22 exp. 3/8/2028; 3/13/2024 93,282 unexercisable at $36.06 exp. 3/12/2034 . |
| PSUs – unearned | 152,124 units; market/payout value $3,477,555 at 12/31/2024 . |
| Hedging/derivatives policy | Company prohibits short sales, public options/derivatives, and hedging transactions for insiders . |
| Pledging | No pledging disclosure found in proxy; anti‑hedging policy noted . |
| Ownership guidelines | Executive stock ownership guidelines not disclosed in proxy; non‑employee director cash/equity structure and annual option grants disclosed . |
Employment Terms
| Term | Provision |
|---|---|
| Employment agreement date | April 1, 2024 . |
| Base salary | $595,000 (initial) . |
| Target bonus | 55% of base . |
| Annual equity eligibility | As determined by Board/Compensation Committee . |
| Severance (non‑CIC) | If terminated without cause or resigns for good reason: lump sum equal to 12 months base; prior year earned but unpaid bonus; pro‑rata current year bonus; up to 12 months COBRA premiums for self/dependents . |
| Severance (double‑trigger CIC) | If terminated without cause or resigns for good reason within 3 months before or 12 months after a change in control: lump sum 1.5x (base + target bonus); prior year earned but unpaid bonus; up to 18 months COBRA premiums; accelerated vesting of all equity/equity‑based awards . |
| CIC definitions | CIC, Cause, and Good Reason definitions specified; CIC includes >50% beneficial ownership change, board majority change, merger where prior holders no longer hold majority, liquidation, sale of >50% assets . |
| Equity acceleration (plan‑level) | 2023 Plan also provides acceleration upon CIC if not assumed or upon qualifying termination within 12 months post‑CIC . |
| Clawback | Awards subject to clawback/recoupment per policy and plan terms . |
Board Governance
- Board leadership: McMinn serves as Executive Chair and CEO; independent directors hold executive sessions with Lead Independent Director Cory Freedland presiding .
- Independence: Majority of directors are independent; McMinn is not independent (CEO) .
- Committees and roles: | Director | Audit | Compensation | Nominating & Corporate Governance | |---|---|---|---| | Robert Baffi | | Member | Chair | | Cory Freedland | Chair | | | | Rachel McMinn | | | | | Sarah B. Noonberg | | Member | | | Rohan Palekar | Member | Chair | | | Keith Woods | Member | | Member |
- Meetings in 2024: Audit 4; Compensation 4; Nominating 3 ; no director <75% attendance at Board/committee meetings .
Board service history and director compensation:
- McMinn receives no additional compensation for board service; only CEO compensation applies .
- Non‑employee director compensation policy: cash retainers and annual option grants disclosed (chair/member amounts and option grant sizes) .
Dual‑role implications:
- Combined Chair/CEO can streamline strategy execution but concentrates power; NGNE mitigates with independent director executive sessions and a Lead Independent Director .
Director Compensation (Board‑level context)
| Year | Cash fees (policy) | Equity (policy) |
|---|---|---|
| 2024 policy | Board $40k; Audit Chair $15k/Members $7.5k; Compensation Chair $10k/Members $5k; Nominating Chair $8k/Members $4k; March 2025 increases for certain committee retainers . | |
| Equity | Initial 15,400 options vesting over 3 years; Annual 7,700 options vesting by next AGM/1 year . |
Say‑on‑Pay & Shareholder Feedback
- 2025 annual meeting votes: Advisory say‑on‑pay “For” 7,721,866; “Against” 3,174,484; “Abstain” 104,448; Broker non‑votes 480,734 .
- Amendments to equity and ESPP evergreen calculations (to include shares issuable on exercise of prefunded warrants and conversion of preferred) approved by stockholders .
Performance & Track Record
- NGN‑401 program advances: March 24, 2025 press release indicated regulatory update on registrational trial plans to be provided in 1H:25, additional interim clinical data in 2H:25, and EMA PRIME designation; cash runway into 2H:27 . November 13, 2025 press release reported dosing of first participant in Embolden registrational trial, expected complete enrollment in 3–6 months, and interim pediatric cohort data with 35 developmental milestones/skills acquired across eight participants; cash runway through Q1’28 .
- Corporate presentation (Nov 2025): Embolden trial design, goals, and multi‑domain durable gains summary; NGN‑401 generally well‑tolerated at 1E15 vg; in‑house manufacturing capabilities .
Investment Implications
- Alignment: McMinn’s ~9.21% beneficial stake and substantial unearned PSUs strongly tie upside to pivotal clinical execution (clinical enrollment by 6/30/2025; clinical development milestones by 12/31/2025) .
- Retention and trading dynamics: Double‑trigger CIC protection with 1.5x cash multiple and full equity acceleration reduces exit risk; PSUs with 2025 milestone dates may create vest‑driven event timing but insider hedging/derivatives are prohibited, and no pledging disclosures are evident .
- Governance: Combined Chair/CEO structure warrants monitoring; mitigants include majority‑independent board, independent committees, lead independent director, and executive sessions; however, plan‑level repricing authority for options/SARs is a shareholder‑unfriendly feature to watch .
- Execution risk vs value creation: Company has advanced NGN‑401 into a registrational trial with durable multi‑domain pediatric gains; financial runway through Q1’28 supports near‑term catalysts, but losses remain material (FY2024 net loss $75.1M), and TSR metrics in pay‑versus‑performance disclosures reflect early‑stage volatility .