Allan Fox
REGENXBIOAbout Allan Fox
Allan M. Fox (age 77) is a Class I director of REGENXBIO, serving on the board since February 2009 and as Chairman from June 2020 to June 2024. He is the founding partner of FOXKISER (formed in 1986), with prior public-sector roles including Chief of Staff/Chief Legislative Assistant to U.S. Sen. Jacob Javits and Chief Counsel to the Senate Health and Scientific Research Subcommittee (Chair: Sen. Edward Kennedy); he holds a B.A. and J.D. from Temple University and an LL.M. from Yale Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FOXKISER | Founding Partner | Since 1986 | Strategic development of biomedical innovations; investor/operator shaping biotech ventures |
| U.S. Senate (Javits) | Chief of Staff and Chief Legislative Assistant | Not disclosed | Leadership, policy, legislative strategy |
| U.S. Senate Health and Scientific Research Subcommittee (Kennedy) | Chief Counsel | Not disclosed | Health/science oversight and policy formation |
| Yale Law School | Fellow in Law, Science and Medicine | Not disclosed | Interdisciplinary expertise; LL.M. credential |
| Kaye Scholer (Washington office) | Co-led establishment | Not disclosed | Law firm leadership and market development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| REGENXBIO | Founder | Not disclosed | Founding contributor to corporate formation |
| Dimension Therapeutics, Inc. | Founder/developer | Not disclosed | Subsequent acquisition by Ultragenyx noted in director bios elsewhere; listed as venture participation |
Board Governance
- Independence: Board has determined Mr. Fox is not independent under Nasdaq standards (exceptions: Simpson, Mills, Fox; 7 of 10 directors are independent) .
- Committee assignments: Not listed on Audit, Compensation, or Nominating & Corporate Governance Committees, which are fully independent .
- Chair/leadership history: Served as Chairman (June 2020–June 2024); current Chairman is Kenneth T. Mills; Lead Independent Director is Daniel Tassé (appointed July 1, 2024) with defined authority over executive sessions and agendas .
- Attendance: Board met eight times in 2024; each director attended ≥75% of aggregate board/committee meetings during their service period .
- Committee meeting cadence (context): Audit 5; Compensation 8; Nominating & Corporate Governance 4 (all independent) .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Board Member annual retainer | 45,000 | Paid quarterly |
| Chairman of the Board (additional) | 35,000 | When applicable; paid quarterly |
| Lead Independent Director (additional) | 25,000 | When applicable; paid quarterly |
| Audit Committee Chair | 20,000 | Paid quarterly |
| Audit Committee Member | 10,000 | Paid quarterly |
| Compensation Committee Chair | 15,000 | Paid quarterly |
| Compensation Committee Member | 7,500 | Paid quarterly |
| Nominating & Corporate Governance Chair | 10,000 | Paid quarterly |
| Nominating & Corporate Governance Member | 5,000 | Paid quarterly |
2024 individual compensation for Allan M. Fox:
| Name | Fees Earned ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Allan M. Fox | 62,500 | 206,245 | 68,737 | 337,481 |
- Mix: Equity comprised $274,982 of his $337,481 total (≈81.5%), indicating strong equity alignment via time-based equity grants .
Performance Compensation
| Director Equity Structure | Value/Terms | Vesting | Change-of-Control Treatment |
|---|---|---|---|
| Annual grant to non-employee directors | $275,000 aggregate; 75% options, 25% RSUs | Options vest monthly over 12 months; RSUs vest in full at 1-year anniversary | Immediate full vesting of director options and RSUs upon change in control |
| Initial grant for newly appointed directors | $550,000 aggregate; 75% options, 25% RSUs | Options vest monthly over 36 months; RSUs vest 1/3 each year over 3 years | Immediate full vesting upon change in control |
| Performance Metrics tied to Director Compensation | Status |
|---|---|
| Explicit performance metrics (TSR, revenue, ESG) | None disclosed; director equity is time-based vesting, not performance-conditioned |
Other Directorships & Interlocks
- Current public company boards: Not disclosed for Mr. Fox in the 2025 proxy .
- Shared directorships with competitors/suppliers/customers: Not disclosed .
- Private/non-profit/academic roles: Not disclosed beyond FOXKISER and Senate/Yale roles .
Expertise & Qualifications
- Legal/policy expertise; senior U.S. Senate staff leadership (Javits/Kennedy), and legal fellowship at Yale .
- Biotech venture formation and strategic advisory experience (FO XKISER; founding roles at REGENXBIO and Dimension Therapeutics) .
- Education: B.A., J.D. (Temple), LL.M. (Yale Law) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Components |
|---|---|---|---|
| Entities affiliated with Allan M. Fox | 2,882,466 | 5.75% | LLCs (AMF Family Gift Trust LLC, AMF Gift Trust LLC, HBF Gift Trust LLC, Quaker Gray LLC), with Mr. Fox controlling voting/investment decisions |
| Allan M. Fox (director line item) | 3,043,922 | 6.05% | Includes 150,170 options exercisable or exercisable within 60 days; 4,790 RSUs that may vest within 60 days |
| Options (exercisable within 60 days) | 150,170 | — | Included in beneficial ownership |
| Unvested RSUs (may vest within 60 days) | 4,790 | — | Included in beneficial ownership |
- Hedging/pledging: Company policy prohibits hedging and short sales, and pledging is not permitted without prior approval; applicable to directors .
- Related-party transactions: None above $120,000 in 2024 involving directors or entities; audit committee pre-approves related-party transactions per policy .
Governance Assessment
- Committee roles and independence: Mr. Fox is not independent and is not seated on any board committees, which are fully independent—appropriate segregation given independence designation .
- Alignment: Significant beneficial ownership (≈6%) and equity-heavy director pay mix support skin-in-the-game; time-based vesting lacks performance conditioning (neutral for pay-for-performance in director context) .
- Engagement and board process: Board met eight times in 2024 with ≥75% attendance; lead independent structure provides counterbalance to a non-independent Chairman and non-independent directors (including Mr. Fox) .
- Compensation structure governance: No option repricing permitted under the proposed 2025 plan; clawback policy applies to incentive compensation; director awards in 2024 follow standardized vesting and change-in-control provisions .
Red flags and mitigants:
- RED FLAG: Non-independence may limit committee participation; mitigated by fully independent committees and codified Lead Independent Director responsibilities .
- Potential conflict via external business interests: No related-party transactions reported in 2024; audit committee oversight and policy in place .
- Share pledging risk: Policy restricts pledging and hedging, reducing misalignment risk .