Curran Simpson
REGENXBIOAbout Curran Simpson
Curran Simpson, age 63, is President and CEO of REGENXBIO and a director since July 2024, after serving as EVP, Chief Operating Officer since 2015; prior roles include senior operating leadership at GSK/Human Genome Sciences, Biogen, Genentech and others, with an M.S. in Surface and Colloid Science and B.S. in Chemistry/Chemical Engineering from Clarkson University . As CEO in 2024, company pay-versus-performance disclosures show Company TSR value of $18.87 (per $100 baseline), net loss of $227.1 million, and ending cash/cash equivalents/marketable securities of $244.9 million; CEO “compensation actually paid” (CAP) for Simpson was $1.87 million for 2024 . The Board separates Chair/CEO roles (Chair: former CEO Kenneth Mills) and has a Lead Independent Director (Daniel Tassé) overseeing independent sessions; Simpson is not considered independent .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| REGENXBIO | President & CEO; Director | Since Jul 2024 | Internal elevation to CEO; continuity from prior COO role and senior team transitions . |
| REGENXBIO | EVP, Chief Operating Officer | Aug 2015–Jul 2024 | Led operations through pipeline prioritization and cost reductions; prepared programs for pivotal/late-stage execution . |
| GlaxoSmithKline (incl. Human Genome Sciences division) | Regional Supply Chain Head NA & Interim COO (GSK) | Dec 2012–Aug 2015 | Oversaw regional supply chain; interim COO responsibilities at scale . |
| Human Genome Sciences (HGS) (GSK division) | SVP, Operations; VP, Manufacturing Ops; Interim CEO | Jan 2003–Dec 2012 | Led HGS operations and served as interim CEO leading HGS integration into GSK . |
| Biogen; Covance Biotechnology Services; Novo‑Nordisk Biochem; Genentech; Genencor | Various roles | Prior to 2003 | Manufacturing/operations leadership across large-cap/biotech platforms . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Alliance for Regenerative Medicine | Board of Directors (member) | Not disclosed | Sector advocacy organization for cell/gene therapies . |
Fixed Compensation
| Year | Base salary (approved) ($) | Target bonus (% base) | Actual bonus paid ($) | Notes |
|---|---|---|---|---|
| 2024 | 610,000 | 60% | 289,689 | Prorated: 40% target through 7/1/24 as COO, 60% as CEO thereafter . |
| 2023 | 512,928 | 40% | 166,701 | Served as COO . |
Performance Compensation
- Annual cash incentive construction and 2024 outcomes:
- CEO payout based 100% on corporate objectives; other NEOs had 75/25 corporate/individual weighting .
- 2024 corporate objective achievement yielded a 100% payout vs target (weighted: milestones 55% of 60%, financial strength 25% of 25%, partnerships 15% of 10% due to exceeding, platform 5% of 5%) .
| Corporate Objective (2024) | Weighting (% corp) | Performance level | % of corp obj achieved |
|---|---|---|---|
| Late-stage milestones (ABBV‑RGX‑314, RGX‑202, RGX‑121) | 60% | Substantially achieved | 55% |
| Maintain financial strength (resources into 2026) | 25% | Achieved | 25% |
| Execute strategic partnerships | 10% | Exceeded | 15% |
| Increase value of early portfolio/NAV platform | 5% | Achieved | 5% |
| Total | 100% | 100% |
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2024 CEO actual cash incentive: $289,689 (prorated across roles) .
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Long-term equity incentives and 2024 CEO grants:
- Annual design allows executive election among mixes of options/RSUs; options generally 4-year vesting (25% after 12 months, then monthly), RSUs 4-year vesting (25% annually on the first day of the grant month anniversary) .
- 2024 CEO grants:
| Grant date | RSUs (shares) | RSU grant-date FV ($) | Options (shares) | Option grant-date FV ($) | Exercise price ($/sh) | Vesting |
|---|---|---|---|---|---|---|
| 1/2/2024 | 38,462 | 705,393 | 61,050 | 697,912 | 18.34 | Options: 4-year 25%/12mo then monthly; RSUs: 25% annually on Jan 1 . |
| 7/1/2024 | 56,458 | 624,990 | 272,189 | 1,874,999 | 11.07 | Options: 4-year 25%/12mo then monthly; RSUs: 25% annually on Jul 1 . |
- Pay mix emphasizes at-risk comp: 2024 CEO total comp 90% variable/performance-based per proxy charts .
Equity Ownership & Alignment
- Beneficial ownership: 301,438 shares beneficially owned by Curran Simpson as of April 1, 2025; less than 1% of 50,116,910 shares outstanding . No director compensation for Simpson in 2024 (CEO-director) .
- Outstanding equity awards (12/31/2024 snapshot):
| Instrument | Vesting commencement | Exercisable | Unexercisable | Exercise price ($) | Expiration | Unvested RSUs | RSU market value at $7.73 ($) |
|---|---|---|---|---|---|---|---|
| Stock option | 1/4/2021 | 61,002 | 1,298 | 44.97 | 1/4/2031 | — | — |
| Stock option | 1/3/2022 | 37,260 | 13,840 | 34.31 | 1/3/2032 | 5,350 | 41,356 |
| Stock option | 1/3/2023 | 25,389 | 27,597 | 22.25 | 1/3/2033 | 50,959 | 393,913 |
| Stock option | 1/2/2024 | — | 61,050 | 18.34 | 1/2/2034 | 38,462 | 297,311 |
| Stock option | 7/1/2024 | — | 272,189 | 11.07 | 7/1/2034 | 56,458 | 436,420 |
| Totals (RSUs) | — | — | — | — | — | 154,679 | 1,195,669 |
| Reference price used by company | — | — | — | — | — | — | $7.73 close (12/31/24) |
- Implications:
- As of 12/31/2024, all recent option strikes ($11.07–$44.97) were at or above $7.73; options were out-of-the-money at year‑end, reducing near-term exercise/selling pressure from options; RSUs scheduled to vest annually on Jan 1 (for January grants) and Jul 1 (for July grant) create discrete potential selling windows around those dates .
- Anti-hedging and anti-pledging policy prohibits hedging and short sales; pledging is prohibited without prior approval; no pledging by Simpson is disclosed in the proxy .
Employment Terms
- Severance (no change in control): If terminated without cause or resigns for good reason, 12 months base salary paid monthly and up to 9 months COBRA premiums; equity does not accelerate .
- Change-in-control (double trigger): If terminated without cause or resigns for good reason within 18 months post‑CoC (or immediately prior), continued monthly payments for 12 months equal to base salary plus one year of target bonus (paid as 1/12 per month), 12 months COBRA premiums, and full acceleration of all unvested options and RSUs outstanding as of the CoC date .
- Clawback: Policy requires recovery of incentive-based compensation (including stock price/TSR-based) in the event of an accounting restatement, with a 3-year lookback; applies to current/former executive officers .
- Insider trading policy: Blackout windows, preclearance for certain insiders, and published restrictions are in place .
- Stock ownership guidelines: Not disclosed in the 2025 proxy; equity plan structural features (e.g., no repricing without shareholder approval; minimum 1-year vesting for 2025 Plan awards) provide governance guardrails .
Board Governance
- Board service: Director since 2024; Class I nominee for term ending 2028 .
- Roles and independence: CEO-director (not independent); Board separates Chair (Kenneth T. Mills) and CEO; Lead Independent Director (Daniel Tassé) presides over independent sessions and liaises with management, mitigating dual‑role concentration risks .
- Committees: Audit (Migausky Chair; Zachary; Stump), Compensation (Tassé Chair; Karabelas; Glucksmann), Nominating & Corporate Governance (Stump Chair; Bennett); committees comprised entirely of independent directors .
- Meeting cadence/attendance: Board met 8 times in 2024; each director attended at least 75% of aggregate meetings and relevant committee meetings .
- Director compensation: CEO-director received no director fees in 2024 (compensated as CEO) .
- Say-on-pay and equity plan: Board recommends “For” on say‑on‑pay and approval of a new 2025 Equity Incentive Plan with shareholder‑friendly features (no evergreen, 1‑year minimum vesting, no repricing without vote) .
Performance & Track Record Highlights (context for incentives)
- 2024 operational goals tied to incentive payout included advancing ABBV‑RGX‑314 pivotal programs, initiating RGX‑202 pivotal trial, progressing RGX‑121 (BLA steps), executing out-licensing/partnerships, and delivering >$50m targeted cost reductions; Board assessed overall corporate payout at 100% .
- Financial context: Ending 2024 cash/cash equivalents/marketable securities $244.9m; PVP table shows 2024 net loss $(227.1)m and Company TSR value $18.87 vs Nasdaq Biotech Index $118.20 baseline values .
Compensation Structure Analysis
- Mix and risk: 2024 CEO compensation 90% variable/performance-based (options/RSUs/bonus), aligning realized value to stock performance and milestone execution; options vest monthly post-year 1, RSUs vest annually—providing retention and staggered liquidity .
- Metric rigor: Corporate objectives weighted to late-stage program milestones (60%) and capital discipline (25%); payouts capped and subject to Compensation Committee discretion; consultants (Willis Towers Watson) engaged independently .
- Change-in-control economics: Double-trigger severance (≈1x base + 1x target bonus) and full equity acceleration as of CoC termination can facilitate management neutrality in M&A but also add potential deal-related dilution; clawback mitigates restatement risk on incentive comp .
- Red flags and mitigants: No option repricing authority; anti-hedging/anti‑pledging policy; RSU/option vesting standards; committees fully independent .
Equity Ownership & Alignment Details
| Item | Detail |
|---|---|
| Beneficial ownership | 301,438 shares (<1%) as of 4/1/2025; 50,116,910 shares outstanding . |
| Vested vs. unvested | Significant unvested RSUs (154,679 shares; $1.196m at 12/31/24 close), options largely OTM at 12/31/24 . |
| Upcoming vesting cadence | RSUs vest 25% annually on Jan 1 (for Jan grants) and Jul 1 (for Jul grant); options 25% at 12 months from grant, then monthly . |
| Pledging/hedging | Hedging and short sales prohibited; pledging disallowed without prior approval; no pledges disclosed for Simpson . |
Employment Terms (Severance/CoC) Summary
| Scenario | Cash severance | Health benefits | Equity |
|---|---|---|---|
| Termination without cause / good reason (no CoC) | 12 months base salary (monthly) | 9 months COBRA premiums | No acceleration disclosed |
| CoC + termination (double-trigger within 18 months) | 12 months base salary + 12 months of target bonus (paid monthly) | 12 months COBRA premiums | Full acceleration of options and RSUs outstanding as of CoC date |
Investment Implications
- Alignment and retention: High at-risk mix and multi-year vesting support retention; options largely out-of-the-money at 12/31/24 lower near-term exercise pressure, but RSU cliff vests on Jan 1 and Jul 1 create identifiable potential selling windows; monitor 10b5‑1 plans around those dates .
- M&A optionality: Double‑trigger protection (1x base + 1x target bonus, full acceleration) reduces managerial resistance to strategic alternatives; factor incremental equity acceleration into deal modeling .
- Ownership intensity: Beneficial ownership under 1% provides limited personal capital at risk; however, tenure since 2015 and sizeable unvested equity keep incentives tied to long‑term execution .
- Governance mitigants: Separate Chair/CEO, active Lead Independent Director, independent committees, anti‑hedging/pledging and clawback policies mitigate dual-role and compensation risk concerns .
- Performance linkage: 2024 corporate payout at 100% reflected milestone progress and partnership execution; future payouts will be sensitive to ABBV‑RGX‑314, RGX‑202 and RGX‑121 regulatory/clinical inflections and cash runway preservation—key trading catalysts aligned with incentive design .