David Stump
REGENXBIOAbout David C. Stump, M.D.
David C. Stump, M.D. (age 75) has served as an independent director of REGENXBIO since October 2015. He is a physician-executive with deep R&D leadership experience in biotechnology, including senior roles at Human Genome Sciences and Genentech, and academic appointments in medicine and biochemistry. He holds an A.B. from Earlham College and an M.D. from Indiana University, with residency/fellowship training at the University of Iowa . The Board has affirmatively determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Human Genome Sciences, Inc. | EVP, Research & Development | May 2007 – Dec 2012 | Led late-stage development; executive oversight of R&D |
| Human Genome Sciences, Inc. | EVP, Drug Development | Dec 2003 – May 2007 | Built development organization and programs |
| Human Genome Sciences, Inc. | SVP, Drug Development | Nov 1999 – Dec 2003 | Senior operational leadership across drug development |
| Genentech, Inc. | VP, Clinical Research; Genentech Fellow | 1989 – 1999 | Advanced clinical programs; scientific leadership |
| University of Vermont | Associate Professor of Medicine & Biochemistry | Prior to 1989 | Academic leadership in translational science |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MacroGenics, Inc. (NASDAQ: MGNX) | Director | Sep 2013 – Present | Public biotech board service; oversight of clinical pipeline |
| Earlham College | Board of Trustees | Current | Governance of academic institution |
| Sunesis Pharmaceuticals, Inc. | Director | Jun 2006 – Feb 2021 | Public biotech director (historical) |
| Portola Pharmaceuticals, Inc. | Director | Sep 2015 – Jul 2020 | Public biotech director (historical) |
| Dendreon Corporation | Director | Jun 2010 – Jun 2015 | Biotech director (historical) |
Board Governance
- Independence: Independent under Nasdaq rules; only the CEO (Curran Simpson), Chair (Kenneth T. Mills), and Allan M. Fox are non-independent .
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee Chair .
- Meeting cadence and attendance: Board met 8 times in 2024; each director attended ≥75% of aggregate Board and committee meetings. Committees met: Audit (5), Compensation (8), Nominating & Corporate Governance (4) .
- Lead Independent Director: Board has a robust Lead Independent Director role (Daniel Tassé) with clear responsibilities (executive sessions, agenda-setting, liaison) .
- Performance evaluations: Annual self-evaluations of the Board, committees, and individual directors conducted under NC&G oversight .
Fixed Compensation
| Component | Disclosure | Amount/Policy |
|---|---|---|
| Annual Board retainer (cash) | Non-employee directors program | $45,000 per director per year |
| Committee chair fees | Audit: $20,000; Compensation: $15,000; Nominating & Corporate Governance: $10,000 | $10,000 (NC&G Chair) applicable to Dr. Stump |
| Committee membership fees | Audit: $10,000; Compensation: $7,500; Nominating & Corporate Governance: $5,000 | $10,000 (Audit member) applicable to Dr. Stump |
| 2024 cash fees earned | Director Compensation Table | $65,000 for Dr. Stump (consistent with Board + Audit member + NC&G chair) |
Performance Compensation
| Equity Element | 2024 Grant Value (Fair Value) | Vesting Terms | Notes |
|---|---|---|---|
| RSUs (annual director grant) | $206,245 | RSUs vest in full on the first anniversary of the first day of month granted; full vesting on change in control | |
| Stock options (annual director grant) | $68,737 | Options vest monthly over 12 months; exercise price = FMV on grant date; full vesting on change in control | |
| Annual director grant design | Aggregate $275,000 (75% options / 25% RSUs) | As above | Program structure applies to all non-employee directors |
Vesting schedules are time-based; no performance (TSR/financial) metrics are used for director equity awards .
Other Directorships & Interlocks
| Company | Nature | Interlock/Context |
|---|---|---|
| MacroGenics, Inc. | Current public company directorship | MacroGenics is included in REGENXBIO’s 2024 compensation peer group, which is selected and overseen by the Compensation Committee with Willis Towers Watson; Dr. Stump is not a member of the Compensation Committee, mitigating direct influence risk . |
| Sunesis, Portola, Dendreon | Prior public company boards | Historical roles; no current RGNX related-party transactions disclosed . |
Expertise & Qualifications
- Deep medical and scientific background with extensive biotech R&D leadership at HGS and Genentech; academic credentials in medicine and biochemistry .
- Board qualification emphasis: substantial experience in research, development, and operations; prior public company board service .
Equity Ownership
| Metric | Value | Detail |
|---|---|---|
| Total beneficial ownership | 161,456 shares | <1% of shares outstanding; includes exercisable options and near-term vesting RSUs as noted |
| Ownership % of class | <1% | Based on 50,116,910 shares outstanding at record date (Apr 1, 2025) |
| Options exercisable (or within 60 days) | 150,170 | Included in beneficial ownership; director option totals as of 12/31/24 |
| RSUs vesting within 60 days | 4,790 | Included in beneficial ownership |
| Pledging/Hedging | Prohibited without prior approval; anti-hedging policy in place | No pledging disclosed; company prohibits hedging, short sales, and pledging without approval . |
Insider Trades (Form 4 – RGNX)
| Date (Trade) | Filing Date | Type | Security | Quantity | Source |
|---|---|---|---|---|---|
| 2025-05-30 | 2025-06-03 | Award (A – Grant) | RSUs | 7,768 | |
| 2024-05-31 | 2024-06-04 | Award (A – Grant) | RSUs | 4,790 |
OpenInsider aggregate view is available for verification: (includes RGNX awards on 2024-05-31 and 2025-05-30) .
Governance Assessment
- Strengths: Independent director; chairs Nominating & Corporate Governance Committee; active committee engagement (Audit member); annual Board/committee self-evaluations; executive sessions led by a strong Lead Independent Director .
- Alignment: Director equity program blends options and RSUs with standard vesting and change-in-control protections; cash fees are modest and role-based; anti-hedging/pledging policy enhances alignment and risk control .
- Attendance & engagement: Board met 8 times in 2024; each director met the ≥75% attendance threshold; Stump participates across two committees with defined mandates and 2024 meeting cadence (Audit: 5; Nominating: 4) .
- Conflicts/RED FLAGS: No related-party transactions >$120,000 disclosed for 2024; MacroGenics in RGNX’s compensation peer group while Stump serves on MacroGenics’ board—an interlock to monitor, though he is not on RGNX’s Compensation Committee and the consultant is independent .
Overall: Governance profile is solid with clear independence, committee leadership, and standard director pay structures; limited conflict risk with an interlock noted but mitigated by committee composition and independent oversight .
Director Compensation (2024)
| Component | Dr. Stump (Amount) | Notes |
|---|---|---|
| Fees earned (cash) | $65,000 | Board retainer plus Audit member and NC&G chair role |
| Stock awards (RSUs) | $206,245 (grant-date fair value) | Annual RSU grant; time-based vesting |
| Option awards | $68,737 (grant-date fair value) | Annual option grant; 12-month monthly vesting |
| Total | $339,981 | Sum of cash + equity fair values |
As of 12/31/2024, Dr. Stump held 4,790 unvested RSUs and 150,170 options outstanding .
Compensation Structure Notes
- Non-employee directors: Annual equity $275,000 (75% options/25% RSUs); initial equity $550,000 for new directors; options strike = FMV at grant; RSUs vest annually; full acceleration upon change in control .
- Cash program: Board retainer $45,000; committee fees per role (Audit Chair $20,000/member $10,000; Compensation Chair $15,000/member $7,500; Nominating Chair $10,000/member $5,000); pro-rated for partial service .
- Other: Expense reimbursement and D&O insurance provided .
Related Party Exposure
- Policy and 2024 disclosure: No related party transactions >$120,000 involving directors, officers, 5% holders or affiliates were engaged in 2024; Audit Committee pre-approves any such transactions under policy .
Compensation Committee Analysis (context)
- Composition: Tassé (Chair), Karabelas, Glucksmann; independent; CEO excluded from decisions about own pay; Willis Towers Watson retained as independent consultant since 2019 .
- Peer group: 2024 peer group includes MacroGenics, Ultragenyx, CRISPR, Editas, and others; annually reviewed; Radford survey data referenced .
- Policies: Clawback for incentive-based compensation tied to financial reporting measures; anti-hedging/pledging; change-in-control double trigger vesting for executives (contextual governance strength) .
Equity Ownership Detail (Directors & Officers Snapshot)
| Item | Figure |
|---|---|
| Record Date (beneficial ownership table) | April 1, 2025 |
| Shares outstanding | 50,116,910 |
| Dr. Stump beneficial ownership | 161,456 shares; includes 150,170 options exercisable/within 60 days and 4,790 RSUs vesting within 60 days; <1% of class |
Final Notes for Investors
- Independence and committee leadership support board effectiveness; attendance thresholds met; clear governance policies (clawback, anti-hedging/pledging) bolster investor confidence .
- Monitor interlock with MacroGenics given inclusion in RGNX’s compensation peer group; risk is moderated by compensation committee composition and independent consultant oversight .
- No related-party transactions disclosed for 2024; director compensation structure aligns with market norms and is primarily time-based without performance targets, consistent with typical director pay practices .