George Migausky
REGENXBIOAbout George Migausky
Independent director with 30+ years of life sciences finance leadership; age 70; director since September 2021. Former CFO of multiple public biopharma and diagnostics companies; designated audit committee financial expert by the Board. Education: B.S. (Boston College) and M.B.A. (Babson College). Current external public board: Immunovant, Inc. since December 2019 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ocular Therapeutix, Inc. | Interim Chief Financial Officer | Apr 2017 – Sep 2017 | Finance leadership during transition |
| Dyax Corp. | Chief Financial Officer | Aug 2008 – Jan 2016 (acquired by Shire) | Led finance through acquisition |
| Wellstat Management Company | Chief Financial Officer | 2007 – 2008 | Finance oversight in biotech |
| IGEN International, Inc. / BioVeris Corporation | Chief Financial Officer | 1986 – 2004 (IGEN acquired by Roche); through 2007 (BioVeris acquired by Roche) | Long-tenure CFO; managed acquisitions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Immunovant, Inc. (NASDAQ) | Director | Dec 2019 – Present | Audit/board experience at public biopharma |
| Massachusetts Eye and Ear Institute | Trustee | 2015 – Present | Non-profit governance |
| Dimension Therapeutics, Inc. | Director | Jun 2015 – Nov 2017 (acquired by Ultragenyx) | Board oversight pre-acquisition |
| Abeona Therapeutics Inc. | Director | Jun 2020 – Sep 2020 | Short-term board service |
| Hyperion Catalysis International (private) | Director | 2008 – Aug 2022 | Private company board |
Board Governance
- Independence: Board determined Migausky is independent under Nasdaq standards; independent directors meet in executive sessions regularly .
- Committee leadership: Audit Committee Chair; Audit Committee members Zachary, Stump; five meetings held in 2024 .
- Attendance: Board met eight times in 2024; each director attended at least 75% of aggregate Board/committee meetings for their service period .
- Lead Independent Director structure: Lead Independent Director (Daniel Tassé) appointed July 1, 2024; presides over executive sessions and liaises with Chair/CEO .
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit Committee | Chair (Migausky) | 5 |
| Compensation Committee | Not a member | 8 (committee total) |
| Nominating & Corporate Governance Committee | Not a member | 4 (committee total) |
- Audit Committee financial expert: Board designated Migausky as “audit committee financial expert” and financially sophisticated .
- Risk oversight: Audit Committee reviews liquidity/operations and oversees financial risks; board receives committee risk reports .
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 65,000 |
| Stock Awards (grant-date fair value) | 206,245 |
| Option Awards (grant-date fair value) | 68,737 |
| Total | 339,981 |
Director cash fee structure (program-level):
- Board annual retainer: $45,000; Audit Chair: $20,000; Audit Member: $10,000; Compensation Chair: $15,000; Compensation Member: $7,500; Nominating Chair: $10,000; Nominating Member: $5,000 .
Performance Compensation
| Equity Program Feature | Detail |
|---|---|
| Annual Director Equity Grant | $275,000 aggregate value (75% options; 25% RSUs) |
| Option vesting | Equal monthly installments over 12 months; exercise price = FMV at grant; immediate full vesting upon change in control |
| RSU vesting | Vests in full on first anniversary of month of grant; immediate full vesting upon change in control |
Outstanding director equity (as of Dec 31, 2024):
| Metric | Amount |
|---|---|
| Unvested RSUs | 4,790 |
| Options Outstanding | 77,670 |
- Performance metrics: No performance-based metrics are tied to non-employee director equity or cash compensation; awards are time-based per policy .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock Notes |
|---|---|---|---|
| Immunovant, Inc. | Biopharma | Director | No REGENXBIO related-party transactions disclosed for 2024; no interlocks noted |
Expertise & Qualifications
- 30+ years as CFO across biopharma, diagnostics; deep capital markets and M&A experience .
- Audit Committee financial expert designation; financial literacy and sophistication per Nasdaq/SEC .
- Biotech industry experience aligns with REGENXBIO’s gene therapy focus .
Equity Ownership
| Ownership Detail (Record Date: Apr 1, 2025) | Amount |
|---|---|
| Beneficially owned shares | 88,956 (<1% of outstanding) |
| Shares outstanding used for % calc | 50,116,910 |
| Unvested RSUs (12/31/2024) | 4,790 |
| Options outstanding (12/31/2024) | 77,670 |
- Hedging/pledging: Company prohibits hedging and short sales; pledging requires prior approval; no pledging by Migausky disclosed .
- Ownership guidelines: No director stock ownership guidelines disclosed; not addressed in proxy .
Governance Assessment
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Strengths: Independent director; Audit Chair with audit committee financial expert designation; clear committee mandates; robust risk and audit oversight; regular executive sessions; no related-party transactions >$120k in 2024 .
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Alignment: Receives mix of cash and equity consistent with market; meaningful annual equity grant creating ownership exposure; beneficial ownership reported and ongoing option/RSU holdings .
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RED FLAGS / Watch items:
- Single‑trigger change‑in‑control vesting for non‑employee director equity (immediate vesting) may be viewed as less shareholder‑friendly than double‑trigger; note that executives have double‑trigger terms, but director awards vest on change in control without termination .
- Repricing protections: Plan prohibits option/SAR repricing without shareholder approval—positive governance control .
- Attendance detail is aggregate; individual attendance not separately disclosed beyond company-wide ≥75%—monitor future proxies for any outliers .
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Overall signal: Governance posture is solid for audit oversight and independence; compensation and equity structures are standard for biotech boards; absence of related-party transactions supports investor confidence .