Jean Bennett
REGENXBIOAbout Jean Bennett
Jean Bennett, M.D., Ph.D., age 70, has served as an independent director of REGENXBIO since September 2021 (Class II; term expiring at the 2026 annual meeting). She is the F.M. Kirby Emeritus Professor of Ophthalmology at the University of Pennsylvania (emeritus since July 2021; previously a professor for 17 years) and a pioneering molecular genetics researcher whose work on RPE65 gene therapy underpinned FDA approval of Luxturna. Dr. Bennett holds a B.S. in Biology (Yale), a Ph.D. in Zoology and Cell Biology (UC Berkeley), and an M.D. (Harvard), and is a member of the National Academy of Sciences, National Academy of Medicine, and American Academy of Arts & Sciences .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Pennsylvania, Perelman School of Medicine | F.M. Kirby Emeritus Professor of Ophthalmology | Emeritus since Jul 2021; previously professor for 17 years | Pioneering retinal gene therapy research; extensive academic leadership |
| Center for Advanced Retinal and Ocular Therapeutics (UPenn) | Director | Jul 2014 – Jun 2023 | Led translational retinal gene therapy initiatives |
| Children’s Hospital of Philadelphia, Center for Cellular and Molecular Therapeutics | Investigator | >10 years | Gene therapy research and development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Spark Therapeutics (acquired by Roche) | Co-founder | Not disclosed | Co-founded; biotech gene therapy focus |
| GenSight Biologics | Co-founder | Not disclosed | Co-founded; retinal gene therapy focus |
| Limelight Bio | Co-founder | Not disclosed | Co-founded |
| Opus Genetics | Co-founder | Not disclosed | Co-founded |
No current public company directorships or committee roles outside REGENXBIO are disclosed for Dr. Bennett in the 2025 proxy’s director biography section, which is where such roles are reported for the past five years .
Board Governance
| Dimension | Detail |
|---|---|
| Board class/tenure | Class II; Director since 2021 |
| Independence | Independent under Nasdaq standards (all directors except CEO Curran Simpson, Chairman Kenneth T. Mills, and Allan M. Fox) |
| Committees (2024) | Nominating & Corporate Governance Committee – Member; 4 meetings in 2024 |
| Board/committee attendance | The Board met 8 times in 2024; each director attended ≥75% of the aggregate Board and committee meetings during their service period |
| Executive sessions | Independent directors meet in regularly scheduled executive sessions |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Source |
|---|---|---|
| 2024 | 50,000 | |
| 2023 | 50,000 |
Director cash fee schedule (applies to all non-employee directors; paid quarterly in arrears):
| Description of Service | Cash Compensation ($) | Source |
|---|---|---|
| Member of the Board (includes Chair and Lead Independent Director) | 45,000 | |
| Nominating & Corporate Governance Committee – Member | 5,000 | |
| Nominating & Corporate Governance Committee – Chair | 10,000 | |
| Audit Committee – Member | 10,000 | |
| Audit Committee – Chair | 20,000 | |
| Compensation Committee – Member | 7,500 | |
| Compensation Committee – Chair | 15,000 | |
| Lead Independent Director Retainer | 25,000 | |
| Chairman of the Board Retainer | 35,000 |
Performance Compensation
Annual non-employee director equity policy:
| Component | Standard Allocation | Vesting | Change-in-Control Treatment | Source |
|---|---|---|---|---|
| Stock Options (NSOs) | 75% of annual grant value | Monthly vesting over 12 months | Immediate full vesting upon change in control (single-trigger) | |
| RSUs | 25% of annual grant value | Full vest on first anniversary of first day of grant month | Immediate full vesting upon change in control (single-trigger) | |
| New Director Initial Grant | $550,000 (75% options/25% RSUs) | Options vest monthly over 36 months; RSUs vest 1/3 annually over 3 years | Immediate full vesting upon change in control (single-trigger) |
Bennett – reported equity values:
| Year | Stock Awards ($) | Option Awards ($) | Total ($) | Source |
|---|---|---|---|---|
| 2023 | 68,744 | 206,240 | 324,984 | |
| 2024 | 206,245 | 68,737 | 324,981 |
- Observations: The mix shifted from option-heavy in 2023 to RSU-heavy in 2024 for non-employee directors, while total grant value stayed broadly consistent for Dr. Bennett . The program describes a 75% options / 25% RSU annual allocation; 2024 reported values show the opposite mix, indicating a potential program change or grant timing allocation difference vs. policy description .
Additional plan governance features:
- Awards are subject to the Company’s clawback policy under the 2025 Equity Incentive Plan .
- Option/SAR repricing or exchanges are prohibited without shareholder approval (except for certain equitable adjustments) .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None disclosed in biography/continuing directors section (where such roles are reported) |
| Prior 5-year public boards | None disclosed |
| Interlocks with competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Pioneering gene therapy scientist; foundational RPE65 research leading to Luxturna approval; 175+ peer-reviewed publications on gene therapy .
- Academic leadership at UPenn (Emeritus Professor; prior 17 years as professor) and Director of CAROT (2014–2023) .
- Education: B.S. Biology (Yale); Ph.D. Zoology & Cell Biology (UC Berkeley); M.D. (Harvard); multiple postdoctoral fellowships (UCSF, Yale, Johns Hopkins) .
- Honors: Member of National Academy of Sciences, National Academy of Medicine, American Academy of Arts & Sciences .
Equity Ownership
| Measure | Amount | As Of | Source |
|---|---|---|---|
| Beneficial Ownership (shares) | 88,956 | Apr 1, 2025 (record date) | |
| Percent of Class | <1% | Apr 1, 2025 | |
| Unvested RSUs (units) | 4,790 | Dec 31, 2024 | |
| Options Outstanding (total) | 77,670 | Dec 31, 2024 |
Beneficial ownership includes shares underlying options/RSUs exercisable/vesting within 60 days of record date, per proxy methodology .
Governance Assessment
Strengths
- Independence affirmed; active engagement via Nominating & Corporate Governance Committee; independent directors hold executive sessions; healthy committee cadence (4 N&CG meetings in 2024) .
- Strong domain expertise directly relevant to REGENXBIO’s strategy (retinal gene therapy, translational research) supporting board effectiveness .
- No related-party transactions over $120,000 disclosed for 2024; related-party transactions require prior Audit Committee approval under formal policy .
- Clawback policy applies to equity awards under the 2025 Plan; plan prohibits option/SAR repricing without shareholder approval .
Watch Items / RED FLAGS to monitor
- Single-trigger vesting upon change in control for director equity (RSUs and options) can be viewed as shareholder-unfriendly vs. double-trigger practices at some peers .
- Year-over-year shift from options to RSUs (2023 → 2024) reduces at-risk leverage and increases certainty of value; analyze whether this was a one-time allocation decision or a durable policy change (program text still describes 75% options / 25% RSUs) .
Notes on Committee/Compensation Governance
- Compensation Committee consists solely of independent directors and uses an independent compensation consultant (Willis Towers Watson), with independence affirmed; the committee oversees peer selection and succession planning processes .
Board/Shareholder Engagement Signal
- Management reports substantive outreach to top 25 shareholders (≈68% of outstanding) during 2024 on strategy and performance, indicating ongoing engagement infrastructure that supports governance responsiveness .