Jennifer Zachary
REGENXBIOAbout Jennifer Zachary
Jennifer Zachary is an independent Class I director of REGENXBIO Inc., serving on the Board since June 2022; she is 47 years old and holds a J.D. from Harvard Law School and a B.S./B.A. in biology and chemistry from Arizona State University . She is Executive Vice President and General Counsel of Merck & Co., Inc., with prior roles as a partner at Covington & Burling LLP, Associate Chief Counsel for enforcement at the FDA, and Special Assistant U.S. Attorney (D.C. Civil Division); her core credentials are in healthcare regulatory compliance, senior legal leadership, and strategic/regulatory issues .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Food and Drug Administration (FDA) | Associate Chief Counsel for Enforcement | — | Government enforcement/regulatory expertise |
| U.S. Attorney’s Office, District of Columbia (Civil Division) | Special Assistant U.S. Attorney | — | Litigation and government service |
| Covington & Burling LLP | Partner (pharma/device regulatory law) | — | Advised manufacturers/trade associations on compliance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Merck & Co., Inc. | Executive Vice President & General Counsel | Current | Leads global legal strategy; responsible for compliance, global safety and environment, and global security |
| Other public company directorships | — | — | None disclosed in RGNX proxy |
Board Governance
- Independence: Board determined Ms. Zachary is independent; all RGNX directors are independent except CEO Curran Simpson, Chairman Kenneth T. Mills, and Allan M. Fox .
- Committee assignments: Audit Committee member (committee chaired by George Migausky; other member David C. Stump, M.D.); the Audit Committee met 5 times during 2024 .
- Attendance: The Board met 8 times in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions .
- Lead Independent Director: Separately designated (Daniel Tassé, appointed July 1, 2024) with a clearly defined mandate to preside over executive sessions and act as liaison; highlights strength of independent oversight .
Fixed Compensation
- 2024 director cash retainer schedule (paid quarterly):
- Board member: $45,000; Chairman: $35,000; Lead Independent Director: $25,000 .
- Committee fees: Audit Chair $20,000; Audit Member $10,000; Compensation Chair $15,000; Compensation Member $7,500; Nominating Chair $10,000; Nominating Member $5,000 .
| 2024 Cash Fees (Jennifer Zachary) | Amount ($) |
|---|---|
| Board retainer | 45,000 |
| Audit Committee member fee | 10,000 |
| Total 2024 cash fees (matches proxy table) | 55,000 |
Performance Compensation
- Equity program for non-employee directors (policy): Annual grant value $275,000 (75% non-statutory stock options; 25% RSUs). Options vest monthly over 12 months; RSUs vest in full on the first anniversary; change in control accelerates vesting. New directors receive an initial grant valued at $550,000 (75% options/25% RSUs) with 36‑month option vesting and three equal annual RSU tranches; change in control accelerates vesting .
- 2024 actual (Jennifer Zachary):
| 2024 Director Equity (Grant-Date Fair Value) | Amount ($) |
|---|---|
| Stock awards (RSUs) | 206,245 |
| Option awards | 68,737 |
| Total equity | 274,982 |
| 2024 Total compensation (cash + equity) | 329,981 |
Vesting schedules are time-based as described in the director equity program; no performance metrics apply to non-employee director equity .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks / Conflicts |
|---|---|---|---|
| Merck & Co., Inc. | EVP & General Counsel (executive role; not a director) | — | No related-party transactions disclosed at RGNX for 2024 |
| Public company boards | None disclosed | — | None disclosed |
Expertise & Qualifications
- Regulatory and legal: Senior legal leadership at Merck; former FDA enforcement counsel; regulatory compliance expertise .
- Industry knowledge: Pharmaceutical and medical device regulatory practice at Covington & Burling LLP .
- Education: J.D., Harvard Law School; B.S./B.A. in biology and chemistry, Arizona State University .
- Board credentials: Brings strategic, legal, and regulatory insight relevant to biopharma oversight .
Equity Ownership
| Ownership Detail (as of record date unless noted) | Value |
|---|---|
| Total beneficial ownership | 83,548 shares; less than 1% of outstanding |
| Components within 60 days (footnote) | 71,259 options exercisable; 4,790 RSUs vesting within 60 days |
| Unvested RSUs (12/31/2024) | 6,797 units |
| Options outstanding (12/31/2024) | 72,085 options |
| Hedging/pledging policy | Hedging prohibited; pledging not permitted without prior approval |
| Related-party transactions | None over $120,000 involving directors/officers for 2024 |
Say-on-Pay & Shareholder Feedback
| Item | 2024 Vote Result | 2025 Vote Result |
|---|---|---|
| Say-on-Pay (advisory) | For: 40,147,111; Against: 727,846; Abstain: 35,362; Broker non-votes: 3,342,209 | For: 32,577,603; Against: 1,756,155; Abstain: 93,787; Broker non-votes: 6,854,844 |
| Say-on-Pay Frequency | — | One year preferred: 33,147,175 (Two years: 42,553; Three years: 1,153,575; Abstain: 84,242) |
| Investor engagement | Management engaged top 25 holders (~68% of shares) in 2024 |
Compensation Committee Analysis (Governance Quality)
- Committee composition: Daniel Tassé (Chair), Alexandra Glucksmann, Ph.D., and A.N. “Jerry” Karabelas, Ph.D.; all independent under Nasdaq and Rule 16b‑3 standards .
- Consultant: Willis Towers Watson retained since April 2019; assessed as independent with no conflicts for 2024 .
- Scope: Oversees executive pay design/administration, peer group selection, succession planning, and risk assessment of compensation policies .
Insider Trades and Filings
| Date | Filing/Type | Key Details |
|---|---|---|
| June 7, 2022 | Form 3 (Initial Ownership) | Reported no securities beneficially owned at appointment |
| April 1, 2025 (Record Date) | Proxy beneficial ownership | 83,548 shares beneficially owned (including 71,259 options exercisable within 60 days and 4,790 RSUs vesting within 60 days) |
Note: No related-party transactions disclosed, and the Company’s insider trading policy prohibits hedging and restricts pledging absent approval .
Governance Assessment
- Strengths: Independent director with deep FDA/regulatory expertise; active Audit Committee member; Board-independent leadership with a Lead Independent Director; regular executive sessions; good attendance; robust anti-hedging/pledging policy; no related-party transactions .
- Alignment: Director compensation is modest and largely equity-based with time-based vesting, supporting alignment without encouraging short-term risk .
- Shareholder signals: Strong say-on-pay support in 2024 and 2025; frequency vote confirmed annual advisory votes, indicating healthy investor engagement and responsiveness .
- Potential conflicts: Concurrent executive role at Merck is noted; however, no interlocks or related-party exposures were disclosed for 2024 .
RED FLAGS
- None observed in filings: no low attendance, no related-party transactions, no hedging/pledging, and no adverse shareholder votes indicated for 2024–2025 .