Jerry Karabelas
REGENXBIOAbout A.N. “Jerry” Karabelas, Ph.D.
Independent director at REGENXBIO since May 2015; age 72; former Lead Independent Director (June 2020–June 2024). He holds a B.S. from the University of New Hampshire and a Ph.D. from the Massachusetts College of Pharmacy, with senior executive roles at Novartis Pharma AG (CEO) and SmithKline Beecham (EVP, Worldwide Pharmaceuticals) and venture roles at Care Capital and Apple Tree Partners .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novartis Pharma AG | Chief Executive Officer | n/a (prior to Novartis BioVentures role) | Led global pharma operations; strategic/regulatory expertise |
| Novartis BioVentures Fund | Chairman | n/a (prior to Care Capital) | Corporate venture leadership; portfolio governance |
| SmithKline Beecham | EVP, Worldwide Pharmaceuticals | n/a | Ran U.S./Europe operations; regulatory/strategic marketing |
| Care Capital, LLC | Partner | Dec 2001–Dec 2020 | Life sciences VC investing and board oversight |
| Apple Tree Partners | Venture Partner | Jan 2021–present | Life sciences VC; advisory and governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Braeburn Pharmaceuticals (private) | Director | Sep 2015–present | Privately held pharmaceutical company |
| Bausch Health Companies (public) | Director | 2016–2023 | Prior public company directorship |
| Polyphor AG (public) | Chairman | Jun 2013–Nov 2019 | Public company board leadership |
| Inotek Pharmaceuticals (public) | Director | Jul 2012–Jun 2016 | Public company directorship |
| Renovo plc; Vanda Pharmaceuticals; NitroMed; SkyePharma plc; Human Genome Sciences | Director/Chairman (prior roles) | n/a | Historical public company board service |
Board Governance
- Committee assignments: Member, Compensation Committee (Chair: Daniel Tassé; met 8 times in 2024; all members independent) .
- Independence: Board determined Karabelas is independent under Nasdaq standards (non‑independent directors are Simpson, Mills, Fox) .
- Attendance: Board met eight times in 2024; each director attended ≥75% of Board and committee meetings during their service period .
- Lead Independent Director history: Served as Lead Independent Director from June 2020 to June 2024; role transitioned to Daniel Tassé in July 2024 .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions (only independents present) .
Fixed Compensation
| Cash Component | Amount (USD) | Notes |
|---|---|---|
| Board annual retainer | $45,000 | Applies to all non‑employee directors |
| Lead Independent Director retainer | $25,000 | Pro‑rated for partial year service |
| Chairman retainer | $35,000 | For Board Chair (not applicable to Karabelas) |
| Compensation Committee – Chair | $15,000 | Not applicable (member) |
| Compensation Committee – Member | $7,500 | Applicable to Karabelas |
| Audit Committee – Chair/Member | $20,000 / $10,000 | Not applicable |
| Nominating & Governance – Chair/Member | $10,000 / $5,000 | Not applicable |
| 2024 Director Cash Fees | Amount (USD) |
|---|---|
| A.N. “Jerry” Karabelas | $65,000 |
- Reimbursement/perquisites: Company reimburses reasonable out‑of‑pocket expenses; customary D&O insurance provided .
Performance Compensation
| Equity Component | 2024 Value (USD) | Grant Structure | Vesting |
|---|---|---|---|
| RSUs (annual grant) | $206,245 | Directors receive annual aggregate equity value of $275,000 (25% RSUs / 75% options) | RSUs vest in full on first anniversary of the first day of the grant month; full vesting on change in control |
| Options (annual grant) | $68,737 | Exercise price = fair market value on grant date | Options vest monthly over 12 months; full vesting on change in control |
- Initial director equity (for new appointments): $550,000 aggregate (75% options / 25% RSUs); options vest monthly over 36 months; RSUs vest one‑third annually over three years; full vesting on change in control .
- Clawback: Awards under the 2025 Equity Incentive Plan are subject to the Company’s clawback policy; no repricing of options/SARs without stockholder approval .
- Note: Director equity awards are time‑based; no performance metric targets are disclosed for non‑employee director grants .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Braeburn Pharmaceuticals | Private | Director | Private; no RGNX disclosed related‑party transactions in 2024 |
| Bausch Health | Public | Director (former) | Former role; no current RGNX transactions disclosed |
| Polyphor AG | Public | Chairman (former) | Former role; no current RGNX transactions disclosed |
| Inotek Pharmaceuticals | Public | Director (former) | Former role; no current RGNX transactions disclosed |
Expertise & Qualifications
- Senior pharma leadership (CEO Novartis Pharma AG; EVP SmithKline Beecham) providing regulatory, commercial and international expertise .
- Venture capital governance (Care Capital partner; Apple Tree Partners venture partner) enhancing strategic portfolio oversight .
- Scientific/medical life sciences experience and public company board leadership across multiple biopharma boards .
- Education: B.S. (University of New Hampshire); Ph.D. (Massachusetts College of Pharmacy) .
Equity Ownership
| Measure | Value |
|---|---|
| Total beneficial ownership (shares) | 134,731 |
| Ownership % of outstanding | <1% (asterisk per proxy) |
| Options exercisable or exercisable within 60 days | 123,445 |
| RSUs vesting within 60 days | 4,790 |
| Aggregate unvested RSUs held (as of 12/31/2024) | 4,790 |
| Aggregate options outstanding (as of 12/31/2024) | 123,445 |
- Hedging/pledging: Company prohibits hedging, short sales, and pledging of Company securities without prior approval (alignment policy) .
Say‑on‑Pay & Shareholder Feedback
- 2025 say‑on‑pay approval: 32,577,603 For; 1,756,155 Against; 93,787 Abstain; 6,854,844 broker non‑votes (approved) .
- Frequency vote: “One Year” selected (33,147,175 votes) for future advisory votes on executive compensation .
- 2025 Equity Incentive Plan approved: 27,395,802 For; 6,974,246 Against; 57,497 Abstain; 6,854,844 broker non‑votes .
Compensation Committee Analysis
- Composition: Chair Daniel Tassé; members Alexandra Glucksmann, Ph.D., and A.N. “Jerry” Karabelas, Ph.D. (independent; Rule 16b‑3 non‑employee) .
- Consultant: Willis Towers Watson retained since April 2019; assessed as independent; provides peer benchmarking and best practices .
- Scope: Oversees executive compensation, director compensation recommendations, equity plans, succession planning, and annual compensation risk assessment .
Related Party Transactions
- The Company reports no related‑party transactions in 2024 exceeding $120,000 involving directors, officers, 5% holders or their immediate family members; related‑party transaction policy requires Audit Committee review/approval of any such transactions .
Governance Assessment
- Strengths: Independent status; prior Lead Independent leadership; active Compensation Committee membership; strong attendance; robust director equity alignment with immediate vesting on change in control; anti‑hedging/pledging policy .
- Alignment: Meaningful equity holdings with options and RSUs; annual director equity grants (75% options/25% RSUs) align incentives; director awards subject to clawback under the 2025 plan .
- Shareholder signals: High say‑on‑pay support; annual say‑on‑pay frequency; approval of new equity plan indicates investor backing of compensation governance .
- Potential conflicts: Venture roles could create theoretical exposure if portfolio companies transact with RGNX; however, Company discloses no related‑party transactions for 2024 and maintains a formal related‑party policy .
- RED FLAGS: None disclosed regarding low attendance, option repricing, pledging, or related‑party transactions; director equity is time‑based (no disclosed performance metrics), which is typical but provides less pay‑for‑performance linkage for directors .