Kenneth Mills
REGENXBIOAbout Kenneth T. Mills
Kenneth T. Mills, 50, is Chairman of the Board at REGENXBIO (appointed July 1, 2024) and has served as a director since March 2009. He previously served as President & CEO of REGENXBIO until July 1, 2024, and holds an S.B. in Chemistry from MIT. He is not an independent director under Nasdaq standards (exceptions to independence include the CEO, Mr. Mills and Mr. Fox) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| REGENXBIO | President & CEO | Through July 1, 2024 | Led company; transitioned to non-executive Chair on July 1, 2024 |
| FOXKISER LLP | Partner | Jan 2007 – Jan 2015 | Strategy/consulting experience |
| Meso Scale Diagnostics | CFO & VP, Business Development | Jan 2004 – Dec 2006 | Founding team; established operations/financing strategy |
| IGEN International | Director of Business Development | Mar 1997 – Dec 2003 | Business development through acquisition by Roche |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tagworks Pharmaceuticals BV (private) | President, CEO and Director | Since July 2024 | Privately held precision oncology company |
Board Governance
- Role and tenure: Chairman of the Board since July 1, 2024; Director since March 2009 .
- Independence: Not independent (Board determined all directors are independent except the CEO, Mr. Mills and Mr. Fox) .
- Committees: Not listed as a member or chair of Audit, Compensation, or Nominating & Corporate Governance in 2024 .
- Attendance: Board met 8 times in 2024; each director attended ≥75% of Board and applicable committee meetings .
- Lead Independent Director: Daniel Tassé .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions .
- Shareholder support: Re-elected as a Class III director at the May 31, 2024 annual meeting with 39,258,562 “For” votes vs. 1,651,757 “Withheld”; broker non-votes 3,342,209 .
Fixed Compensation
Director Cash Fee Schedule (2024)
| Description of Service | Cash Compensation ($) |
|---|---|
| Chairman of the Board | 35,000 |
| Lead Independent Director | 25,000 |
| Board Member (incl. Chair and Lead Independent) | 45,000 |
| Audit Committee – Chair | 20,000 |
| Audit Committee – Member | 10,000 |
| Compensation Committee – Chair | 15,000 |
| Compensation Committee – Member | 7,500 |
| Nominating & Corporate Governance – Chair | 10,000 |
| Nominating & Corporate Governance – Member | 5,000 |
Note: Paid in quarterly installments and pro-rated for partial year service .
2024 Actual Director Compensation for Mills (post-CEO period)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Kenneth T. Mills (as non-employee Chair from July 1, 2024) | 40,000 | — | — | 40,000 |
Context: Director table excludes his CEO compensation through July 1, 2024 (reported in NEO tables) .
Performance Compensation
Director Equity Program Design (policy)
| Grant Type | Target Value | Mix | Vesting | Change-in-Control Treatment |
|---|---|---|---|---|
| Annual non-employee director grant | $275,000 | 75% NSOs / 25% RSUs | Options: monthly over 12 months; RSUs: cliff at 1 year | Immediate full vesting upon change in control |
| Initial grant for new directors | $550,000 | 75% NSOs / 25% RSUs | Options: monthly over 36 months; RSUs: 1/3 annually over 3 years | Immediate full vesting upon change in control |
Note: Mills did not receive director equity grants for 2024; his director compensation was cash-only, pro-rated post-July 1, 2024 .
2024 Option Exercises and Stock Vested (as NEO; informational)
| Name | Option Shares Exercised | Value Realized on Exercise ($) | RSU Shares Vested | Value Realized on Vesting ($) |
|---|---|---|---|---|
| Kenneth T. Mills | 171,316 | 2,081,829 | 32,883 | 590,250 |
Other Directorships & Interlocks
| Company | Public/Private | Role | Notes |
|---|---|---|---|
| Tagworks Pharmaceuticals BV | Private | Director (also CEO) | Appointed July 2024 |
- No other current public company directorships are disclosed for Mr. Mills in the 2025 proxy biography section .
- Related-party transactions: Company reports no related party transactions >$120,000 in 2024 involving directors or officers (includes immediate family/affiliates) .
Expertise & Qualifications
- Former CEO of REGENXBIO; deep gene therapy and biotech operating experience .
- Prior CFO and BD leadership at Meso Scale Diagnostics; BD leadership at IGEN through acquisition .
- Education: S.B. in Chemistry, MIT .
- Brings strategic, financing and partnering expertise; long-tenured familiarity with REGENXBIO’s programs .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | Unvested RSUs | Options Outstanding |
|---|---|---|---|---|
| Kenneth T. Mills | 1,973,087 | 3.82% | 133,312 | 1,955,391 |
- Anti-hedging/pledging: Company prohibits hedging and short sales; pledging of Company securities is not permitted without prior approval .
- Insider trading controls: Pre-clearance and blackout policies; summary referenced in proxy and 10-K exhibit .
Governance Assessment
-
Strengths
- Significant equity ownership (3.82% beneficial) aligns interests with shareholders .
- Strong 2024 shareholder support in director election (39.3M For vs. 1.7M Withheld) signals investor confidence during leadership transition .
- Board-level controls: independent director executive sessions; active committees with independent membership .
- Engagement: ≥75% attendance standard met; all then-continuing directors attended 2024 annual meeting .
-
Potential Risks / RED FLAGS to monitor
- Non-independent Chair: Mr. Mills is not independent; governance best practice often favors an independent Chair or strong Lead Independent Director. RGNX mitigates with a designated Lead Independent Director (Daniel Tassé) and independent committees .
- External CEO role (Tagworks) may create time/attention constraints; however, no related-party transactions disclosed with Tagworks (or others) in 2024 .
- 2024 transition payments: Under his separation agreement, Mr. Mills received his full target cash incentive award for 2024 plus COBRA and legal reimbursements; he did not receive severance under his employment agreement. Investors may scrutinize the full target bonus on exit, though Company-level 2024 corporate objectives paid at 100% .
-
Compensation program governance signals
- Director pay mix emphasizes equity under normal circumstances (75% options/25% RSUs) with change-in-control acceleration; 2024 cash-only director pay for Mr. Mills reflects partial-year service as non-employee Chair post-July 1 .
- Anti-hedging/anti-pledging policy reduces alignment risks; equity plan includes administrator authority to impose clawbacks under policy/award terms .
Overall: Mills’ long company tenure and substantial equity stake support alignment, but his non-independent Chair status and concurrent external CEO role elevate governance risk; the presence of a Lead Independent Director, independent committees, robust meeting cadence and policies against hedging/pledging are mitigating factors .