Mitchell Chan
REGENXBIOAbout Mitchell Chan
Mitchell Chan, age 44, serves as Executive Vice President, Chief Financial Officer and Treasurer at REGENXBIO (RGNX), appointed September 16, 2024, with nearly two decades of biopharma finance leadership at Catalio Capital, Viela Bio (CFO; led IPO and $3B sale to Horizon Therapeutics), AstraZeneca, and Genentech-Roche; he holds an M.S. in Medical Biophysics, an MBA, and a B.S. in Biochemistry from the University of Toronto . REGENXBIO’s 2024 operating backdrop included cumulative TSR of 18.87 since 2019, net loss of $227.1M, and ending cash, cash equivalents and marketable securities of $244.9M, framing Chan’s mandate to maintain financial strength while advancing late-stage programs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Catalio Capital Management | Operating Partner; acting CFO for portfolio companies | Pre-2024 | Advised investments; operated finance for multiple biotech portfolio companies . |
| Viela Bio, Inc. | Chief Financial Officer | 2018–2021 | Oversaw successful IPO and $3B acquisition by Horizon Therapeutics . |
| AstraZeneca | Finance/IR leadership roles | Prior to 2018 | Led financial and investor relations initiatives . |
| Genentech-Roche | Finance/IR leadership roles | Prior to 2018 | Supported finance and communications in large-cap biotech . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Avalo Therapeutics (Nasdaq: AVTX) | Director | Since 2021 . |
Fixed Compensation
| Component | 2024 Terms | Notes |
|---|---|---|
| Base Salary ($) | $490,000 | Set in employment agreement effective 9/16/2024 . |
| Target Bonus (% of salary) | 40% (prorated from 9/16/2024) | Minimum level set; prorated for 2024 service . |
| Actual Cash Incentive ($) | $56,921 | 2024 payout based on corporate and individual objectives . |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout Mechanics | Vesting/Timing |
|---|---|---|---|---|---|
| Corporate Objectives (aggregate) | 75% of CFO bonus framework | 0–200% multiplier | 100% achieved company-wide | Determines portion of annual cash incentive . | Paid after year-end; included in 2024 non‑equity incentive comp . |
| Individual Objectives | 25% of CFO bonus framework | 0–200% multiplier | 100% achieved | Determines portion of annual cash incentive . | Paid after year-end . |
| 2024 Corporate Objective 1: Late-stage milestones (ABBV‑RGX‑314, RGX‑202, RGX‑121) | 60% of corporate objectives | Substantially Achieved | 55% (of corporate component) | Weighted contribution to corporate multiplier . | N/A (cash program) . |
| 2024 Corporate Objective 2: Maintain financial strength | 25% of corporate objectives | Achieved | 25% (of corporate component) | Weighted contribution . | N/A . |
| 2024 Corporate Objective 3: Execute strategic partnerships | 10% of corporate objectives | Exceeded | 15% (of corporate component) | Weighted contribution . | N/A . |
| 2024 Corporate Objective 4: Early portfolio & NAV platform | 5% of corporate objectives | Achieved | 5% (of corporate component) | Weighted contribution . | N/A . |
Notes:
- CFO annual incentive weighting was 75% corporate/25% individual; corporate performance multiplier set to 100% for 2024; Chan’s 2024 award prorated at 40% target from 9/16/2024 and paid $56,921 .
- Program caps/multipliers: corporate and individual modifiers range 0–200%; payouts capped to discourage excessive risk-taking .
Equity Ownership & Alignment
| Item | Detail | Vesting / Terms | As-of Date |
|---|---|---|---|
| Beneficial Ownership | “—” (less than 1%); not listed with exercisable or vestable within 60 days | N/A | Record Date 4/1/2025 . |
| RSU Grant | 58,869 RSUs; grant-date fair value $749,991 | RSUs vest over 4 years; 25% on each anniversary of the first day of the month of grant; grant 9/16/2024 (first vesting aligned to 9/1/2025) . | |
| Option Grant | 289,362 options; strike $12.74; grant-date fair value $2,249,992 | 4-year vest; 25% after 12 months from grant, then monthly for 36 months; expiration 9/16/2034 . | |
| In-the-money status (12/31/2024) | Stock $7.73 vs option strike $12.74 → options underwater | Underwater options have no intrinsic value; RSUs MV $455,057 at $7.73 . | |
| Anti‑hedging / pledging | Hedging prohibited; short sales prohibited; pledging requires prior approval | Applies to directors/officers under insider trading policy . | |
| Clawback | 3‑year lookback for incentive compensation upon an accounting restatement | Board discretion to recover performance‑based cash/equity . |
Employment Terms
| Provision | Without Cause / Good Reason | Change-in-Control (Double Trigger) | Source |
|---|---|---|---|
| Salary Continuation | 12 months of base salary ($490,000 for Chan) | 12 months of base salary plus monthly installments including target bonus ($196,000 annual target for Chan) | Company standard; Chan-specific CIC table . |
| COBRA Premiums | 9 months (Chan: $27,709) | 12 months (Chan: $36,945) | . |
| Equity Acceleration | None specified outside CIC | All unvested options/RSUs outstanding at change-in-control vest upon qualifying termination (double trigger) | Standard NEO agreements; plan-level CIC mechanics . |
| Hypothetical CIC Total | $1,178,003 (cash severance + target bonus + COBRA + accelerated equity) | As modeled at 12/31/2024 for Chan | . |
| Hypothetical Non‑CIC Total | $517,709 (cash severance + COBRA) | As modeled at 12/31/2024 for Chan | . |
| Indemnification | Standard executive indemnification agreement | Executed at appointment | Filed forms referenced in appointment 8‑K . |
| Restrictive Covenants | 1‑year non‑solicit and non‑compete under proprietary information & inventions agreement | Applies post‑termination | . |
Compensation Structure Analysis
- Equity-heavy new-hire package with 75% options and 25% RSUs ($3.0M grant-date value) aligns long-term incentives but near-term selling pressure is muted given underwater strike ($12.74 vs $7.73 at 12/31/2024) .
- Annual cash incentive targets set at 40% of salary (prorated for 2024); payout based on a balanced scorecard emphasizing late-stage milestones, financial strength, and partnerships; 2024 payout $56,921 reflects 100% corporate and 100% individual achievement under the prorated framework .
- Company prohibits hedging and pledging (unless approved), and maintains a 3-year clawback on incentive comp upon restatement, reducing misalignment risk .
Compensation Peer Group (Benchmarking)
- 2024 peer group included gene therapy and biotech peers such as 2seventy bio, Denali Therapeutics, PTC Therapeutics, Editas Medicine, Sangamo, MacroGenics, Supernus, Blueprint Medicines, MeiraGTx, Ultragenyx, CRISPR, Mirati (acquired), and uniQure; Radford survey data also referenced for benchmarking .
Say-on-Pay & Shareholder Feedback
- Annual advisory vote on executive compensation held; Compensation Committee considers stockholder feedback and maintains independent consultant (Willis Towers Watson) .
Investment Implications
- Retention risk appears moderated by double-trigger CIC protection and substantial unvested equity with multi-year vesting; RSU tranches begin vesting on the first anniversary of the month of grant (expected around September annually), creating episodic supply but options remain largely non-exercisable until price recovery .
- Alignment is credible: underwater options and prohibited hedging/pledging reduce short-term monetization; clawback enhances governance; cash compensation is modest relative to equity, with performance-linked cash incentives tied to clinical and financial milestones .
- Chan’s prior track record (IPO and $3B sale at Viela; capital markets and BD experience at large-cap pharma) supports execution in financing and strategic partnering during late-stage development and commercialization transition, a key lever given company net losses and the importance of maintaining cash runway and strategic deals (e.g., Nippon Shinyaku partnership) .