Patrick Christmas
REGENXBIOAbout Patrick Christmas
Patrick J. Christmas (age 54) serves as EVP, Chief Strategy and Legal Officer at REGENXBIO, having joined the senior management team in August 2016. He holds a J.D. from the University of Notre Dame and a B.A. in Economics from Boston College, and previously served as Interim General Counsel at Tolero Pharmaceuticals and General Counsel at Lumara Health, Wellstat Companies, and BioVeris (the latter two through acquisition events) . Pay-for-performance is central to RGNX’s design, with clawbacks, anti-hedging/pledging controls, and annual objective-setting; 2024 corporate performance goals paid at 100% of target, and Mr. Christmas’s individual objectives were assessed at 105%, driving his cash incentive payout .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tolero Pharmaceuticals | Interim General Counsel | Apr 2015–Aug 2016 | Oversaw legal function during transition |
| Lumara Health | VP, General Counsel | May 2011–Nov 2014 | Legal leadership through company acquisition |
| Wellstat Companies | General Counsel | Jul 2007–May 2011 | Legal leadership across biotech portfolio |
| BioVeris Corporation | General Counsel | Apr 2005–Jul 2007 | Legal leadership through acquisition by F. Hoffmann-La Roche Ltd. |
| Akin Gump Strauss Hauer & Feld LLP | Associate | Early career | Foundational legal training |
External Roles
No public-company board roles are disclosed in the proxy biography; Mr. Christmas is profiled as a senior executive (EVP, Chief Strategy and Legal Officer), not as a director .
Fixed Compensation
| Component | 2024 Detail |
|---|---|
| Base Salary (Approved) | $500,868 |
| Target Cash Incentive | 40% of base salary; $200,347 target dollars |
| Actual Cash Incentive Paid (2024) | $202,852, based on corporate 100% and individual 105% |
| All Other Compensation (2024) | $19,838 (primarily 401(k) match) |
Performance Compensation
Annual Cash Incentive Design and Outcome (2024)
| Metric | Weighting | Target | Actual | Payout ($) |
|---|---|---|---|---|
| Corporate Objectives | 75% | 100% of target | 100% achieved | Included in total below |
| Individual Objectives | 25% | 100% of target | 105% achieved | Included in total below |
| Total Cash Incentive | — | $200,347 | Paid at combined corporate/individual outcomes | $202,852 |
Corporate objective details (company-level):
- Late-stage program milestones (ABBV-RGX-314, RGX-202, RGX-121): 60% weighting; “Substantially Achieved” at 55% of corporate objectives .
- Financial strength and capital resources into 2026: 25% weighting; “Achieved” at 25% .
- Strategic partnerships for RGX-121 and deprioritized programs: 10% weighting; “Exceeded” at 15% .
- Early portfolio/NAV platform value: 5% weighting; “Achieved” at 5% .
Equity Awards Granted in 2024
| Grant | Award Type | Shares/Options | Exercise Price | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Jan 2, 2024 | RSUs | 34,615 | — | $634,839 | 25% annually over 4 years |
| Jan 2, 2024 | Stock Options | 54,945 | $18.34 | $628,120 | 25% at 12 months; remainder monthly over 36 months |
| Aug 1, 2024 (one-time) | RSUs | 56,446 | — | $751,296 | 25% every 6 months over 2 years (leadership stability grant) |
2024 Equity Vesting and Option Exercise
| Event (2024) | Shares | Value Realized |
|---|---|---|
| RSUs vested | 22,410 | $402,260 (based on FMV at vest) |
| Options exercised | — | — (no exercises reported) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Apr 1, 2025) | 341,892 shares; less than 1% of outstanding |
| Anti-Hedging/Pledging Policy | Hedging, short sales, and pledging prohibited without prior approval |
| Clawback Policy | Restatement-triggered recovery of incentive-based compensation over 3-year lookback |
Outstanding awards and unvested equity as of Dec 31, 2024:
- Unvested RSUs: 3,450 (1/4/2021; $26,669 MV), 3,950 (1/3/2022; $30,534 MV), 50,955 (1/3/2023; $393,882 MV), 34,615 (1/2/2024; $267,574 MV), 56,446 (8/1/2024; $436,328 MV) .
- Options (strike, expiration, exercisable/unexercisable):
- 12.10, 8/18/2026: 6,430 / —
- 19.50, 1/4/2027: 641 / —
- 35.80, 1/3/2028: 43,000 / —
- 40.82, 1/3/2029: 45,000 / —
- 38.99, 1/2/2030: 50,000 / —
- 44.97, 1/4/2031: 61,198 / 1,302
- 34.31, 1/3/2032: 27,271 / 10,129
- 22.25, 1/3/2033: 27,082 / 29,437
- 18.34, 1/2/2034: — / 54,945
Trading controls:
- Blackout windows and pre-approval requirements for certain officers are enforced under the Insider Trading Policy (Exhibit 19.1 referenced in 10-K) .
Employment Terms
| Provision | Base Case Termination (No CoC) | Change in Control (Double Trigger; within 18 months) |
|---|---|---|
| Cash Severance | 12 months of base salary ($500,868 for 2024) | 12 months of base salary plus target bonus paid monthly (target $200,347) |
| COBRA Premiums | 9 months; example for Patrick $27,709 | 12 months; example for Patrick $36,945 |
| Equity | No acceleration | Accelerate all unvested options and RSUs outstanding as of CoC if terminated without cause/for good reason |
| Definitions | “Cause,” “Good Reason,” and “Change in Control” defined (includes >50% voting change, asset sale, merger reducing holder ownership ≤50%, board turnover over 12 months) | |
| Non-Compete/Non-Solicit | Standard proprietary info & inventions agreement; 1-year prohibition on soliciting employees/customers and competing post-termination | |
| 280G Treatment | Parachute payment reductions (“cutback”) if it increases net after-tax outcome vs. excise tax payment |
Illustrative hypothetical change-in-control benefits (as of Dec 31, 2024):
| Component | Amount |
|---|---|
| Cash Severance | $500,868 |
| Target Annual Cash Incentive | $200,347 |
| COBRA Premiums | $36,945 |
| Accelerated Equity Value | $1,154,986 |
| Total | $1,893,146 |
Base-case termination (no CoC) hypothetical:
| Component | Amount |
|---|---|
| Cash Severance | $500,868 |
| COBRA Premiums | $27,709 |
| Total | $528,577 |
Compensation Structure Notes
- Pay mix emphasizes variable compensation for NEOs; average other NEO compensation in 2024 was ~90% variable (options, RSUs, cash incentives) and ~10% guaranteed (salary, other) .
- Equity grants follow best-practice guardrails under the 2025 Equity Incentive Plan: minimum one-year vesting (with 5% exception pool), no option/SAR repricing without stockholder approval, no liberal share recycling, and clawback applicability .
- 2025 Say-on-Pay passed with 32,577,603 votes for, 1,756,155 against, 93,787 abstaining; say-on-pay frequency set to annual by stockholder vote .
Investment Implications
- Alignment and retention: Christmas’s pay is primarily performance-based with a 40% target bonus and 75/25 corporate/individual weighting; his 2024 payout reflects full corporate attainment and above-target individual goals, reinforcing pay-for-performance but also highlighting reliance on company milestone execution .
- Near-term supply overhang risk: Significant unvested RSUs (including a one-time Aug 2024 stability grant vesting semiannually) and ongoing monthly option vesting can create periodic selling pressure as units vest and options become exercisable; he recorded RSU vesting of 22,410 shares in 2024 and no option exercises .
- Change-in-control economics: Double-trigger acceleration and ~$1.9M hypothetical CoC package (including accelerated equity value) could incentivize transaction neutrality while protecting retention; the 280G cutback mitigates shareholder-unfriendly excise tax gross-ups .
- Governance risk mitigants: Anti-hedging/pledging, annual compensation risk reviews, and a formal clawback policy lower misalignment and misconduct risk; no pledging is permitted without approval, and incentive-based pay is subject to restatement clawbacks .
- Ownership: Beneficial ownership of 341,892 shares (<1%) provides meaningful skin-in-the-game but not control; ongoing vesting should steadily increase realized holdings subject to trading policy windows .
- Shareholder sentiment: Strong 2025 say-on-pay support and adoption of the 2025 equity plan suggest investor acceptance of compensation structures, including continued use of options and RSUs with robust guardrails .