Steve Pakola
REGENXBIOAbout Steve Pakola
Steve Pakola, M.D. (age 56) is EVP, Chief Medical Officer at REGENXBIO and has served as CMO since April 2019. He holds an M.D. and a B.A. in Biology from the University of Pennsylvania and previously led development as the lead inventor and program lead for Jetrea (ocriplasmin) at ThromboGenics NV . Company performance context during his tenure: FY2024 net loss was $227.1 million and year-end cash/cash equivalents/marketable securities were $244.9 million; cumulative TSR since 2019 baseline equated to $18.87 for a fixed $100 investment as of FY2024, versus $118.20 for the Nasdaq Biotechnology Index . See Company Financial Performance table for revenue and EBITDA trends.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ThromboGenics NV | Chief Medical Officer | May 2000–Apr 2012 | Lead inventor and program lead for Jetrea (ocriplasmin) |
| Amakem NV | Chief Medical Officer | Apr 2012–Oct 2015 | Led clinical development for ophthalmology pipeline |
| Aerpio Pharmaceuticals, Inc. | Chief Medical Officer | Oct 2015–Apr 2019 | Oversaw clinical strategy prior to joining RGNX |
External Roles
- No current public company board roles disclosed in the proxy for Dr. Pakola .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 498,156 | 518,082 |
| Target Cash Incentive (% of Base) | 40% | 40% |
| Corporate vs Individual Weighting | 75% / 25% | 75% / 25% |
| Merit Increase YoY | — | 4.0% (2024 vs 2023) |
Performance Compensation
Annual Cash Incentive (2024)
| Component | Weighting | Target | Actual Performance | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|
| Corporate Objectives | 75% | 40% of base | 100% of target | 212,414 | Paid annually after year-end |
| Individual Objectives | 25% | 40% of base | 110% of target | Included above | Paid annually after year-end |
Corporate objectives emphasized late-stage milestones for ABBV‑RGX‑314, RGX‑202 and RGX‑121 (60% weight), financial strength (25%), partnering (10%), and NAV platform/early portfolio value (5%) . The Compensation Committee determined corporate payout at 100% for 2024 .
Equity Awards Granted (2024)
| Grant Date | Award Type | Shares | Exercise Price | Grant Date Fair Value ($) | Vesting Schedule | Expiration |
|---|---|---|---|---|---|---|
| 1/2/2024 | RSU | 32,051 | — | 587,815 | 25% on each of 1st–4th anniversaries of month of grant | — |
| 1/2/2024 | Option | 50,875 | 18.34 | 581,592 | 25% after 12 months; remainder monthly over 36 months | 1/2/2034 |
| 8/1/2024 | RSU (one‑time retention) | 58,386 | — | 777,118 | 25% every six months over two years | — |
Notes:
- 2024 option/RSU vesting schedules apply contingent on continuous service .
- The August 1, 2024 one‑time RSU grant supported leadership stability during CEO transition .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership (shares) | 283,632 |
| Ownership as % of Outstanding | <1% (asterisk denotes below 1%) |
| Options Exercisable (within 60 days of Record Date) | 252,554 |
| Unvested RSUs and Market Value at 12/31/2024 | 67,941 ($525,184) • 32,051 ($247,754) • 58,386 ($451,324) |
| Hedging/Short Sales | Prohibited |
| Pledging | Prohibited without prior approval |
| Ownership Guidelines | Not disclosed in proxy (executive guidelines not specified) |
Insider activity: In 2024, Dr. Pakola exercised 12,878 options (value realized $78,685) and had 27,622 RSUs vest (value realized $495,815) . Many historical options are currently out‑of‑the‑money at year‑end 2024 prices (e.g., exercise prices $22.25–$54.72 vs $7.73), implying future monetization is more likely tied to RSU vesting rather than option exercises absent a share price recovery .
Employment Terms
| Scenario | Cash Severance | Target Bonus Treatment | COBRA | Equity Acceleration |
|---|---|---|---|---|
| Termination w/o Cause or Resignation for Good Reason | 12 months base salary | Not paid (regular case) | 9 months paid premiums | None |
| Change‑in‑Control Double Trigger (termination w/o cause or for good reason within 18 months) | 12 months base salary + monthly payment equal to target bonus/12 | Paid via monthly installments over 12 months | 12 months paid premiums | All unvested options/RSUs outstanding as of change in control vest upon qualifying termination |
Additional terms:
- Non‑compete/non‑solicit: Standard proprietary information and inventions agreement generally prohibits competing and soliciting employees/customers for one year post‑termination .
- Clawback: Incentive‑based compensation subject to recoupment upon an accounting restatement; 3‑year lookback .
- Insider trading policy: Trading windows, pre‑clearance for certain officers, blackout periods; hedging/short selling prohibited .
Summary Compensation (Multi‑Year)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 478,996 | 498,156 | 518,082 |
| Stock Awards ($) | 305,359 | 2,015,583 | 1,364,933 |
| Option Awards ($) | 875,493 | 616,352 | 581,592 |
| Non‑Equity Incentive ($) | 177,229 | 156,919 | 212,414 |
| All Other Compensation ($) | 17,538 (401k match) | 18,975 (401k match) | 19,838 (401k match) |
| Total ($) | 1,854,615 | 3,305,985 | 2,696,858 |
Company Financial Performance (FY)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($) | 112,724,000* | 90,242,000* | 83,328,000* |
| EBITDA ($) | (242,467,000)* | (247,108,000)* | (215,030,000)* |
Values retrieved from S&P Global.*
Compensation Structure Analysis
- Mix and pay‑for‑performance: 2024 compensation emphasized variable pay (equity plus cash incentives), with RSUs/time‑vested options dominating long‑term incentives; annual cash incentive tied to corporate milestones and individual objectives (corporate 100% payout; individual 110%) .
- Retention emphasis: One‑time RSU award (58,386 shares) in August 2024 was granted to promote stability amid CEO transition, vesting semi‑annually over two years—indicative of retention focus .
- Governance safeguards: Double‑trigger CIC vesting (no single‑trigger windfalls), formal clawback policy, and anti‑hedging/pledging controls reduce misalignment risk .
Risk Indicators & Red Flags
- Option overhang not in‑the‑money: Many legacy options carry exercise prices above current trading levels, reducing near‑term exercise pressure; equity realizations likely through RSUs unless share price recovers materially .
- No executive tax gross‑ups identified for Dr. Pakola; gross‑up noted for a different NEO’s corporate housing, discontinued in 2024 .
- No related party transactions involving Dr. Pakola disclosed; company reports no related party transactions >$120k in 2024 .
Performance & Track Record Highlights
- 2024 corporate achievements included progress across ABBV‑RGX‑314 (wet AMD/DR trials), RGX‑202 (Duchenne, Phase III initiation), and RGX‑121 (MPS II pivotal endpoint achieved and rolling BLA sections filed)—areas directly relevant to CMO oversight .
- Company ended FY2024 with $244.9 million in cash/cash equivalents/marketable securities; strategic partnership with Nippon Shinyaku delivered $110 million upfront in Q1 2025, supporting runway for pivotal programs .
Investment Implications
- Near‑term selling pressure is more likely from RSU vesting than option exercises given underwater strikes; watch semi‑annual vesting from the Aug 1, 2024 RSU grant and annual tranches from Jan 2024 grant .
- Compensation is aligned to clinical and partnering milestones (100% corporate payout) with governance protections (double‑trigger CIC, clawback, anti‑hedging/pledging) mitigating misalignment risk .
- Beneficial ownership is modest (<1%), but significant exercisable options exist; alignment relies on future value creation via successful clinical execution and potential commercialization milestones .
- The 2025 Equity Plan emphasizes minimum vesting and repricing prohibitions; if approved, it supports ongoing retention/attraction essential for late‑stage gene therapy programs .