REGENXBIO INC (RGNX)
Sector: Health Care
2026 Annual Meeting Analysis
REGENXBIO INC · Meeting: May 29, 2026
Directors FOR
0
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of three Class II Directors
Against Analysis
Dr. Bennett has served since September 2021 and the stock has lost roughly 46% over the past three years while the XBI (SPDR S&P Biotech ETF) gained about 67%, a gap of nearly 113 percentage points that far exceeds our 30-point trigger for companies with negative absolute returns; the 5-year record is even worse (-74% vs XBI), so there is no long-term track record to offset the recent underperformance.
Dr. Karabelas has served since 2015 and has full overlap with the underperformance period; the stock has fallen roughly 46% over three years while the XBI (SPDR S&P Biotech ETF) rose about 67%, a 113-point gap that is nearly four times our trigger threshold, and the 5-year record offers no mitigation given the stock is down 74% over that period as well.
Mr. Tassé has served since 2016 and oversees the full underperformance period; like the other nominees, RGNX's 3-year stock decline of 46% against the XBI (SPDR S&P Biotech ETF) gain of 67% produces a 113-point gap that triggers a no vote, and the 5-year data (-74% vs XBI) confirms this is sustained underperformance rather than a temporary dip.
For Analysis
All three Class II director nominees are recommended AGAINST because REGENXBIO's stock has fallen roughly 46% over three years while the XBI (SPDR S&P Biotech ETF) — the appropriate biotech benchmark — rose about 67%, a gap of approximately 113 percentage points that far exceeds the 30-point trigger threshold applicable to companies with negative absolute returns; the 5-year record (-74% vs XBI) confirms sustained underperformance with no mitigating long-term track record, and all three directors have served long enough to be held accountable.
Say on Pay
✓ FORCEO
Curran Simpson
Total Comp
$4,200,712
Prior Support
N/A
CEO Curran Simpson received total compensation of approximately $4.2 million in 2025, which is within a reasonable range for a CEO at a clinical-stage biotech company with a roughly $480 million market cap, and the pay mix is heavily weighted toward variable compensation — base salary of $665,510 represents only about 16% of total pay, well below the 40% fixed-pay ceiling, with the remainder in equity awards and performance-based cash incentives. The company has a meaningful clawback policy in place and the Compensation Committee is fully independent with an outside consultant; while the stock has underperformed XBI (SPDR S&P Biotech ETF) significantly, the variable pay level itself does not appear to be above benchmark in a way that would trigger a pay-for-performance concern at this absolute dollar level for this role. The annual cash incentive payout of 97% of target reflects a structured, pre-set corporate objectives process rather than discretionary inflation, and the company recently added performance stock units to further tie future pay to outcomes.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
11 yrs
Audit Fees
$1,455,000
Non-Audit Fees
$2,000
PwC has served since 2015 (about 11 years), well below the 25-year tenure threshold that would raise independence concerns; non-audit fees were only $2,000 against audit fees of $1,455,000, a ratio of less than 0.2% that is far below the 50% threshold; and PwC is a Big 4 firm appropriate for a company of RGNX's size and complexity.
Overall Assessment
The most significant issue at REGENXBIO's 2026 annual meeting is the company's severe stock underperformance — shares have fallen roughly 46% over three years while the XBI (SPDR S&P Biotech ETF) gained about 67%, triggering AGAINST votes on all three Class II director nominees who have sufficient tenure to be held accountable. The auditor ratification and say-on-pay proposals both pass our policy screens and are recommended FOR, while two option exchange proposals (for non-executive and executive employees) fall outside current policy scope and are noted but not scored.