REGENXBIO Inc. Elects New Director; Two Directors Resign

What Happened

• REGENXBIO Inc. announced on August 25, 2026 that the Board elected Gregory Ciongoli as a Class II director, effective immediately, with his initial term expiring at the Company’s 2029 annual meeting. The Board designated him an independent director and appointed him to the Audit Committee and the Nominating and Corporate Governance Committee. On the same date the Board accepted the resignations of Jean Bennett, M.D., Ph.D., and A.N. “Jerry” Karabelas, Ph.D., effective August 25, 2026; both will serve as advisors to the company through February 2027 unless extended. The Board size was reduced to nine directors.

Key Details

• Initial equity award to Mr. Ciongoli: $550,000 grant-date fair value — 75% non-statutory stock option, 25% restricted stock units (RSUs).
• Option exercise price: $8.91 per share; option vests over 3 years (1/3 at 1 year, remainder monthly over next 24 months). RSUs vest one-third on each of the first, second and third anniversaries; acceleration upon change of control or death.
• Cash retainers: $45,000 annual board retainer; additional $10,000 for Audit Committee service and $5,000 for Nominating & Corporate Governance Committee service. Eligible for annual equity awards beginning after the 2027 annual meeting.
• No related-person transactions reported; Mr. Ciongoli receives standard director indemnification. Company attached a press release as Exhibit 99.1.

Why It Matters

• Governance change: investors should note a new independent director with seats on key oversight committees (Audit and Nominating & Corporate Governance), which can affect board oversight and committee workloads.
• Compensation and potential dilution: the $550,000 equity package (option + RSUs) and future annual awards represent compensation expense and potential share dilution; the option exercise price ($8.91) is a concrete metric for assessing future dilution dynamics.
• Continuity: the two departing directors will remain as advisors through February 2027, providing a transition period while the Board operates with nine members.