CEO Rachel McMinn was paid $3,209,553 in fiscal year 2025, ↓ down 7.4% from fiscal year 2024 (SEC filing 0001404644-26-000027 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$3,209,553 ↓ Rachel McMinn total, FY2025 | — CEO pay percentile vs peers | — CEO-to-median pay ratio | 99.64% Say-on-pay support, latest vote |
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NGNE's next annual pay disclosure, estimated April 16, 2027.est. Filing ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Rachel McMinn | $618,800 | $371,280 | $385,746 | $1,826,570 | $0 | $0 | $7,157 | $3,209,553 |
| Founder and Chief Executive Officer | ||||||||
| Christine Mikail | 556,000 | 305,800 | 327,642 | 1,552,754 | 0 | 0 | 12,262 | 2,754,458 |
| President and Chief Financial Officer | ||||||||
| Julie Jordan | 496,800 | 198,720 | 135,576 | 640,392 | 0 | 0 | 819 | 1,472,307 |
| Chief Medical Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Rachel McMinn | $3,209,553 | $3,464,815 | $1,080,629 | ↓ −255,262 |
| Christine Mikail | 2,754,458 | 3,362,174 | 1,132,484 | ↓ −607,716 |
| Julie Jordan | 1,472,307 | 2,460,036 | — | ↓ −987,729 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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Each company listed discloses NGNE in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named NGNE in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
One page per officer: the same table above, read for one person at a time — his own figure and every fiscal year the register holds.
| Executive | Role | FY2025 total |
|---|---|---|
| Rachel McMinn | CEO | $3,209,553 |
| Julie Jordan | Chief Medical Officer | $1,472,307 |
| Christine Mikail | President | $2,754,458 |
One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2025 total |
|---|---|---|
| Cory Freedland | Director | $239,484 |
| Keith Woods | Independent Director | $237,484 |
| Robert Baffi | Independent Director | $240,484 |
| Rohan Palekar | Independent Director | $244,484 |
| Sarah B. Noonberg | Independent Director | $230,484 |
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Julie Jordan | RSU | 2025-03-26 | — | — | 8,400 | — | $173,040 |
| Rachel McMinn | RSU | 2025-03-26 | — | — | 23,900 | — | 492,340 |
| Christine Mikail | RSU | 2025-03-26 | — | — | 20,300 | — | 418,180 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Julie Jordan | $173,040 | $0 | $0 | 0.0% |
| Rachel McMinn | 492,340 | 0 | 0 | 0.0% |
| Christine Mikail | 418,180 | 0 | 0 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Christine Mikail | Option | 122,000 | 16.14 | — |
| Rachel McMinn | Option | 143,500 | 16.14 | — |
| Rachel McMinn | RSU | 76,062 | — | 1,566,877 |
| Christine Mikail | RSU | 50,000 | — | 1,030,000 |
| Christine Mikail | RSU | 20,300 | — | 418,180 |
| Julie Jordan | Option | 39,063 | 32.3 | — |
| Rachel McMinn | RSU | 23,900 | — | 492,340 |
| Christine Mikail | RSU | 21,269 | — | 438,141 |
| Julie Jordan | RSU | 8,400 | — | 173,040 |
| Rachel McMinn | Option | 11,812 | 20.22 | — |
| Rachel McMinn | Option | 52,471 | 36.06 | — |
| Christine Mikail | Option | 11,813 | 18.39 | — |
| Christine Mikail | Option | 30,320 | 36.06 | — |
| Julie Jordan | Option | 50,300 | 16.14 | — |
The Company's executive compensation program reflects a variable pay-for-performance philosophy, utilizing performance measures to align executive compensation with Company performance and incentivizing long-term performance.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Aon |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | false |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-03 | 9,991,445 | 36,394 | 61,631 | 99.64% | Passed |
| 2025 | 2025-04-16 | 7,721,866 | 3,174,484 | 104,448 | 70.87% | Passed |
| 2024 | 2024-06-14 | 9,092,990 | 482,023 | 5,878 | 94.91% | Passed |
| 2023 | 2023-06-08 | 13,514,724 | 6,833,846 | 87,739 | 66.42% | Passed |
| 2022 | 2022-05-12 | 22,484,586 | 1,701,779 | 25,971 | 92.96% | Passed |
| 2021 | 2021-05-13 | 35,966,053 | 1,004,736 | 44,854 | 97.28% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-06-03 | 99.64%a |
| 2025 | 2025-04-16 | 70.87%b |
| 2024 | 2024-06-14 | 94.91%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Approved under the standard stated in the filing — “Abstentions will have the same effect as a vote "AGAINST" the matter.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Rohan PalekarIndependent · Audit Committee · Compensation Committee (Chair) | $60,000 | $0 | $184,484 | — | $0 | $244,484 |
| Robert BaffiIndependent · Compensation Committee · Nominating and Corporate Governance Committee (Chair) | 56,000 | 0 | 184,484 | — | 0 | 240,484 |
| Cory FreedlandNot independent · Audit Committee (Chair) | 55,000 | 0 | 184,484 | — | 0 | 239,484 |
| Keith WoodsIndependent · Audit Committee · Nominating and Corporate Governance Committee | 53,000 | 0 | 184,484 | — | 0 | 237,484 |
| Sarah B. NoonbergIndependent · Compensation Committee | 46,000 | 0 | 184,484 | — | 0 | 230,484 |
| Rachel McMinnEmployee director · Board Chair | — | — | — | — | — | 0 |
| Annual cash retainer | $40,000 |
|---|---|
| Annual equity retainer | $184,484 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 15,000 / 12,000 / 10,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $270,000 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $270,000 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Neurogene | 2025 | Rachel McMinn | $618,800 | $385,746 | $1,826,570 | $0 | $3,209,553 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Rachel McMinn | DEF 14A | 2026-04-16 | 0001404644-26-000027 | Section “Executive Compensation”. As printed: 3,209,553. Filing ↗machine: r2 · c21 · span 218271–218280 |
| 2 | Section 01, Christine Mikail | DEF 14A | 2026-04-16 | 0001404644-26-000027 | Section “Executive Compensation”. As printed: 2,754,458. Filing ↗machine: r4 · c21 · span 221874–221883 |
| 3 | Section 01, Julie Jordan | DEF 14A | 2026-04-16 | 0001404644-26-000027 | Section “Executive Compensation”. As printed: 1,472,307. Filing ↗machine: r6 · c21 · span 225474–225483 |
| 4 | Section 03, Julie Jordan RSU | DEF 14A | 2026-04-16 | 0001404644-26-000027 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 278602–278609 |
| 5 | Section 03, Rachel McMinn RSU | DEF 14A | 2026-04-16 | 0001404644-26-000027 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 249778–249785 |
| 6 | Section 03, Christine Mikail RSU | DEF 14A | 2026-04-16 | 0001404644-26-000027 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 271854–271861 |
| 7 | Section 08, Rohan Palekar | DEF 14A | 2026-04-16 | 0001404644-26-000027 | Section “Director Compensation”. As printed: 244,484. Filing ↗machine: span 405168–405294 |
| 8 | Section 08, Robert Baffi | DEF 14A | 2026-04-16 | 0001404644-26-000027 | Section “Director Compensation”. As printed: 240,484. Filing ↗machine: span 401522–401648 |
| 9 | Section 08, Cory Freedland | DEF 14A | 2026-04-16 | 0001404644-26-000027 | Section “Director Compensation”. As printed: 239,484. Filing ↗machine: span 402828–402954 |
| 10 | Section 08, Keith Woods | DEF 14A | 2026-04-16 | 0001404644-26-000027 | Section “Director Compensation”. As printed: 237,484. Filing ↗machine: span 406419–406545 |
| 11 | Section 08, Sarah B. Noonberg | DEF 14A | 2026-04-16 | 0001404644-26-000027 | Section “Director Compensation”. As printed: 230,484. Filing ↗machine: span 403936–404062 |
| 12 | Section 08, Rachel McMinn | DEF 14A | 2026-04-16 | 0001404644-26-000027 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 13 | Section 06, 2026 vote | Form 8-K | 2026-06-04 | 0001404644-26-000040 | Item 5.07 · say-on-pay result. As reported: 99.64% (votes for as printed: 9,991,445). Filing ↗ |
| 14 | Section 06, 2025 vote | Form 8-K | 2025-06-12 | 0001404644-25-000053 | Item 5.07 · say-on-pay result. As reported: 70.87% (votes for as printed: 7,721,866). Filing ↗ |
| 15 | Section 06, 2024 vote | Form 8-K | 2024-06-17 | 0001404644-24-000066 | Item 5.07 · say-on-pay result. As reported: 94.91% (votes for as printed: 9,092,990). Filing ↗ |
| 16 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 17 | Section 03b vehicle mix (computed) | Computed | — | — | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 18 | Section 09b board cost (computed) | Computed | — | — | Cash 270,000 + equity 0 + all other 0 = 270,000, summed across the director compensation table rows.machine: formula: Σ = 270,000 |
| 19 | Neurogene (subject), Section 10b CEO total | DEF 14A | 2026-04-16 | 0001404644-26-000027 | CEO total compensation as printed in Neurogene's own proxy. As printed: 3,209,553. Filing ↗machine: r2 · c21 · span 218271–218280 |