Douglas Ingram
Director at ARWR
Board
About Douglas Ingram
Douglas Ingram (age 62) is an independent director nominee at Arrowhead Pharmaceuticals and is expected to be appointed before the 2025 Annual Meeting. He is currently President & CEO of Sarepta Therapeutics (since June 2017), previously served as CEO/President/Director of Chase Pharmaceuticals (Dec 2015–Nov 2016), and held senior leadership roles at Allergan including President, EMEA (Aug 2010–Jun 2013), President (Jul 2013–early 2015), EVP/Chief Administrative Officer/Secretary (Oct 2006–Jul 2010), and General Counsel (Jan 2001–Jun 2009); he holds a J.D. from the University of Arizona and a B.S. from Arizona State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allergan, Inc. | President | Jul 2013–early 2015 | Led global legal affairs, compliance, internal audit/controls, HR, regulatory/safety, corporate affairs/PR across prior roles |
| Allergan, Inc. | President, Europe/Africa/Middle East | Aug 2010–Jun 2013 | Regional leadership across EMEA |
| Allergan, Inc. | EVP, Chief Administrative Officer & Secretary | Oct 2006–Jul 2010 | Oversight of multiple corporate functions |
| Allergan, Inc. | General Counsel | Jan 2001–Jun 2009 | Led global legal affairs |
| Allergan, Inc. | Secretary & Chief Ethics Officer | Jul 2001–Jul 2010 | Ethics oversight |
| Chase Pharmaceuticals | CEO, President & Director | Dec 2015–Nov 2016 | Clinical-stage biopharma leadership |
| Actavis | Special Advisor to CEO | Post-2015 Allergan acquisition | Strategic advisory role |
| Pacific Mutual Holding Co. | Director | Mar 2015–May 2018 | Board service at insurance/financial services parent |
External Roles
| Organization | Role | Status |
|---|---|---|
| Sarepta Therapeutics (Nasdaq: SRPT) | President & CEO | Current (since Jun 2017) |
| Relay Therapeutics (Nasdaq: RLAY) | Director | Current |
Board Governance
- Independence: Arrowhead states a majority-independent board and identifies all directors and nominees as independent except the CEO; Ingram is presented as “Independent Director” .
- Committee assignments: Ingram is a new nominee and is not listed on current committees. FY2025 committee rosters are: Audit (Waddill—Chair, Ferrari, Vakiener) ; Compensation (Perry—Chair, Lu, Waddill) ; Nomination (Vakiener—Chair, Ferrari, Olukotun, Perry, Lu, Waddill) ; Science (Ferrari—Co-Chair, Olukotun—Co-Chair, Lu, Perry) .
- Attendance: Incumbent directors attended 100% of board and committee meetings in FY2024; Ingram had not yet joined, so no attendance record .
- Board leadership: Combined Chair/CEO role (Anzalone), with Lead Independent Director (Waddill) and regular executive sessions of independent directors .
Fixed Compensation
Arrowhead’s standard non-employee director pay structure (FY2024) is cash retainer plus incremental chair fees.
| Component | 2024 Amount (USD) |
|---|---|
| Annual retainer – all non-employee directors | $80,000 |
| Additional retainer – Non-Executive Board Chair | $15,000 |
| Audit Committee Chair | $5,000 |
| Compensation Committee Chair | $5,000 |
Notes:
- Directors who are company employees receive no separate director compensation .
- FY2024 total director compensation examples (for context): Waddill $470,833; Perry $460,833; Vakiener $460,833; Given $475,833; Lu $804,999 (pro-rated cash plus sign-on equity) .
Performance Compensation
Director equity grants are in RSUs; vesting is time-based (no performance metrics disclosed for directors).
| Award Type | Grant Fair Value (FY2024) | Vesting Terms | Notes |
|---|---|---|---|
| Annual RSU to non-employee directors | $380,833 | Vests one year from grant, service-based | ASC 718 fair value at grant date |
| Sign-on RSU (example: Hongbo Lu) | $761,666 | Vests in 3 equal annual installments | Appointment-related grant |
Additional details:
- As of FY2024 year-end, outstanding RSUs held by directors included: Perry — 19,583; Ferrari — 19,583; Waddill — 19,583; Olukotun — 19,583; Vakiener — 24,722; Lu — 24,080 .
- Outstanding options as of FY2024 for directors included: Perry — 4,593; Ferrari — 4,593; Waddill — 4,593; Olukotun — 4,593; Vakiener — 4,593; Lu — 0 .
Other Directorships & Interlocks
| Company | Role | Potential Interlock Considerations |
|---|---|---|
| Sarepta Therapeutics | President & CEO | Significant external executive commitment; Arrowhead discloses no related-party transactions involving Ingram |
| Relay Therapeutics | Director | External board role; no Arrowhead-related transactions disclosed |
- Director nomination: Ingram was initially recommended by Arrowhead’s CEO and other executive officers, a disclosure relevant to board dynamics and independence evaluation; formal nomination was unanimously adopted by the board .
Expertise & Qualifications
- Extensive biopharma leadership, drug development, business development, company-building, and venture capital experience, including CEO tenure at Sarepta and senior executive/legal roles at Allergan .
- Board matrix lists Ingram contributing executive leadership, public company governance, healthcare/drug development expertise .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Douglas Ingram | 0 | <1% |
Reference base: 125,073,049 shares outstanding as of January 17, 2025 .
Insider policy indicators:
- Arrowhead prohibits hedging and short sales; directors/officers may pledge up to 75% of owned and vested shares with board approval. No pledging is disclosed for Ingram (he holds no shares) .
Governance Assessment
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Strengths
- Independence designation and lack of related-party transactions involving Ingram enhance investor confidence .
- Deep operating and regulatory background from Allergan and CEO experience at Sarepta adds board effectiveness in biopharma strategy and risk oversight .
- Board practices include a Lead Independent Director, independent committees, and regular executive sessions, mitigating combined Chair/CEO risks .
-
Watch Factors / RED FLAGS
- Combined Chair/CEO structure persists; requires robust lead independent oversight (present) .
- External commitments: Ingram’s full-time CEO role at Sarepta plus Relay board seat may limit availability; monitor committee workload/attendance post-appointment (no attendance data yet) .
- Ownership alignment: Ingram currently has no Arrowhead share ownership; monitor future equity grants/holdings for alignment with shareholder interests .
- Pledging policy permits up to 75% of owned/vested shares with board approval; while common, pledging can raise alignment concerns if used (no pledging disclosed for Ingram) .
-
Director Compensation Structure Signals
- Cash retainer is modest relative to equity-heavy RSUs with time-based vesting; no performance metrics for director equity, which is standard but reduces pay-for-performance linkage at the director level .
- Use of sign-on RSUs for new directors (e.g., Lu) suggests flexibility to attract talent; watch for outsized initial equity to ensure alignment and not overcompensation .
Overall, Douglas Ingram brings high-relevance biopharma credentials and is presented as independent with no disclosed conflicts; key monitoring items are his post-appointment engagement (attendance, committee participation) and evolving ownership alignment at Arrowhead .