Douglas Ingram
About Douglas S. Ingram
Douglas S. Ingram (age 62 as of April 8, 2025) is an independent Class III director of Relay Therapeutics (RLAY), serving since June 2019; his current term expires at the 2026 annual meeting. He is President & CEO and a director of Sarepta Therapeutics (since June 2017) and joined the board of Arrowhead Pharmaceuticals in February 2025; earlier roles include President & CEO of Chase Pharmaceuticals (Dec 2015–Nov 2016) and senior executive positions at Allergan. He holds a B.S. from Arizona State University and a J.D. from the University of Arizona .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allergan, Inc. | President | Jul 2013–Mar 2015 | Senior leadership of global pharma operations |
| Allergan, Inc. | President, Europe, Africa and Middle East | Aug 2010–Jun 2013 | Regional leadership |
| Allergan, Inc. | EVP, Chief Administrative Officer and Secretary | Oct 2006–Jul 2010 | Corporate administration and governance |
| Chase Pharmaceuticals Corp. | President & CEO; Director | Dec 2015–Nov 2016 | Led company until acquisition |
External Roles
| Company | Role | Start | Notes |
|---|---|---|---|
| Sarepta Therapeutics, Inc. (public) | President & CEO; Director | Jun 2017 | Ongoing external operating role |
| Arrowhead Pharmaceuticals, Inc. (public) | Director | Feb 2025 | Joined board in 2025 |
Board Governance
- Status and tenure: Independent director; Class III (term ends 2026); director since June 2019 .
- Committee assignments: Chair, Compensation Committee (members: Ingram, Linda A. Hill, Alexis Borisy). Board determined all comp committee members are independent under Nasdaq rules .
- Committee/board activity and attendance: Compensation Committee met 5× in 2024; Board met 6× in 2024; each director attended at least 75% of aggregate board and committee meetings; all directors attended the 2024 annual meeting .
- Other board committees (for context): Audit (4× in 2024) and R&D (3× in 2024) exist but Mr. Ingram is not listed as a member in the 2025 proxy’s committee roster .
- Board leadership: Chair and CEO roles are separated (Chair: Alexis Borisy; CEO: Dr. Sanjiv K. Patel) .
Committee Assignments (Ingram)
| Committee | Role | 2024 Meetings | Independence |
|---|---|---|---|
| Compensation | Chair | 5 | Committee members independent per Nasdaq; Ingram is independent |
Fixed Compensation
2024 Actual Director Cash Compensation (Ingram)
| Year | Fees Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 60,000 | Cash retainer/committee fees actually paid in 2024 |
Non-Employee Director Compensation Policy (effective June 1, 2023)
| Component | Member Annual Fee ($) | Chair Additional Annual Fee ($) |
|---|---|---|
| Board of Directors | 45,000 | 30,000 |
| Audit Committee | 10,000 | 20,000 |
| Compensation Committee | 7,500 | 15,000 |
| Nominating & Corporate Governance Committee | 5,000 | 10,000 |
| Research & Development Committee | 7,500 | 15,000 |
| Policy notes | — | Fees paid quarterly; no per-meeting fees |
Performance Compensation
2024 Director Equity Compensation (Ingram)
| Year | Equity Type | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|
| 2024 | Stock Options | 488,636 | Per policy, annual director options vest in full on earlier of first anniversary or next annual meeting, subject to service |
Policy detail: New non-employee directors receive initial options with grant-date fair value of $977,280 vesting in 36 equal monthly installments; annual options each meeting at $488,640 grant-date fair value, vesting as above; amounts computed under ASC 718 .
- Performance metrics for director equity: None disclosed; director equity is time-based, not tied to financial/ESG metrics .
Other Directorships & Interlocks
| Person | External Public Boards | Role | Interlocks/Notes |
|---|---|---|---|
| Douglas S. Ingram | Sarepta Therapeutics, Inc. | President & CEO; Director | Ongoing external CEO role |
| Douglas S. Ingram | Arrowhead Pharmaceuticals, Inc. | Director | Joined Feb 2025 |
| Compensation Committee Interlocks | — | — | Company discloses no interlocks: none of RLAY’s executives served on boards/comp committees of entities with executives on RLAY’s board/comp committee in FY2024; all comp committee members were non-employees |
Expertise & Qualifications
- Large-cap/global pharma leadership and commercialization experience (former Allergan President; regional and corporate governance roles) .
- Current operating CEO experience in genetic medicines (Sarepta) and public board experience (Arrowhead) .
- Legal and business education: B.S. (ASU) and J.D. (University of Arizona) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Breakdown |
|---|---|---|---|
| Douglas S. Ingram | 310,016 | <1% | 25,000 common shares; 285,016 options exercisable within 60 days of April 8, 2025 |
| Shares outstanding reference | 170,488,817 | — | Total common shares outstanding as of April 8, 2025 |
| Options status (as of 12/31/2024) | — | — | 285,016 unexercised options held by Ingram |
- Pledging/hedging: Company insider trading policy expressly prohibits pledging and hedging of company securities by directors .
Governance Assessment
- Independence and alignment: Board affirmatively determined Ingram is independent; compensation committee (which he chairs) is fully independent under Nasdaq rules—positive for oversight quality and pay governance .
- Engagement: Board met 6× and comp committee 5× in 2024; all directors met the 75%+ attendance threshold; directors attended the 2024 annual meeting—indicates baseline engagement .
- Pay structure: Director pay mix leans toward equity via options (2024: $60k cash; $488.6k option grant-date value). Equity is time-based (not performance-vested), which aligns interests but lacks explicit performance conditions; still consistent with small/mid-cap biotech practice .
- Ownership alignment: Ingram beneficially owns 310,016 shares/options (<1% of outstanding). Anti-hedging/anti-pledging policy supports alignment by limiting downside protection strategies .
- Conflicts/related-party: No related person transactions above $120,000 since Jan 1, 2024; audit committee oversees and must approve any related-person transactions—no red flags disclosed .
- Compensation committee practices: Use of independent consultant (Aon) with independence affirmed; committee issues formal report—supports process rigor under Ingram’s chairmanship .
- Board structure: Separate Chair and CEO roles; risk oversight allocated across committees (audit, comp, nom/gov)—supports independent oversight .
RED FLAGS
- None disclosed in the proxy related to attendance shortfalls, related-party transactions, pledging/hedging, or compensation committee interlocks .
Related Policies and Protections
- Indemnification: Standard Delaware-law-based indemnification agreements for directors; company obligations deemed primary relative to any third-party rights .
- Audit committee oversight includes review/approval of related-person transactions and ESG oversight (with nom/gov) .
Director Compensation Summary (Context)
| Name | 2024 Fees Paid in Cash ($) | 2024 Option Awards ($) | 2024 Total ($) |
|---|---|---|---|
| Douglas S. Ingram | 60,000 | 488,636 | 548,636 |
Note: Per the amended policy (effective June 1, 2023), annual cash fees are paid quarterly and no meeting fees are paid; annual director option grants occur on the annual meeting date and vest by the earlier of one year or the next annual meeting, subject to continued service .
Attendance and Tenure Snapshot
| Item | Detail |
|---|---|
| Board class/term | Class III; term expires 2026 |
| Director since | June 2019 |
| 2024 attendance | ≥75% of board and committee meetings for each director; all attended 2024 annual meeting |
| 2024 meetings | Board 6×; Compensation 5× |
Summary Implications for Investors
- Ingram brings senior operating and governance experience (Allergan, Sarepta), chairs the independent compensation committee with formal processes and independent advice, and meets engagement/attendance standards—positive for board effectiveness. The director pay mix is equity-heavy via options, aligning interests but without performance-vesting features; no related-party or interlock concerns disclosed; anti-hedging/pledging policies further support alignment .