Claude Nicaise
Sarepta TherapeuticsAbout Claude Nicaise
Claude Nicaise, M.D., age 72 as of April 24, 2025, has served on Sarepta’s Board since June 2015, bringing deep clinical and regulatory expertise with a track record supporting sixteen drug approvals . He holds an M.D. from Universite libre de Bruxelles and is the owner of Clinical Regulatory Services, advising biotechnology companies on clinical and regulatory matters . At Sarepta, he serves as an independent director and is a member of the Compensation Committee and the Research & Development Committee, with his current Class II director term expiring at the 2025 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ovid Therapeutics Inc. | Executive Vice President, Regulatory | 2015–March 2023 | Led regulatory strategy for orphan CNS diseases . |
| Alexion Pharmaceuticals Inc. | SVP Strategic Development & Global Regulatory Affairs | 2008–2014 | Senior leadership in regulatory and strategic development . |
| Bristol-Myers Squibb | Various senior leadership roles (VP Global Development; VP Worldwide Regulatory Science & Strategy; leadership in Oncology, Infectious Disease, Neuroscience) | 1983–2008 | Advanced development and regulatory programs across therapeutic areas . |
External Roles
| Organization | Role | Start Date | Committees/Impact |
|---|---|---|---|
| Cassava Sciences, Inc. | Director; Chairman of the Board | Director: Dec 2023; Chairman: Sept 2024 | Chairs Compensation Committee; member Nominating & Corporate Governance Committee . |
| Gain Therapeutics | Director; Compensation Committee member | Feb 2021 | Compensation oversight . |
| Chemomab | Director; Audit Committee member | Mar 2021 | Audit oversight . |
| Minoryx | Director | Jan 2017 | Board governance for neurology-focused biotech . |
Board Governance
- Committee assignments: Compensation Committee member; Research & Development Committee member (R&D committee chaired by Hans Wigzell; Compensation chaired by Richard Barry) .
- Independence: Board determined all directors except CEO are independent; compensation and audit committee members meet heightened independence standards (Nasdaq/SEC/IRS) .
- Attendance: In 2024, Board met 6 times; none of the directors attended fewer than 75% of Board and committee meetings; all directors attended the virtual 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at least quarterly .
- Board classification and term: Classified Board with Class I/II; Nicaise is a Class II nominee in 2025 with term continuing until successor is elected .
Meeting Activity (2024)
| Body | Meetings Held | Notes |
|---|---|---|
| Board of Directors | 6 | Also acted by unanimous written consent 5 times . |
| Audit Committee | 5 | 1 written consent . |
| Compensation Committee | 5 | 13 written consents . |
| Nominating & Corporate Governance | 5 | — . |
| Research & Development Committee | 2 | — . |
Fixed Compensation
Director Compensation Policy – Cash Components (effective 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer (Board service) | $60,000 | Increased in Feb 2024 . |
| Chair of Board | $37,500 | — . |
| Committee chair – Audit | $25,000 | — . |
| Committee chair – Compensation | $20,000 | — . |
| Committee chair – Nominating & Corporate Governance | $16,000 | Increased in Feb 2024 . |
| Committee chair – Research & Development | $20,000 | Increased in Feb 2024 . |
| Committee member – Audit | $12,500 | — . |
| Committee member – Compensation | $10,000 | — . |
| Committee member – Nominating & Corporate Governance | $8,000 | Increased in Feb 2024 . |
| Committee member – Research & Development | $10,000 | Increased in Feb 2024 . |
Claude Nicaise – Actual Director Compensation
| Year | Fee Earned / Cash | Stock Awards (RSUs FV) | Option Awards (FV) | Total |
|---|---|---|---|---|
| 2023 | $75,848 | $237,573 | $239,921 | $553,342 |
| 2024 | $78,331 | $237,525 | $248,782 | $564,638 |
- Peer positioning: Average director cash compensation between the 50th–75th percentile of peer group in 2024; aggregate annual equity compensation around the 50th percentile, with target equity grant value at ~75th percentile .
Performance Compensation
- Structure: Non-employee director equity consists of annual RSU and stock option awards; no performance metrics disclosed—awards are time-based .
- Annual equity target: Approximately $475,000 aggregate grant date fair value, split equally between RSUs and options; both vest in full on the one-year anniversary of grant, subject to continued Board service .
- Initial director grant: ~$712,500 aggregate, split between RSUs and options; vests over three annual installments beginning one year after grant .
Equity Grant Detail and Vesting
| Item | 2023 | 2024 | Vesting |
|---|---|---|---|
| Annual equity target (policy) | ~$475,000 (RSU/Option split) | ~$475,000 (RSU/Option split) | RSUs and options vest in full at 1-year post-grant . |
| Stock awards (FV – Nicaise) | $237,573 | $237,525 | Time-based as above . |
| Option awards (FV – Nicaise) | $239,921 | $248,782 | Time-based as above . |
| Outstanding awards (as of 12/31/2023) | 1,523 RSUs; 3,257 options (per director) | — | See next row . |
| Outstanding awards (as of 12/31/2024) | — | 1,846 RSUs; 3,679 options (per director; Connelly exception) | — |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| Cassava Sciences, Inc. | Director; Chairman | Chairs Compensation; member Nominating & Corporate Governance | Chairman since Sept 2024; Director since Dec 2023 . |
| Gain Therapeutics | Director | Compensation Committee | — . |
| Chemomab | Director | Audit Committee | — . |
| Minoryx | Director | — | — . |
- Related-party transactions: Sarepta reports no related-party transactions requiring disclosure since the beginning of the last fiscal year .
- Hedging/pledging: Company prohibits hedging and pledging of Company stock for directors and employees .
Expertise & Qualifications
- Board skills matrix flags Nicaise across leadership, industry knowledge, accounting/audit, public policy/regulation, academic/technical background, and public company board experience .
- The Nominating & Corporate Governance Committee cites his clinical/regulatory depth and support for sixteen drug approvals as key qualifications for Board service .
Equity Ownership
| Date (Record) | Shares Beneficially Owned | % of Class | Breakdown / Notes |
|---|---|---|---|
| April 8, 2024 | 74,494 | <1% | Includes 58,166 options exercisable within 60 days; shares outstanding: 94,490,157 . |
| April 8, 2025 | 77,528 | <1% | Includes 52,099 options exercisable within 60 days; shares outstanding: 98,256,898 . |
- Stock ownership guidelines: Non-employee directors are required to own stock equal to 3x annual cash retainer; all directors are in compliance .
Say-on-Pay & Director Election Outcomes (2025 Annual Meeting)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation (2024) | 72,144,292 | 2,176,998 | 62,710 | 10,202,114 |
| Election – Claude Nicaise (Class II) | 71,006,475 | 3,334,914 | 42,611 | 10,202,114 |
- Historical context: 2023 say-on-pay received 27.8% support; Board engaged extensively with shareholders and adjusted practices (e.g., increasing PSU mix for executives) .
Compensation Committee Analysis
- Composition: Richard Barry (Chair), Kathryn J. Boor, Deirdre Connelly, Claude Nicaise .
- Rotation policy: Chair 5-year term limit; member rotation every three years; the Board waived the one-year rejoin waiting period in Dec 2024 to support new member onboarding .
- Independent consultant: Aon provides market data and recommendations; also supports director compensation reviews .
Governance Assessment
- Alignment: Independent status, strong attendance, and quarterly executive sessions support effective oversight; R&D committee participation aligns with his regulatory expertise .
- Compensation structure: Director equity is time-based with no performance metrics; annual target at ~75th percentile but aggregate equity at ~50th percentile due to board size—appropriate for high meeting frequency and involvement .
- Shareholder confidence: 2025 re-election support and strong say-on-pay approval suggest improved investor sentiment after prior low 2023 say-on-pay support .
RED FLAGS
- External board roles at multiple biopharmas and ownership of a regulatory consulting firm may present potential conflicts; Sarepta reports no related-party transactions, and its Code requires audit committee authorization for any such transactions .
- Director equity lacks performance conditioning (time-based only), reducing pay-for-performance linkage at the Board level; however, this is standard for non-employee director programs and disclosed transparently .
Overall, Nicaise’s independence, attendance, and relevant committee assignments underpin board effectiveness; monitoring for any related-party exposure and continued transparency on director equity practices remain important for investor confidence .