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Cristin Rothfuss

Executive Vice President, Chief General Counsel and Corporate Secretary at Sarepta TherapeuticsSarepta Therapeutics
Executive

About Cristin Rothfuss

Cristin L. Rothfuss is Executive Vice President, Chief General Counsel since November 2024 and Corporate Secretary since March 2025; she joined Sarepta in October 2018 after senior roles at Harvard University’s Office of Technology Development, pSivida, and prior litigation practice. She is 57 and holds a B.A. in Political Science from Yale University and a J.D. from the University of Connecticut School of Law . Company performance during her tenure includes FY2024 net product revenues of ~$1.79B and strong execution against pre-set corporate goals; Q3 2025 showed lower quarterly revenues year-over-year while year-to-date revenues increased to ~$1.76B; five‑year TSR proxy disclosure indicates $100 invested in Sarepta was worth $94.23 at year-end 2024 .

Past Roles

OrganizationRoleYearsStrategic Impact
Harvard University – Office of Technology DevelopmentExecutive Director, Institutional Initiatives; Director, Technology TransactionsNot disclosedLed complex IP and transaction initiatives supporting commercialization of academic research
Harvard University – Institute for Quantitative Social ScienceExecutive DirectorNot disclosedOversaw interdisciplinary research operations and partnerships
pSivida Ltd.Director of Intellectual Property and Corporate CounselNot disclosedDrove IP strategy and corporate legal matters at a biopharma company
Ivey, Barnum & O’Mara; Bernstein, Cushner & KimballLitigation AssociateNot disclosedFoundational litigation and dispute resolution experience

External Roles

OrganizationRoleYears
Boston Day and Evening AcademyBoard of Trustees (member)Since 2018

Fixed Compensation

  • Not disclosed for Ms. Rothfuss in 2024–2025 proxy tables; she was not a named executive officer (NEO) for 2024 and her individual salary and cash bonus figures are not presented .

Performance Compensation

Company-wide senior executive incentive design (indicative of structure likely applicable to Ms. Rothfuss post-appointment; individual grant details are not disclosed):

MetricWeighting / PotentialTarget DefinitionActual StatusPayout EarnedVesting Terms
Elevidys label expansionUp to 50% of PSUs at three sub-targets (ages 4–7: 30%; ambulatory: 40%; non‑ambulatory: 50%)FDA approvals across populationsAchieved Non‑Ambulatory level in Q2 202450% of March 2024 PSUs earned immediatelyImmediate vesting upon milestone achievement (June 20, 2024)
Cumulative net product revenue (2024–2025)30–50% depending on thresholds≥$2.7B (30%), ≥$3.3B (40%), ≥$4.0B (50%)Outstanding through 12/31/2025Not yet earnedIf earned, vests 3/1/2026 with service condition
Positive cash flow20–25%Over four consecutive quarters (20%) or cumulatively over vesting period (25%)Outstanding through 12/31/2025Not yet earnedIf earned, vests 3/1/2026 with service condition
Accelerated approval of LGMD2E (SRP‑9003)25–31.25%By 3/1/2026 (25%) or by 12/31/2025 (31.25%)OutstandingNot yet earnedIf earned, vests 3/1/2026 with service condition

Standard vesting schedules for senior executive awards:

  • Options: 25% after one year then 1/48th monthly to full vest in four years (typical quarterly grant cycle in early March) .
  • RSUs: 25% annually over four years .
  • Change-in-control: If awards are not assumed, options/SARs fully vest; restrictions on full-value awards lapse; unearned PSUs deemed achieved at 100% of target; awards otherwise may be treated per administrator discretion .

Equity Ownership & Alignment

  • Stock ownership guidelines require executive officers to hold Company stock equal to 1x base salary (CEO 3x); executives typically have five years to reach compliance; the policy excludes unexercised options and unvested RSUs/PSUs; as of the proxy, all named executive officers and non‑employee directors were in compliance (Ms. Rothfuss not assessed in this disclosure) .
  • Hedging and pledging are prohibited for directors, officers, and employees per policy and governance snapshot .
  • Clawbacks: Dodd‑Frank‑compliant recoupment policy for erroneously‑paid incentive compensation on restatement, plus a discretionary clawback for equity granted above stockholder‑approved plan limits .
  • Beneficial ownership tables list NEOs and directors; Ms. Rothfuss is not individually listed, and her direct/indirect shareholdings are not disclosed in the proxy .

Employment Terms

  • Appointment: Ms. Rothfuss succeeded the prior General Counsel on November 26, 2024; she serves as Executive Vice President, General Counsel and Corporate Secretary (Corporate Secretary role effective March 2025) .
  • Insider Trading Policy: Applies to directors/officers/employees and immediate family members; includes blackout windows and is attached to the FY2024 10‑K; prohibits hedging/monetization transactions .
  • Change‑in‑control/severance agreements are summarized for other executives (CFO, CSO, etc.); no specific CIC/severance disclosure is provided for Ms. Rothfuss in the proxy .

Company Performance Context (for pay‑for‑performance alignment)

MetricQ3 2024Q3 20259M 20249M 2025
Total Revenues ($USD Millions)467.2 399.4 1,243.6 1,755.3
GAAP Operating (Loss)/Income ($USD Millions)22.2 (103.4) 56.4 (288.2)
Non-GAAP Operating (Loss)/Income ($USD Millions)74.9 (35.7) 216.5 (122.5)
FY MetricFY 2024
Net Product Revenues ($USD Millions)1,787.96

Additional governance and shareholder input:

  • Say‑on‑pay approval ~87% in 2024; ongoing engagement with investors to refine practices (Aon as independent consultant) .
  • Compensation peer group (commercial biopharma) includes ACADIA, Alkermes, Alnylam, BioMarin, Blueprint, Exelixis, Halozyme, Incyte, Ionis, Jazz, Neurocrine, PTC, Repligen, Sage, Ultragenyx, United Therapeutics .

Investment Implications

  • Compensation alignment: Senior executive pay is heavily performance‑based with multi‑year vesting and PSU milestones tied to product approvals, revenue scale, cash flow, and pipeline progress—structures that likely extend to the General Counsel role and support long‑term alignment and retention; exact award levels for Ms. Rothfuss are not disclosed .
  • Retention and selling pressure: Standard four‑year vesting for RSUs/options and milestone‑driven PSU vesting create predictable vest dates; combined with the prohibition on hedging/pledging and ownership guidelines, near‑term forced selling pressure is mitigated, though monitor future Form 4 filings for any sales around vest dates .
  • Governance quality: As Corporate Secretary and Chief General Counsel, she oversees adherence to clawback, insider trading, and equity plan provisions (including no option/SAR repricing without stockholder approval), supporting risk control and pay discipline .
  • Execution risk: Company restructuring in 2025 introduced severance charges and option/award reversals for departing executives; continued delivery against revenue/cash milestones and regulatory timelines will be critical to PSU outcomes and culture stability under her legal/governance stewardship .

Data gaps and monitoring: Ms. Rothfuss’s individual base salary, target bonus, and annual equity award sizes are not disclosed in the 2025 proxy; watch subsequent proxies and Form 4 filings for ownership and transactions to refine alignment and retention views .