Deirdre Connelly
Sarepta TherapeuticsAbout Deirdre Connelly
Deirdre Connelly (age 64) joined Sarepta’s Board in September 2024 and is a Class I director whose term runs to the 2026 Annual Meeting. She is independent under Nasdaq rules, sits on the Compensation Committee and the Nominating & Corporate Governance Committee, and brings senior pharma leadership experience from GSK and Eli Lilly; education includes a BA in Economics & Business Management (Lycoming College) and Harvard University’s Advanced Management Program .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GlaxoSmithKline (GSK) | President, North America Pharmaceuticals | 2009–2015 | Led commercial operations across the region |
| Eli Lilly and Company | President, U.S. Pharmaceutical Operations; prior SVP HR; VP HR for pharma ops | 2005–2009 (President); prior years in HR | Extensive operating and HR leadership across pharma businesses |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Macy’s Corporation | Director | Current | Not specified in SRPT proxy |
| Lincoln Financial Group | Director | Current | Not specified in SRPT proxy |
| Genmab A/B | Chairperson of the Board | Current | Board leadership; committee details not specified in SRPT proxy |
Board Governance
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee member .
- Independence: Board determined all current directors except the CEO are independent; audit and compensation committee members meet heightened independence standards; independent directors meet in executive session at least quarterly .
- Attendance: In 2024, the Board met 6 times; none of the directors attended fewer than 75% of the aggregate of all Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Tenure and classification: Class I continuing director; term expires at the 2026 Annual Meeting .
- Committee chair rotation: Compensation Committee has chair and member rotation; the Board waived a rotation rule in Dec 2024 to support Ms. Connelly’s transition and preserve committee experience .
Fixed Compensation
| Metric | FY 2024 | Notes |
|---|---|---|
| Cash fees | $19,418 | Partial-year service in 2024 |
| Total cash retainer policy | $60,000 per year | Base for non-employee directors |
| Committee member fees (policy) | Comp: $10,000; Nominating & Gov: $8,000 per year | Paid quarterly |
| Committee chair fees (policy) | Audit: $25,000; Comp: $20,000; Nominating & Gov: $16,000; R&D: $20,000 per year | Paid quarterly |
| Board chair fee (policy) | $37,500 per year | Applies to chairwoman |
Performance Compensation
| Instrument | FY 2024 Grant Date Fair Value | Vesting | Structure |
|---|---|---|---|
| RSUs | $356,216 | Initial RSUs vest in 3 equal annual installments beginning on 1st anniversary of grant, subject to continued service | Time-based; no performance metrics disclosed for director RSUs |
| Stock Options | $355,341 | Initial options vest in 3 equal annual installments; exercise price equals closing price on grant date | Time-based; no performance metrics disclosed for director options |
| Annual equity policy (for context) | ~$475,000 total, 50/50 RSU & option | Vests in full at 1-year anniversary, subject to continued service | Target ~75th percentile for grant-date value; aggregate ~50th percentile due to board size |
No TSR, revenue/EBITDA, ESG or other performance metrics are tied to director equity awards per the proxy .
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| Macy’s Corporation | Director | No related-party transactions requiring disclosure; no compensation committee interlocks disclosed for 2024 |
| Lincoln Financial Group | Director | No related-party transactions requiring disclosure; no compensation committee interlocks disclosed for 2024 |
| Genmab A/B | Chairperson | No related-party transactions requiring disclosure; no compensation committee interlocks disclosed for 2024 |
Expertise & Qualifications
- Senior biopharma operator: led GSK North America Pharmaceuticals; previously led Lilly’s U.S. Pharmaceutical Operations .
- HR and organizational leadership: senior HR roles at Lilly, adding human capital expertise to compensation and governance oversight .
- Board leadership: Chairperson at Genmab A/B; broad public company board experience (Macy’s, Lincoln) .
- Education: BA Economics & Business Management (Lycoming College); Harvard AMP .
Equity Ownership
| Item | Status |
|---|---|
| Beneficial common shares (as of Apr 8, 2025) | Not listed; percent of class “*” indicating <1% |
| Options outstanding (as of Dec 31, 2024) | 6,442 |
| RSUs outstanding (as of Dec 31, 2024) | 2,842 |
| Hedging/Pledging policy | Hedging and monetization transactions prohibited; Insider Trading Policy governs trading; policies attached to 10-K |
| Stock ownership guidelines | Non-employee directors required to hold stock equal to 3x annual cash retainer within 5 years; all non-employee directors are in compliance |
Governance Assessment
- Board effectiveness: Connelly strengthens compensation and governance oversight with deep pharma/operator background; sits on two core committees (Compensation; Nominating & Corporate Governance), supporting board independence and ESG oversight .
- Independence & engagement: Independent under Nasdaq standards; independent directors meet at least quarterly in executive session; attendance at Board/committee meetings was ≥75% for all directors in 2024 .
- Pay structure and alignment: Director compensation uses mix of cash and time-based equity; initial awards vest over 3 years; annual equity vests at one year—no performance metrics disclosed for director awards, which is typical but reduces explicit pay-for-performance linkage for directors .
- Ownership alignment: Stock ownership guidelines (3x cash retainer within 5 years) and prohibition on hedging/pledging bolster alignment; as of April 8, 2025, Connelly is shown with <1% beneficial ownership and held options/RSUs as of year-end; guideline compliance is stated across all non-employee directors .
- Conflicts/related-party exposure: Company reports no related-party transactions requiring disclosure and no compensation committee interlocks in 2024; mitigates conflict risk .
- Committee governance: Compensation Committee chair/member rotation policy in place; the Board’s December 2024 waiver facilitated Connelly’s onboarding while preserving committee experience—a pragmatic governance choice that modestly tempers strict rotation but supports functional effectiveness .
RED FLAGS to monitor: limited disclosed beneficial common share ownership early in tenure (<1%) until guideline accumulation progresses; absence of performance-based conditions on director equity grants (time-based only). Counterweights include strict anti-hedging/pledging and published ownership guidelines .