Douglas Ingram
Sarepta TherapeuticsAbout Douglas Ingram
Douglas S. Ingram, 62, has been President and Chief Executive Officer of Sarepta Therapeutics (SRPT) and a member of the Board since June 2017. He holds a J.D. from the University of Arizona and a B.S. from Arizona State University, with prior senior leadership roles at Allergan and as CEO of Chase Pharmaceuticals . Under his tenure, net product revenues grew to $1.79B in 2024 versus $1.14B in 2023 and $0.84B in 2022, while TSR for a $100 initial investment stood at $94.23 in 2024, $74.73 in 2023, and $100.42 in 2022 . Ingram serves on SRPT’s Board as a Class I Director; the Chair is independent (separate from CEO), and all other directors are independent, which helps mitigate dual-role risks .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sarepta Therapeutics | President & CEO; Director | Since 2017 | Led commercialization and label expansion of Elevidys, revenue scale-up |
| Chase Pharmaceuticals | CEO, President, Director | Dec 2015–Nov 2016 | Led clinical-stage biopharma operations |
| Allergan, Inc. | President; President EMEA; EVP CAO & Secretary; General Counsel | 2001–2015 (various) | Led global functions and regional operations through Actavis acquisition |
| Actavis | Special Advisor to CEO | Post-Allergan acquisition | Supported integration and strategic transition |
External Roles
| Organization | Role | Years | Notes / Impact |
|---|---|---|---|
| Relay Therapeutics | Director; Compensation Committee member | Current | Exposure to oncology/precision medicine networks |
| Arrowhead Pharmaceuticals | Director | Current | SRPT licenses multiple programs from Arrowhead (global agreement) |
| Pacific Mutual Holding Co. | Director | Mar 2015–May 2018 | Insurance/financial services governance experience |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $740,025 | $799,797 | $846,902 |
| CEO Salary set year-end ($) | $740,025 | $814,028 | $854,729 |
| Target Bonus (% of Salary) | 90% (employment agreement baseline) | — | 100% |
| Actual Annual Bonus ($) | $865,829 | $842,519 | $1,111,148 |
| Other Compensation ($) | $18,022 | $19,022 | $20,036 |
Notes:
- CEO bonus funded at 130% of target, reflecting weighted corporate goal outcomes and negative discretion from 135% pool .
Performance Compensation
Annual Cash Incentives — 2024 Corporate Goals, Weights, Achievement, Payout
| Metric | Weight (Target) | Achievement | Payout Impact |
|---|---|---|---|
| Elevidys label expansion (ambulatory; plus non-ambulatory AA) | 40% | Achieved traditional approval ≥4 years ambulatory; achieved non-ambulatory AA | Contributes to 135% aggregate achievement |
| 2024 Revenue Goals (assumes full label expansion; $1.31B company revenue) | 30% | Greatly exceeded: Elevidys ≈$821M; PMO ≈$967M; total ≈$1.79B | Contributes to 135% aggregate achievement |
| External Opportunities (BD/licensing) | 10% | Signed Arrowhead global license & discovery partnership | Contributes to 135% aggregate achievement |
| Advance Pipeline (SRP-5051, SRP-9003, trials/manufacturing) | 10% | Discontinued SRP-5051; completed SRP-9003 enrollment; continued key studies and manufacturing | Contributes to 135% aggregate achievement |
| Enablers (budget, culture, policy advocacy) | 10% | Within budget; culture initiatives; newborn screening expansion; low voluntary turnover | Contributes to 135% aggregate achievement |
| Board/Committee Decision | — | Total computed 135%; payout set to 130% via negative discretion | CEO bonus at 130% |
Long-Term Incentives
- CEO received no new equity awards in 2024; LTIs for other NEOs allocated ~50% to PSUs with financial and operational milestones (net revenue, positive cash flow, LGMD approval), with time-based vesting to March 1, 2026 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (shares; % outstanding) | 2,590,417 shares; 2.6% of 98,256,898 shares |
| Options Exercisable within 60 days | 2,200,110 shares (1-year holding period upon exercise) |
| Performance Option — unearned | 1,099,890 unearned option shares; strike $34.65; expiration 6/26/2027 |
| 2024 Grants | None (CEO) |
| Stock Ownership Guidelines | CEO must hold ≥3x base salary; all named execs/directors in compliance |
| Hedging & Pledging | Prohibited by SRPT policy |
Vesting / Overhang signals:
- Performance Option vesting extended via 2022 Letter Agreement through June 26, 2025, subject to market/CAGR stock price targets; post-vesting exercises face a 1-year hold, dampening immediate selling pressure but creating potential overhang as tranches vest or approach expiry .
Employment Terms
| Provision | Non-CIC Termination | CIC Double-Trigger Termination |
|---|---|---|
| Cash Severance | 18 months base salary paid over 18 months; plus 1x target bonus over 18 months; pro-rated annual bonus (performance-based) | Lump sum 24 months base salary; 200% of target bonus |
| Equity Treatment | Performance Option continues eligible to vest for 1 year, but not beyond 6/26/2025 (Performance Option Termination Treatment) | Accelerated vesting of 100% of unvested equity except Performance Option; special CIC treatment for Performance Option based on CAGR and CIC price thresholds (see below) |
| Benefits | COBRA at active rates for 18 months; outplacement ≤$20,000 | COBRA up to 18 months |
| Total Quantified (2024 table) | $97,815,886 total; includes $2,136,824 cash, $95,624,437 equity acceleration; COBRA $34,625; outplacement $20,000 | $51,251,416 total; includes $3,418,918 cash, $47,797,873 equity acceleration; COBRA $34,625 |
| Non-Compete / Non-Solicit | 18 months post-termination for both |
Performance Option (CIC treatment) highlights:
- If terminated within 90 days before or 24 months after CIC, unvested Performance Option can vest to the extent Company CIC CAGR meets stock price targets for June 26, 2025; however, no vesting if CIC price within 18 months from April 19, 2022 is below $130; alternative vesting to next applicable column applies based on CIC CAGR vs NBI CAGR .
Clawbacks and Policies:
- Dodd-Frank-compliant clawback policy; separate discretionary clawback for awards exceeding shareholder-approved limits; prohibition on hedging/pledging; stock ownership guidelines; no tax gross-ups for relocation/temporary housing (policy adopted 2016) .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR ($100 initial investment) | $132.12 | $69.78 | $100.42 | $74.73 | $94.23 |
| Net Product Revenues ($000) | $455,865 | $612,401 | $843,769 | $1,144,876 | $1,787,960 |
| Net Income (Loss) ($000) | $(554,128) | $(418,780) | $(703,488) | $(535,977) | $235,239 |
2024 highlights under Ingram:
- Elevidys label expansion (ambulatory traditional approval; non-ambulatory accelerated approval), publication of EMBARK data; exceeded revenue guidance, Elevidys ~$821M, PMO ~$967M; Arrowhead global licensing and discovery partnership .
Board Governance
- Board leadership: CEO and Non-Executive Chair are separate; Chairwoman M. Kathleen Behrens, Ph.D.; no Lead Independent Director given Chair’s role .
- Independence: Board determined all directors except Ingram are independent; committees comprise only independent directors; executive sessions held at least quarterly .
- Board service history: Ingram is Class I Director since 2017; current age 62; Class I term expires at the 2026 annual meeting .
- Committees: Compensation (Chair Barry; members Boor, Connelly, Nicaise), Audit (Chair Behrens; members Barry, Mayo), Nominating & Governance (Chair Barry; members Boor, Connelly, Wigzell), R&D (Chair Wigzell; members Behrens, Mayo, Nicaise) .
- Director compensation (policy applies to non-employee directors): base retainer $60,000; Chair $37,500; committee chair/member fees; annual cap $1,000,000 for cash+equity ($1,500,000 first year), reviewed with Aon .
Dual-role implications:
- Separation of Chair and CEO addresses typical independence concerns; Ingram is not on Board committees and independence standards are maintained at committee level .
Director Compensation (non-employee policy overview)
- Annual cash retainer $60,000; Chair of Board $37,500; committee chair/member fees (Audit chair $25,000; Comp chair $20,000; N&G chair $16,000; R&D chair $20,000; members: Audit $12,500; Comp $10,000; N&G $8,000; R&D $10,000). Equity grants and cash capped at $1,000,000 annually per non-employee director; $1,500,000 in initial fiscal year .
Compensation Structure Analysis
- Cash vs equity mix: CEO’s 2024 pay is primarily salary and annual bonus; no equity grant in 2024; large performance option modified in 2022 drives equity-based realized/“comp actually paid” swings .
- Shift toward PSUs for NEOs: PSUs ~50% of LTI value in 2024 for NEOs (excluding CEO), aligning with financial and approval milestones and retention via time-based vesting .
- Discretionary actions: Board used negative discretion to reduce bonus pool payout from computed 135% to 130% .
- Repricing/modification: 2022 letter agreement extended CEO performance option vesting window and altered CIC treatment; shareholders criticized 2023 say-on-pay (27.8%); Board committed to no further modifications absent extraordinary circumstances and extensive shareholder outreach .
Say-on-Pay & Shareholder Feedback
| Year | Approval (%) | Context |
|---|---|---|
| 2022 | ~93.27% | Strong support post-introduction of PSUs for NEOs |
| 2023 | 27.8% | Concern over CEO performance option modification and acceleration |
| 2024 | ~87% | Enhanced engagement; increased focus on at-risk PSU awards |
Board engagement and changes: Aon engaged; increased PSU weighting; governance practice enhancements; continued stockholder dialogue .
Equity Ownership & Alignment Details
| Category | Shares / Terms | Notes |
|---|---|---|
| Beneficial ownership (CEO) | 2,590,417 shares; 2.6% | Includes 2,200,110 options exercisable within 60 days; 1-year holding upon exercise |
| Unvested/equity incentive options | 1,099,890 unearned (Performance Option) @ $34.65; exp 6/26/2027 | Market/CAGR-based vesting through 6/26/2025 |
| Ownership guidelines | CEO ≥3x salary; compliant | All named execs and directors in compliance |
| Hedging/pledging | Prohibited | Insider Trading Policy and governance practices |
Employment Contracts, Severance & Change-of-Control Economics
| Element | Key Terms |
|---|---|
| Agreement term | Initial 3-year term from 6/26/2017; auto-renews annually unless 60-day non-renewal notice |
| Non-compete / Non-solicit | 18 months post-termination |
| Termination (non-CIC) | 18 months base + 1x target bonus over 18 months; pro-rated annual bonus; COBRA 18 months; outplacement ≤$20,000; Performance Option Termination Treatment (continues vesting up to 1 year; not beyond 6/26/2025) |
| CIC double-trigger | 24 months base; 200% target bonus; COBRA up to 18 months; full acceleration of unvested equity except Performance Option; special CIC treatment based on CAGR and CIC price thresholds |
| Quantified totals | Non-CIC: $97.8M (equity $95.6M; cash $2.14M; COBRA $34,625; outplacement $20k); CIC: $51.25M (equity $47.80M; cash $3.42M; COBRA $34,625) |
| Clawbacks | Dodd-Frank and discretionary clawback policies |
Compensation Committee Analysis
- Committee composition: Richard Barry (Chair), Kathryn J. Boor, Ph.D., Deirdre Connelly, Claude Nicaise, M.D.; charter includes chair term limit and rotation policies; 2024 rotation exception granted to accommodate new member transition .
- Independent consultant: Aon engaged; peer group set; market-based framework; committee determined Aon independence .
- 2024 peer group: ACADIA, Alkermes, Alnylam, BioMarin, Blueprint Medicines, Exelixis, Halozyme, Incyte, Ionis, Jazz, Neurocrine, PTC Therapeutics, Repligen, Sage, Ultragenyx, United Therapeutics .
Related Party Transactions & Red Flags
- Related party transactions: None requiring disclosure since last fiscal year .
- Hedging/pledging: Prohibited; ownership guidelines enforced; strong governance practices .
- Tax gross-ups: Policy prohibits relocation/temporary housing gross-ups for executive officers; example commuting gross-up disclosed for CFO (not CEO) .
- Option repricing: 2018 Plan prohibits re-pricing/exchange of options/SARs without shareholder approval ; 2022 modification of CEO performance option drew shareholder scrutiny; Board pledged no further modifications absent extraordinary circumstances .
- Say-on-pay volatility: 2023 low support (27.8%) improved to ~87% in 2024 after engagement and program changes .
Investment Implications
- Pay-for-performance alignment: CEO bonus at 130% reflects strong operational execution (Elevidys approvals, revenue outperformance); governance mechanisms (independent chair, independent committees, clawbacks, anti-hedging/pledging) support shareholder alignment .
- Retention risk vs selling pressure: Large Performance Option tranches with vesting window ending 6/26/2025 and 1-year holding post-exercise create both retention incentives and potential future overhang as vesting milestones are met or expire; however, policy-imposed holding periods moderate immediate liquidity risks .
- Governance trajectory: Board responded to 2023 say-on-pay concerns with enhanced at-risk PSU mix, engagement, and commitment to avoid further ad hoc equity modifications; 2024 approval rebound (~87%) signals improved investor confidence .
- Performance momentum: 2024 revenue and profitability inflection (net income positive) under Ingram bolster credibility of incentive frameworks tied to financial and approval milestones .