Hans Wigzell
Sarepta TherapeuticsAbout Hans Wigzell
Independent director since June 2010; age 86; M.D., Ph.D. from Karolinska Institute; former President of Karolinska Institute (1995–2003) and General Director of Sweden’s National Bacteriological Laboratory (1987–1993). Chairs Sarepta’s Research & Development Committee and serves on the Nominating & Corporate Governance Committee; the Board has determined he is independent (all directors except the CEO) and independent directors meet in executive session at least quarterly .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Karolinska Institute | President | 1995–2003 | Led the medical university; chaired Nobel Assembly in 2000 . |
| National Bacteriological Laboratory (Stockholm) | General Director | 1987–1993 | National leadership in bacteriology . |
| Karolinska Development AB | Director; Chairman | Director 2006–2020; Chairman 2017–2020 | Life science commercialization; listed on Nasdaq OMX Stockholm . |
| Probi AB; Swedish Orphan Biovitrum AB; Valneva SE | Director (past 5 years as of earlier proxy) | Various (prior service) | Public company board experience in biotech . |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| RaySearch Laboratories AB | Chairman of the Board | 2022 | Medical technology; also director; confirmation of current chair . |
| Rhenman & Partners Asset Management AB | Chairman of the Board | N/A (current) | Investment management firm . |
| Stockholm School of Entrepreneurship | Chairman of the Board | N/A (current) | Academic entrepreneurship . |
Board Governance
- Committee assignments: Chair, Research & Development Committee; Member, Nominating & Corporate Governance Committee .
- Attendance: In 2024, the Board met 6 times; audit 5; compensation 5; nom/gov 5; R&D 2; none of the directors attended fewer than 75% of aggregate meetings; all directors attended the 2024 annual meeting .
- Board leadership: Non-executive Chairwoman (Dr. Behrens); no separate Lead Independent Director; Board believes this structure provides independent oversight .
- Independence: Board determined all directors except the CEO are independent; audit and compensation committees meet heightened independence standards .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Board) | $60,000 | Paid quarterly . |
| Chair fees | R&D Chair: $20,000; Audit Chair: $25,000; Comp Chair: $20,000; Nominating Chair: $16,000 | Applicable to respective chairs . |
| Committee member fees | Audit: $12,500; Compensation: $10,000; Nominating: $8,000; R&D: $10,000 | Per committee, non-chair . |
| Hans Wigzell – Cash earned (2024) | $85,713 | Reflects role as R&D Chair and committee membership . |
Performance Compensation
| Equity Program | Grant Value / Shares | Vesting | Notes |
|---|---|---|---|
| Annual equity grant | Target grant-date fair value ≈ $475,000 split equally between RSUs and options | RSUs and options vest in full at 1-year anniversary of grant . | |
| Initial equity grant for new directors | ≈ $712,500 split equally between RSUs and options | Vests in three equal annual installments beginning 1-year post grant . | |
| Hans Wigzell – 2024 equity values | Stock awards: $237,525; Option awards: $248,782 | Per director compensation table (grant-date fair values) . | |
| Outstanding (as of 12/31/2024) | Options: 3,679; RSUs: 1,846 | Typical for non-employee directors at year-end 2024 . |
Performance metrics: None disclosed for director equity; director awards are time-based (no PSUs) .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| RaySearch Laboratories AB | Public | Chairman | Medical technology; no Sarepta related-party transactions disclosed . |
| Rhenman & Partners AM AB | Private | Chairman | Asset management; Company discloses no related-party transactions . |
| Karolinska Development AB | Public | Former Director/Chair | Prior role; no current related-party transactions . |
No related-party transactions involving directors or officers were disclosed for the last fiscal year .
Expertise & Qualifications
- Academic/technical background; elected member of multiple national academies (Swedish Royal Engineering Academy; Royal Academy of Science; Danish Academy of Arts and Letters; American Academy of Arts & Sciences; Finnish Science Society; EMBO) .
- Extensive leadership in scientific institutions and international biotech; Board’s skills matrix marks leadership, industry knowledge, public policy/regulation, academic/technical, and public company board experience for Dr. Wigzell .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Hans Wigzell, M.D., Ph.D. | 64,439 | <1% | Includes 41,599 shares subject to options exercisable within 60 days (footnote) . |
| Shares outstanding (Record Date) | 98,256,898 | — | As of April 8, 2025 . |
Stock ownership alignment:
- Stock ownership guidelines: Directors must own stock equal to 3× annual cash retainer; all directors are in compliance; ownership excludes unexercised options and unvested RSUs/PSUs .
- Hedging/pledging prohibited under Insider Trading Policy; Board highlights prohibition on hedging or pledging of Company stock .
Insider Trades (Form 4) – Selected Transactions
| Filing Date | Transaction Date | Type | Securities Transacted | Price | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2025-03-11 | 2025-03-10 | Award (Common) | 2,383 | $0.00 | 25,223 | |
| 2025-03-11 | 2025-03-10 | Award (Options) | 4,792 | $99.69 | 4,792 | |
| 2024-12-16 | 2024-12-12 | Exercise (Option) | 10,500 | $13.71 | 33,340 | |
| 2024-12-16 | 2024-12-12 | Sale (Common) | 10,500 | $124.84 | 22,840 | |
| 2024-03-11 | 2024-03-08 | Exercise (Option) | 15,000 | $13.90 | 37,840 | |
| 2024-03-11 | 2024-03-08 | Sale (Common) | 11,745 | $123.10 | 22,940 | |
| 2024-03-05 | 2024-03-01 | Award (Common) | 1,846 | $0.00 | 22,840 | |
| 2023-08-08 | 2023-08-04 | Exercise (Option) | 15,000 | $29.03 | 35,994 | |
| 2023-08-08 | 2023-08-04 | Sale (Common) | 15,000 | $106.72 | 20,994 |
Source: Insider-trades skill (Form 4); more current than proxy statements.
Governance Assessment
- Strengths: Long-tenured independent director with deep scientific leadership; chairs R&D Committee that advises on pipeline prioritization, budget alignment, and clinical initiation; strong attendance and independent Board structure; robust stock ownership guidelines and anti-hedging policy enhance alignment .
- Compensation alignment: Director pay mixes cash retainers/committee fees with time-based RSUs/options; annual equity target around market 75th percentile grant value but overall equity at ~50th percentile due to board size; 2024 total compensation for Dr. Wigzell was $572,020 (cash $85,713; equity fair values $486,307) .
- Red flags/risks: Regular option exercises and sales are typical for directors but may be perceived negatively by some investors; no related-party transactions disclosed; multiple external chair roles (RaySearch; Rhenman) could pose time-allocation considerations, though no conflicts disclosed by the Company .
Director Program References
- Compensation committee rotation policy (chair term limit 5 years; member rotation every 3 years; waiver in Dec 2024 to facilitate onboarding) .
- Say-on-pay (executive) approval ≈ 87% in 2024; Board engagement on compensation practices is ongoing .
- Equity plan admin and award features (2018 Plan): time-based vesting; performance criteria primarily for employee awards; change-in-control treatment spelled out; clawback policies updated to Dodd-Frank and discretionary recoupment for plan limit excess (includes non-employee directors for discretionary policy) .
Appendix: Committee Composition (April 24, 2025)
| Committee | Members | Chair |
|---|---|---|
| Audit | Behrens; Barry; Mayo | Behrens . |
| Compensation | Barry; Boor; Connelly; Nicaise | Barry . |
| Nominating & Corporate Governance | Barry; Boor; Connelly; Wigzell | Barry . |
| Research & Development | Wigzell; Behrens; Chambers; Mayo; Nicaise | Wigzell . |