Kathryn Boor
Sarepta TherapeuticsAbout Kathryn J. Boor
Kathryn J. Boor, Ph.D., age 66, is an independent Class I director at Sarepta Therapeutics, serving since June 2022; her current term runs to the 2026 annual meeting . She is Dean of Cornell University Graduate School and Vice Provost for Graduate Education (since Oct 2020), and formerly served as the Ronald P. Lynch Dean of Cornell’s College of Agriculture and Life Sciences (2010–2020); she holds a B.S. in Food Science (Cornell), M.S. in Food Science (University of Wisconsin–Madison), and Ph.D. in Microbiology (UC Davis) . The Board has determined she is independent under Nasdaq rules, and independent directors meet in executive session at least quarterly .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cornell University Graduate School | Dean; Vice Provost for Graduate Education | Oct 2020–Present | Academic leadership, graduate governance |
| Cornell College of Agriculture & Life Sciences (CALS) | Ronald P. Lynch Dean | Jul 2010–Sep 2020 | Led CALS strategy and operations |
| Cornell Food Science Department | Chair; Assistant Professor | Chair 2007–2010; faculty since 1994 | Departmental leadership; academic contributions |
| Foundation for Food and Agriculture Research (FFAR) | Board member; Vice President; Chair of Scientific Review Committee | 2014–2022 | Scientific review leadership |
| International Life Sciences Institute (ILSI) | Trustee | 2013–2020 | Governance participation |
| U.S.–Israel BARD Fund | Board member | 2019–2023 | Agricultural research funding oversight |
External Roles
| Company/Institution | Role | Committees |
|---|---|---|
| Seneca Foods Corporation (public) | Director (since Jan 2019) | Compensation Committee member; Chair, Nominating & Corporate Governance Committee |
| International Flavors & Fragrances (IFF) (public) | Director (since Jan 2021) | Chair, Innovation & Sustainability Committee; Member, Nomination & Governance Committee |
Board Governance
| Governance Attribute | Detail |
|---|---|
| SRPT Committees | Compensation Committee member; Nominating & Corporate Governance Committee member |
| Committee chairs | Current SRPT compensation chair: Richard J. Barry; nominating & governance chair: Richard J. Barry |
| Independence | Independent director per Nasdaq Rule 5605; all standing committees comprised solely of independent directors |
| Attendance | In 2024, Board met 6 times; committees met 5/5/5/2 times (audit/comp/nom-gov/R&D). No director attended fewer than 75% of meetings of Board and committees served |
| Term & classification | Class I director; term expires at 2026 annual meeting |
| Board leadership | Non-executive Chairwoman of the Board (Dr. Behrens); CEO and Chair roles separated |
Fixed Compensation
| Component | SRPT Director Policy (2024 update) | Notes |
|---|---|---|
| Annual cash retainer (Board) | $60,000 per year | Paid quarterly in advance |
| Chair of Board | +$37,500 per year | Not applicable to Boor |
| Committee chair fees | Audit $25,000; Compensation $20,000; Nominating & Governance $16,000; R&D $20,000 per year | Boor is not a chair |
| Committee member fees | Audit $12,500; Compensation $10,000; Nominating & Governance $8,000; R&D $10,000 per year | Boor serves on Compensation and Nominating & Governance |
| Annual cash actually paid (2024) | $76,578 to Boor | Amount reflects committee mix and policy changes in Feb 2024 |
Performance Compensation
| Equity Component (Annual) | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|
| RSUs (2024 annual grant) | $237,525 | 100% at 1-year anniversary, service-based | Director policy targets ~$475k split evenly between RSUs and options |
| Stock Options (2024 annual grant) | $248,782 | 100% at 1-year anniversary, service-based | Exercise price at Nasdaq closing on grant date |
| Initial director equity (at first appointment) | ~$712,500 total (50% RSUs, 50% options) | Vests in 3 equal annual installments | Policy-level disclosure; actual grants follow policy |
| Change-in-control treatment (plan-level) | If awards not assumed/substituted, options/SARs fully vest; RSUs/performance awards’ restrictions lapse; PSUs deemed achieved at 100% of target | Applies to awards under 2018 Plan | |
| Clawback applicability | Equity awards subject to Company clawback policy and recoupment provisions |
| Performance Metrics Tied to Director Equity | Status |
|---|---|
| Performance-based metrics (e.g., TSR, revenue growth) for director awards | Not disclosed/applicable; director annual grants are time-based RSUs/options per policy |
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Compensation committee interlocks | None; in 2024, Boor served on SRPT compensation committee; no relationships requiring Item 404 disclosure; no reciprocal board/comp-committee overlaps with SRPT executives |
| Related party transactions | None reported since beginning of last fiscal year |
| Cross-board interlocks | Not disclosed between SRPT directors and Seneca/IFF; Boor’s external roles are independent |
Expertise & Qualifications
- Board skill matrix indicates Boor brings leadership experience, industry knowledge, accounting/audit experience, public policy/regulatory experience, academic/technical background, and public company board experience .
- Nominating & governance committee cites Boor’s significant biosciences and extensive academic leadership experience as qualifications for SRPT’s Board .
Equity Ownership
| Ownership Snapshot (as of Apr 8, 2025) | Amount |
|---|---|
| Total beneficial ownership (shares) | 22,781; includes 16,901 options exercisable within 60 days |
| Percent of shares outstanding | <1% (indicated by “*”) |
| Shares outstanding (record date) | 98,256,898 |
| Outstanding director awards (as of Dec 31, 2024) | 3,679 options; 1,846 RSUs (typical for non-employee directors; Connelly exception due to Sep 2024 appointment) |
| Hedging/pledging policy | Prohibited for directors, officers, employees |
| Ownership guidelines | Non-employee directors must own stock equal to 3x annual cash retainer; compliance reported for all non-employee directors and named executive officers |
Governance Assessment
- Positive signals: Independent status; dual committee memberships (Compensation; Nominating & Governance); strong attendance; compliance with stock ownership guidelines; robust clawback policy; prohibition on hedging/pledging; no related party transactions reported .
- Incentive alignment: Annual equity mix favors options and RSUs with clear vesting schedules; director equity plus cash capped at $1.0 million per year (initial year $1.5 million cap) to mitigate pay inflation risk .
- Potential watch items: Multiple external public boards (IFF, Seneca) may create time-commitment risk; monitor meeting attendance and engagement—no attendance concerns disclosed for 2024 . Change-in-control provisions allow full vesting if awards are not assumed/substituted, which can be investor-sensitive; however, this is standard for plan-level treatment and subject to Board/administrator discretion .