M. Kathleen Behrens
Sarepta TherapeuticsAbout M. Kathleen Behrens, Ph.D.
M. Kathleen Behrens, Ph.D., age 72, has served on Sarepta’s Board since March 2009 and as Chairwoman since April 2015, with current service as a Class II director up for election to a term ending at the 2027 annual meeting . She holds a B.S. in Biology and a Ph.D. in Microbiology from UC Davis and is recognized by the Board as an “audit committee financial expert,” reflecting deep finance and biotech expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| President’s Council of Advisors on Science and Technology (PCAST) | Member; Chair, Subcommittee on Personalized Medicine | 2001–early 2009 | Led personalized medicine policy work |
| Robertson Stephens & Co. | General Partner; Managing Director | 1983–1996 | Founding/investing in biotech; instrumental in founding Protein Design Labs and COR Therapeutics |
| RS Investments | Managing Director; Consultant | MD 1996–2002; Consultant 2003–Dec 2009 | Venture investing in healthcare/technology |
| National Research Council, Board on Science, Technology and Economic Policy | Director | 1997–2005 | Strategic oversight in science/tech policy |
| National Venture Capital Association | Director; President; Chairwoman | 1993–2000 | Industry leadership in venture capital |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IGM Biosciences, Inc. (public) | Director; Audit Committee Chair; Member, Compensation & Nominating/Corporate Governance | Since Jan 2019 | Financial oversight; governance and pay oversight |
| MiMedx Group Inc. (public) | Chairperson; Member, Audit & Nominating/Corporate Governance | Since May 2019 | Board leadership; financial and governance oversight |
Board Governance
- Current roles: Chairwoman of the Board; Chairwoman, Audit Committee; Member, Research & Development Committee .
- Committee compositions (as of Apr 24, 2025): Audit (Behrens – Chair; Barry; Mayo), Compensation (Barry – Chair; Boor; Connelly; Nicaise), Nominating & Corporate Governance (Barry – Chair; Boor; Connelly; Wigzell), Research & Development (Wigzell – Chair; Behrens; Chambers; Mayo; Nicaise) .
- Independence: The Board determined all directors except the CEO are independent; audit and compensation committees meet heightened independence standards; independent directors meet in executive session at least quarterly .
- Attendance and engagement: In 2024, Board met 6 times (plus 5 written consents); Audit 5 (plus 1 consent); Compensation 5 (plus 13 consents); Nominating 5; R&D 2; no director attended fewer than 75% of aggregate meetings; all directors attended the 2024 annual meeting .
- Classification/term: Class II nominee for election at 2025 annual meeting; if elected, term through 2027 .
Fixed Compensation
- Policy framework: Cash retainer $60,000 per year; additional $37,500 per year for Chair of the Board; Audit Chair $25,000; Compensation Chair $20,000; Nominating & Corporate Governance Chair $16,000; R&D Chair $20,000; Committee member fees: Audit $12,500; Compensation $10,000; Nominating $8,000; R&D $10,000; fees paid quarterly; increases to certain board and committee cash compensation approved in Feb 2024 .
- Peer positioning: Average director cash comp between 50th–75th percentile; aggregate cash positioned at peer 50th percentile due to board size .
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash | $130,646 |
| Total Cash (Retainers + Chair/Committee fees) | $130,646 |
Performance Compensation
- Structure: Annual equity grant target ~$475,000, equally split between options and RSUs; vests in full on one-year anniversary, subject to continued service . Initial director grants (for first-time directors) ~$712,500, equally split, vest in three equal annual installments; options are granted at closing market price on grant date .
- Performance metrics: No director-specific performance metrics disclosed for equity awards; grants are time-based; ownership guidelines and clawback policies support alignment and risk mitigation .
| Component | Grant Date Fair Value | Vesting | Terms |
|---|---|---|---|
| Stock Awards (RSUs) | $237,525 (2024) | One-year cliff vest | Annual grant; time-based |
| Option Awards | $248,782 (2024) | One-year cliff vest | Exercise price at grant date closing; annual grant |
| Performance Metrics | N/A | N/A | No director performance metrics disclosed |
Other Directorships & Interlocks
| Organization | Relationship to SRPT | Potential Interlock/Conflict |
|---|---|---|
| IGM Biosciences, Inc. | External public directorship | None disclosed with Sarepta; no related-party transactions reported by SRPT |
| MiMedx Group Inc. | External public directorship | None disclosed with Sarepta; no related-party transactions reported by SRPT |
The proxy states Sarepta is not aware of related-party transactions since the beginning of the last fiscal year requiring disclosure, and conflicts require audit committee authorization per Code of Conduct .
Expertise & Qualifications
- Biotech and financial expertise: Former biotech securities analyst and venture capitalist; instrumental in founding Protein Design Labs and COR Therapeutics .
- Audit/finance: Board-designated audit committee financial expert; audit chair experience at SRPT and IGM .
- Policy and governance: PCAST member and subcommittee chair; leadership in National Venture Capital Association; governance roles at MiMedx and IGM .
- Academic credentials: B.S. Biology and Ph.D. Microbiology, UC Davis .
Equity Ownership
| Metric | Value |
|---|---|
| Shares Beneficially Owned | 253,192 |
| Percent of Shares Outstanding | <1% (“*” denotes one percent or less) |
| Options Exercisable within 60 days | 52,099 |
| RSUs/Options Outstanding (as of 12/31/2024) | 1,846 RSUs; 3,679 options (typical for non-employee directors in 2024 cohort) |
| Shares Outstanding (as of 4/8/2025) | 98,256,898 |
| Hedging/Pledging | Prohibited by policy |
| Stock Ownership Guidelines | Directors: 3x annual cash retainer; 5 years to attain; options and unvested RSUs excluded from ownership; all directors in compliance |
Governance Assessment
- Board effectiveness: Behrens brings balanced biotech, finance, and public policy credentials; chairs the Board and Audit Committee and is designated a financial expert, supporting strong oversight of reporting, risk (including cybersecurity/climate), and controls .
- Independence and engagement: Independent under Nasdaq rules; committees solely composed of independent directors; regular executive sessions; robust 2024 meeting cadence with ≥75% attendance for all directors; annual meeting attendance policy followed .
- Compensation alignment: Mix of cash retainers and time-based equity; annual equity grants and ownership guidelines (3x cash retainer) enhance alignment; hedging/pledging prohibited; clawback mechanisms updated to Dodd-Frank and discretionary policy for plan-limit excess awards .
- Conflicts/related-party risk: No related-party transactions disclosed; external board roles noted with committee responsibilities; ongoing monitoring warranted but no conflicts reported .
RED FLAGS
- None disclosed in proxy related to attendance, hedging/pledging, or related-party transactions; compensation structures for directors are time-based without repricing indicators; committee independence affirmed .