Michael Chambers
Sarepta TherapeuticsAbout Michael Chambers
Michael Chambers, age 50, is an independent Class I director of Sarepta Therapeutics, serving since June 2022 and currently sits on the Research & Development Committee; the Board has determined all directors other than the CEO are independent under Nasdaq rules . Chambers co‑founded Aldevron in 1998 and served as President/CEO until August 2020 and Executive Chairman until August 2021 when Aldevron was acquired by Danaher; he holds a B.S. in Biotechnology, Microbiology and Chemistry from North Dakota State University . He also serves on the boards of Calviri Inc. (since August 2020) and Agathos Biologics (since 2020) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aldevron | Co‑founder; President & CEO; Executive Chairman | 1998–Aug 2020 (CEO); Aug 2020–Aug 2021 (Executive Chairman) | Company acquired by Danaher in Aug 2021 |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| Sarepta Therapeutics (SRPT) | Independent Director (Class I) | Since 2022 | Public | Member, Research & Development Committee |
| Calviri Inc. | Director | Since Aug 2020 | Private | Oncology diagnostics and preventative cancer vaccines |
| Agathos Biologics | Director | Since 2020 | Private | Biologics company |
Board Governance
| Item | Detail |
|---|---|
| Board structure | Classified board (Class I and Class II); Chambers is Class I, term through 2026 . |
| Independence | Board determined all directors other than CEO are independent; independent directors meet in executive session at least quarterly . |
| Committee assignments | Chambers: Research & Development Committee member; no chair roles . |
| Meeting cadence (2024) | Board met 6 times; Audit 5; Compensation 5; Nominating/Governance 5; R&D 2 . |
| Attendance | “None of our directors attended fewer than 75%” of Board and committee meetings in 2024; all directors attended the 2024 annual meeting . |
| Hedging/Pledging | Insider Trading Policy prohibits hedging; insider trading policy appended to 2024 Form 10‑K; policy text summarized in proxy . |
Fixed Compensation
| Component | Policy/Structure | Michael Chambers (2023) | Michael Chambers (2024) |
|---|---|---|---|
| Annual cash retainer | $50,000 per non‑employee director, paid quarterly at the beginning of each quarter . | — | — |
| Committee membership fees | R&D Committee member: $6,500 per year; Audit $12,500; Compensation $10,000; Nominating/Gov $6,500; chairs receive additional fees (Audit $25k; Comp $20k; Nominating $13k; R&D $13k) . | — | — |
| Cash fees actually paid | — | $56,500 (aggregate cash) | $68,331 (aggregate cash) |
Notes: Cash fees are paid quarterly at the beginning of each quarter; amounts may reflect committee assignments and proration timing .
Performance Compensation
| Equity Type | Grant Design | Vesting | 2023 – Chambers | 2024 – Chambers |
|---|---|---|---|---|
| Annual Director RSU | Target annual equity ~$475,000 split equally RSU/Option; grant date fair value based on Nasdaq closing price . | Annual RSU vests in full on the 1‑year anniversary (if service continues) . | RSU FV: $237,573 | RSU FV: $237,525 |
| Annual Director Option | Target annual equity ~$475,000 split equally RSU/Option; exercise price at grant date closing price . | Annual option vests in full on the 1‑year anniversary (if service continues) . | Option FV: $239,921 | Option FV: $248,782 |
| Outstanding as of 12/31/2024 | For each non‑employee director (excluding Ms. Connelly): options and RSUs outstanding . | — | Options: 3,679; RSUs: 1,846 | Options: 3,679; RSUs: 1,846 |
Initial director equity (upon first joining the Board) is approximately $712,500 split equally between RSUs and options, vesting in three equal annual installments; not applicable to 2023–2024 annual awards but relevant for structural context .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| Calviri Inc. | Director | Not disclosed in SRPT proxy | No related‑party transactions disclosed with SRPT . |
| Agathos Biologics | Director | Not disclosed in SRPT proxy | No related‑party transactions disclosed with SRPT . |
The proxy states: “We are not aware of any related party transactions since the beginning of our last fiscal year that would require disclosure.”
Expertise & Qualifications
- Education: B.S. in Biotechnology, Microbiology and Chemistry, North Dakota State University .
- Operating expertise: Co‑founder and long‑tenured CEO/Executive Chairman of Aldevron; acquisition by Danaher in Aug 2021 .
- Board skills matrix indicates Chambers brings leadership, industry knowledge, and sales/marketing experience, with public company board experience .
Equity Ownership
| Date | Beneficial Ownership (Shares) | % of Class | Options Exercisable Within 60 Days | Notes |
|---|---|---|---|---|
| April 8, 2024 | 262,236 | “*” (less than 1%) | 10,445 | Shares outstanding at 3/31/2024: 94,490,157 . |
| April 8, 2025 | 309,212 | “*” (less than 1%) | 16,901 | Shares outstanding at 4/8/2025: 98,256,898 . |
Policy notes:
- Hedging of company stock is prohibited by policy .
- Stock ownership guidelines: non‑employee directors generally must own stock equal to 3x annual cash retainer within five years of becoming subject to the guidelines (ownership excludes unexercised options and unvested RSUs/PSUs) .
Governance Assessment
-
Strengths
- Independence and committee structure: Chambers is independent; all four standing committees are composed solely of independent directors .
- Engagement and attendance: Board and committees met regularly in 2024; no director fell below 75% attendance; all directors attended the 2024 annual meeting .
- No related‑party transactions: Company reports none requiring disclosure since the beginning of the last fiscal year .
- Risk oversight: Defined delegation across committees, including R&D oversight to Chambers’s committee .
-
Compensation alignment and signal
- Director equity compensation positioned with target grant at ~75th percentile (per policy rationale), split equally RSUs/options, vesting over one year (encourages alignment while not performance‑based); Chambers received ~$486k grant‑date fair value in 2024 and ~$477k in 2023, consistent with policy .
-
Shareholder feedback context
- 2023 say‑on‑pay support was 27.8%; Board conducted outreach and committed to no further modifications or discretionary accelerations of the CEO’s performance awards absent extraordinary circumstances and extensive advance shareholder outreach, and to increasing PSU weighting for executives (contextual governance responsiveness) .
-
Red flags and watch items
- Equity‑heavy director pay (annual grant target ~$475k) may be viewed as relatively high versus some peers, though Board cites workload and meeting frequency to justify level .
- No explicit disclosure of pledging policy in proxy; hedging is prohibited; no pledging activity disclosed in ownership footnotes .
Overall, Chambers appears to enhance board effectiveness through deep biotech operating and CDMO experience (Aldevron), contributes on R&D oversight, is independent with solid attendance, has meaningful but sub‑1% SRPT ownership, and presents no disclosed conflicts or related‑party exposure .