Richard Barry

About Richard J. Barry

Richard J. Barry, 66, is an independent Class II director of Sarepta Therapeutics (SRPT) who has served on the Board since 2015. He chairs the Compensation Committee and the Nominating & Corporate Governance Committee and is also a member of the Audit Committee, where he is designated an “audit committee financial expert.” Barry is a longtime SRPT stockholder with deep investment management experience and currently serves as CEO and director of Cassava Sciences, Inc. (appointed CEO in Sept 2024; director since 2021). He holds a B.A. from Pennsylvania State University .

Past Roles

External Roles

Board Governance

• Independence: The Board determined all current directors other than the CEO are independent under Nasdaq rules; independent directors meet in executive session at least quarterly .
• Leadership: SRPT separates CEO and Non-Executive Chair roles (Chair: M. Kathleen Behrens, Ph.D.); no separate lead independent director .
• Tenure/Classification: Class II director since 2015; standing for re-election at the 2025 Annual Meeting (Class II term) .

Fixed Compensation

Policy framework (Non-Employee Director Compensation Policy):

• Annual cash retainer: $60,000; Board Chair add’l $37,500 .
• Committee chairs: Audit $25,000; Compensation $20,000; Nominating & Corporate Governance $16,000; Research & Development $20,000 .
• Committee members (non-chairs): Audit $12,500; Compensation $10,000; Nominating & Corporate Governance $8,000; Research & Development $10,000 .
• Annual director pay cap: $1,000,000 (cash+equity); initial-year cap: $1,500,000 .

Performance Compensation

Policy framework:

• Annual equity grant target: ~$475,000 grant-date fair value, split equally between options and RSUs; one-year vesting .
• Initial director grant (for first-time directors): ~$712,500, split equally; vests in three equal annual installments .
• Options priced at Nasdaq closing price on grant date .
• Equity awards subject to overall annual caps above and clawback policies (including a discretionary clawback that applies to non-employee directors for any equity granted in excess of shareholder-approved plan limits) .

Other Directorships & Interlocks

Related-party transactions: SRPT discloses none since the beginning of the last fiscal year requiring Item 404 disclosure; conflicts require audit committee authorization under the Code of Conduct .

Expertise & Qualifications

• Audit Committee Financial Expert designation under Item 407(d)(5) (SEC) .
• Skills matrix highlights: leadership, industry knowledge, sales/marketing, accounting/audit, public policy/regulation, and public company board experience .
• Investment management pedigree: founding member and lead at Eastbourne Capital; senior roles at Robertson Stephens, Lazard Freres, Legg Mason, Merrill Lynch .
• Education: B.A., Pennsylvania State University .

Equity Ownership

Additional alignment and safeguards:

• Stock ownership guidelines: Non-employee directors generally must hold stock equal to 3x annual cash retainer; compliance: all non-employee directors are in compliance .
• Policy prohibits hedging or pledging of Company stock by directors, officers, and employees .
• Clawback policies: Dodd-Frank recoupment for executives; discretionary clawback extends to non-employee directors for any equity granted in excess of plan limits .

Governance Assessment

Strengths (confidence positives):

• Chairs two key committees (Compensation; Nominating & Corporate Governance) and serves on Audit; designated audit committee financial expert, enhancing oversight of pay, governance and financial reporting .
• Strong engagement: no directors under 75% attendance; Board/committee cadence robust; all directors attended 2024 annual meeting .
• Material “skin in the game”: 3,233,787 shares (3.3% of outstanding), aligning interests with shareholders .
• Independent status affirmed by the Board; independent director executive sessions at least quarterly .
• Director pay structure emphasizes equity; annual equity target ~$475k and caps at $1.0m; use of independent consultant (Aon) for director pay benchmarking .
• Ownership guidelines compliance; prohibition on hedging/pledging; clawback framework supports accountability .
• No related-party transactions requiring disclosure; no compensation committee interlocks disclosed under Item 404 .

Watch items (investor considerations):

• External interlock: Barry is CEO and director of Cassava Sciences while SRPT director Claude Nicaise is Cassava’s Chairman, creating an external interlock that investors may monitor for information-flow perceptions and time commitments (both roles are disclosed) .
• Time demands: active CEO role at another public biotech concurrent with multiple SRPT committee chair responsibilities warrants ongoing monitoring of attendance and engagement (2024 attendance thresholds were met) .

Fixed Compensation (Policy Reference)

Performance Compensation (Director Equity Policy)

2024 Non-Employee Director Compensation (select): Barry received $106,893 cash, $237,525 in RSUs, and $248,782 in options; total $593,200 .

Other Notes

• Committee composition rotates; independent compensation consultant engaged; annual say-on-pay vote; prohibition on tax gross-ups for relocation/temporary housing; prohibition on hedging/pledging; annual compensation risk assessment .
• Equity plan administration and performance criteria framework overseen by Compensation Committee; change-in-control treatment and minimum vesting standards are codified in the 2018 Plan .

No insider trading transactions table is disclosed in the proxy; SRPT’s Insider Trading Policy governs directors, officers, and employees and prohibits hedging/monetization transactions .