Stephen Mayo
Sarepta TherapeuticsAbout Stephen L. Mayo
Stephen L. Mayo, Ph.D., age 63, is an independent Class II director of Sarepta Therapeutics, serving since 2021. He is the Bren Professor of Biology and Chemistry and Merkin Institute Professor at Caltech, a National Academy of Sciences member recognized for pioneering protein design, with prior leadership roles as Caltech’s Vice Provost for Research and Chair of the Division of Biology and Biological Engineering . He currently sits on Sarepta’s Audit Committee and Research & Development Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| California Institute of Technology (Caltech) | Bren Professor of Biology & Chemistry; Merkin Institute Professor | Faculty since 1992 (current) | Academic leadership and scientific research; elected to NAS in 2004 for protein design contributions |
| Caltech | Vice Provost for Research | 2007–2010 | Institute research oversight |
| Caltech | Chair, Division of Biology & Biological Engineering | 2010–2020 | Division leadership and strategy |
| Howard Hughes Medical Institute (Caltech-based) | Investigator | 1994–2007 | Independent research program |
| Molecular Simulations Inc. (now Biovia) | Co-founder | Not disclosed | Computational chemistry/software innovation |
| Xencor | Co-founder | Not disclosed | Antibody engineering; public company creation |
External Roles
| Organization | Role | Since | Committees |
|---|---|---|---|
| Merck | Director | Mar 2021 | Audit; Research Committees |
| Allogene Therapeutics | Director | Jul 2022 | R&D Committee; Audit Committee |
| Vida Ventures | Scientific Advisory Board | Not disclosed | Scientific advisor |
Board Governance
- Committee assignments: Audit Committee member; Research & Development Committee member; not a committee chair .
- Independence: The Board determined all current directors except the CEO are independent; independent directors meet in executive session at least quarterly .
- Attendance: In 2024, the Board met 6 times; none of the directors attended fewer than 75% of Board and committee meetings; all directors serving at the time attended the 2024 annual meeting .
- Election status: Class II nominee for re‑election at the 2025 Annual Meeting; Class II terms run to the 2027 meeting if elected .
- Board leadership: Non‑executive Chairwoman structure; no separate Lead Independent Director given Chair’s role .
Fixed Compensation
Policy framework for non‑employee directors (cash retainers/fees) and Stephen L. Mayo’s 2024 cash compensation.
| Item | Amount |
|---|---|
| Annual Board cash retainer (policy) | $60,000 |
| Audit Committee member fee (policy) | $12,500 |
| Research & Development Committee member fee (policy) | $10,000 |
| 2024 Cash actually paid – S. L. Mayo | $80,831 |
Notes: Cash policy amounts are paid quarterly; the Board adjusted certain cash elements in Feb 2024 based on market data .
Performance Compensation
Annual equity structure emphasizes alignment; directors receive a 50/50 mix of RSUs and options (annual grant target ~$475,000) with one‑year vesting; initial appointments receive ~$712,500 split RSU/option vesting over three years .
| Grant/Metric | 2024 Value (Mayo) | Vesting Terms |
|---|---|---|
| RSU award (grant date fair value) | $237,525 | Annual RSUs vest in full at 1 year, service‑based |
| Stock option award (grant date fair value) | $248,782 | Annual options vest in full at 1 year; exercise price = grant‑date close |
| Total equity value (2024) | $486,307 | — |
Additional context:
- 2024 director compensation mix (cash vs. equity) for Mayo approximates ~14% cash/$80,831 and ~86% equity/$486,307 (calculated from disclosed values) .
- As of Dec 31, 2024, each non‑employee director (except Ms. Connelly) held 3,679 options and 1,846 RSUs outstanding; these represent outstanding—not necessarily unvested—awards .
Change‑in‑control and clawbacks:
- Under the 2018 Plan, if awards are not assumed/substituted in a change‑in‑control, options/SARs become fully vested/exercisable and restrictions on RSUs/PSUs lapse; unearned PSUs are treated at 100% of target; if assumed, no automatic acceleration (Administrator discretion applies) .
- Awards are subject to the Company’s Dodd‑Frank clawback; a discretionary clawback also allows recoupment of equity granted in excess of plan limits (covers directors) .
Other Directorships & Interlocks
| Company | Type | Role | Committees/Notes |
|---|---|---|---|
| Merck | Public | Director | Audit; Research Committees |
| Allogene Therapeutics | Public | Director | R&D; Audit Committees |
| Compensation Committee Interlocks (SRPT) | — | None | No interlocks or insider participation requiring disclosure in 2024 |
Expertise & Qualifications
- Protein design pioneer; National Academy of Sciences member (elected 2004) .
- Deep academic leadership: Caltech Vice Provost for Research (2007–2010); Chair of Biology & Biological Engineering (2010–2020) .
- Company builder: Co‑founder of Molecular Simulations Inc. (Biovia) and Xencor; broad public‑company board experience .
- Education: B.S. in Chemistry (Penn State); Ph.D. in Chemistry (Caltech); postdoctoral work at UC Berkeley and Stanford School of Medicine .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) as of 4/8/2025 | 26,872 |
| Of which: options exercisable within 60 days | 20,251 |
| RSUs/options outstanding (as of 12/31/2024) | 1,846 RSUs; 3,679 options (per director, except Connelly) |
| Percent of class | <1% (“*” in table) |
| Shares outstanding (4/8/2025) | 98,256,898 |
| Ownership guidelines | Non‑employee directors must hold ≥3x annual cash retainer; all directors are in compliance |
| Hedging/pledging | Prohibited by policy; snapshot highlights prohibition on hedging or pledging of Company stock |
Governance Assessment
Strengths
- Independent director with strong scientific depth and relevant R&D oversight; active on Audit and R&D committees; Board affirms independence .
- High engagement: no attendance shortfalls in 2024; directors attended the 2024 annual meeting .
- Pay‑for‑service alignment: ~86% of 2024 director compensation in equity for Mayo, consistent with policy targeting significant at‑risk, stock‑based pay .
- Shareholder‑friendly policies: stock ownership guidelines (compliant), robust clawbacks, hedging/pledging prohibitions .
- No related‑party transactions disclosed; no compensation committee interlocks .
Watch items
- Multiple external public boards (Merck; Allogene) increase time commitments; not flagged by SRPT for overboarding, but should be monitored alongside high Board/committee cadence (6 Board meetings; active committees) .
- Change‑in‑control treatment allows full vesting if awards are not assumed/substituted (plan‑level standard); investors may prefer explicit double‑trigger protections for directors; here, treatment depends on successor assumption/substitution and Administrator determinations .