DEF 14A of Sarepta Therapeutics, Inc., Apr 24, 2024

DEF 14A of Sarepta Therapeutics, Inc.

Filed Apr 24, 2024 · FY20230000950170-24-047570

Open on EDGAR

  1. SAREPTA THERAPEUTICS, INC. DIRECTORS AND EXECUTIVE OFFICERS

    SAREPTA THERAPEUTICS, INC. DIRECTORS AND EXECUTIVE OFFICERS

  2. Directors, Director Nominees and Executive Officers

    Directors, Director Nominees and Executive Officers The following table sets forth certain information with respect to the directors, director nominees and executive officers of our Company as of April 24, 2024:

  3. Directors, Director Nominees and Executive Officers

    | Name | Age | Position(s)(5) | | Executive Officers | | | | Douglas S. Ingram | 61 | President and Chief Executive Officer; Class I Director | | Ian M. Estepan | 48 | Executive Vice President, Chief Financial Officer | | Ryan E. Brown | 46 | Executive Vice President, Chief General Counsel and Corporate Secretary | | Bilal Arif | 52 | Executive Vice President, Chief Technical Operations Officer | | Louise Rodino-Klapac, Ph.D. | 46 | Executive Vice President, Head of R&D, Chief Scientific Officer | | Dallan Murray(6) | 54 | Executive Vice President, Chief Customer Officer | | Non-Employee Directors | | | | Richard J. Barry(1)(2)(4) | 65 | Class II Director | | M. Kathleen Behrens, Ph.D.(1)(3) | 71 | Class II Director, Chairwoman of the Board of Directors | | Kathryn J. Boor, Ph.D.(4)(2) | 65 | Class I Director | | Michael Chambers(3) | 49 | Class I Director | | Stephen L. Mayo, Ph.D.(3)(1) | 62 | Class II Director | | Claude Nicaise, M.D.(4) (3) | 71 | Class II Director | | Hans Wigzell, M.D., Ph.D.(2)(3) | 85 | Class I Director |

  4. Directors, Director Nominees and Executive Officers

    (1) Member of the audit committee. Dr. Behrens is the current chair of the audit committee. (2) Member of the nominating and corporate governance committee. Mr. Barry is the current chair of the nominating and corporate governance committee. (3) Member of the research and development committee. Dr. Wigzell is the current chair of the research and development committee. (4) Member of the compensation committee. Mr. Barry is the current chair of the compensation committee. (5) The term of the Class I Directors expires as of the date of the 2024 Annual Meeting, and the term of the Class II Directors expires as of the date of the 2025 Annual Meeting. (6) Mr. Murray was designated an executive officer effective April 24, 2024. Douglas S. Ingram has served as our President, Chief Executive Officer and a member of our Board since June 2017. Prior to his appointment, from December 2015 until November 2016, he served as the Chief Executive Officer and President and a Director of Chase Pharmaceuticals Corporation, a clinical-stage biopharmaceutical company. Prior to joining Chase Pharmaceuticals, Mr. Ingram served as the President of Allergan, Inc., a pharmaceutical company, from July 2013 until it was acquired by Actavis in early 2015. At Allergan, he also served as President, Europe, Africa and Middle East from August 2010 to June 2013, and Executive Vice President, Chief Administrative Officer, and Secretary from October 2006 to July 2010, where he led Allergan’s Global Legal Affairs, Compliance, Internal Audit and Internal Controls, Human Resources, Regulatory Affairs and Safety, and Global Corporate Affairs and Public Relations departments. Mr. Ingram also served as General Counsel of Allergan from January 2001 to June 2009 and as Secretary and Chief Ethics Officer from July 2001 to July 2010. With the acquisition of Allergan by Actavis, Mr. Ingram consulted as a special advisor to the Chief Executive Officer of Actavis. Mr. Ingram served as a director of Pacific Mutual Holding Company, a parent company for subsidiaries engaged in a variety of insurance, financial services and other investment-related businesses, from March 2015 to May 2018. Mr. Ingram received his J.D. from the University of Arizona and his Bachelor of Science degree from Arizona State University. Mr. Ingram currently serves on the board of Relay Therapeutics and is a member of its compensation committee. Our nominating and corporate governance committee believes that Mr. Ingram is qualified to serve on our Board because of his role as President and Chief Executive Officer, which gives him an extensive understanding of our business and operations, and because of his broad experience in the pharmaceutical industry. Ian M. Estepan has served as our Executive Vice President, Chief Financial Officer since December 2020. Mr. Estepan joined the Company in January 2015 as Senior Director, Corporate Affairs. From October 2016 to December 2017, he served as our Executive Director, Corporate Affairs; from January 2018 to February 2019, he served as our Vice President, Chief of Staff and Corporate Affairs; and from February 2019 to December 2020, he served as our Senior Vice President, Chief of Staff and Corporate Affairs. Since November 2021, Mr. Estepan has served on the Board of Directors for Cellarity, a private biopharmaceutical company. Prior to joining the Company, Mr. Estepan managed a portfolio on the buyside at Spectra Financial Group for fifteen years, overseeing a portfolio of pharmaceutical, biotech and medtech equities. Mr. Estepan received his Bachelor of Arts in psychology with a concentration in pre-medicine from Columbia University. Bilal Arif has served as our Chief Technical Operations Officer since December 2022. Mr. Arif joined the company in March 2019 as Vice President, Strategy and Operations. From February 2021 to December 2022, he served as our Senior Vice President, Strategy and Operations. Before joining the Company, Mr. Arif served as Vice President of Technical Operations at Momenta Pharmaceuticals, Inc. from 2017 until 2019, where he was responsible for various strategic and operational aspects of manufacturing. Prior to Momenta Pharmaceuticals, Mr. Arif served as Vice President, Product Strategy and Planning, Technical Operations at Shire Pharmaceuticals. Mr. Arif received his EMBA from Brown University, his Masters in Biotechnology from Tufts University, his Bachelor of Engineering, Chemical Engineering from McGill University, and his Bachelor of Engineering, Bioengineering from Western New England University. Ryan E. Brown has served as our Executive Vice President, Chief General Counsel and Corporate Secretary since February 2023 and previously served as our Senior Vice President, Chief General Counsel and Corporate Secretary since February 2021. Mr. Brown joined the Company in 2018 as our global Chief Compliance Officer. Before joining the Company, Mr. Brown served as Vice President at Acadia Pharmaceuticals. Prior to Acadia, Mr. Brown held various roles of increasing responsibility at Allergan, Inc., including Senior Counsel of Regulatory and Compliance; General Counsel to SkinMedica, an Allergan company; Special Assistant to the President; and Vice President and Chief Compliance Officer. Mr. Brown started his career at the international law firm of Jones Day, where he specialized in corporate criminal investigations. Mr. Brown received his J.D. from Harvard Law School and his Bachelor of Arts in political science from Loyola Marymount University. Dallan Murray has served as our Chief Customer Officer since November 2021. Mr. Murray joined the company in October 2013 as Vice President, Commercial Strategy & Portfolio Management. From October 2020 until December 2020, he served as our Interim Chief Commercial Officer and Vice President, Commercial Strategy and Portfolio Management. From December 2020 until November 2021, Mr. Murray served as our Senior Vice President, Chief Commercial Officer. Before joining the Company, Mr. Murray served as Director and then Senior Director, HCV Marketing at Vertex Pharmaceuticals, from 2010 until 2013, where he was responsible for strategic marketing operations. Prior to Vertex Pharmaceuticals, Mr. Murray served as Director of the Hepatitis Marketing Team at Gilead Sciences. Mr. Murray received his Master’s in Business Administration from Queen’s University and his Bachelor of Commerce degree from University of Alberta. Louise Rodino-Klapac, Ph.D., has served as our Executive Vice President, Chief Scientific Officer since December 2020. Dr. Rodino-Klapac was additionally appointed as our Head of R&D in November 2021. Dr. Rodino-Klapac joined the Company as Vice President, Gene Therapy in April 2018. From February 2019 to December 2020, she served as our Senior Vice President, Gene Therapy. Prior to joining the Company, she served as the head of the Laboratory for Gene Therapy Research at Nationwide Children’s Hospital and co-founded and served as chief scientific officer of Myonexus Therapeutics before it was acquired by the Company in 2019. She is a National Institutes of Health (NIH) Fellow appointee and is a current board member of the Association for Regenerative Medicine, as well as a member of the American Society for Gene and Cell Therapy, and the American Academy of Neurology. She holds a Bachelor of Science degree in biology from Kings College and a Ph.D. in molecular genetics from Ohio State University.

  5. Directors, Director Nominees and Executive Officers

    Richard J. Barry has served as a member of our Board since June 2015. He also serves as a member of our audit committee and chair of our nominating and corporate governance committee and compensation committee. Mr. Barry is a long-time stockholder of the Company. He was a Partner and Advisory Board member of the San Diego Padres from 2009 to 2021. Mr. Barry served as a director of Elcelyx Therapeutics Inc., a pharmaceutical company, from 2013 to 2019, and was a Managing Member of GSM Fund, LLC, a fund established for the sole purpose of investing in Elcelyx. He was previously an Advisory Board member for the Schreyer Honors College at Pennsylvania State University and served as a director of Cluster Wireless, a San Diego-based software company. Mr. Barry has served as a director of Cassava Sciences, Inc, a biopharmaceutical company, since 2021, and is the chair of its audit committee. Mr. Barry has extensive experience in the investment management business. He was a founding member of Eastbourne Capital Management LLC, a large equity hedge fund investing in a variety of industries, including health care, and served as a Managing General Partner and Portfolio Manager from 1999 to its close in 2010. Prior to Eastbourne, Mr. Barry was a Portfolio Manager and Managing Director of Robertson Stephens Investment Management. Mr. Barry also spent over 13 years in various roles in institutional equity and investment management firms, including Lazard Freres, Legg Mason and Merrill Lynch. Mr. Barry was on the board of directors of MiMedx Group Inc., a publicly-traded biopharmaceutical company developing, manufacturing and marketing regenerative biologics utilizing human placental allografts, from June 2019 to August 2020. Mr. Barry holds a Bachelor of Arts (B.A.) from Pennsylvania State University. Our nominating and corporate governance committee believes that Mr. Barry’s significant experience in the financial sector and extensive knowledge of the pharmaceutical industry qualifies him for service as a member of our Board. M. Kathleen Behrens, Ph.D. has served as a member of our Board since March 2009 and as Chairwoman of the Board since April 2015. She also serves as a member of our research and development committee and as a member of and chair of our audit committee. Dr. Behrens served as a member of the President’s Council of Advisors on Science and Technology (PCAST) from 2001 to early 2009 and as Chairwoman of PCAST’s Subcommittee on Personalized Medicine. She has served as a public-market biotechnology securities analyst as well as a venture capitalist focusing on healthcare, technology and related investments. Dr. Behrens was instrumental in the founding of several biotechnology companies, including Protein Design Labs, Inc. and COR Therapeutics, Inc. She worked for Robertson Stephens & Co. from 1983 through 1996, serving as a General Partner and Managing Director. Dr. Behrens continued in her capacity as a General Partner for selected venture funds for RS Investments, an investment management and research firm, from 1996 through December 2009, after management led a buyout of that firm from Bank of America. While Dr. Behrens worked at RS Investments, from 1996 to 2002, she served as a Managing Director at the firm and, from 2003 to December 2009, she served as a consultant to the firm. From 1997 to 2005, she was a director of the Board on Science, Technology and Economic Policy for the National Research Council, and from 1993 to 2000 she was a Director, President and Chairwoman of the National Venture Capital Association. Since December 2009, Dr. Behrens has worked as an independent life sciences consultant and investor. Since January 2019, Dr. Behrens has served as a member of the board of directors of IGM Biosciences, Inc., a publicly-traded biotechnology company that is developing IgM antibodies for oncology and autoimmune indications, as well as the Chair of the audit committee. She also serves as a member of the compensation committee and corporate governance and nominating committee of IGM. Since May 2019, Dr. Behrens has served as a member of the board of directors and Chairperson of MiMedx Group Inc., a publicly-traded biopharmaceutical company developing, manufacturing and marketing regenerative biologics utilizing human placental allografts. She also participates as a member of the nominating and corporate governance committee and audit committee of MiMedx. Dr. Behrens holds a Bachelor of Science (B.S.) in Biology and a Ph.D. in Microbiology from the University of California, Davis. Our nominating and corporate governance committee believes that Dr. Behrens’ significant experience in the financial services and biotechnology sectors, as well as in healthcare policy, qualifies her for service as a member of our Board. Kathryn J. Boor, Ph.D. has served as a member of our Board since June 2022. She also serves as member of our nominating and corporate governance committee and a member of our compensation committee. Since January 2019, Dr. Boor has served as a member of the board of directors of Seneca Foods Corporation, an American food processor and distributor. She is also a member of Seneca’s compensation committee and is the chair of its nominating and corporate governance committee. Since January 2021, Dr. Boor has served as a member of the board of directors for International Flavors and Fragrance (IFF), an American corporation that creates and manufactures food, beverage, health & biosciences, scent and pharma solutions. She chairs IFF’s Innovation and Sustainability Committee. Since 2019, Dr. Boor has served as a member of the board of directors for U.S. Israel Binational Agricultural Research and Development Fund (BARD), a funding program for mutually beneficial, mission-oriented, strategic and applied research of agricultural problems, jointly conducted by American and Israeli scientists. From 2014 through 2022, Dr. Boor served as a member of the board of directors and Vice President, Chair of Scientific Review Committee of the Foundation for Food and Agriculture Research (FFAR). From 2013 to 2020, Dr. Boor served as Trustee of the International Life Sciences Institute. Dr. Boor earned a Bachelor of Science in Food Science from Cornell University in 1980, a Master of Science in Food Science from University of Wisconsin-Madison in 1983, and a Ph.D. in Microbiology from University of California, Davis in 1994. Dr. Boor served as assistant professor in the Cornell Food Science Department in 1994 and continued to lead the department as Chair from 2007 to 2010. Dr. Boor has served as the Dean of Cornell University Graduate School and Vice Provost for Graduate Education since October 2020. From July 2010 to September 2020, Dr. Boor served as the Ronald P. Lynch Dean of the College of Agriculture and Life Sciences (CALS) at Cornell University. Our nominating and corporate governance committee believes that Dr. Boor’s significant experience in the biosciences sector, as well as her extensive leadership experience in academia, qualifies her for service as a member of our Board. Michael Chambers has served as a member of our Board since June 2022. He also serves as a member of our research and development committee. Since August 2020, Mr. Chambers has served as a member of the board of directors of Calviri Inc, an integrated oncology company focused on cancer diagnostics and preventative cancer vaccines. Since 2020, Mr. Chambers has also served on the board of directors of Agathos Biologics. Mr. Chambers co-founded Aldevron, a company that provides nucleic acids, proteins, enzymes, and other biologicals to business

  6. Directors, Director Nominees and Executive Officers

    partners in the biosciences sector, in 1998 and was President and Chief Executive Officer until August 2020 and served as Executive Chairman until August 2021 when Aldevron was acquired by Danaher Corporation. Chambers holds a Bachelor of Science degree in Biotechnology, Microbiology and Chemistry from North Dakota State University. Our nominating and corporate governance committee believes that Mr. Chambers significant leadership experience in the biosciences sector, as well as his extensive background in business, qualifies him for service as a member of our Board. Stephen Mayo, Ph.D. has served as a member of our Board since November 2021. He also serves as a member of our research and development committee and audit committee. Since March 2021, Dr. Mayo has served as a member of the board of directors and on the audit and research committees of Merck. Since July 2022, Dr. Mayo has served as a member of the board of directors and on the research and development committee of Allogene Therapeutics. In addition, he serves on the scientific advisory boards of Evozyne and Vida Ventures. He co-founded Molecular Simulations Inc. (now Biovia) and Xencor, a public antibody engineering company. Dr. Mayo is currently the Bren Professor of Biology and Chemistry and Merkin Institute Professor at California Institute of Technology (Caltech). He joined the Caltech faculty in 1992, was a Caltech-based Howard Hughes Medical Institute Investigator from 1994 to 2007, served as Vice Provost for Research from 2007 to 2010 and Chair of the Division of Biology and Biological Engineering from 2010 to 2020. Dr. Mayo was elected to the National Academy of Sciences in 2004 for his pioneering contributions in the field of protein design. He served as an elected board member for the American Association for the Advancement of Science from 2010 to 2014 and as a presidential appointee on the National Science Foundation’s National Science Board from 2013 to 2018. Dr. Mayo holds a B.S. in Chemistry from Pennsylvania State University and a Ph.D. in Chemistry from Caltech. He completed postdoctoral work at both UC Berkeley and Stanford University School of Medicine in chemistry and biochemistry, respectively. Our nominating and corporate governance committee believes that Dr. Mayo’s experience serving in leadership roles in various scientific and biotechnology institutions and companies qualifies him to serve as a member of our Board. Claude Nicaise, M.D. has served as a member of our Board since June 2015. He also serves as a member of our compensation committee and as a member of our research and development committee. Dr. Nicaise is the owner of Clinical Regulatory Services, a company providing advice on clinical and regulatory matters to biotechnology companies. Since January 2017, Dr. Nicaise has served as a member of the board of directors for Minoryx. Since February 2021, Dr. Nicaise has served as a member of the board of directors and on the compensation committee of Gain Therapeutics. Since March 2021, Dr. Nicaise has served as a member of the board of directors and on the audit committee of Chemomab. Since December 2023, Dr. Nicaise has served as a director of Cassava Sciences, Inc., a biopharmaceutical company. He served as an Executive Vice President Regulatory at Ovid Therapeutics Inc., a company that develops medicines for orphan diseases of the brain, from 2015 to March 2023. From 2008 to 2014, Dr. Nicaise was a Senior Vice President of Strategic Development and Global Regulatory Affairs at Alexion Pharmaceuticals Inc., a pharmaceutical company. From 1983 to 2008, Dr. Nicaise served in various positions of increasing responsibility at Bristol-Myers Squibb, including the following senior management positions: Vice-President of Global Development, Vice-President Worldwide Regulatory Science and Strategy and leadership positions in Oncology, Infectious Disease and NeuroScience Development. Dr. Nicaise holds an M.D. from the Universite libre de Bruxelles in Belgium. Our nominating and corporate governance committee believes that Dr. Nicaise’s significant experience in the pharmaceuticals sector, including in clinical and regulatory affairs, such as his support in connection with sixteen drug approvals, qualifies him for service as a member of our Board. Hans Wigzell, M.D., Ph.D. has served as a member of our Board since June 2010. He also serves as a member of our nominating and corporate governance committee and a member of and chair of our research and development committee. He currently serves as chairman of Rhenman & Partners Asset Management AB, an investment management firm, and director of RaySearch Laboratories AB, a medical technology company. Since 2022, Mr. Wigzell has also served as chairman of the board of RaySearch Laboratories AB. From 2006 to 2020, Dr. Wigzell served as a director of Karolinska Development AB, a company listed on the Nasdaq OMX Stockholm market that selects, develops and seeks ways to commercialize promising new Nordic lifescience innovations. He also served as the chairman of Karolinska Development AB from 2017 to 2020. From 1995 to 2003, he was the President of the Karolinska Institute, a medical university and was General Director of the National Bacteriological Laboratory in Stockholm from 1987 to 1993. Dr. Wigzell is chairman of the board of the Stockholm School of Entrepreneurship. He is an elected member of several national academies, including the Swedish Royal Engineering Academy, Sweden; the Royal Academy of Science, Sweden; the Danish Academy of Arts and Letters; the American Academy of Arts and Sciences; the Finnish Science Society; and the European Molecular Biology Organization. In addition to serving as President of the Karolinska Institute, his academic career includes being Chairman of the Nobel Prize Committee, and the Karolinska Institute and Distinguished External Advisory Professor of Ehime University, Japan. Additionally, Dr. Wigzell was appointed Chairman of the Nobel Assembly in 2000. Dr. Wigzell holds an M.D. and Ph.D. from the Karolinska Institute in Stockholm and he has received honorary doctorate degrees at University “Tor Vergata” in Rome, Italy, Turku University in Finland, The Feinstein Institute in New York and Helsinki University in Finland. Our nominating and corporate governance committee believes that Dr. Wigzell’s experience serving in leadership roles in various scientific and biotechnology institutions and companies in countries around the world qualifies him to serve as a member of our Board. Our Board believes that having a diverse mix of directors with complementary qualifications, expertise, and attributes is essential to meeting oversight responsibility. The first table below summarizes the key qualifications and skills most relevant to the decision to nominate candidates to serve on the Board. A mark indicates a specific area of focus or expertise. Our director nominees’ biographies describe each director’s background and relevant experience in more detail. The table reflects our Board of Directors as of April 24, 2024.

  7. Directors, Director Nominees and Executive Officers

    | | Leadership Experience | Industry Knowledge | Sales or Marketing Experience | Accounting or Audit Experience | Public Policy or Regulation Experience | Academic or Technical Background | Public Company Board Experience | | M. Kathleen Behrens, Ph.D. | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | Richard J. Barry | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | | Kathryn J. Boor, Ph. D. | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | Michael Chambers | ✓ | ✓ | ✓ | | | ✓ | | | Douglas S. Ingram | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Stephen L. Mayo, Ph.D. | ✓ | ✓ | | | ✓ | ✓ | ✓ | | Claude Nicaise, M.D. | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | Hans Wigzell, Ph.D. | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ |

  8. Directors, Director Nominees and Executive Officers

    The second table provides additional self-reported diversity information regarding our Board of Directors as of April 24, 2024. Each of the categories listed in the below table has the meaning set forth in Nasdaq Listing Rule 5605(f):

  9. Directors, Director Nominees and Executive Officers

    | Board Diversity Matrix | | | | | | Total Number of Directors | 8 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 2 | 6 | 0 | 0 | | Part II: Demographic Background | | | | | | African American or Black | 0 | 1 | 0 | 0 | | Alaskan Native or Native American | 0 | 0 | 0 | 0 | | Asian | 0 | 0 | 0 | 0 | | Hispanic or Latinx | 0 | 0 | 0 | 0 | | Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | | White | 2 | 5 | 0 | 0 | | Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | | LGBTQ+ | 0 | | | | | Did Not Disclose Demographic Background | 0 | | | |

  10. Directors, Director Nominees and Executive Officers

    Our Board values the diversity of its members, both with respect to gender identity and demographic background. Of our 2023 Peer Group (as defined below), approximately 11% of our peers currently have a woman serving as the chairperson of their board of directors. Our Chairwoman, M. Kathleen Behrens, Ph.D., has served in this capacity since April 2015. Adding diversity to the Board when selecting director nominees in accordance with its fiduciary duties has been and remains a priority for the Board, as the Company continues to aggressively pursue a gender diverse member that offers the skill sets we need. We have been interviewing gender diverse candidates over the last year who we believe will add to our Board discussions and we are hopeful to expand our Board with such a candidate in the coming year.

  11. Stock-Based Compensation

    | Name | Fee Earned or Paid in Cash | Stock Awards(1) | Option Awards(1) | All Other Compensation | Total | | Current Directors: | | | | | | | M. Kathleen Behrens, Ph.D. | $117,500 | $237,573 | $239,921 | — | $594,994 | | Richard J. Barry | $86,152 | $237,573 | $239,921 | — | $563,646 | | Claude Nicaise, M.D. | $75,848 | $237,573 | $239,921 | — | $553,342 | | Hans Wigzell, M.D., Ph.D. | $69,500 | $237,573 | $239,921 | — | $546,994 | | Stephen L. Mayo, Ph.D. | $69,000 | $237,573 | $239,921 | — | $546,494 | | Michael Chambers | $56,500 | $237,573 | $239,921 | — | $533,994 | | Kathryn Boor, Ph. D. | $66,085 | $237,573 | $239,921 | — | $543,579 |

  12. Executive Summary

    Executive Summary 2023 was another transformative and important year for the Company. We met or exceeded a majority of our corporate goals for 2023, as well as received the first accelerated approval for gene therapy and became a profitable organization in the fourth quarter of 2023. More specifically, and to highlight some of our achievements in 2023: ELEVIDYS • In June 2023, Elevidys (delandistrogene moxeparvovec-rokl) was granted an accelerated approval to treat ambulatory patients aged 4 through 5 years with Duchenne muscular dystrophy who have a confirmed mutation in the dystrophin gene. Elevidys is the first gene therapy to receive accelerated approval and this is a monumental milestone for both the Company and the patient community. • In December 2023, we filed an efficacy supplement for Elevidys, requesting conversion from accelerated approval to traditional approval and a label expansion. The FDA has granted the efficacy supplement a Priority Review with a review goal date of June 21, 2024. • In October 2023, we released top-line results from our global pivotal study of Elevidys. In EMBARK, our Phase 3 clinical study of Elevidys, participants treated with Elevidys showed an increase on the North Star Ambulatory Assessment, a measure of motor function, compared to placebo-treated patients at 52 weeks, although the primary endpoint was not met. Robust, statistically significant results on all key pre-specified secondary endpoints, including time to rise and 10-meter walk test demonstrated evidence of a clinically meaningful treatment benefit that was similar in magnitude and statistical significance across all age groups. Financial Performance We achieved generally accepted accounting principles ("GAAP") profitability in the fourth quarter of 2023. In particular: Net product revenues for the fourth quarter of 2023 totaled $365.1 million, a 55% increase over the same quarter of the prior year. Net product revenues for the full-year 2023 totaled $1.1 billion, an increase of approximately 36% over the prior year. o Elevidys revenues for the fourth quarter of 2023 totaled $131.2 million and for full-year 2023 totaled $200.4 million. o We sold our priority review voucher in connection with the Elevidys approval for $102 million. We also completed enrollment for our VOYAGENE SRP-9003 clinical trial for our most advanced LGMD product candidate and aligned on next steps regarding our potentially pivotal trial. We also continued to advance certain of our PPMO programs. Named Executive Officer Compensation. The Company’s accomplishments in 2023 were directly tied to the performance of the Company’s named executive officers, and thus were an important factor in determining the named executive officers’ compensation for 2023. In light of these significant accomplishments, certain of which are summarized above and detailed further below, our named executive officers received the following compensation for 2023: • Cash bonus awards in an amount equal to 115% of their target bonuses, based on the achievement of pre-established corporate goals; • Salary increases, approved by the compensation committee in February 2023, with such increases partly informed by peer company and market survey data provided by Aon; and • Annual equity grants (except for Mr. Ingram) consisting of time- and performance-based equity awards in March 2023 that further aligned the long-term interests of our executives with those of our stockholders. We continue to increase the portion of PSUs granted to these officers in relation to the total amount of equity awards. In 2023, PSUs consisted of 45% of the total equity awarded (measured at target) to our officers (except for Mr. Ingram). These and other compensation decisions are further detailed below.

  13. Overview of Named Executive Officer Compensation Program

    | What we Heard | How we Responded | | Of the stockholders we met with who voted against our 2023 say-on-pay proposal, a majority stated that their primary concerns were the acceleration of a portion of Mr. Ingram’s performance-based option awards and the extension of time for him to achieve the remaining performance goals, particularly due to the quantum of equity involved | Although the Board feels that the modification was necessary to reward Mr. Ingram for his past performance and to appropriately align Mr. Ingram’s long-term interests with the Company, the Board understands stockholder concerns related to modifying option awards, including accelerating a portion of the award. The Board has agreed that no further modifications will be made to Mr. Ingram's performance awards, including but not limited to not providing additional time for Mr. Ingram to achieve his performance-based option award and that there will be no additional discretionary acceleration of any awards under the agreement. Going forward, the Board will not—except in extraordinary circumstances with extensive and advanced shareholder outreach—amend the performance period during which an equity award held by an executive officer may be earned or accelerate the vesting of an equity award outside of the conditions stated in such award agreements (e.g., in the event of a change in control). | | Stockholders requested that more of our executive compensation be linked to performance-based goals | We understand that stockholders prefer that executive officers receive a substantial portion of their compensation in the form of performance-based awards in order to better align executive and stockholder interests over the long term. We have continued to increase the percentage of equity-based compensation awarded to our named executive officers that is subject to performance vesting conditions. In total, performance-based equity represented 45% of the equity value (measured at target) granted in 2023 to our named executive officers, excluding Mr. Ingram. Additionally, during our annual compensation cycle in 2024, PSUs represented 50% of the value (measured at target) of the annual equity awards granted to our named executive officers, excluding Mr. Ingram. This increase in the percentage of equity awards subject to performance-based vesting conditions further aligns our executives' interests, both short and long-term, with stockholders, as the milestones contained in the PSUs include value-creating goals, such as product approvals and financial metrics. | | One of the proxy advisor services expressed concern that our Board lacked gender diversity | This has been a priority for the Board, as the Company continues to aggressively pursue a gender diverse member that offers the skill sets we need. We have been interviewing extremely well qualified gender diverse candidates over the last year who we believe will add to our discussions, and we are hopeful to expand our Board with such a candidate in the coming year. | | Some stockholders expressed an interest in the elimination of our classified Board | We are continuing to grow as a Company as more of our product candidates receive approval. Our classified Board structure has served us well as we have transitioned from a clinical to commercial-stage company. We understand that many mature companies do not have classified Boards and that stockholders may view declassified Boards as providing more accountability to stockholders. |

  14. Overview of Named Executive Officer Compensation Program

    Previous Stockholder Outreach Our Chairwoman and Mr. Barry, Chairman of the compensation committee, engage with stockholders on topics of interest to them on an annual basis, regardless of the outcome of the say-on-pay advisory vote. Based on stockholder feedback, we made a series of changes over the last several years to enhance our compensation practices and policies. Below are some highlights of the changes we have made to our compensation practices, policies and disclosures: • Increased Focus on “At-risk” Awards. Beginning in 2022, the compensation committee granted PSUs to our executive officers (other than Mr. Ingram). The 2022 awards would be earned upon the approval(s) of our lead RNA and gene therapy candidates, SRP-9001 and SRP-5051, and would also be subject to time-based vesting conditions. In 2023, the PSU awards were tied to financial goals and the approval of our gene therapy product, Elevidys. As noted above and in response to stockholder feedback, in March 2024, we increased the percentage of equity-based compensation consisting of PSUs granted to our named executive officers. In addition to providing retention value, the compensation committee views these awards as tools that further align our named executive officers interests with those of stockholders, as goals such as potential approvals and profitability would bring significant value to stockholders both in the short and long-term. • Appropriate Balance of Compensation Based on Short-term and Long-term Performance Goals. The Company has sought to establish goals under our annual bonus program that balance achievements that confer value to stockholders over the course of the year (e.g., product revenue goals) with other efforts that are designed to provide the basis for longer term positive return to stockholders (e.g., developing our gene therapy and RNA-based platforms). • Policies that Reflect Best Practices. The Company has put in place other policies it believes reflect responsible pay and governance practices such as stock ownership requirements for directors and officers and a clawback policy (see page 35 for details). Compensation Program Design While fixed compensation, such as base salary and benefits, is primarily designed to be competitive in the biopharmaceutical marketplace for employees, incentive compensation is designed to be primarily merit-based and to reward strategic and operational achievements, while still aligning with our peers in the industry. Historically, actual incentive compensation for the named executive officers other than the Chief Executive Officer has been a function of the achievement of defined and agreed upon corporate goals and functional objectives. The at-risk component of the compensation package for each named executive officer, which includes a target bonus and long-term equity incentives, is typically determined (in whole or in part) on the basis of achievement of pre-established corporate goals. In determining the 2023 equity awards of our named executive officers, the compensation committee took into account (i) the short and long-term value to stockholders being built by the Company as indicated by its one-year and three-year TSR, (ii) the competitive annual market compensation that peer group companies pay to each individual executive serving in a similar position, (iii) the achievement of 2022 corporate goals and individual contributions to such goals, (iv) the amount of vested and unvested equity awards held by a named executive officer at the time of grant and (v) market factors that require the Company to remain competitive in its compensation package in order to attract and retain qualified individuals. The tables below provide a high-level summary of our 2023 compensation program as well as our compensation policies and practices.

  15. Overview of Named Executive Officer Compensation Program

    | 2023 NEO Compensation Program Components | | 2023 NEO Compensation Highlights | | Fixed | Base Salary | Named executive officers received a salary increase in 2023 based on peer group and other market data provided by Aon. | | Variable/ Performance-Based | Bonus | Performance-based cash payment for CEO and named executive officers was based on achievement of the 2023 corporate goals set by the compensation committee and Board. The compensation committee and Board further reviewed performance made against each goal and determined the overall achievement level of the corporate goals. | | | Time- and Performance-based Equity Awards |  Mr. Ingram did not receive any new equity awards in 2023.  Granted equity awards to named executive officers (except for Mr. Ingram) in March 2023 consisting of stock options and RSUs with a four-year vesting period (see page 40 for details) which focus the executives on future stock appreciation over a sustained period.  In addition, named executive officers (except for Mr. Ingram) were awarded PSUs in March 2023 with performance-based milestones related to financial metrics. The PSUs also contained a two-year vesting period (see page 40 for details). These PSUs focused on further aligning our named executive officers' potential compensation with the achievement of Company milestones and increasing the retention of such officers. |

  16. Overview of Named Executive Officer Compensation Program

    | ✓ | Annual stockholder Say-on-Pay vote | | ✓ | Annual compensation risk assessment | | ✓ | Robust Clawback Policy | | ✓ | Ongoing Company and Board engagement with stockholders regarding Company compensation practices | | ✓ | Continued focus on Board, management and employee diversity | | ✓ | Independent compensation consultant | | ✓ | Compensation committee chair and member rotation | | ✓ | Change in control accelerated vesting entitlements for equity awards held by our named executive officers are subject to a double trigger (i.e., a change in control must occur and the executive’s employment must be terminated by the Company without cause or by the executive for "good reason") | | ✓ | Utilize noncompetition and nonsolicitation agreements for senior executives | | ✓ | Prohibition on hedging or pledging of Company stock | | ✓ | Prohibition on tax gross-ups for relocation and temporary housing expenses to executive officers | | ✓ | Practice of not paying excessive perquisites |

  17. Overview of Named Executive Officer Compensation Program

    Role of Chief Executive Officer Our Chief Executive Officer plays an important role in determining executive compensation, other than with respect to his own compensation. No less than annually, our Chief Executive Officer assesses the performance of the executive officers other than himself. Following such assessments, our Chief Executive Officer recommends to the compensation committee a base salary, performance-based bonus and grant of an equity-based award for each named executive officer other than himself. The compensation committee considers the information provided by the Chief Executive Officer, together with other information available to the compensation committee such as peer group and other data provided by Aon, and determines the compensation for each named executive officer. Role of Compensation Consultants The compensation committee engaged Aon to assist with the committee’s 2023 compensation review, analysis and actions. Aon’s services generally included: • identifying an updated market framework (including a peer group of companies) for formal compensation benchmarking purposes; • gathering data on our executive officer cash and equity compensation relative to competitive market practices; and • developing a market-based framework for potential changes to our compensation program for the compensation committee’s review and input. After review and consultation with Aon, our compensation committee determined that Aon is independent, and that there is no conflict of interest resulting from retaining Aon during fiscal year 2023. In reaching these conclusions, our compensation committee considered the factors set forth in the SEC rules and the Nasdaq listing standards. Other than the services provided to our compensation committee, including consulting services with respect to director compensation matters, Aon did not perform any other work for us in 2023 that exceeded $120,000.

  18. Detailed Analysis of 2023 Executive Compensation Program

    | PEER GROUP | | |  ACADIA Pharmaceuticals, Inc.  Alkermes  Alnylam Pharmaceuticals Inc.  Amicus Therapeutics  BioMarin Pharmaceutical Inc.  Blueprint Medicines  Exelixis, Inc.  Halozyme Therapeutics, Inc.  Horizon Therapeutics plc |  Incyte Corp.  Ionis Pharmaceuticals Inc.  Jazz Pharmaceuticals plc  Neurocrine Biosciences, Inc.  PTC Therapeutics  Repligen Corporation  Sage Therapeutics  Ultragenyx Pharmaceutical Inc.  United Therapeutics |

  19. Detailed Analysis of 2023 Executive Compensation Program

    This peer group (the "2023 Peer Group") was oriented around the following criteria: industry sector, stage of development (commercial), employee headcount, market capitalization and revenue. The 2023 Peer Group added Amicus Therapeutics and United Therapeutics and removed Agios Pharmaceuticals, bluebird bio Inc. and Nektar Therapeutics. Based on the approved peer group, Aon prepared a formal executive compensation assessment that included publicly-available proxy information and certain non-public information for third-party executive compensation for the compensation committee’s consideration. In analyzing and setting our executive compensation program for 2023, the compensation committee compared certain aspects of our named executive officers’ compensation, including base salary, target bonus and long-term equity incentives, to the compensation levels provided by our peer group as part of this assessment. Based on the results of the peer group compensation assessment, we determined that compensation levels for our named executive officers in 2023 generally reflected market competitive positioning. The compensation committee also reviewed data from the Aon Global Life Sciences Survey, which is comprised of seventeen companies with a median market capitalization of $5.9 billion. Base Salaries The compensation committee reviews the base salaries of our named executive officers annually. We also assess salaries at the time of hire, promotion or other change in responsibilities. In establishing and adjusting executive salaries, the compensation committee considers information regarding base salaries paid by companies in our peer group, other data from Aon, the individual performance, position and tenure of the executive officer and internal comparability considerations. Our Board approves our Chief Executive Officer’s base salary after reviewing the compensation committee’s recommendation. The base salary levels as of December 31, 2023 and December 31, 2022 for our named executive officers are summarized in the table below. The compensation committee believes that these adjustments were appropriate in light of our compensation philosophy, recent accomplishments including our profitability and Elevidys approval, and the need to retain the Company’s executive talent.

  20. Detailed Analysis of 2023 Executive Compensation Program

    In connection with his promotion to Chief Technical Operations Officer, effective December 31, 2022, the compensation committee reviewed Mr. Arif's base salary and bonus target. The compensation committee reviewed data from its independent compensation consultant with respect to this role in our peer group. The compensation committee discussed Mr. Arif's qualifications and determined that Mr. Arif's base salary and bonus target were reasonable given his scope of duties and responsibilities. Performance-Based Bonuses In December 2022, the compensation committee, with input from our Chief Executive Officer and the Board, established overall corporate goals against which the performance of our named executive officers would be measured for purposes of determining their 2023 bonus payments as well as the weightings for each goal. In establishing the 2023 corporate goals in December 2022, the compensation committee focused on objectives likely to bring both short-term stockholder value, such as product revenue goals, accelerated approval for our lead gene therapy candidate, SRP-9001, and enhancing access to our drugs, and long-term stockholder value, such as further developing our RNA-targeted therapeutics and gene therapy platforms. Although our corporate goals are intended to be achievable with significant effort, they are substantially uncertain to be achieved and, as a result, we do not expect that every goal will actually be attained in any given year. The target annual cash bonuses for 2023 for each of our named executive officers, expressed as a percentage of base salary, were as follows: Mr. Ingram 90%, and Dr. Rodino-Klapac, Messrs. Estepan, Mr. Brown, and Arif 50%. In 2023, the compensation committee and our Board determined that the corporate performance goals for our 2023 bonus program were achieved at 115% of target, and determined the following with respect to each of our primary focus corporate goal areas: The compensation committee and our Board reviewed and discussed each of our corporate goals and the Company’s achievement towards each goal when determining the scores for each of our primary focus corporate goal areas. The compensation committee also reviewed with the chief executive officer the performance of each named executive officer (excluding the chief executive officer) and his or her contributions towards achieving the 2023 goals. Notable achievements included exceeding the product revenue goal and guidance for 2023 and receiving an accelerated approval for and successfully launching Elevidys. Although the Company achieved or exceeded many of its goals, not all goals were met (such as the Company's Phase III trial for SRP-9001 (EMBARK) missing its primary end-point). The Board and compensation committee, after having considered the specific achievement levels for each category shown above, determined to exercise negative discretion and approve the corporate pool funding at 115%, and that each named executive officer should receive a cash-based bonus funded at such amount. 2023 Earned Annual Incentives The following table shows, for each of our named executive officers, the aggregate dollar value of the bonuses awarded for 2023 and 2022:

  21. Detailed Analysis of 2023 Executive Compensation Program

    | Name | Title | Bonus 2023(1) | Bonus 2022(2) | $ Change | % Change | | Douglas S. Ingram | President and Chief Executive Officer | $842,519 | $865,829 | $(23,310) | -3% | | Ian M. Estepan | Executive Vice President, Chief Financial Officer | $365,930 | $353,194 | $12,736 | 4% | | Louise Rodino-Klapac, Ph.D. | Executive Vice President, Head of R&D, Chief Scientific Officer | $371,358 | $403,650 | $(32,292) | -8% | | Ryan E. Brown | Executive Vice President, Chief General Counsel | $321,368 | $300,639 | $20,729 | 7% | | Bilal Arif | Executive Vice President, Chief Technical Operations Officer | $299,000 | — | — | N/A |

  22. Detailed Analysis of 2023 Executive Compensation Program

    The 2023 bonus figure reflects a cash bonus received in March 2024. (2) The 2022 bonus figure reflects a cash bonus received in March 2023. 2023 Equity Incentive Compensation In March 2023, the compensation committee granted the named executive officers, except for Mr. Ingram, annual stock option awards and RSUs under our 2018 Plan. The compensation committee also granted PSUs to our named executive officers, except for Mr. Ingram. The target value of these annual awards was based on market competitive targets using our peer group and was structured to align the long-term financial interests of our named executive officers with those of our stockholders. In addition, the annual equity awards are a meaningful retention and incentive mechanism. The options vest as follows: 25% of the shares of our common stock underlying such options vested on March 6, 2024, and 1⁄48th of the total shares of our common stock underlying such options will vest on each monthly anniversary thereafter, such that the options will be fully vested on March 6, 2027, subject to the named executive officer continuing to provide services to us through the applicable vesting date. The RSUs vest as follows: 25% of the shares of common stock underlying each RSU vested on March 6, 2024, and an additional 25% will vest on each anniversary of the grant date thereafter, such that the RSUs will be fully vested on March 6, 2027, subject to the named executive officer continuing to provide services to us through the applicable vesting date. The PSUs are earned upon the achievement of the following critical financial milestones which align with our patients first value and are set forth below:

  23. Detailed Analysis of 2023 Executive Compensation Program

    | Milestone | Percentage of PSUs Earned | | Milestone One: Achievement of first positive earnings per share quarter (non-GAAP) within the five full quarters following approval of SRP-9001* (adjusted for extraordinary transactions) | 100% | | Milestone Two: One billion in SRP-9001 U.S dollar sales 18 months following approval | 100% | | Achievement of Milestone One and Milestone Two | 125% |

  24. Detailed Analysis of 2023 Executive Compensation Program

    * SRP-9001 (Elevidys) received accelerated approval on June 22, 2023 The maximum percentage of the PSUs that can become earned based on the achievement of Milestone One or Milestone Two (each as defined above) is 125%. Milestone One was achieved in the third quarter of 2023 following regulatory approval of Elevidys in June 2023, and as a result, 100% of the PSUs granted in March 2023 became earned. The PSUs also contain a time-based vesting component and the earned PSUs, as well as any additional PSUs that subsequently become earned as a result of the achievement of Milestone Two, will vest on March 6, 2025. The value that our named executive officers will realize with respect to these grants of equity awards is tied to our performance. The stock options will only have value if the value of our common stock appreciates after grant. The RSUs focus on stock appreciation over a sustained period. The PSUs can only be earned upon the achievement of important corporate objectives. In addition, each of these awards provide retention value by vesting over a multiyear period. Mr. Ingram did not receive any equity awards in 2023. Section 401(k) Plan Our Section 401(k) plan (the “401(k) Plan”) is a defined contribution profit sharing plan with a 401(k) option in which substantially all of our employees are eligible to participate. For 2023, our named executive officers received a Company matching contribution equal to 100% of the first 4% of eligible compensation contributed to the 401(k) Plan, subject to the maximum amount permitted by law. Additional Benefits We provide a limited number of additional benefits to our named executive officers to permit them to be accessible to the business as required and to ensure increased effectiveness, delivery and performance by residing in closer proximity to the Company’s headquarters in Cambridge, Massachusetts. However, in January 2016, the compensation committee approved a policy under which the Company will no longer provide tax gross-ups for relocation and temporary housing expenses to our executive officers. We also provide our named executive officers with additional coverage under our group basic life insurance and AD&D plans, in the amount of 2.5 times basic annual salary, up to a maximum of $1.6 million. Under our group long-term disability policy, all regular-status full- and part-time employees, including our named executive officers, are provided with a disability benefit equal to a maximum of $15,000 per month and subject to specific plan and provider requirements. Since employees earning annual base salaries over $300,000 would exceed the monthly maximum available under this policy in the event of their disability, the Company establishes an individual supplemental long-term disability policy for these employees, and pays for the associated costs. All of our named executive officers are eligible for this individual supplemental long-term disability policy and are provided with additional coverage of up to $10,000 per month, the maximum monthly coverage as defined in our group long-term disability policy. Severance/Termination Protection General terms of employment, including compensation and benefits payable upon termination of employment are set forth in employment agreements, offer letters, change in control and severance agreements, or otherwise agreed-upon arrangements between the named executive officer and the Company. See “Compensation Agreements for Named Executive Officers.” The compensation committee establishes such compensation and benefits in order to be competitive in the hiring and retention of our named executive officers. All arrangements with the named executive officers and the potential payments that each of the named executive officers would have received in the event of termination of such executive’s employment at the end of our last fiscal year are described in “Compensation Agreements for Named Executive Officers—Post-Employment Benefits and Change in Control Arrangements for the Company’s Named Executive Officers” and “Potential Payments Upon Termination or a Change in Control.” Other Factors that Impact or Influence Our Named Executive Officer Compensation Program In response to stockholder feedback, in 2016 we adopted stock ownership guidelines and a clawback policy (which was subsequently amended in December 2018 and again in 2023 in response to the final Dodd-Frank Act), the terms of which are summarized below. Stock Ownership Guidelines In order to encourage equity ownership by our executive officers and non-employee directors, we adopted stock ownership guidelines for these individuals. The purpose of the stock ownership guidelines is to enhance the linkage between the interests of the stockholders of the Company and our executive officers and non-employee directors through a required minimum level of stock ownership, while also mitigating the potential for excessive risk-taking. The stock ownership guidelines generally require each executive officer and non-employee director of the Company to reach a minimum level of target ownership of common stock of the Company within a specified period of time after becoming subject to the stock ownership guidelines, and to maintain such level for so long as the stock ownership guidelines apply. Ownership does not include unexercised options (whether or not vested) to purchase stock or unvested restricted stock units, including unvested PSUs. Generally, each non-employee director and executive officer has five years to attain their respective stock ownership target. Non-employee directors are generally required to own stock in an amount equal to three times their annual cash retainer. Executive officers are generally required to own stock in an amount equal to one times their base salary, with the exception of the Chief Executive Officer, who is generally required to own stock in an amount equal to three times his base salary. As of December 31, 2023, Mr. Ingram owns stock in an amount based on intrinsic value exceeding forty-seven times his base salary. All other named executive officers are also compliant with our stock ownership guidelines. Compensation Clawback Policy In 2023, we updated our compensation clawback policy to address the requirements of the Dodd-Frank Act, SEC rules and applicable listing standards (our “Dodd-Frank Policy”). Our Dodd-Frank Policy provides for the recoupment of erroneously-paid covered incentive-based compensation from covered executives in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws. With regard to the recoupment of covered incentive-based compensation, the policy applies to the Company’s current and former executive officers and without regard to whether the restatement is a result of an executive’s misconduct. In 2023, we also adopted a discretionary compensation clawback policy that, among other things, provides for the recoupment of equity awards granted in excess of a stockholder-approved equity plan limit to the Company’s current and former executive officers and non-employee directors, as well as other covered individuals, as determined by the Board. The amount of an equity award that is granted in excess of any limit under the Company’s stockholder-approved equity plans, including, without limitation, any overall plan, individual award, compensation or other limit approved by the Company’s stockholders, is subject to recoupment. In the event an equity award was granted in excess of a stockholder-approved equity plan limit, the Company will recoup the amount of the equity award that exceeds the stockholder-approved equity plan limit. Tax Implications of the Executive Compensation Program

  25. Detailed Analysis of 2023 Executive Compensation Program

    As a result of federal tax legislation enacted in December 2017, compensation paid to certain of our executive officers in excess of $1 million will not generally be deductible unless it qualifies for transition relief applicable to certain arrangements and awards in place as of November 2, 2017 that are not materially modified after such date. The compensation committee believes that its primary responsibility is to provide an executive compensation program that meets the objectives described above. Therefore, the compensation committee has, and in the future may, authorize compensation arrangements that are not fully tax deductible but which promote other important objectives. Risk Assessment of Compensation Policies and Practices As part of its responsibilities, the compensation committee reviews the impact of our executive compensation program and the associated incentives to determine whether they present a significant risk to us. The compensation committee has concluded, based on its reviews and analysis of our compensation policies and procedures, that such policies and procedures are not reasonably likely to have a material adverse effect on us. In making this determination, our compensation committee considered the following: our use of different types of compensation vehicles provides a balance of long- and short-term incentives with fixed and variable components; • our grant of equity-based awards, which generally vest over a four-year time period, encourage our named executive officers to look to long-term appreciation in equity values; • our annual bonus determinations for each employee are dependent on achievement of company goals, which we believe promote long-term value; • the compensation committee’s ability to exercise discretion in determining incentive program payouts and equity awards; • share ownership and holding guidelines applicable to our directors and executive officers; and • prohibition on hedging or pledging of Company stock.

  26. Compensation Tables

    | Name and Principal Position | Year | Salary (1) | Stock Awards (2)(3) | Option Awards (2) | Non-Equity Incentive Plan Compensation (5) | All Other Compensation (6) | Total | | Douglas S. Ingram | 2023 | $799,797 | — | — | $842,519 | $19,022 | $1,661,338 | | President and Chief Executive Officer | 2022 | $740,025 | — | $123,314,818(4) | $865,829 | $18,022 | $124,938,694 | | | 2021 | $729,675 | — | — | $799,227 | $17,422 | $1,546,324 | | Ian M. Estepan | 2023 | $618,511 | $701,955 | $1,988,909 | $365,930 | $30,321 | $3,705,626 | | Executive Vice President, | 2022 | $539,842 | $643,360 | $2,263,099 | $353,194 | $24,494 | $3,823,989 | | Chief Financial Officer | 2021 | $525,000 | $1,306,650 | $2,959,200 | $315,000 | $21,745 | $5,127,595 | | Louise Rodino-Klapac, Ph.D. | 2023 | $641,063 | $701,955 | $1,988,909 | $371,358 | $15,706 | $3,718,991 | | Executive Vice President, | 2022 | $616,962 | $643,360 | $2,263,099 | $403,650 | $14,706 | $3,941,777 | | Head of R&D, Chief Scientific Officer | 2021 | $555,577 | $4,626,650 | $2,959,200 | $360,000 | $14,106 | $8,515,533 | | Ryan E. Brown | 2023 | $550,249 | $701,955 | $1,988,909 | $321,368 | $15,850 | $3,578,331 | | Executive Vice President, | 2022 | $507,968 | $643,360 | $2,263,099 | $300,639 | $14,753 | $3,729,818 | | Chief General Counsel | 2021 | $473,550 | $1,306,650 | $2,959,200 | $260,820 | $103,980 | $5,104,200 | | Bilal Arif | 2023 | $514,112 | $701,955 | $1,988,909 | $299,000 | $16,611 | $3,520,586 | | Executive Vice President, | 2022 | — | — | — | — | — | — | | Chief Technical Operations Officer | 2021 | — | — | — | — | — | — |

  27. Compensation Tables

    | Year | Summary Compensation Table Total for Douglas S. Ingram(1) ($) | Compensation Actually Paid to Douglas S. Ingram(1)˒(2)˒(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1),(2),(3) ($) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income (Loss)(5) ($ Thousand) | Net Produect revenues(6) ($ Thousand) | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2023 | 1,661,338 | (34,570,955) | 3,630,883 | 1,866,727 | 74.73 | 115.42 | (535,977) | 1,144,876 | | 2022 | 124,938,694 | 162,924,862 | 4,613,363 | 6,814,238 | 100.42 | 111.27 | (703,488) | 843,769 | | 2021 | 1,546,324 | (304,803,195) | 6,273,896 | (584,551) | 69.78 | 124.89 | (418,780) | 612,401 | | 2020 | 1,291,947 | 126,091,104 | 3,842,309 | 3,910,485 | 132.12 | 125.69 | (554,128) | 455,865 |

  28. CEO Pay Ratio

    CEO Pay Ratio We are required by SEC rules adopted under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 Act to disclose the ratio of our median employee’s annual total compensation to the annual total compensation of our President and Chief Executive Officer, using certain permitted methodologies. To determine this pay ratio and our median employee, we looked at our employee population and utilized data as of October 31, 2023 (the “Determination Date”). In accordance with Item 402(u) of Regulation S-K, we identified the median employee by (i) aggregating for each applicable employee (A) base salary, (B) the target bonus or commission for 2023, (C) the estimated accounting value of any equity awards granted during 2023, and (ii) ranking this compensation measure for our employees from lowest to highest for employees who were employed on the Determination Date. This calculation was performed for all employees, excluding our President and Chief Executive Officer, whether employed on a full-time, part-time, seasonal or temporary basis. We did not make any material assumptions, adjustments or estimates with respect to total compensation. After identifying the median employee based on total cash compensation, we calculated annual total compensation for our median employee using the same methodology we use for our named executive officers as set forth in the Summary Compensation Table in this proxy statement. For 2023, the annual total compensation for Mr. Ingram, as reported in the Summary Compensation Table, was $1,661,338. The total compensation of our median employee was $308,371, resulting in an estimated pay ratio of 5:1. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.