DEF 14A of Sarepta Therapeutics, Inc., Apr 24, 2025

DEF 14A of Sarepta Therapeutics, Inc.

Filed Apr 24, 2025 · FY20240000950170-25-058003

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, 2025:

  3. Directors, Director Nominees and Executive Officers

    | Name | Age | Position(s)(5) | | Executive Officers | | | | Douglas S. Ingram | 62 | President and Chief Executive Officer; Class I Director | | Ian M. Estepan | 49 | Executive Vice President, Chief Financial Officer | | Cristin L. Rothfuss | 57 | Executive Vice President, Chief General Counsel and Corporate Secretary | | Bilal Arif | 53 | Executive Vice President, Chief Technical Operations Officer | | Louise Rodino-Klapac, Ph.D. | 47 | Executive Vice President, Head of R&D, Chief Scientific Officer | | Dallan Murray | 55 | Executive Vice President, Chief Customer Officer | | Non-Employee Directors | | | | Richard J. Barry(1)(2)(4) | 66 | Class II Director | | M. Kathleen Behrens, Ph.D.(1)(3) | 72 | Class II Director, Chairwoman of the Board of Directors | | Kathryn J. Boor, Ph.D.(4)(2) | 66 | Class I Director | | Michael Chambers(3) | 50 | Class I Director | | Deirdre Connelly(2)(4) | 64 | Class I Director | | Stephen L. Mayo, Ph.D.(3)(1) | 63 | Class II Director | | Claude Nicaise, M.D.(4) (3) | 72 | Class II Director | | Hans Wigzell, M.D., Ph.D.(2)(3) | 86 | 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 II Directors expires as of the date of the 2025 Annual Meeting, and the term of the Class I Directors expires as of the date of the 2026 Annual Meeting. 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. Mr. Ingram also currently serves on the board of Arrowhead Pharmaceuticals, Inc. 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. Mr. Estepan currently serves as Executive Chairman of AbBC Therapies, 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. Cristin L. Rothfuss has served as our Executive Vice President, Chief General Counsel since November 2024, and as our Corporate Secretary since March 2025. Ms. Rothfuss joined the Company in October 2018 as our Executive Director, Corporate Transactions, and served as our Vice President, Corporate Transactions from April 2020 until February 2021, and as our Deputy General Counsel from February 2021 until November 2024. Ms. Rothfuss has served as a member of the Board of Trustees of Boston Day and Evening Academy since 2018. Prior to joining the Company, Ms. Rothfuss served as the Executive Director of Institutional Initiatives for the Office of Technology Development (OTD) at Harvard University. In addition, also at Harvard University, Ms. Rothfuss served as the Director of Technology Transactions at OTD and the Executive Director of the Institute for Quantitative Social Science. Prior to that, Ms. Rothfuss served as the Director of Intellectual Property and Corporate Counsel for pSivida Ltd., biopharmaceutical company. Ms. Rothfuss started her career as a litigation associate at Ivey, Barnum & O’Mara and Bernstein, Cushner & Kimball, both of which are private law firms. Ms. Rothfuss holds a Bachelor of Arts degree in Political Science from Yale University and a J.D. from the University of Connecticut School of Law. 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 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 has served as a director of Cassava Sciences, Inc. since 2021 and was appointed Chief Executive Officer of Cassava Sciences, Inc. in September 2024. Mr. Barry had served as Executive Chairman of Cassava Sciences, Inc. beginning July 2024 until his appointment as Chief Executive Officer. Mr. Barry holds a Bachelor of Arts 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 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 and is a member of its nomination and governance committee. From 2019 to 2023, Dr. Boor 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.

  6. Directors, Director Nominees and Executive Officers

    Deirdre Connelly has served as a member of our Board since September 2024. She also serves as a member of our compensation committee and nominating and corporate governance committee. She retired as president, North America Pharmaceuticals for GlaxoSmithKline (GSK) in 2015, a role she had held since 2009. Prior to joining GSK, she was with Eli Lilly and Company, where she served as president, U.S. Pharmaceutical Operations from 2005 to 2009. During her 26-year career with Eli Lilly, she held a variety of executive positions, including senior vice president of human resources for the corporation, as well as vice president of human resources for pharmaceutical operations. Ms. Connelly currently serves on the board of directors at Macy’s Corporation and Lincoln Financial Group, in addition to serving as the Chairperson of the Board at Genmab A/B. Ms. Connelly holds a Bachelor’s degree in Economics and Business Management from Lycoming College and is a graduate of Harvard University's Advanced Management Program. Our nominating and corporate governance committee believes that Ms. Connelly’s extensive industry and significant leadership experiences qualify 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 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. Mr. 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 of Allogene Therapeutics, and is currently a member of its research and development committee and audit committee. In addition, he serves on the scientific advisory board of 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, and is chair of its compensation committee and a member of its nominating and corporate governance committee. Dr. Nicaise was appointed Chairman of the Board of Cassava Sciences, Inc. in September 2024. 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.

  7. Directors, Director Nominees and Executive Officers

    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. The Board believes that having a mix of directors with complementary qualifications, expertise, backgrounds and attributes is essential to meeting oversight responsibility. The 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 the Board of Directors as of April 24, 2025.

  8. 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. | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | Deirdre Connelly | ✓ | ✓ | ✓ | ✓ | | | ✓ | | Michael Chambers | ✓ | ✓ | ✓ | | | ✓ | | | Douglas S. Ingram | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Stephen L. Mayo, Ph.D. | ✓ | ✓ | | | ✓ | ✓ | ✓ | | Claude Nicaise, M.D. | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | Hans Wigzell, M.D., Ph.D. | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ |

  9. 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. | $130,646 | $237,525 | $248,782 | — | $616,952 | | Richard J. Barry | $106,893 | $237,525 | $248,782 | — | $593,200 | | Claude Nicaise, M.D. | $78,331 | $237,525 | $248,782 | — | $564,638 | | Hans Wigzell, M.D., Ph.D. | $85,713 | $237,525 | $248,782 | — | $572,020 | | Stephen L. Mayo, Ph.D. | $80,831 | $237,525 | $248,782 | — | $567,138 | | Michael Chambers | $68,331 | $237,525 | $248,782 | — | $554,638 | | Kathryn Boor, Ph. D. | $76,578 | $237,525 | $248,782 | — | $562,885 | | Deirdre Connelly | $19,418 | $356,216 | $355,341 | — | $730,975 |

  10. Overview of Named Executive Officer Compensation Program

    Overview of Named Executive Officer Compensation Program Objectives and Design The objectives of our executive officer compensation policies and programs are to attract and retain well-qualified senior executive management, to motivate their performance to attain clearly defined goals approved by the Board, and to align executives' long-term interests with those of our stockholders. In addition, our compensation committee believes that maintaining and improving the quality and skills of our executive management team, and appropriately incentivizing their performance, are critical factors affecting our stockholders’ realization of long-term value and the achievement of our short- and long-term financial and operational goals. While starting base salaries and benefits are fixed, merit salary increases, actual cash incentive awards and annual equity grants are based on performance measured against strategic and operational goals. We intend for total compensation, which we define as base salary, incentive cash compensation, equity compensation and benefits, to be competitive in the biopharmaceutical marketplace in which we compete for talent. Providing a competitive level of total compensation is essential to attracting and retaining executive level employees as we continue to advance our ambitious goals as an organization. The overall market for experienced management is highly competitive in the life sciences and biopharmaceutical industries. We face substantial competition in recruiting and retaining top professionals from companies ranging from large and established biopharmaceutical companies to entrepreneurial early-stage companies, which we expect will continue for the foreseeable future. Our compensation committee works closely with Aon, its independent compensation consultant, throughout the year to ensure that our compensation program remains competitive within the market in which we compete for talent. One of the services provided by Aon to our compensation committee is the identification of a market framework (including a peer group of companies) to use as a reference point for executive compensation decisions. Peer group benchmarking is one of the key factors considered by the compensation committee in setting named executive officer compensation levels and making other compensation decisions. The following executive compensation principles form the basis of the Company’s compensation philosophy and guided the compensation committee during 2024 in fulfilling its roles and responsibilities: • compensation levels and opportunities should be sufficiently competitive to facilitate the recruitment and retention of experienced executives in our highly competitive biopharmaceutical talent market; • compensation should reinforce our business strategy by integrating and communicating key metrics and operational performance objectives and by emphasizing at risk short- and long-term incentives in the total compensation mix; • compensation programs should align executives’ long-term financial interests with those of our stockholders by providing equity-based incentives without incentivizing the executives to take inappropriate risks in order to enhance their individual compensation; • executives with comparable levels of responsibility should be compensated comparably; and compensation should be transparent and easily understandable to both our executives and our stockholders. Parameters of the Executive Compensation Program, Including Performance Components The compensation committee believes that the total compensation package provided to our named executive officers, which combines both short- and long-term incentives, (i) is competitive without being excessive, (ii) is at an appropriate level to assure the retention and motivation of highly skilled and experienced leadership, (iii) is attractive to any additional talent that might be needed in a rapidly changing competitive landscape, (iv) avoids creating incentives for inappropriate risk-taking by the named executive officers that might be in their own self-interests, but might not necessarily be in the best short- and long-term interests of our stockholders, and (v) provides the appropriate incentives to our executives to create long-term organizational and stockholder value by granting to our executive officers (other than Mr. Ingram in 2024) equity awards with time-based four-year vesting periods and performance-based awards dependent on the achievement of important Company milestones that create value for stockholders. These vesting periods are designed to incentivize our named executive officers to focus on the long-term interests of the Company. They also reward sustained and continued outperformance over a multi-year period and reduce the potential for large payments based on short-term market dynamics that may be unrelated to company performance. In addition, equity awards with service-based vesting act as a retention mechanism as they raise the executives’ cost of pursuing external job opportunities. The compensation committee does not have a pre-established policy for allocating total compensation between cash and non-cash compensation, between long-term and currently paid-out compensation, or between fixed and variable compensation. In establishing the levels and components of compensation for the named executive officers, including the Chief Executive Officer, the compensation committee considers a number of factors, including analyses of compensation of peers and other companies in the biopharmaceutical industry, analyses of reports from Aon, the satisfaction of (or failure to satisfy) previously-developed performance measurements for the named executive officers and the Company, and the value and size of the total vested and unvested equity grants held by each of the named executive officers. A substantial portion of the 2024 target pay mix for each named executive officer is tied to our performance. This target pay mix was designed to better align the long-term interests of our named executive officers with those of our stockholders and to retain our executive talent. We believe that the components and pay mix of our 2024 named executive officer compensation program achieved an appropriate balance between managing the Company’s hiring and retention needs and paying for performance that increases stockholder value. Enhancing Compensation Practices with Stockholder Engagement and Feedback We have consistently worked with our stockholders during recent years to obtain their feedback on our compensation practices. At our 2024 annual meeting, our say-on-pay proposal was approved by approximately 87% of stockholders entitled to vote. Despite this strong support, management and the Board have continued to discuss our compensation practices with stockholders, including stockholders that voted against the Company’s say-on-pay proposals in previous years. Our Chairwoman and 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:

  11. Overview of Named Executive Officer Compensation Program

    Increased Focus on “At-risk” Awards. Beginning in 2022, the compensation committee granted PSUs to our executive officers (other than Mr. Ingram due to his outstanding performance-based stock option awards). In 2024, as previously disclosed, the compensation committee allocated approximately 50% of the long-term incentive opportunity to PSUs, continuing the increases in such proportion in recent years. The terms of the PSU awards reflected a mix of financial and key program milestones. In addition to providing retention value, the PSU awards are viewed by our compensation committee as a tool that further aligns our named executive officers interests with those of our stockholders, as the milestones used in the PSUs have the potential to 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., advancing our pipeline). Policies that Reflect Best Practices. The Company has established other policies that it believes reflect responsible pay and governance practices such as stock ownership requirements for directors and officers and a clawback policy (see page 57 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 performance-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 performance against such goals. 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 2024 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, (ii) the competitive annual market compensation that peer group companies pay to each individual executive serving in a similar position, (iii) the achievement of 2023 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 2024 compensation program as well as our compensation policies and practices.

  12. Overview of Named Executive Officer Compensation Program

    | 2024 NEO Compensation Program Components | | 2024 NEO Compensation Highlights | | Fixed | Base Salary | Named executive officers received a salary increase in 2024, in part informed by peer group and other market data provided by Aon. | | Variable/ Performance-Based | Bonus | Performance-based cash payment for CEO and other named executive officers was based on achievement of the 2024 corporate goals set by the compensation committee and Board. The compensation committee and Board 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 2024. • Granted equity awards to named executive officers (except for Mr. Ingram) in March 2024 consisted of stock options and RSUs with a four-year vesting period (see page 54 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 2024 with milestones related to both financial based metrics and operational objectives. The PSUs also contained various time-based vesting terms (see page 55 for details). In addition to serving as a retention tool, these PSUs further align our named executive officers' potential compensation with the achievement of important Company milestones. |

  13. Overview of Named Executive Officer Compensation Program

    | | Snapshot of Current Key Governance and Compensation Practices and Policies | | ✓ | A significant portion of pay is tied to Company operational or stock price performance, including PSUs | | ✓ | Stock Ownership Guidelines | | ✓ | Annual stockholder Say-on-Pay vote | | ✓ | Annual compensation risk assessment | | ✓ | Robust Clawback Policy | | ✓ | Ongoing Company and Board engagement with stockholders regarding Company compensation practices | | ✓ | Independent compensation consultant | | ✓ | Compensation committee chair and member rotation | | ✓ | Equity awards held by our named executive officers are not subject to automatic full acceleration on a change in control | | ✓ | 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 |

  14. 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 2024 compensation review, analysis and actions. Aon’s services generally included: • identifying an updated market framework (including a peer group of companies) to use as a reference point; • gathering data on our executive officer cash and equity compensation levels 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 2024. 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 2024 that exceeded $120,000.

  15. Detailed Analysis of 2024 Executive Compensation Program

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

  16. Detailed Analysis of 2024 Executive Compensation Program

    This peer group (the "2024 Peer Group") was selected after consideration of the following criteria: industry sector, stage of development (commercial), employee headcount, market capitalization and revenue. Amicus Therapeutics and Horizon Therapeutics, which were members of our 2023 peer group, were not included in the 2024 Peer Group as they no longer met all of the relevant criteria. Based on the approved peer group, Aon prepared an 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 2024, 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 2024 Peer Group as part of this assessment. 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 $6.2 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, individual performance, complexity of the position and tenure of the executive officer and internal comparability considerations. The Board approves our Chief Executive Officer’s base salary after reviewing the compensation committee’s recommendation. Based on the above and the results of the peer group compensation assessment and other data provided by Aon, we determined that base salaries for our named executive officers in 2024 generally reflected market competitive positioning. The base salary levels as of December 31, 2024 and December 31, 2023 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 the broad label expansion for Elevidys, and the need to retain the Company’s executive talent.

  17. Detailed Analysis of 2024 Executive Compensation Program

    | Name | Title | Bonus 2024(1) | Bonus 2023(2) | $ Change | % Change | | Douglas S. Ingram | President and Chief Executive Officer | $1,111,148 | $842,519 | $268,629 | 32% | | Ian M. Estepan | Executive Vice President, Chief Financial Officer | $430,206 | $365,930 | $64,276 | 18% | | Louise Rodino-Klapac, Ph.D. | Executive Vice President, Head of R&D, Chief Scientific Officer | $436,588 | $371,358 | $65,230 | 18% | | Bilal Arif | Executive Vice President, Chief Technical Operations Officer | $358,280 | $299,000 | $59,280 | 20% | | Dallan Murray | Executive Vice President, Chief Customer Officer | $409,435 | — | — | N/A | | Former Officers | | | | | | | Ryan E. Brown | Former Executive Vice President, Chief General Counsel and Corporate Secretary | $387,725(3) | $321,368 | $66,358 | 21% |

  18. Detailed Analysis of 2024 Executive Compensation Program

    (1) The 2024 bonus figure reflects a cash bonus received in March 2025. (2) The 2023 bonus figure reflects a cash bonus received in March 2024. (3) Mr. Brown remained a non-executive employee until March 24, 2025. The 2024 bonus figure reflects a cash bonus received in March 2025 based on his performance in 2024. 2024 Equity Incentive Compensation In March 2024, the compensation committee granted the named executive officers, except for Mr. Ingram, annual stock option awards, PSUs, and RSUs under our 2018 Plan. 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. The options vest as follows: 25% of the shares of our common stock underlying such options vested on March 1, 2025, 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 1, 2028, 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 1, 2025, and an additional 25% will vest on each anniversary of the grant date thereafter, such that the RSUs will be fully vested on March 1, 2028, subject to the named executive officer continuing to provide services to us through the applicable vesting date. The annual awards are a meaningful incentive mechanism. The value that our named executive officers will realize with respect to these grants of equity awards is variable and at-risk. 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. In addition, the RSUs and options provide meaningful retention value by vesting over a four-year period. Mr. Ingram did not receive any equity awards in 2024. 2024 PSUs In March 2024, we also granted our named executive officers, except for Mr. Ingram, PSUs. The milestones for theses PSUs are described below and are a combination of important financial and operational objectives in line with our patient first mission. The Board feels that these milestones are critical to the overall objectives of the business and further link compensation value to the achievement of activities that have the potential to drive stockholder value. Each named executive officer, except for Mr. Ingram, received PSU grants of 12,500 shares. The target value of these awards was based on market competitive targets using our peer group. The PSUs contain four separate milestones, as described below. The maximum percentage of the PSUs that can become earned under the award based on the achievement of any combination of Milestone One, Two, Three and Four (each as defined below) is 125%. The PSUs are earned upon the achievement of the following:

  19. Detailed Analysis of 2024 Executive Compensation Program

    Milestone One was achieved at the Non-Ambulatory level in the second quarter of 2024 following regulatory approval and label expansion of Elevidys in June 2024. As a result, 50% of the PSUs granted in March 2024 became earned and immediately vested on June 20, 2024. Milestone Two, Three and Four remain fully outstanding. Milestone Two and Three must be earned, if at all, by December 31, 2025. Milestone Four must be earned, if at all, by March 1, 2026. If achieved, these three milestones also contain a time-based vesting component, and any earned PSUs under these milestones will vest on March 1, 2026, subject to the named executive officer's ongoing service to the Company. When choosing milestones, the Board discusses with the compensation committee and senior management each of the proposed milestones. The compensation committee determines if any of the milestones have been earned and deemed "achieved" under the PSUs. Although the milestones are intended to be achievable with significant effort, we do not expect that every milestone will actually be attained or that each milestone will earn the highest percentage possible. 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 all of our U.S. employees who are age 21 or older are eligible to participate. For 2024, 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 alignment 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 his or her 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. All named executive officers and non-employee directors are in compliance 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. Equity Grant Practices

  20. Detailed Analysis of 2024 Executive Compensation Program

    Our compensation committee generally grants executive officers long-term incentives in the beginning of March after we have released information about our financial performance to the public. Officers generally receive grants on the effective date of their appointments. The compensation committee does not schedule equity award grant dates, including the grants of stock options, in anticipation of the release of material non-public information, and the Company does not have any plans, programs or practices of timing the release of material non-public information in order to affect the value of executive compensation. Tax Implications of the 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 authorizes 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 Company's independent compensation consultant, Aon, also provided a formal risk assessment to the compensation committee. 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.

  21. 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 | 2024 | $846,902 | — | — | $1,111,148 | $20,036 | $1,978,086 | | President and Chief Executive Officer | 2023 | $799,797 | — | — | $842,519 | $19,022 | $1,661,338 | | | 2022 | $740,025 | — | $123,314,818(4) | $865,829 | $18,022 | $124,938,694 | | Ian M. Estepan | 2024 | $656,961 | $772,020 | $845,250 | $430,206 | $48,085 | $2,752,522 | | Executive Vice President, | 2023 | $618,511 | $701,955 | $1,988,909 | $365,930 | $30,321 | $3,705,626 | | Chief Financial Officer | 2022 | $539,842 | $643,360 | $2,263,099 | $353,194 | $24,494 | $3,823,989 | | Louise Rodino-Klapac, Ph.D. | 2024 | $666,706 | $772,020 | $845,250 | $436,588 | $16,720 | $2,737,283 | | Executive Vice President, | 2023 | $641,063 | $701,955 | $1,988,909 | $371,358 | $15,706 | $3,718,991 | | Head of R&D, Chief Scientific Officer | 2022 | $616,962 | $643,360 | $2,263,099 | $403,650 | $14,706 | $3,941,777 | | Bilal Arif | 2024 | $545,200 | $772,020 | $845,250 | $358,280 | $18,388 | $2,539,138 | | Executive Vice President, | 2023 | $514,112 | $701,955 | $1,988,909 | $299,000 | $16,611 | $3,520,586 | | Chief Technical Operations Officer | 2022 | — | — | — | — | — | — | | Dallan Murray | 2024 | $621,842 | $772,020 | $845,250 | $409,435 | $17,776 | $2,666,323 | | Executive Vice President, | 2023 | — | — | — | — | — | — | | Chief Customer Officer | 2022 | — | — | — | — | — | — | | Former Officer | | | | | | | | | Ryan E. Brown | 2024 | $589,269 | $772,020 | $845,250 | $387,725 | $16,864 | $2,611,129 | | Former Executive Vice President, | 2023 | $550,249 | $701,955 | $1,988,909 | $321,368 | $15,850 | $3,578,331 | | Chief General Counsel and Corporate Secretary | 2022 | $507,968 | $643,360 | $2,263,099 | $300,639 | $14,753 | $3,729,818 |

  22. 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 Product Revenues(6) ($ Thousand) | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2024 | 1,978,086 | (14,532,010) | 2,661,279 | 5,829,423 | 94.23 | 113.84 | 235,239 | 1,787,960 | | 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 |

  23. 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, 2024 (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 2024, (C) the estimated accounting value of any equity awards granted during 2024, 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 2024, the annual total compensation for Mr. Ingram, as reported in the Summary Compensation Table, was $1,978,086. The total compensation of our median employee was $292,690, resulting in an estimated pay ratio of 7:1. 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.