SAREPTA THERAPEUTICS INC (SRPT)
Sector: Health Care
2026 Annual Meeting Analysis
SAREPTA THERAPEUTICS INC · Meeting: June 4, 2026
Directors FOR
1
Directors AGAINST
4
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Class I Directors
Against Analysis
As CEO and director since 2017, Ingram has full tenure overlap with severe stock underperformance: Sarepta's shares fell 83.9% over three years while the compensation peer group gained 29.4% on average (a gap of 113 percentage points, far exceeding the 20-point trigger), and the five-year record provides no relief (down 72.3% vs. peers up 38.0%), so the against vote stands.
Wigzell has served on the board since 2010, giving him full overlap with the sustained underperformance period; Sarepta's stock fell 83.9% over three years while peers rose 29.4% (a 113-percentage-point gap), and the five-year picture is equally poor, so the policy trigger fires without mitigation.
Boor joined in June 2022, which is more than 24 months ago and therefore outside the new-director exemption; her tenure fully overlaps the three-year measurement period during which Sarepta underperformed peers by 113 percentage points, so the policy trigger applies and the against vote is warranted.
Chambers joined in June 2022, placing him outside the 24-month new-director exemption; his tenure fully overlaps the three-year period of severe underperformance (Sarepta down 83.9% vs. peers up 29.4%, a 113-percentage-point gap), so the against vote is warranted.
For Analysis
Connelly joined the board in September 2024, which is within the 24-month window that exempts new directors from the TSR underperformance trigger, so she is not held accountable for performance that predates her tenure and receives a for vote.
Four of the five Class I nominees — Ingram, Wigzell, Boor, and Chambers — are voted AGAINST because Sarepta's stock has declined 83.9% over three years while the company's own disclosed peer group gained 29.4% on average, a gap of 113 percentage points that far exceeds the 20-point policy threshold for companies with negative absolute returns; the five-year record provides no relief. Connelly, who joined in September 2024, is exempt as a new director within the 24-month grace period and receives a FOR vote.
Say on Pay
✗ AGAINSTCEO
Douglas S. Ingram
Total Comp
$7,840,666
Prior Support
N/A
Sarepta's stock fell 83.9% over three years while the company's own peer group gained 29.4% on average — shareholders lost the vast majority of their investment while executives continued to receive substantial equity grants and bonuses. The CEO received $7,840,666 in total compensation in 2025, a year in which the stock dropped 67%, and the proxy discloses large equity award grants to all named executive officers including a single large award to the CEO covering performance stock awards and restricted stock units worth hundreds of millions of dollars in grant value, which is inconsistent with the shareholder experience. The pay-for-performance alignment test fails decisively: above-benchmark incentive pay was awarded while the company underperformed its peers by more than 113 percentage points over three years, making a for vote on executive compensation inappropriate under this policy.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
24 yrs
Audit Fees
$2,795,440
Non-Audit Fees
$1,097,585
KPMG has served since 2002 (approximately 24 years), which is just below the 25-year tenure threshold that would trigger a no vote; non-audit fees (tax fees of $1,086,525 plus other fees of $11,060, totaling $1,097,585) represent approximately 39% of audit fees of $2,795,440, which is comfortably below the 50% independence threshold; and KPMG is a Big 4 firm appropriate for a company of this size and complexity, so a for vote is warranted.
Overall Assessment
This ballot presents significant governance concerns at Sarepta: four of five Class I director nominees are voted AGAINST due to severe stock underperformance (down 84% over three years against peers up 29%), and the Say on Pay vote is also AGAINST given a clear disconnect between substantial executive pay and shareholder outcomes; only the new director Connelly and the auditor ratification receive FOR votes, with KPMG's 24-year tenure just below the policy threshold and non-audit fees well within acceptable limits.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing