| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 23, 2026, the Board of Directors (the “Board”) of Sarepta Therapeutics, Inc. (the “Company”) appointed Michael Severino, M.D. as Chief Executive Officer of the Company, effective July 28, 2026 (the “Effective Date”). Also on July 23, 2026, the Board appointed Dr. Severino, effective as of the Effective Date, as a Class I director, to serve until the Company’s 2028 annual meeting of stockholders. Dr. Severino will succeed Douglas Ingram, the Company’s current Chief Executive Officer. Mr. Ingram will depart from his position as Chief Executive Officer and a member of the Board as of the Effective Date. Mr. Ingram and the Company entered into a Consulting Agreement, dated July 26, 2026 (the “Consulting Agreement”), pursuant to which he will serve as consultant to the Company until December 31, 2026 in exchange for a monthly consulting fee of $15,000.
Dr. Severino, age 60, most recently served as Chief Executive Officer and a member of the board of directors of Tessera Therapeutics, Inc., a clinical-stage biotechnology company, and as a CEO-Partner at Flagship Pioneering from June 2022 to July 2026. Prior to that, Dr. Severino served as the Vice Chairman and President of AbbVie Inc., a pharmaceutical company, from December 2018 until June 2022, where he was responsible for research and development and oversaw corporate strategy. At AbbVie, he also served as Executive Vice President of Research and Development, Chief Scientific Officer. Prior to joining AbbVie, Dr. Severino served in roles of increasing responsibility at Amgen, Inc., leading to his appointment as Senior Vice President, Global Development and Chief Medical Officer. Dr. Severino received his M.D. from the Johns Hopkins University and his Bachelor of Science degree from the University of Maryland. Dr. Severino currently serves on the board of directors of Viatris Inc., where he is chair of its science and technology committee and a member of its audit committee, and on the board of directors of Avantor, Inc. where he is chair of its compensation and human resources committee.
In connection with the appointment of Dr. Severino as Chief Executive Officer, Dr. Severino and the Company entered into an Employment Agreement dated July 24, 2026, which sets forth the terms and conditions of his employment with the Company (the “Employment Agreement”). Pursuant to the Employment Agreement, Dr. Severino will be employed for an initial term of three (3) years, with automatic one (1)-year renewals thereafter subject to either party’s right to elect not to renew by providing sixty (60) days’ advance notice. Under the Employment Agreement, Dr. Severino is entitled to receive an annual base salary of $1,180,000 and will be eligible to participate in the Company’s bonus program with a target bonus of 110% of base salary. For 2026, Dr. Severino’s annual bonus will be paid based on performance at 100% of target and prorated based on his period of employment with the Company during the year.
In connection with Dr. Severino’s appointment as Chief Executive Officer, Dr. Severino will receive a sign-on grant of equity awards under the Company’s 2024 Employment Commencement Incentive Plan with a grant date value approximately equal to $35,000,000 (the “Sign-On Grant”). The Sign-On Grant is composed of (i) a 2026 annual equity grant with a grant date value approximately equal to $6,000,000, which represents a prorated grant for 2026, (ii) a 2027 annual equity grant with a grant date value approximately equal to $12,000,000, (iii) a new hire equity grant with a grant date value approximately equal to $3,000,000, and (iv) a make-whole equity grant with a grant date value approximately equal to $14,000,000 to compensate the Dr. Severino for relinquished equity awards from his prior employer (the “Make-Whole Grant”). The Sign-On Grant shall be made in the form of (y) restricted stock units, constituting approximately one-third of the grant date value of the Sign-On Grant, which vest in substantially equal installments on an annual basis over four years from the date of grant, generally subject to continued employment, and (z) premium priced stock options, constituting approximately two-thirds of the grant date value of the Sign-On Grant, which vest as to 25% of the options on the first anniversary of the date of grant, with monthly vesting in substantially equal installments thereafter over the next three years, generally subject to continued employment. In light of the inclusion of a 2027 annual equity grant in the Sign-On grant, Dr. Severino is not expected to receive a further annual equity grant in 2027.
Under the Employment Agreement, upon an involuntary termination of employment without Cause, including a non-renewal of the employment term by the Company, or a voluntary termination of employment for Good Reason (each as defined in the Employment Agreement and such termination, a “qualifying termination”), in each case not in the period beginning six-months before and ending 24 months following a change of control (the “change of control period”), Dr. Severino is entitled to (i) 18 months of base salary payable in the form of salary continuation,
