Sarepta Therapeutics Inc

This non-binding advisory proposal asks stockholders to approve the 2025 compensation of the Company’s named executive officers as disclosed in the proxy statement. Management frames the program as designed to attract, retain and motivate senior executives and to align their long-term interests with stockholders through significant pay-for-performance components. The Board reduced 2025 target bonus opportunities mid-year in response to a strategic restructuring and capped actual payouts at 50% of original targets to reflect recalibrated goals, demonstrating responsiveness to shifting corporate priorities. The compensation mix includes both time-based and performance-based equity awards, short-term cash incentives tied to corporate goals, and retention-focused grants (including a significant CEO award granted in December 2025 tied to multi-year EBITDA performance). Management argues that these actions were necessary to retain critical leadership during a leadership transition and to drive execution of the Company’s revised strategic priorities, including cost savings, balance sheet actions and product and pipeline milestones. The Board also engaged with major stockholders during 2025-2026 and incorporated feedback into compensation decisions and disclosure. Because the vote is advisory, the Board and compensation committee will consider the outcome when making future compensation decisions but are not legally bound by it. Investors evaluating the proposal should weigh the Board’s retention and succession rationale and the presence of governance features (e.g., clawback and stock ownership guidelines) against the size and timing of CEO and other equity grants and the mid-year recalibration of goals.

This management proposal requests shareholder approval of a new 2026 Equity Incentive Plan to replace the 2018 Plan and to provide a fresh share reserve (6,740,000 shares, subject to adjustments and fungible counting rules) to fund equity awards for employees, non-employee directors and service providers. Management argues the existing share reserve under the 2018 Plan is insufficient to support anticipated grants over the next year and that approval is necessary to continue using equity as a primary retention and alignment tool, particularly amid an announced CEO retirement and ongoing leadership transitions. The 2026 Plan includes governance-aligned features—fungible share counting (options count as one share, full-value awards count as 1.26), a prohibition on option repricing without shareholder approval, limits on non-employee director compensation, no liberal recycling of shares for withholding, no reload options, dividend-equivalent rules, and a minimum one-year vesting requirement with narrowly defined exceptions. The Board analyzed historical share usage, projected burn rates, overhang and dilution metrics, and peer benchmarking in setting the requested share reserve and believes the proposed reserve is reasonable given expected hiring, promotions, and retention needs, while noting potential impacts of award mix on dilution. The 2026 Plan permits broad award types (ISOs, NSOs, SARs, RSUs, performance awards, substitute awards) and contains change-in-control and adjustment provisions consistent with market practice, as well as clawback recoupment language. A key governance consideration for investors is the Plan’s discretionary administrator powers (the compensation committee), including authority to determine recipients and award terms, subject to the Plan’s limits; investors should consider whether committee discretion and guardrails are adequate. Approval would also cancel remaining awards available under the 2018 Plan and allow awards to be granted under the new Plan through 2036; failure to approve would force management to rely more heavily on cash incentives or exhaust recruiting/retention flexibility.

This proposal asks shareholders to approve a new Employee Stock Purchase Plan that would supersede the company’s 2016 ESPP and authorize 1,500,000 shares for purchase through payroll deductions. Management frames the ESPP as a broad-based benefit to enable employees to acquire a stake in the company at a discount (typically 85% of the lesser of offering-period or exercise-date market price) and to promote retention and alignment of employee interests with stockholders. The plan’s mechanics (six-month offering periods by default, payroll deduction from 1–15% of eligible compensation, $25,000 annual value limit per participant, and a per-offering maximum per participant of 2,500 shares) are consistent with typical Section 423 ESPPs and intended to preserve favorable U.S. tax treatment for participants. The Administrator (compensation committee) retains discretion to set offering parameters, including purchase price, offering duration, and participant eligibility, subject to Section 423 limits; investors should note the degree of administrator discretion balanced against statutory qualification constraints. The ESPP contemplates adjustments for capitalization events and provides for the Administrator to suspend or terminate the plan, and it must be approved by shareholders to become effective. For governance-minded investors, relevant considerations include the requested share reserve relative to expected dilution from other incentive plans, the plan’s discount and look-back features, and the Company’s historical ESPP participation and purchases; management reports approximately 842 employees estimated eligible as of March 11, 2026. The Board recommends approval on the basis that the ESPP promotes employee ownership and retention and is a standard market practice for public companies.