They have failed to act in the best interest of the company, and have failed to perform their duties, while directing or allowing the company to repeatedly make materially false and misleading statements. Under CEO Ingram, Sarepta has not met expectations and objectives. He has found fault elsewhere (regulators, study designs, pandemic complications), but never in himself. Today, Sarepta faces legal threats unlike at any point in the past. The allegations outlined in Case 1:25-cv-05317, filed in U.S. District Court, SDNY are disturbing; the actions of CEO Ingram, along with the lack of supervision by the listed directors, have exposed Sarepta to material liability risk. Sarepta is at risk of an irreparable break in the relationship with the Federal Drug Administration after failing for years to complete confirmatory trials related to PMO therapies. Even today, some trials haven’t completed. During the tenure of CEO Ingram (from June 26, 2017 to today (December 23, 2025)), equity shareholders were repeatedly diluted, Sarepta was loaded with debt, and owners saw huge losses. Sarepta’s stock price has dropped by over 39%, underperforming all but two surviving proxy peers, while NASDAQ Biotechnology Index is up over 84%. On 7/31/2017, Sarepta had 64.3 million shares outstanding; on 12/23/2025, it had over 104.8 million shares outstanding. When appointed, Sarepta had no debt; now, it owes approximately $1.05 billion in convertible notes (redeemable for 16 million shares) and pays over $45 million in interest annually. In February 2025, Sarepta invested $325 million in Arrowhead. Six months later, it was forced to sell/return its stake for just $224 million, losing $600 million based on today’s ARWR price of $69.50 per share. Weeks earlier, CEO Ingram had told investors not to dwell on the convertible debt due in 2027; it was years away. Today, it remains only partly resolved, at a great cost, and the rest hangs over the company. Similarly misleading was his assertion that the third death related to Sarepta’s gene therapies was not relevant and for this reason had not been disclosed; market reaction said otherwise. A law school graduate, he should have known about relevance and materiality. The above decisions and outcomes led to CEO Ingram being named worst Biotech CEO of 2025 by Statnews in December 2025. The other members in this proposal were alerted in 2025 of potential violations of Sarepta’s code of business conduct in relation to actions outlined in a Statnews article from July 29, 2024, but failed to investigate. They were asked to consider the performance and actions of CEO Ingram, and remove him; they were asked to consider reductions in compensation for directors, executives, and highly-compensated employees; they failed to take action every time. Despite the dismal performance during the CEO Ingram’s tenure, in December 2025, the members awarded him an equity grant worth up to $12 million. All of these directors have failed to perform their fiduciary duties. To quote: “You have sat too long here for any good you have been doing... In the name of God, go!”