DEF 14A of Solid Biosciences Inc.
Filed Apr 26, 2024 · FY20230001193125-24-118079
PROPOSAL NO. 1—ELECTION OF CLASS III DIRECTORS
PROPOSAL NO. 1—ELECTION OF CLASS III DIRECTORS Our Board is divided into three classes, with one class of our directors standing for election each year. Directors in each class are elected at the annual meeting of stockholders held in the year in which the term for their class expires and hold office for a three-year term until the election and qualification of their successors and subject to their earlier death, resignation or removal. In accordance with our Certificate of Incorporation and bylaws, our directors may fill existing vacancies on the Board by appointment. The members of the classes are divided as follows:
PROPOSAL NO. 1—ELECTION OF CLASS III DIRECTORS
| • | the Class I Directors are Alexander Cumbo, Sukumar Nagendran and Rajeev Shah and their term expires at the annual meeting of stockholders to be held in 2025; |
PROPOSAL NO. 1—ELECTION OF CLASS III DIRECTORS
| • | the Class II Directors are Clare Kahn, Adam Koppel, Adam Stone and Lynne Sullivan and their term expires at the annual meeting of stockholders to be held in 2026; and |
PROPOSAL NO. 1—ELECTION OF CLASS III DIRECTORS
| • | the Class III Directors are Martin Freed, Ilan Ganot, Georgia Keresty and Ian Smith and their term will expire at the Annual Meeting. |
PROPOSAL NO. 1—ELECTION OF CLASS III DIRECTORS
Our Certificate of Incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our Board. Our Certificate of Incorporation and bylaws also provide that our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds of the votes that all our stockholders would be entitled to cast in an annual election of directors, and that any vacancy on our Board, including a vacancy resulting from an enlargement of our Board, may be filled only by vote of a majority of our directors then in office. Our Board, on the recommendation of our nominating and corporate governance committee, has nominated Martin Freed, Ilan Ganot, Georgia Keresty and Ian Smith for election as Class III Directors at the Annual Meeting. Mr. Freed, Mr. Ganot, Ms. Keresty and Mr. Smith are standing for re-election by the stockholders at this Annual Meeting. Each director that is elected at the Annual Meeting will be elected to serve for a three-year term that will expire at our annual meeting of stockholders to be held in 2027. If no contrary indication is made, proxies in the accompanying form will be voted “FOR” Martin Freed, Ilan Ganot, Georgia Keresty and Ian Smith or, in the event that any of these candidates is not a candidate or is unable to serve as a director at the time of election (which is not currently expected), for any nominee who is designated by our Board to fill the vacancy. We have no formal policy regarding board diversity, but our corporate governance guidelines provide that the value of diversity should be considered and that the background and qualifications of the members of our Board considered as a group should provide a significant breadth of experience, knowledge, and ability to assist our Board in fulfilling its responsibilities. Our priority in selection of board members is identification of members who will further the interests of our stockholders through their established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, knowledge of our business, understanding of the competitive landscape and adherence to high ethical standards. Certain individual skills and qualifications of our directors, which we believe contribute to the effectiveness of the Board as a whole, are described in the paragraphs below.
Information Regarding Directors
Information Regarding Directors The information set forth below as to the directors and Director Nominees, which includes their name and age as of April 1, 2024, has been furnished to us by the directors and Director Nominees. OUR BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES.
Nominees for Election to the Board
Nominees for Election to the Board
Term Expiring at the 2027 Annual Meeting of Stockholders, if elected at the Annual Meeting (Class III)
Martin Freed, M.D., F.A.C.P. has served as a member of our Board of Directors since June 2018. Dr. Freed has served as an independent consultant to several private pharmaceutical, biotechnology, and healthcare companies, specializing in clinical and general pharmaceutical development and clinical and regulatory strategy since February 2015. He co-founded and served as Chief Medical Officer of Civitas Therapeutics, Inc., a biopharmaceutical company acquired by Acorda Therapeutics, Inc., from December 2010 to October 2014, and as Senior Vice President, Clinical Development of Acorda Therapeutics, Inc. from October 2014 to January 2015. He has also served as Chief Medical Officer at Adnexus Therapeutics, Inc. (acquired by Bristol-Myers Squibb) and Vitae Pharmaceuticals, Inc. Dr. Freed spent nearly 14 years at GlaxoSmithKline and its predecessor, SmithKline Beecham Pharmaceuticals or SmithKline Beecham, where he served numerous roles including vice president, clinical development and medical affairs in the metabolism therapeutic area. Dr. Freed currently serves on the Board of Directors for Avilar Therapeutics, Inc. He previously served on the Board of Directors for Sojournix, Inc., Dicerna Pharmaceuticals and Intekrin Therapeutics. Dr. Freed has been Board Certified in Internal Medicine, Nephrology and Clinical Pharmacology. He performed his internal medicine residency at Temple University Hospital and nephrology fellowship at Yale-New Haven Hospital. A Fellow of the American College of Physicians, Dr. Freed received a B.S. with distinction in biology from the University of Delaware and an M.D. from Pennsylvania State University’s College of Medicine. Dr. Freed is qualified to serve on our Board of Directors because of his extensive leadership experience, his public company board experience and his experience working in the healthcare sector. Ilan Ganot is one of our founders and has served as a member of our Board of Directors since our inception in 2013. He also served as our Chief Executive Officer from 2013 to December 2022 and as our President from June 2018 to December 2022. From December 2022 to December 2023, Mr. Ganot assisted with the transition of his duties to Mr. Cumbo and provided other consulting and advisory services, as requested from time to time by us. Mr. Ganot is currently the Chief Executive Officer and a member of the Board of Alesta Therapeutics, a biotechnology company focused on the development of innovative therapies targeting a subtype of Charcot Marie Tooth, a disease of the peripheral nervous system. Mr. Ganot is also a member of the Board of Directors of Minovia Therapeutics, a biotechnology company. Previously, Mr. Ganot served as an investment banker at JPMorgan Chase & Co., a leading global financial services firm, from September 2011 to September 2013. From October 2008 to August 2011, Mr. Ganot served as a banker at Nomura Securities Co., Ltd., a securities and investment banking company, and from September 2003 to September 2008, at Lehman Brothers, a global financial services firm. Mr. Ganot received his M.B.A. from London Business School and holds law and business degrees from the Interdisciplinary Center in Herzliya, Israel. Mr. Ganot also practiced corporate law in Israel and was a Captain in the Israeli Defense Forces. He is qualified to serve on our Board of Directors because of his personal dedication to improving treatments available for Duchenne patients, his extensive leadership experience and his extensive knowledge of our company based on his previous role as our Chief Executive Officer. Georgia Keresty, Ph.D., M.PH. has served as a member of our Board of Directors since March 2021. Since March 2023, Dr. Keresty has been serving as the Chief Operating Officer at a stealth mode biotechnology start-up company. Prior to this role, Dr. Keresty served as a senior advisor to Takeda R&D in 2021 and was their R&D Chief Operating Officer from 2017 to 2020. From 2003 to 2017 and from 1997 to 1999, she was an executive at Johnson & Johnson. From 1999 to 2003 and from 1983 to 1997, she held roles at Bristol-Myers Squibb Company and Novartis Pharmaceuticals Corporation (“Novartis”), respectively. Dr. Keresty holds BSc degrees in Chemical Engineering and Computer Science from Clarkson University and Ramapo College of New Jersey, an M.S. degree in Information Systems from Pace University, an MBA in Operations Management from Rutgers University, a Ph.D. in Operations Management from Rutgers University, and an MPH in Global Health Leadership from the University of Southern California. Dr. Keresty currently serves on the Board of Directors of Intellia Therapeutics, Inc. Dr. Keresty previously served on the Board of Directors of Aspen Technology, Inc. and Commissioning Agents, Inc. Dr. Keresty is also an NACD Board Leadership Fellow and Directorship Certified® since September 2020 and earned an NACD CERT Certificate in Cyber-Risk Oversight in January 2024. Dr. Keresty is qualified to serve on our Board of Directors because of her extensive leadership and governance experience, and her experience working in the healthcare sector. Ian F. Smith is Executive Chairman of our Board and has served as a member of our Board of Directors since April 2020 and served as a consultant to us from February 2020 to December 2021. Mr. Smith also served as director and Executive Chair of the Board of Directors of ViaCyte, Inc., a private biotechnology company, from July 2019 to September 2022. He is also the chairman of the Board of Directors of Rivus Pharmaceuticals, Inc. and iVexSol, Inc, and a member of the Board of Directors of Stoke Therapeutics, Inc., Foghorn Therapeutics Inc., and Alkeus Pharmaceuticals, Inc., which are all biotechnology companies. He is also a Senior Advisor to Bain Capital Life Sciences. Between 2001 and 2019, Mr. Smith served as Chief Financial Officer and then Chief Operating Officer at Vertex Pharmaceuticals Incorporated (“Vertex”), a public biotechnology company. He received a B.A. with honors in accounting and finance from Manchester Metropolitan University (UK). Mr. Smith is qualified to serve on our Board of Directors because of his more than 25 years of finance and broad operating experience for public companies in the biopharmaceutical industry.
2025 Annual Meeting of Stockholders (Class I)
Alexander Cumbo has served as our President and Chief Executive Officer and as a director since December 2022. Prior to that, Mr. Cumbo served as the President and Chief Executive Officer and as a director of AavantiBio, Inc. (“AavantiBio”), a gene therapy company, from October 2020 to December 2022, when we acquired AavantiBio. From January 2013 to October 2020, Mr. Cumbo held positions of increasing responsibility at Sarepta Therapeutics, Inc. (“Sarepta”), a precision genetic medicine company, ultimately serving as Executive Vice President, Chief Commercial Officer. From 2011 to 2013, Mr. Cumbo served as Vice President of Sales and Treatment Education for Vertex, launching Incivek, a treatment for hepatitis C, and from 2010 to 2011, he served as Area director for Vertex. Prior to Vertex, Mr. Cumbo served in multiple commercial roles supporting the HIV, HBV and cardiovascular franchises at Gilead Sciences, Inc., a biopharmaceutical company. Mr. Cumbo has served on the Board of Directors of Verve Therapeutics, Inc. since June 2022. Mr. Cumbo previously served on the Board of Directors of RA Pharmaceuticals, Inc., a clinical stage biopharmaceutical company acquired by UCB, Brussels, from November 2018 to April 2020. Mr. Cumbo received a Bachelor of Science in Laboratory Technology from Auburn University. Mr. Cumbo is qualified to serve on our Board of Directors based on his extensive and broad range of experience in the biopharmaceutical industry and his deep knowledge of our company as our Chief Executive Officer. Sukumar Nagendran, M.D. has served as a member of our Board of Directors since September 2018. Since December 2022, Dr. Nagendran has served as President, Head of Research and Development at Taysha Gene Therapies, Inc., a gene therapy company, and he has served as a member of their Board of Directors since July 2020. Prior to that, he was the Chief Medical Officer and President of Research and Development at Jaguar Gene Therapy, a biotechnology company (“Jaguar”), from February 2020 to December 2022. Prior to Jaguar, Dr. Nagendran was Chief Medical Officer and Senior Vice President of AveXis Inc., a clinical-stage gene therapy company (“AveXis”), from September 2015 to July 2018, prior to the company’s acquisition by Novartis. Prior to AveXis, Dr. Nagendran was Vice President of Medical Affairs of Quest Diagnostics, a provider of diagnostic information services, from March 2013 to September 2015. Prior to Quest Diagnostics, Dr. Nagendran held key leadership positions at Pfizer Inc. (“Pfizer”), Novartis, Daiichi Sankyo, and Reata Pharmaceuticals. Prior to moving to the biotech industry, Dr. Nagendran practiced internal medicine, with a focus on diabetes and cardiovascular disease. He is a Mayo Alumni Laureate and founding member of the Robert Wood Johnson Legacy Society. He is also the sponsor for the Fonseca-Nagendran Scholar award at the American Diabetes Association to enhance research in minority populations. Dr. Nagendran currently serves on the Board of Directors of SalioGen Therapeutics. Dr. Nagendran received his undergraduate degree in Biochemistry from Rutgers University and his M.D. from Rutgers Medical School and trained in Internal Medicine at Mayo Clinic, Rochester. Dr. Nagendran is qualified to serve on our Board of Directors because of his extensive leadership experience and his experience working in the healthcare sector. Rajeev Shah has served as a member of our Board of Directors since March 2017. Mr. Shah has been a Managing Partner at RA Capital Management, L.P. (“RA Capital Management”) since 2004. RA Capital Management is a multi-stage investment manager dedicated to evidence-based investing in public and private healthcare and life science companies that are developing drugs, medical devices, diagnostics and research tools. Mr. Shah currently serves on the Board of Directors of Abcuro, Inc., a private biotechnology company. Mr. Shah was previously a member of the Board of Directors of Black Diamond Therapeutics, Inc., Satsuma Pharmaceuticals, Inc., Kala Pharmaceuticals, Inc., Eidos Therapeutics, Inc., KalVista Pharmaceuticals, Inc. and Ra Pharmaceuticals, Inc., all public pharmaceutical companies. Mr. Shah received a B.A. in Chemistry from Cornell University. Mr. Shah is qualified to serve on our Board of Directors because of his leadership and financial experience at RA Capital Management, his experience in the biopharmaceutical industry and his experience with life science investments.
2026 Annual Meeting of Stockholders (Class II)
Clare Kahn, Ph.D. has served as a member of our Board of Directors since March 2021 and has served as a consultant to us since June 2022. Dr. Kahn has served as R&D Strategy Officer at X-VAX Technology Inc. (“X-VAX”), a biotechnology company developing vaccines against pathogens acquired by mucosal infection such as herpes, since September 2019. She served as Chief Regulatory and Preclinical Development Officer at X-VAX from September 2018 to September 2019. Dr. Kahn has also been the president of Clare Kahn Pharma Consulting LLC, through which she provides consulting services on regulatory strategy since July 2016. Dr. Kahn was previously Vice President, Worldwide Regulatory Strategy, Global Innovative Pharma at Pfizer from January 2014 to June 2016 and Vice President, Worldwide Regulatory Strategy, Specialty Care Business at Pfizer from June 2010 to December 2013. Prior to Pfizer, she was Vice President of Regulatory Affairs for a variety of therapeutic areas including cardiovascular, metabolic, urology, oncology and vaccines at GlaxoSmithKline from 1999 to 2010. Dr. Kahn has a Ph.D. in Biochemical Pharmacology from The Royal Postgraduate Medical School, London and served as Assistant Professor of Pharmacology and of Pathology and Laboratory Medicine at The University of Pennsylvania from 1981 to 1985. Dr. Kahn is qualified to serve on our Board of Directors because of her extensive leadership experience and her experience working in the healthcare sector. Adam Koppel, M.D., Ph.D. has served as a member of our Board of Directors since December 2022 and, prior to that, served as a member of our Board of Directors from October 2017 to June 2022. Dr. Koppel has served as Partner of Bain Capital Life Sciences, a private equity fund that invests in pharmaceutical, biotechnology, medical device, diagnostic, and life science tool companies across the globe, since June 2016. He initially joined Bain Capital Public Equity in 2003 where he was a leader within the healthcare sector until mid-2014. During the period from mid-2014 to mid-2016, Dr. Koppel worked at Biogen Inc., a biotechnology company, where he served as EVP of Corporate Development and Chief Strategy Officer. Prior to joining Bain Capital in 2003, Dr. Koppel was an Associate Principal at McKinsey & Co., a management consulting firm, where he served a variety of healthcare companies. Dr. Koppel currently serves on the Board of Directors of Areteia Therapeutics, Cardurion Pharmaceuticals, Inc., Cerevel Therapeutics Holdings, Inc., and Foghorn Therapeutics Inc. Previously, Dr. Koppel served on the Board of Directors of Dicerna Pharmaceuticals, Inc., Trevena Inc., PTC Therapeutics, Inc, Aptinyx Inc., BCLS Acquisition Corp. and ViaCyte, Inc. Dr. Koppel received an M.D. and Ph.D. in Neuroscience from the University of Pennsylvania School of Medicine. He also received an M.B.A. from The Wharton School at the University of Pennsylvania, where he was a Palmer Scholar. He graduated magna cum laude from Harvard University with an A.B. and A.M. in History and Science. Dr. Koppel is qualified to serve on our Board of Directors because of his extensive leadership experience, his public company board experience and his experience working in the healthcare sector. Adam Stone has served as a member of our Board of Directors since November 2015. Mr. Stone is currently the Chief Investment Officer of Perceptive Advisors, a life sciences focused investing firm, where he has worked since 2006. Since July 2021 and February 2021, respectively, Mr. Stone has served as a director and Chief Executive Officer of ARYA Sciences Acquisition Corp V and ARYA Sciences Acquisition Corp IV. Mr. Stone is currently a member of the Board of Directors of Immatics N.V., a public biopharmaceutical company, and LianBio and Xontogency LLC, both private companies, and he previously served as a member of the Board of Directors of Renovia Inc. and Prometheus Biosciences, Inc. Mr. Stone received a B.A. in molecular biology from Princeton University. Mr. Stone is qualified to serve on our Board of Directors because of his extensive experience developing early-stage biotech and healthcare companies. Lynne Sullivan has served as a member of our Board of Directors since November 2015. Ms. Sullivan has served as the Chief Financial Officer for UNITY Biotechnology, Inc., a biotechnology company, since August 2020. Prior to that, Ms. Sullivan served as the Chief Financial Officer for Compass Therapeutics, LLC (“Compass”), a biotechnology company, from December 2018 to August 2019. Prior to Compass, Ms. Sullivan served as Biogen Inc.’s senior vice president of Finance from 2016 to December 2018, where she also served as vice president of Tax and Corporate Finance from February 2015 to March 2016 and vice president of Tax from April 2008 to February 2015. Ms. Sullivan is currently a member of the Board of Directors of Inozyme Pharma, Inc., a public biopharmaceutical company. She previously served as a member of the Board of Directors of BiomX Inc. She received an M.S. in Taxation from Bentley University and a B.S.B.A. from Suffolk University. Ms. Sullivan was a Certified Public Accountant for over 20 years. Ms. Sullivan is qualified to serve on our Board of Directors because of her extensive experience in public accounting and financial expertise and her experience working in the healthcare sector.
Committees of the Board
| • | reviewing and making recommendations to our Board of Directors with respect to director compensation; |
Identification and Evaluation of Nominees for Directors
Identification and Evaluation of Nominees for Directors The nominating and corporate governance committee identifies nominees for director by first evaluating the current members of our Board willing to continue in service. Current members with qualifications and skills that are consistent with the nominating and corporate governance committee’s criteria for Board service and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of our Board with that of obtaining a new perspective or expertise. If any member of our Board does not wish to continue in service or if our Board decides not to re-nominate a member for re-election, the nominating and corporate governance committee will identify a new nominee that meets the criteria above. The committee generally inquires of our Board and members of management for their recommendations. The committee may also review the composition and qualification of the boards of directors of our competitors, and may seek input from industry experts or analysts. The nominating and corporate governance committee reviews the qualifications, experience and background of suggested candidates. Final candidates, if other than our current directors, would be interviewed by the members of the nominating and corporate governance committee and by certain of our other independent directors and executive management. In making its determinations, the nominating and corporate governance committee evaluates each individual in the context of our Board as a whole, with the objective of assembling a group that can best contribute to the success of the Company and represent stockholder interests through the exercise of sound judgment. After review and deliberation of all feedback and data, the nominating and corporate governance committee makes its recommendation to our Board. We have not received director candidate recommendations from our stockholders and do not have a formal policy regarding consideration of such recommendations. However, any recommendations received from stockholders will be evaluated in the same manner that potential nominees suggested by Board members, management or other parties are evaluated. We do not intend to treat stockholder recommendations in any manner different from other recommendations. Under our bylaws, stockholders wishing to propose a candidate for director should write to our secretary. In order to give the nominating and corporate governance committee sufficient time to evaluate a recommended candidate and/or include the candidate in our proxy statement for the 2025 annual meeting of stockholders, the recommendation should be received by our secretary at our principal executive offices in accordance with our procedures detailed in the section below entitled “Stockholder Proposals”. Such submissions must state the nominee’s name, together with appropriate biographical information and background materials, and information with respect to the stockholder or group of stockholders making the recommendation, including the number of shares of common stock owned by such stockholder or group of stockholders, as well as other information required by our bylaws. We may require any proposed nominee to furnish such other information as we may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such proposed nominee.
Non-Employee Director Compensation
Non-Employee Director Compensation Non-employee director compensation is set by our Board of Directors at the recommendation of our compensation committee. In 2023, the compensation committee retained Radford, an AON Hewitt company, to assist in assessing our non-employee director compensation program and provide recommendations with respect to the compensation program. Under our current director compensation program, we pay our non-employee directors a cash retainer for their service on the Board of Directors and for their service on each committee of which the director is a member. The chairs of each committee receive higher retainers for such service. These fees are payable in arrears in equal semi-annual installments not later than the 15th business day following the end of the second and fourth calendar quarters, provided that the amount of such payment will be prorated for any portion of such semi-annual period that the director is not serving on the Board, on such committee or in such position. The fees paid to non-employee directors for their service on the Board of Directors and for their service on each committee of the Board of Directors of which the director is a member are as follows:
Non-Employee Director Compensation
| Committee | Member Annual Fee | Chairperson Incremental Annual Fee | | Board of Directors | $40,000 | $35,000 | | Audit Committee | 7,500 | 7,500 | | Clinical Committee | 7,500 | 7,500 | | Compensation Committee | 5,000 | 5,000 | | Nominating and Corporate Governance Committee | 4,000 | 4,000 |
Non-Employee Director Compensation
We also reimburse our non-employee directors for reasonable out-of-pocket business expenses incurred in connection with the performance of their duties as directors, including travel expenses in connection with their attendance in person at our Board of Director and committee meetings. In addition, under our current director compensation program, each new non-employee director elected to our Board of Directors will receive an option (the “Initial Option”) to purchase 19,300 shares of our common stock under the 2020 Plan. Each of these options vest in equal annual installments over a three-year period measured from the date of grant, subject to the director’s continued service as a director. Further, on the date of our annual meeting of stockholders, each non-employee director that has served on our Board of Directors for at least six months prior to such annual meeting will receive an option (the “Annual Option”) to purchase 9,650 shares of our common stock under our 2020 Plan. Each of these options vest in full on the earlier to occur of the one-year anniversary of the grant date and immediately prior to our first annual meeting of stockholders occurring after the grant date, subject to the director’s continued service as a director. All options granted to our non-employee directors under our director compensation program will be issued at exercise prices equal to the fair market value of our common stock on the date of grant and will become exercisable in full in the event of a change in control. This program is intended to provide compensation for our non-employee directors in a manner that enables us to attract and retain outstanding director candidates and reflects the substantial time commitment necessary to oversee our affairs. We also seek to align the interests of our directors and our stockholders, and we have chosen to do so by compensating our non-employee directors with a mix of cash and equity-based compensation. The table below shows the compensation paid to our non-employee directors during 2023.
Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | Stock Awards ($)(1)(3) | All Other Compensation ($) | Total ($) | | Ian Smith | 75,000 | 403,644(4) | 350,002(5) | — | 828,647 | | Ilan Ganot | 40,000 | 54,221(6) | — | 807,867(7) | 902,088 | | Clare Kahn, Ph.D. | 51,500 | 54,221(6) | — | — | 105,721 | | Martin Freed, M.D., F.A.C.P. | 60,000 | 54,221(6) | — | — | 114,221 | | Robert Huffines(8) | 17,205 | — | — | — | 17,205 | | Georgia Keresty, Ph.D., M.PH. | 47,500 | 54,221(6) | — | — | 101,721 | | Adam Koppel, M.D., Ph.D. | 40,000 | 54,221(6) | — | — | 94,221 | | Sukumar Nagendran, M.D. | 52,500 | 54,221(6) | — | — | 106,721 | | Rajeev Shah | 50,000 | 54,221(6) | — | — | 104,221 | | Adam Stone | 55,500 | 54,221(6) | — | — | 109,721 | | Lynne Sullivan | 59,000 | 54,221(6) | — | — | 113,221 |
Non-Employee Director Compensation
| (1) The amount in this column represents the aggregate grant date fair value of the award as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). The assumptions used in calculating the grant date fair value of the award reported in this column are set forth in Note 10 to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023. |
Non-Employee Director Compensation
| (2) As of December 31, 2023, our non-employee directors held options to purchase shares of our common stock as follows: Mr. Smith: 154,394 shares; Mr. Ganot: 115,914 shares; Dr. Kahn: 28,032 shares; Dr. Freed: 31,030 shares; Mr. Huffines: 0 shares; Dr. Keresty: 25,366 shares; Dr. Koppel: 21,966 shares; Dr. Nagendran: 29,365 shares; Mr. Shah: 28,032 shares; Mr. Stone: 28,032 shares; and Ms. Sullivan: 28,032 shares. |
Non-Employee Director Compensation
| (3) As of December 31, 2023, our non-employee directors held restricted stock units (“RSUs”) with respect to shares of our common stock as follows: Mr. Smith: 15,570 RSUs and Mr. Ganot: 11,650 RSUs. |
Non-Employee Director Compensation
| (4) Consists of (i) an option to purchase 70,796 shares of our common stock granted on January 3, 2023 in respect of his services as Executive Chairman and (ii) an option to purchase 9,650 shares of our common stock granted on June 6, 2023 in accordance with our non-employee director compensation program. |
Non-Employee Director Compensation
| (5) Consists of 62,278 RSUs granted on January 3, 2023 in respect of his services as Executive Chairman. |
Non-Employee Director Compensation
| (6) Consists of an option to purchase 9,650 shares of our common stock granted on June 6, 2023 in accordance with our non-employee director compensation program. |
Non-Employee Director Compensation
| (7) Represents (i) $229,167 in consulting fees paid to Mr. Ganot in connection with his Ganot Consulting Agreement (as defined below) and (ii) $578,700 in severance payments (representing continued payment of his former base salary) made to Mr. Ganot pursuant to the Ganot Transition Agreement (as defined below). For further information about our Consulting Agreement and Transition Agreement, see “Transactions with Related Persons” below. |
Non-Employee Director Compensation
| (8) Resigned from our Board effective June 6, 2023. |
Non-Employee Director Compensation
In respect of his services as Executive Chairman of our Board, on January 3, 2024, we granted Mr. Smith an option to purchase 15,112 shares of our common stock and 13,021 RSUs. Annie Ganot, who is the wife of Ilan Ganot and one of our co-founders, serves as our Vice President, Patient Advocacy. The compensation she receives in connection with such service is set forth below under “Transactions with Related Persons.” During 2023, we did not provide any compensation to Mr. Cumbo, our President and Chief Executive Officer, for his service as a member of our Board. Mr. Cumbo’s compensation as an executive officer is set forth below under “Executive Compensation—2023 Summary Compensation Table.” REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF SOLID BIOSCIENCES INC. The audit committee is appointed by the Board to assist the Board in fulfilling its oversight responsibilities with respect to (1) the integrity of our financial statements and financial reporting process and systems of internal controls regarding finance, accounting, and compliance with legal and regulatory requirements, (2) the qualifications, independence, and performance of our independent registered public accounting firm, (3) the performance of our internal audit function, if any, and (4) other matters as set forth in the charter of the audit committee approved by the Board. Management is responsible for the preparation of the Company’s financial statements and the financial reporting process, including its system of internal control over financial reporting and its disclosure controls and procedures. The independent registered public accounting firm is responsible for performing an audit of the Company’s financial statements in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”) and issuing a report thereon. The audit committee’s responsibility is to monitor and oversee these processes. In connection with these responsibilities, the audit committee reviewed and discussed with management and the independent registered public accounting firm the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2023. The audit committee also discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the PCAOB and SEC. In addition, the audit committee received written communications from the independent registered public accounting firm confirming their independence as required by the applicable requirements of the PCAOB and has discussed with the independent registered public accounting firm their independence. Based on the reviews and discussions referred to above, the audit committee recommended to the Board that the audited consolidated financial statements of the Company be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 that was filed with the SEC. THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF SOLID BIOSCIENCES INC. Lynne Sullivan, Chairperson Georgia Keresty, Ph.D. Adam Stone
2023 Summary Compensation Table
2023 Summary Compensation Table The following table contains information about the compensation paid to or earned by each of our Named Executive Officers for the years ended December 31, 2023 and 2022.
2023 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | All Other Compensation ($) | Total ($) | | Alexander Cumbo, | 2023 | 585,000 | 321,750 | — | — | 11,800(5) | 918,630 | | President and Chief Executive Officer | 2022 | 45,519(4) | — | 774,820 | 1,379,873 | — | 2,200,212 | | Kevin Tan, | 2023 | 416,146(6) | 170,000 | 270,000 | 478,279 | 11,880(5) | 1,346,305 | | Chief Financial Officer | | | | | | | | | David Tyronne Howton, | 2023 | 455,000 | 182,000 | — | — | 11,880(5) | 648,880 | | Chief Operating Officer, General Counsel and Secretary | 2022 | 35,030(7) | — | 353,428 | 629,412 | — | 1,017,870 | | Carl Morris, Ph.D., | 2023 | 233,188 | 66,107(9) | 346,903 | 519,798 | 393,453(10) | 1,559,449 | | Former Chief Scientific Officer, Neuromuscular(8) | 2022 | 430,500 | 66,106 | 83,620 | 288,154 | 5,343(5) | 873,723 |
2023 Summary Compensation Table
| (1) Except where noted otherwise, represents annual bonuses earned in the calendar year and paid to the Named Executive Officers after the completion of each calendar year at the discretion of our Board of Directors. |
2023 Summary Compensation Table
| (2) The amounts in this column (i) represent the aggregate grant date fair value of the RSUs granted to the Named Executive Officers in the respective calendar years as computed in accordance with FASB ASC Topic 718 and (ii) for Dr. Morris in 2023, includes $79,644 of incremental fair value related to previously granted RSUs that were modified in May 2023, computed as of the modification date in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSUs are set forth in Note 10 to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023. See “—Narrative Disclosure to Summary Compensation Table—Equity Incentives” below for a description of the modified RSUs. |
2023 Summary Compensation Table
| (3) The amounts in this column (i) represent the aggregate grant date fair value of the options granted to the Named Executive Officers in the respective calendars years as computed in accordance with FASB ASC Topic 718 and (ii) for Dr. Morris in 2023, includes $47,017 of incremental fair value related to previously granted options that were modified in May 2023, computed as of the modification date in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the options are set forth in Note 10 to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023. See “—Narrative Disclosure to Summary Compensation Table—Equity Incentives” below for a description of the modified options. |
2023 Summary Compensation Table
| (4) Mr. Cumbo commenced employment with us on December 2, 2022. The salary reported for 2022 reflects the pro rata portion of Mr. Cumbo’s annualized salary of $585,000 that was earned during 2022. |
2023 Summary Compensation Table
| (5) Reflects a matching contribution under our 401(k) plan. |
2023 Summary Compensation Table
| (6) Mr. Tan commenced employment with us on January 9, 2023. The salary reported reflects the pro rata portion of Mr. Tan’s annualized salary of $425,000 that was earned during 2023. |
2023 Summary Compensation Table
| (7) Mr. Howton commenced employment with us on December 2, 2022. The salary reported for 2022 reflects the pro rata portion of Mr. Howton’s annualized salary of $455,000 that was earned during 2022. |
2023 Summary Compensation Table
| (8) Dr. Morris resigned as Chief Scientific Officer effective as of July 14, 2023. |
2023 Summary Compensation Table
| (9) Reflects a retention bonus paid to Dr. Morris in April 2023. |
2023 Summary Compensation Table
| (10) All other compensation for 2023 reflects: (i) a matching contribution under our 401(k) plan of $8,140, (ii) severance payments of $369,513 pursuant to the Morris Transition and Separation Agreement (as defined below) (which consists of continued payment of his 2023 base salary and a lump sum payment of $172,200, which is equal to 100% of his target bonus for 2023), (iii) and consulting payments of $15,800 pursuant to the Morris Consulting Agreement (as defined below). |
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End The following table sets forth information regarding equity awards held by our Named Executive Officers as of December 31, 2023.
Outstanding Equity Awards at 2023 Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares of stock that have not vested (#) | Market value of shares of stock that have not vested ($)(1) | | Alexander Cumbo | 57,226 | 171,674(2) | 6.77 | 12/2/2032 | | | | | | | | | 85,847(3) | 527,100 | | Kevin Tan | — | 90,000(4) | 6.00 | 1/9/2033 | | | | | | | | | 45,000(5) | 276,300 | | David Tyronne Howton | 26,103 | 78,307(2) | 6.77 | 12/2/2032 | | | | | | | | | 39,154(3) | 240,406 | | Carl Morris, Ph.D. | 13,590 | —(6) | 393.45 | 2/14/2028 | | | | | 4,000 | —(6) | 343.95 | 1/23/2029 | | | | | 2,349 | 784(7) | 52.05 | 1/27/2030 | | | | | 5,832 | 5,834(8) | 102.00 | 1/25/2031 | | | | | 2,466 | 7,400(9) | 16.95 | 1/27/2032 | | | | | 6,577 | 13,156(10) | 8.25 | 5/2/2032 | | | | | | 95,110(11) | 5.62 | 1/3/2033 | | | | | | | | | 3,700(12) | 22,718 | | | | | | | 47,555(13) | 291,988 |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (1) Based on the $6.14 closing sale price of our common stock on December 29, 2023 as reported by the Nasdaq Global Select Market. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (2) This option was granted on December 2, 2022 as an inducement grant. The option is subject to vesting with respect to 25% of the shares underlying the option on the first anniversary of the grant date and as to an additional 2.0833% of the original number of shares underlying the option monthly thereafter through the fourth anniversary of the grant date. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (3) These RSUs were granted on December 2, 2022 as inducement grants. The RSUs vest in equal annual installments over a term of four years from the date of grant. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (4) These options were granted on January 9, 2023 as an inducement grant. The option is subject to vesting with respect to 25% of the shares underlying the option on the first anniversary of the grant date and as to an additional 2.0833% of the original number of shares underlying the option monthly thereafter through the fourth anniversary of the grant date. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (5) These RSUs were granted on January 9, 2023 as inducement grants. The RSUs vest in equal annual installments over four years from the date of grant. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (6) This option is fully vested. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (7) This option was granted on January 27, 2020 under the 2018 Omnibus Incentive Plan (the “2018 Plan”) and is subject to vesting in equal annual installments over four years from the vesting start date through and including January 27, 2024. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (8) This option was granted on January 25, 2021 under the 2020 Plan and is subject to vesting in equal annual installments over four years from the vesting start date through and including January 25, 2025. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (9) This option was granted on January 27, 2022 under the 2020 Plan and is subject to vesting in equal annual installments over four years from the vesting start date through and including January 27, 2026. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (10) This option was granted on May 2, 2022 under the 2020 Plan and is subject to vesting in equal annual installments over three years from the vesting start date through and including May 2, 2025. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (11) This option was granted on January 3, 2023 under the 2020 Plan and is subject to vesting with respect to 25% of the shares underlying the option on the first anniversary of the grant date and as to an additional 2.0833% of the original number of shares underlying the option monthly thereafter through the fourth anniversary of the grant date. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (12) Consists of RSUs granted on January 27, 2022 under the 2020 Plan. The RSUs vest in equal annual installments over a term of four years from the date of grant. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (13) Consists of RSUs granted on January 3, 2023 under the 2020 Plan. The RSUs vest in equal annual installments over a term of four years from the date of grant. |
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and other named executive officers (the “Non-PEO NEOs”) and Company performance for the fiscal years listed below. The compensation committee did not consider the pay versus performance disclosure below in making its compensation decisions for any of the years shown.
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for First PEO¹ ($) | Summary Compensation Table Total for Second PEO¹ | Compensation Actually Paid to First PEO(1)(2)(3) ($) | Compensation Actually Paid to Second PEO(1)(2)(3) ($) | 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 $100 Investment based on Total Shareholder Return(4) ($) | Net Income ($ Millions) | | 2023 | — | 918,630 | — | 862,406 | 1,184,878 | 1,051,672 | 23.39 | (96.02) | | 2022 | 2,205,508 | 2,200,212 | 1,704,198 | 1,627,647 | 1,077,118 | 825,433 | 20.50 | (85.98) |
Pay Versus Performance Disclosure
| 1. | Ilan Ganot was our PEO until December 2, 2022 (“First PEO”). Alexander Cumbo has been our PEO since December 2, 2022 (“Second PEO”). The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
Pay Versus Performance Disclosure
| 2022 | 2023 | | Carl Morris, Ph.D. | Kevin Tan | | David Tyronne Howton | Carl Morris, Ph.D. | | Erin Powers Brennan | David Tyronne Howton |
Pay Versus Performance Disclosure
| 2. | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect the actual amount of compensation actually earned, realized, or received by the Company’s NEOs during the applicable years. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
Pay Versus Performance Disclosure
| 3. | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock |
Pay Versus Performance Disclosure
| Awards and Option Awards columns set forth in the Summary Compensation Table (the amounts for the Non-PEO NEOs are averages for the group of Non-PEO NEOs in each applicable year). |
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for First PEO ($) | Exclusion of Stock Awards and Option Awards for First PEO ($) | Inclusion of Equity Values for First PEO ($) | Compensation Actually Paid to First PEO ($) | | 2022 | 2,205,508 | (842,215) | 340,905 | 1,704,198 |
Pay Versus Performance Disclosure
| Year | Summary Compensation Table Total for Second PEO ($) | Exclusion of Stock Awards and Option Awards for Second PEO ($) | Inclusion of Equity Values for Second PEO ($) | Compensation Actually Paid to Second PEO ($) | | 2023 | 918,630 | — | (56,224) | 862,406 | | 2022 | 2,200,212 | (2,154,693) | 1,582,128 | 1,627,647 |
Pay Versus Performance Disclosure
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 1,184,878 | (538,327) | 405,121 | 1,051,672 | | 2022 | 1,077,118 | (588,295) | 336,610 | 825,433 |
Pay Versus Performance Disclosure
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Pay Versus Performance Disclosure
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Outstanding and Unvested as of Last Day of Year for First PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Outstanding and Unvested Equity Awards Granted in any Prior Year for First PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for First PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards Granted in any Prior Year that Vested During Year for First PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for First PEO ($) | Total - Inclusion of Equity Values for First PEO ($) | | 2022 | 294,834 | 50,287 | — | (4,216) | — | 340,905 |
Pay Versus Performance Disclosure
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Outstanding and Unvested as of Last Day of Year for Second PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Outstanding and Unvested Equity Awards Granted in any Prior Year for Second PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Second PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards Granted in any Prior Year that Vested During Year for Second PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Second PEO ($) | Total - Inclusion of Equity Values for Second PEO ($) | | 2023 | — | 132,446 | — | (188,670) | — | (56,224) | | 2022 | 1,582,128 | — | — | — | — | 1,582,128 |
Pay Versus Performance Disclosure
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Outstanding and Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Outstanding and Unvested Equity Awards Granted in any Prior Year for Non-PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards Granted in any Prior Year that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 406,798 | 23,949 | — | — | (25,626) | 405,121 | | 2022 | 323,635 | 15,718 | — | — | (2,743) | 336,610 |
Pay Versus Performance Disclosure
| 4. | The amounts shown assume $100 was invested for the period starting December 31, 2021, through the end of the listed year in the Company. Historical stock performance is not necessarily indicative of future stock performance. |
Pay Versus Performance Disclosure
Description of Relationship Between Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs and the Company’s cumulative TSR over the two most recently completed fiscal years. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the two most recently completed fiscal years.
New Plan Benefits Table
| (1) Under our non-employee director compensation program, upon initial election to our Board of Directors, each new non-employee director will receive an option (the “Initial Option”) to purchase 19,300 shares of our common stock. Further, each non-employee director who has served as a member of our Board of Directors for at least six months prior to the date of our annual meeting of stockholders for a particular year will be granted, automatically and without the need for any further action by our Board of Directors, on the date of such annual meeting an option (the “Annual Option”) to purchase 9,650 shares of our common stock. The number in the table set forth above represents an option to purchase 9,650 shares expected to be granted to each of our ten non-employee directors on the date of the Annual Meeting (which number includes option grants to our four non-employee directors who are standing for election at the Annual Meeting, which election is more fully described in Proposal No. 1 of this proxy statement). The number in the table set forth above excludes (i) options that the non-employee directors will be entitled to receive under our director compensation program for subsequent years following 2024 and (ii) any discretionary awards that any non-employee director may be awarded under the Amended Plan. For information about our current non-employee director compensation program, see the section titled “Corporate Governance—Non-Employee Director Compensation” elsewhere in this proxy statement. For information about potential updates to our non-employee director compensation program, see below. |
New Plan Benefits Table
| (2) The value of each stock option to be granted under our non-employee director compensation program on the date of the Annual Meeting will be determined using the same method we use to calculate the grant date fair value of stock options in our financial statements. The exercise price of the stock options will be equal to the closing price of our common stock on The Nasdaq Global Select Market on the date of the Annual Meeting. |