Sonja Banks
About Sonja L. Banks
Independent Class I director of Fulcrum Therapeutics since December 2021; age 56. CEO of the International Dyslexia Association since December 2018, with prior leadership roles at the Sickle Cell Disease Association of America (senior advisor, president, COO), St. Vincent’s Health System (Director of Community Service & Outreach), and United Negro College Fund/United Way of Central Alabama. Education: B.A. in Political Science (University of Alabama) and M.P.A. in Public Administration & Business (Jacksonville State University). Board cites her expertise in access, reimbursement, and treatment options in sickle cell disease as a core credential .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Dyslexia Association | Chief Executive Officer | Dec 2018–present | Non-profit leadership in education and advocacy |
| Sickle Cell Disease Association of America, Inc. | Senior Advisor; President; Chief Operating Officer | May 2010–Dec 2018 | Led patient advocacy and policy initiatives in hematology |
| St. Vincent’s Health System (Alabama) | Director of Community Service & Outreach | May 2007–Jun 2010 | Community health programs and outreach |
| United Negro College Fund; United Way of Central Alabama | Leadership roles | Feb 2000–May 2007 | Philanthropy and community engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Heart, Lung, and Blood Institute | Sickle Cell Disease Advisory Committee (Member) | Previously served (dates not specified) | Advisory experience in federal research priorities |
| Community Health Charities | Board (Member) | Previously served (dates not specified) | Non-profit board service |
| American Society of Hematology | Sickle Cell Disease Coalition (Member) | Previously served (dates not specified) | Stakeholder collaboration in hematology |
Board Governance
- Independence: The Board determined in April 2025 that all directors except CEO Alex Sapir and former interim CEO Robert Gould are independent; Banks is independent under Nasdaq/SEC rules .
- Classification/Term: Class I director; term expires at the 2026 annual meeting .
- Committee assignments and changes:
- Compensation & Human Capital Management Committee member through Nov 2024; the committee met 5 times in 2024; no officer/employee participants; no interlocks disclosed .
- Nominating & Corporate Governance Committee member since Jun 2024; the committee did not meet during 2024 .
- Not listed on Audit or Science & Technology Committees in 2024–2025 .
- Attendance: Board met 7 times in 2024; each director attended at least 75% of board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions and governance guidelines: Corporate governance guidelines call for independent director executive sessions at least twice annually .
Board and Committee Activity
| Metric | 2023 | 2024 |
|---|---|---|
| Board meetings (count) | 8 | 7 |
| Compensation Committee meetings (count) | 6 | 5 |
| Nominating & Corporate Governance Committee meetings (count) | 3 | 0 |
Fixed Compensation
- Structure: Cash retainer $40,000 for board service; additional $30,000 for board chair. Committee member fees: Audit $7,500; Compensation $5,000; Nominating $4,000; Science & Technology $5,000; equal incremental amounts for committee chairs. Fees paid quarterly; no per-meeting fees disclosed .
- Banks’ cash compensation:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $45,000 | $46,477 |
Director Fee Schedule (Fulcrum Program)
| Role | Member Annual Fee ($) | Chair Incremental Annual Fee ($) |
|---|---|---|
| Board of Directors | 40,000 | 30,000 |
| Audit Committee | 7,500 | 7,500 |
| Compensation & Human Capital Management Committee | 5,000 | 5,000 |
| Nominating & Corporate Governance Committee | 4,000 | 4,000 |
| Science & Technology Committee | 5,000 | 5,000 |
Performance Compensation
- Equity grants (director program):
- Initial option grant on appointment: 60,000 shares vesting 2.7778% monthly over 3 years (time-based). Annual option grant: 30,000 shares vesting in full on first anniversary or immediately prior to the next annual meeting. Exercise price at fair market value; options become exercisable in full upon specified change-of-control events .
- Program revised effective Jan 24, 2025: initial grant increased to 72,000 shares; annual grant increased to 36,000 shares; vesting schedules unchanged .
- Banks’ equity compensation (grant-date fair value under ASC 718):
| Metric | 2023 | 2024 |
|---|---|---|
| Option awards ($) | $76,404 | $167,559 |
Equity Award Mechanics (Director Program)
| Element | Share/Value | Vesting/Terms |
|---|---|---|
| Initial option grant (pre-2025) | 60,000 shares | 2.7778% monthly over 3 years |
| Annual option grant (pre-2025) | 30,000 shares | 100% on first anniversary or prior to next annual meeting |
| Revised initial option grant (2025+) | 72,000 shares | 2.7778% monthly over 3 years |
| Revised annual option grant (2025+) | 36,000 shares | 100% on first anniversary or prior to next annual meeting |
| Exercise price | Fair market value at grant | Set on grant date |
| Change-of-control | Becomes fully exercisable | Upon specified events |
No performance metrics (TSR/financial/ESG) tied to director pay were disclosed; equity awards are entirely time-based .
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Banks .
- Compensation committee interlocks: None; no executive officers from Fulcrum served on the comp committees/boards of entities with overlapping officers, and all comp committee members (including Banks during 2024) were non-employees .
Expertise & Qualifications
- Domain expertise in patient advocacy, access and reimbursement, and sickle cell disease, supporting payer and patient engagement strategies relevant to Fulcrum’s therapeutic areas .
- Non-profit CEO experience and government/coalition advisory roles in hematology .
- Academic credentials in political science and public administration .
Equity Ownership
- Anti-hedging and anti-pledging: Directors prohibited from hedging and pledging company stock (margin purchases, borrowing against securities, pledging as collateral), with narrow exceptions requiring demonstrated capacity to repay without resort to pledged securities .
- Section 16 compliance: All directors/officers satisfied filing requirements for 2024 .
Options Outstanding (Banks)
| Metric | As of Dec 31, 2023 | As of Dec 31, 2024 |
|---|---|---|
| Aggregate options outstanding (shares) | 79,000 | 109,000 |
Beneficial Ownership (Banks, as of Mar 31, 2025)
| Metric | Value |
|---|---|
| Beneficially owned shares (#) | 79,000 |
| Beneficial ownership (%) | <1% |
| Basis of calculation (shares outstanding) | 53,979,306 |
| Footnote detail | Consists of 79,000 shares underlying options |
Say-On-Pay & Shareholder Feedback
| Item | Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Say-on-Pay (Advisory) | 46,099,800 | 111,967 | 8,304 | 3,317,555 |
| Frequency | One Year | Two Years | Three Years | Abstain | Broker Non-Votes | |---|---|---|---|---| | 2025 Frequency Vote | 44,882,180 | 51,488 | 1,273,388 | 13,015 | 3,317,555 |
Board determined to solicit say-on-pay annually in line with shareholder preference .
Compensation Committee Analysis
- Committee composition and independence: Banks served on the Compensation & HCM Committee in 2023–2024; committee members were independent non-employees .
- Use of independent consultant: Aon’s Human Capital Solutions engaged since 2018; committee concluded Aon’s engagement did not raise conflicts of interest; Aon advised on executive and director compensation programs and benchmarking .
- Clawback administration: Compensation recovery policy adopted Nov 2023 and administered by the Compensation & HCM Committee; applies to executive officers upon restatement under Nasdaq Rule 10D-1 .
Related Party Transactions (Conflict Review)
- Policy: Audit Committee reviews/approves related person transactions; considers interest, dollar values, ordinary-course nature, arm’s-length terms, and benefits; may impose conditions; certain de minimis situations excluded .
- Disclosures: 5% shareholder transactions (e.g., Jan 2023 offering purchases by RA Capital, RTW, Suvretta; Aug 2024 exchange with RA Capital for pre-funded warrants) were disclosed; no related-person transactions involving Banks were disclosed in the proxy .
Governance Assessment
- Strengths: Independent director with deep patient advocacy and access experience; compliant attendance; strong anti-hedging/anti-pledging policy; very high say-on-pay approval; comp committee independence and use of conflict-free external consultant .
- Alignment: Director pay dominated by time-based options with fair-market strike; revised program increases equity grant sizes, reinforcing equity alignment; Banks holds options with clear vesting and no disclosed pledging .
- Monitoring items:
- Committee rotation: Banks left Compensation Committee in Nov 2024 and joined Nominating in Jun 2024; investors should monitor engagement given zero Nominating meetings in 2024 and assess 2025 activity .
- Equity grant increases (Jan 2025): Watch for potential dilution and pay-for-performance optics despite time-based vesting (no performance criteria) .
- RED FLAGS: None identified—no related-person transactions tied to Banks, no hedging/pledging permitted, attendance thresholds met, and shareholder support for pay is strong .