Adam Stone - Director | Solid Biosciences (SLDB) Executive Profile & Compensation

About Adam Stone

Adam Stone, 45, is an independent director of Solid Biosciences (SLDB) who has served on the Board since November 2015. He is Chief Investment Officer of Perceptive Advisors (life sciences), holds a B.A. in molecular biology from Princeton, and in March 2025 concluded service as SLDB’s Lead Independent Director when the Chair was determined to be independent . He is a Class II director with a term expiring at the 2026 annual meeting, and the Board has determined he is independent under Nasdaq rules .

Past Roles

Organization	Role	Tenure	Committees/Impact
Perceptive Advisors	Chief Investment Officer	2006–present	Life sciences investor with experience developing early-stage biotech/healthcare companies
ARYA Sciences Acquisition Corp IV	Director and Chief Executive Officer	Since Feb 2021	SPAC leadership; public company transaction expertise
ARYA Sciences Acquisition Corp V	Director and Chief Executive Officer	Since Jul 2021	SPAC leadership; public company transaction expertise
Prometheus Biosciences, Inc.	Director (former)	Prior service (dates not specified)	Public biotech board experience
Renovia Inc.	Director (former)	Prior service (dates not specified)	Private healthcare board experience

External Roles

Organization	Role	Public/Private	Since/Status
Immatics N.V.	Director	Public biopharma	Current
LianBio	Director	Private	Current
Xontogency LLC	Director	Private	Current
ARYA Sciences Acquisition Corp IV	CEO & Director	Public SPAC	Since Feb 2021
ARYA Sciences Acquisition Corp V	CEO & Director	Public SPAC	Since Jul 2021

Board Governance

Independence: Independent director under Nasdaq rules .
Board class/tenure: Class II; term expires at 2026 annual meeting .
Lead Independent Director: Served as Lead Independent Director until March 2025; role ended upon Chair’s independence determination .
Annual meeting attendance: Attended the 2024 annual meeting (all directors except one departed director attended) .
Overall attendance: In 2024, each incumbent director attended at least 75% of the combined Board and committee meetings; Board met five times .

Committee	Role	Members (Chair)	2024 Meetings	Notes
Nominating & Corporate Governance	Chair	Stone (Chair), Clare Kahn, Lynne Sullivan	1	Oversees board leadership structure, succession planning, governance guidelines, annual board evaluation
Audit	Member	Lynne Sullivan (Chair), Georgia Keresty, Adam Stone	4	Reviews financial reporting, ICFR, auditor oversight, related party transactions, cybersecurity risk

Fixed Compensation

Director Fee Schedule (2024 program)	Member Annual Fee ($)	Chair Incremental Annual Fee ($)
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 & Corporate Governance Committee	4,000	4,000

Adam Stone – 2024 Non‑Employee Director Pay	Amount ($)
Fees Earned or Paid in Cash	55,500
Option Awards (grant date fair value)	224,204
Stock Awards	—
All Other Compensation	—
Total	279,704

Plan safeguard: Non‑employee director total compensation capped at $500,000 per year ($1,000,000 initial year), with Board ability to make exceptions in extraordinary circumstances; directors cannot participate in decisions on their own exceptions .

Performance Compensation

Equity Award (Director Program)	Grant Date	Shares/Units	Grant Date Fair Value ($)	Vesting	Exercise Price
Annual Non‑Employee Director Option	Jun 11, 2024	34,400	Included in $224,204 total	Vests in full at earlier of 1‑year anniversary or immediately prior to next annual meeting, subject to continued service; accelerates on change in control	FMV on grant date (no discounts)

Notes: Options for non‑employee directors are granted at fair market value and become exercisable in full upon a change in control; program uses time‑based vesting (no performance metrics) .

Other Directorships & Interlocks

Relationship	Details	Governance/Conflict Note
Perceptive Advisors affiliation	Stone is CIO of Perceptive Advisors	Perceptive‑affiliated funds are a 15.40% holder (11,934,678 shares); Stone disclaims beneficial ownership of Perceptive’s shares . Potential perceived conflict managed via Board independence determinations and related‑party review by Audit Committee .
External public board	Immatics N.V. (Director)	Enhances biotech pipeline and capital markets insights; monitor for information flow or competitive overlaps; none disclosed by SLDB .
SPAC leadership	CEO/Director at ARYA IV and ARYA V	Transaction experience; potential time demands; no SLDB conflicts disclosed .

Expertise & Qualifications

Investor/operator in life sciences since 2006; extensive experience developing early‑stage biotech and healthcare companies .
Academic foundation in molecular biology (B.A., Princeton) .
Governance leadership at SLDB as prior Lead Independent Director and current Chair of Nominating & Corporate Governance; Audit Committee member .

Equity Ownership

Item	Amount	“As of” Date	Notes
Beneficial ownership (shares)	28,032	Mar 31, 2025	All represented by options exercisable within 60 days; <1% of outstanding .
Options outstanding (count)	62,432	Dec 31, 2024	Options held by Stone as of year‑end 2024 (not all exercisable by Mar 31, 2025) .
Ownership % of outstanding	<1%	Mar 31, 2025	Based on 77,492,959 shares outstanding .
Pledging/Hedging	Prohibited (with narrow pre‑approved pledge exception)	Policy	Insider Trading Policy prohibits short sales, derivatives, hedging and pledging; any pledge requires pre‑approval (directors require Audit Committee approval) .

Governance Assessment

Strengths
- Independent director with long tenure, chairs Nominating & Corporate Governance, and serves on Audit—positions central to board effectiveness, refreshment, and financial oversight .
- Prior Lead Independent Director role indicates recognized leadership among independents; separation of Chair/CEO roles maintained .
- Equity‑heavy director pay and anti‑hedging/anti‑pledging policy align director incentives with shareholders while limiting misalignment risk .
- Robust related‑party review policy; Audit Committee explicitly oversees and approves related‑person transactions .
Risk indicators / RED FLAGS
- Affiliation with a 15.40% shareholder (Perceptive) can raise perceived conflict risks, particularly as Stone sits on the Audit Committee that reviews related‑party transactions; Board maintains Nasdaq independence determination and Stone disclaims beneficial ownership of Perceptive’s shares .
- One Section 16(a) compliance lapse: Stone filed a Form 4 late on November 19, 2024 for options granted June 11, 2024—minor but noted in proxy .
- No director stock ownership guidelines disclosed; investors may prefer explicit ownership requirements to reinforce alignment (SLDB discloses director compensation mix and program mechanics but not ownership guidelines) .
Engagement/Attendance
- Board met five times in 2024; each incumbent director (including Stone) attended at least 75% of combined Board and committee meetings; Stone attended the 2024 annual meeting .
Compensation structure observations
- Director equity is time‑vested options that vest by the next annual meeting; no performance‑metric‑linked equity for directors, which is common but offers less explicit pay‑for‑performance than PSUs .
- Non‑employee director pay limits ($500k) and no‑repricing provisions in the equity plan reflect investor‑friendly controls .

Appendix: References to key disclosures

Biography, age, roles and outside boards: 2025 DEF 14A .
Class/term and independence: 2025 DEF 14A .
Lead Independent Director transition: 2025 DEF 14A .
Committee assignments and meetings: 2025 DEF 14A .
Director compensation program and 2024 pay: 2025 DEF 14A .
Ownership and beneficial holdings: 2025 DEF 14A .
Anti‑hedging/pledging policy: 2025 DEF 14A .
Related‑party transaction policy: 2025 DEF 14A .
Section 16(a) delinquency note: 2025 DEF 14A .