Alexander Cumbo
Solid BiosciencesAbout Alexander Cumbo
Alexander (Bo) Cumbo, 54, has served as Solid Biosciences’ President, Chief Executive Officer, and Director since December 2022. He previously served as CEO of AavantiBio (acquired by Solid in Dec 2022), EVP/Chief Commercial Officer at Sarepta, commercial leadership at Vertex (launching Incivek), and earlier commercial roles at Gilead; he holds a BS in Laboratory Technology from Auburn University . The role of CEO and Chair is separated (Ian Smith is Executive Chairman), and the Board has determined all directors are independent except Mr. Cumbo and former CEO Ilan Ganot, mitigating CEO/Chair concentration risk .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| AavantiBio | President & CEO; Director | 2020–2022 | Led gene therapy company until acquisition by Solid (Dec 2022) . |
| Sarepta Therapeutics | EVP, Chief Commercial Officer (prior roles since 2013) | 2013–2020 | Commercial leadership in precision genetic medicine . |
| Vertex Pharmaceuticals | VP Sales & Treatment Education; Area Director | 2010–2013 | Launched Incivek for HCV . |
| Gilead Sciences | Commercial roles (HIV, HBV, cardiovascular) | Pre-2010 | Portfolio commercial leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Verve Therapeutics | Director | 2022–present | Board service since June 2022 . |
| Climb Bio | Director | 2025–present | Joined March 2025 . |
| RA Pharmaceuticals | Director | 2018–2020 | Pre-acquisition by UCB . |
Fixed Compensation
- Employment start date and at-will status: Employment agreement effective Dec 2, 2022; employment is at-will .
- 2024 base salary $608,400; 2025 base salary increased to $650,900 .
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 585,000 | 608,400 |
| Bonus ($) | 321,750 | 334,620 |
| Total ($) | 918,630 | 4,869,909 |
- Target bonus: up to 55% of base (from 2023 employment agreement, applicable in 2024); increased eligibility to up to 60% in 2025 .
- 2024 bonus payout equaled 100% of target ($334,620) .
| Base/Bonus Policy | 2024 | 2025 |
|---|---|---|
| Base salary ($) | 608,400 | 650,900 |
| Target bonus (% of base) | 55% (eligibility “up to 55%”) | Up to 60% |
| Actual bonus payout | 100% of target ($334,620) | N/A |
Performance Compensation
Annual Cash Incentive (ACI)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Discretionary performance-based bonus | N/A | 55% of base (2024) | 100% of target (2024) | $334,620 (2024) | Cash, paid after year-end |
Equity Incentives (2024 program and ongoing vesting)
| Award | Grant date | Target/Amount | Key terms | Vesting cadence |
|---|---|---|---|---|
| Stock options | 2/13/2024 | 240,250 options | Exercise price $7.85; 4-year vest (25% at 1-year, then monthly 2.0833%) | Monthly after 1-year cliff; expires 2/13/2034 |
| RSUs | 2/13/2024 | 120,125 RSUs | Time-based | 25% annually over 4 years |
| PSUs | 6/11/2024 | 677,604 PSUs | Four independent, non-market/non-financial milestones; 25% per milestone; Board-determined; evaluation in Q1’26 and Q1’27 (max 25% at 2026 evaluation) | Per milestone, subject to continued service |
| Inducement option | 12/2/2022 | 228,900 options | Exercise price $6.77; 4-year vest (25% at 1-year, then monthly) | Monthly after 1-year cliff; expires 12/02/2032 |
| Inducement RSU | 12/2/2022 | 114,449 RSUs | Time-based | 25% annually over 4 years |
- 2024 equity grant accounting values: Stock awards $2,215,183; option awards $1,699,286; PSUs’ maximum grant-date fair value scenario disclosed ($5,088,807) .
Equity Ownership & Alignment
- Insider trading policy: Prohibits short sales, derivatives, and pledging (except extraordinary preapproved pledges; additional audit committee approval for directors/executives) and allows Rule 10b5-1 plans .
- No formal executive stock ownership guidelines; alignment driven by equity grants .
Beneficial Ownership
| As of | Shares beneficially owned | % of outstanding | Notes |
|---|---|---|---|
| 3/31/2024 | 98,505 | <1% | 17,439 shares + 81,066 options exercisable within 60 days |
| 3/31/2025 | 274,087 | <1% | Reported total beneficial ownership |
Outstanding Equity Awards (as of 12/31/2024)
| Type | Exercisable | Unexercisable | Strike | Expiration | Unvested Shares | Comments |
|---|---|---|---|---|---|---|
| Options (12/2/2022) | 114,452 | 114,448 | $6.77 | 12/02/2032 | — | Time-based vesting |
| Options (2/13/2024) | — | 240,250 | $7.85 | 02/13/2034 | — | Time-based vesting |
| RSUs (12/2/2022) | — | — | — | — | 57,225 | Time-based |
| RSUs (2/13/2024) | — | — | — | — | 120,125 | Time-based |
| PSUs (6/11/2024) | — | — | — | — | 169,401 (assumes 25% 2026 achievement for display) | Four milestones; non-financial |
Note: Market values in the DEF 14A were based on $4.00 close on 12/31/2024 for display; table above presents units and terms .
Employment Terms
| Term | Detail |
|---|---|
| Start date | Employment agreement effective Dec 2, 2022 . |
| At-will | Employment is at-will . |
| Target bonus | Up to 55% (from 2023 agreement; applied in 2024); up to 60% in 2025 . |
| Non-compete / Non-solicit | 1 year post-termination; confidentiality obligations indefinite . |
| Severance (non‑COC) | If terminated without cause/for good reason outside COC window: 12 months base salary and up to 12 months COBRA subsidy, subject to release . |
| Severance (within 12 months after COC) | 18 months base salary; up to 18 months COBRA subsidy; lump-sum 150% of target bonus; full acceleration of time‑based equity (performance-based awards subject to plan terms); subject to release (double-trigger) . |
| Clawback | Compensation recovery policy effective Oct 2, 2023, compliant with Nasdaq Rule 5608/Rule 10D‑1 (covers financial and market-based incentive comp) . |
| Hedging/Pledging | Prohibited (pledging allowed only in extraordinary, preapproved cases; directors/executives require audit committee approval) . |
Board Governance
- Board service: Director since Dec 2022; nominee for Class I term expiring at 2028 annual meeting if elected .
- Independence: Board determined all directors are independent except Mr. Cumbo (CEO) and Mr. Ganot (former CEO) .
- Committee roles: Standing committees (Audit, Compensation, Nominating & Corporate Governance, Clinical) are fully independent; Audit Committee members and financial expert disclosed; CEO not listed as a committee member .
- Board attendance: The Board met five times in 2024; each incumbent director attended ≥75% of combined Board/committee meetings .
- Director compensation: No additional compensation to Mr. Cumbo for Board service (employee director); non-employee director program outlined separately .
Compensation Structure Analysis
- 2025 shift to higher cash incentive eligibility: Target bonus opportunity increased from up to 55% to up to 60% of base, raising the cash-at-risk component for 2025 .
- Emphasis on equity and performance leverage: 2024 grants combined options, time-based RSUs, and a sizable PSU award with four milestone gates, aligning a large portion of compensation to program execution and Board-determined milestones .
- Time-based vesting cadence may create sell windows: Options vest monthly post-cliff; RSUs vest annually on 12/2 (inducement) and 2/13 (2024 grants); PSUs have evaluation events in Q1 2026 and Q1 2027—potential periods of incremental supply depending on trading plans .
- Governance safeguards: Clawback policy in place; anti-hedging/anti-pledging policies; double‑trigger COC protection; separation of CEO and Chair; majority independent Board .
Investment Implications
- Alignment: Large 2024 PSU grant (677,604 target units) plus options and RSUs increase equity alignment and retention through 2026–2027 evaluation dates; absence of formal ownership guidelines is partly offset by policy safeguards and sizable equity holdings .
- Vesting/supply dynamics: Annual (Dec 2 and Feb 13) RSU vest dates and monthly option vesting could contribute to periodic selling pressure absent 10b5‑1 plans; PSUs add binary event risk around Q1 2026/Q1 2027 evaluations .
- Deal economics: Double‑trigger COC (18 months salary + 150% target bonus + time-based equity acceleration) provides strong retention during strategic processes but creates potential payout overhang in M&A scenarios .
- Track record and governance: Deep rare disease commercialization background (Sarepta/Vertex/Gilead) and separated CEO/Chair structure with majority independent committees are positives for execution and oversight .
- Ownership trend: Reported beneficial ownership rose from 98,505 (3/31/2024) to 274,087 (3/31/2025), indicating increased equity exposure during 2024 grants/vesting cycles .