Clare Kahn

About Clare Kahn

Clare Kahn, Ph.D. (age 73) is an independent director of Solid Biosciences (SLDB), serving on the Board since March 2021; she also serves as a consultant to the company since June 2022. She is currently R&D Strategy Officer at X‑VAX Technology Inc. and President of Clare Kahn Pharma Consulting LLC; previously she held senior regulatory leadership roles at Pfizer and GlaxoSmithKline and was an Assistant Professor at the University of Pennsylvania; she holds a Ph.D. in Biochemical Pharmacology from The Royal Postgraduate Medical School, London . The Board has determined she is independent under Nasdaq rules (all directors except the CEO Alexander Cumbo and former CEO Ilan Ganot are independent) .

Past Roles

External Roles

Board Governance

• Board classification and term: Class II director; term expires at the 2026 annual meeting .
• Independence: Independent under Nasdaq standards (board determined all except the CEO and former CEO are independent) .
• Committee assignments (2024):
  • Nominating & Corporate Governance Committee – Member; chair: Adam Stone; committee met 1 time in 2024 .
  • Clinical Committee – Member; chair: Martin Freed, M.D.; committee met 11 times in 2024 .
• Other committees (for context): Audit Committee (Sullivan, chair; 4 meetings in 2024) and Compensation Committee (Keresty, chair; 5 meetings in 2024) – Kahn is not listed as a member .
• Board activity and attendance: Board met 5 times in 2024; each incumbent director attended at least 75% of the combined Board and committee meetings on which they served .

Fixed Compensation

Program schedule (non‑employee directors): Board $40,000; Audit Committee member $7,500 (chair +$7,500); Clinical Committee member $7,500 (chair +$7,500); Compensation Committee member $5,000 (chair +$5,000); Nominating & Corporate Governance member $4,000 (chair +$4,000) .

Performance Compensation

Plan and policy features relevant to governance:

• No automatic vesting for awards in the Amended Plan on change in control (plan‑wide), no repricing without shareholder approval, no discounted options/SARs, and annual cap on non‑employee director compensation of $500,000 (or $1,000,000 in first year) .
• Participants must agree to Company clawback policies; SLDB adopted a compensation recovery (clawback) policy effective October 2, 2023 for executive officers (administered by the Compensation Committee) .

Performance metrics: Non‑employee director equity awards are time‑based; no performance metrics (e.g., TSR/EBITDA) apply to director compensation .

Other Directorships & Interlocks

Expertise & Qualifications

• Deep regulatory and development leadership in biopharma (Pfizer VP roles; GSK VP Regulatory Affairs across multiple therapeutics) and current R&D strategy role at X‑VAX .
• Advanced scientific training (Ph.D. Biochemical Pharmacology) and academic experience (Assistant Professor, University of Pennsylvania) .
• Active involvement in SLDB’s Clinical Committee, which met 11 times in 2024, aligning with her regulatory/clinical expertise .

Equity Ownership

Notes:

• Outstanding shares used for calculation: 77,492,959 as of Mar 31, 2025; Kahn’s beneficial ownership is less than 1% .
• No RSU holdings disclosed for Kahn as of Dec 31, 2024 .

Governance Assessment

• Strengths

  • Independent director with directly relevant clinical/regulatory expertise; active on Clinical and Nominating & Governance committees (11 and 1 meetings, respectively, in 2024) .
  • Board‑wide attendance threshold met (≥75% for all incumbents in 2024), indicating baseline engagement .
  • Director compensation structure aligns with shareholder‑friendly practices: options at FMV, no repricing without approval, cap on director compensation, and vesting cadence tied to annual service; change‑in‑control provisions clearly disclosed .

• Potential Risks / RED FLAGS

  • Concurrent consulting relationship with SLDB since June 2022 presents a potential conflict; while the Board has deemed Kahn independent, investors typically scrutinize non‑director fees to directors for alignment and independence (no consulting amounts disclosed in proxy) .
  • Individual attendance rates are not disclosed (only aggregate compliance with the 75% threshold); more granular visibility would enhance governance assessment .

• Compensation & Alignment

  • 2024 pay mix for Kahn was heavily equity‑weighted (cash $51,500; option grant fair value $224,204), aligning incentives to shareholder value; no RSUs or performance‑conditioned equity disclosed for Kahn .
  • Beneficial ownership is modest (<1%); options holdings are meaningful but mostly outside the 60‑day window for beneficial ownership; no pledging/hedging disclosures specific to Kahn were noted in the proxy .

Appendix: Director Compensation Program Snapshot (for reference)

• New non‑employee director: option to purchase 68,800 shares (vests over 3 years). Annual grant: option to purchase 34,400 shares (vests in full by 1‑year or immediately prior to next annual meeting). All options priced at FMV; become exercisable in full upon change in control .
• Annual fees (members; chair incremental): Board $40,000; Audit $7,500 (+$7,500 chair); Clinical $7,500 (+$7,500 chair); Compensation $5,000 (+$5,000 chair); Nominating & Governance $4,000 (+$4,000 chair) .

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