Gabriel Brooks
Solid BiosciencesAbout Gabriel Brooks
Gabriel Brooks, M.D., age 48, is Solid Biosciences’ Chief Medical Officer (CMO) since October 2, 2023, with prior leadership roles in clinical development at Pfizer, 4D Molecular Therapeutics, GE Healthcare, and Gilead Life Sciences . He holds a B.S. in Biology (Carnegie Mellon), M.D. (Cornell), and a Master of Applied Sciences in Biostatistics & Epidemiology (UCSF); completed Internal Medicine residency at Johns Hopkins and Cardiology/Advanced Imaging fellowships at UCSF . Company-level pay-versus-performance disclosures show cumulative TSR value of an initial $100 investment declining to $15.24 in 2024 and net losses of $(124.70) million in 2024, framing the backdrop for executive incentives and alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pfizer | Executive Director | Sep 2020 – Oct 2023 | Led clinical development programs; senior operational responsibility in pharma clinical execution |
| 4D Molecular Therapeutics | Vice President, Research & Development | Nov 2018 – Sep 2020 | Advanced gene therapy R&D portfolio; oversight across preclinical/clinical interfaces |
| GE Healthcare | Medical Director | Prior to Aug 2015–Apr 2017 period | Directed medical strategy at a major med-tech; product/clinical governance |
| Gilead Life Sciences | Associate Director, Clinical Research | Aug 2015 – Apr 2017 | Drove clinical research in biopharma; trial execution and data rigor |
External Roles
- None disclosed for Brooks (board memberships or outside directorships) .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) |
|---|---|---|---|
| 2024 | 468,000 | 40% | 187,200 (100% of target) |
| 2025 | 502,100 | 45% | Not disclosed |
Performance Compensation
Annual Cash Bonus
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Discretionary performance-based bonus (company/individual goals set by Board) | N/A | 40% of 2024 base salary | Achieved 100% of target for 2024 | $187,200 for 2024 | Cash, paid after year-end |
Long-Term Equity Awards
| Grant Date | Type | Shares/Units | Strike | Vesting Terms | Status/Notes |
|---|---|---|---|---|---|
| Oct 18, 2023 | Option | 78,000 | $2.15 | 25% at 1-year anniversary; +1/48 monthly thereafter (through 4 years) | Time-based inducement |
| Oct 18, 2023 | RSU | 29,250 | N/A | 25% annually over 4 years | Time-based |
| Feb 13, 2024 | Option | 87,500 | $7.85 | 25% at 1-year anniversary; +1/48 monthly thereafter (through 4 years) | Annual LTI grant |
| Feb 13, 2024 | RSU | 43,750 | N/A | 25% annually over 4 years | Annual LTI grant |
| Jun 11, 2024 | PSU (target) | 235,389 | N/A | Four independent non-market/non-financial milestones; each milestone vests 25% of target; evaluations in Q1 2026 and Q1 2027; any unachieved by 2027 Evaluation Date cancels | Performance-based; % vested TBD |
| Jan 2025 | RSU | 112,900 | N/A | 25% annually over 4 years | Time-based, forward grant |
Equity Ownership & Alignment
| As of | Total Beneficial Ownership (shares) | % Outstanding | Direct/Common Owned | Options (exercisable within 60 days) | RSUs/PSUs Unvested |
|---|---|---|---|---|---|
| Mar 31, 2025 | 81,033 | <1% | 22,812 | 58,221 | RSUs 29,250 (2023) + 43,750 (2024); PSUs 235,388 target; market/payout values at $4.00 closing price on 12/31/2024 shown in proxy tables |
- No formal executive stock ownership guidelines; company uses equity grants (options, RSUs, PSUs) to align interests and promote retention .
- Anti-hedging and anti-pledging policy prohibits short sales, derivatives, and pledging except extraordinary preapproved situations; Rule 10b5-1 plans may be used by insiders .
- Clawback policy adopted effective Oct 2, 2023 under Nasdaq Rule 5608/Exchange Act Rule 10D-1 (recovers erroneously awarded incentive comp upon restatements, including stock-price/TSR-based awards via reasonable estimates) .
Employment Terms
| Term | Details |
|---|---|
| Employment Start | October 2, 2023 (CMO) |
| Base Salary | Initially $450,000 at hire; $468,000 in 2024; increased to $502,100 for 2025 |
| Bonus Eligibility | Up to 40% of base salary under agreement; 45% eligibility for 2025 per Board |
| Non-Compete/Non-Solicit | 1-year non-compete post-termination; 1-year non-solicit; perpetual confidentiality |
| Severance (non-CIC) | If terminated without cause or for good reason outside CIC window: 12 months base salary; up to 12 months COBRA premiums; lump sum equal to 100% of target bonus prorated through termination (Brooks-specific) upon release |
| Change-in-Control (double-trigger) | If terminated without cause/for good reason within 18 months post-CIC: 12 months base salary; up to 12 months COBRA premiums; lump sum 100% of target bonus; full acceleration of unvested time-based equity (performance awards not specified) upon release |
| Equity Terms | Options RSUs time-based vesting; PSUs tied to non-financial milestones with Q1 2026/Q1 2027 evaluation; unachieved portions cancel |
| Clawback | Company-wide clawback policy effective 10/2/2023 |
| Insider Trading | Anti-hedging/anti-pledging; possible 10b5-1 plans |
Performance & Track Record
| Year | Value of Initial $100 Investment (TSR) | Net Income ($MM) |
|---|---|---|
| 2022 | 20.50 | (85.98) |
| 2023 | 23.39 | (96.02) |
| 2024 | 15.24 | (124.70) |
- Company TSR and net losses contextualize incentive structure and PSU focus on program milestones rather than market/financial metrics .
Compensation Structure Analysis
- Increased equity-heavy mix: Brooks received significant RSUs and PSUs in 2024/2025, shifting compensation to at‑risk, longer-term equity tied to program execution rather than near-term cash, consistent with biotech clinical milestones .
- PSUs designed around non-market, non-financial milestones with staged vesting and cancellation for missed milestones—tightens pay-for-performance linkage to clinical/regulatory deliverables .
- Guaranteed elements remain modest: base salary and standard severance; performance cash bonus discretionary and fully earned at target for 2024 .
Risk Indicators & Red Flags
- No repricing/modification of Brooks’ awards disclosed; director option modifications occurred in 2024 but not for Brooks .
- Anti-hedging/anti-pledging policy in place; no pledging by Brooks disclosed .
- Clawback policy in effect, addressing restatement-related recovery .
- No legal proceedings or SEC investigations disclosed regarding Brooks in proxy; Section 16(a) compliance issues noted for a director in 2024, not for Brooks .
Equity Ownership & Pledging Compliance
- Beneficial ownership under 1% with majority exposure via time-based options and RSUs; PSUs contingent on milestones (mitigates immediate selling pressure) .
- Company policy discourages pledging; no pledges disclosed for Brooks .
Compensation Peer Group & Governance
- Compensation Committee engages Radford (AON) for benchmarking; executive bonuses and equity reviewed annually by committee/Board .
- Advisory say-on-pay proposal on 2025 ballot (no historical percentages provided in the proxy excerpt) .
Investment Implications
- Alignment: Brooks’ significant PSUs and multi-year RSUs align incentives with successful clinical/regulatory milestones and retention; cash bonuses remain discretionary but were paid at target in 2024, suggesting confidence in execution .
- Retention/CIC: Double-trigger CIC terms with time-based equity acceleration and 12 months salary/benefits reduce flight risk during strategic events, but also imply potential overhang upon transaction .
- Selling Pressure: With anti-hedging/pledging policies and milestone-based PSUs, near-term insider selling pressure is likely constrained; primary liquidity could arise around RSU vest dates and option maturity rather than PSUs (which depend on milestone approvals) .
- Performance Lens: Company TSR and continuing net losses highlight dependence on program value creation rather than financial KPIs; PSU structure tied to non-financial milestones is appropriate for biotech stage risk but requires close monitoring of milestone disclosures and evaluation outcomes in Q1 2026/Q1 2027 .