Georgia Keresty
Solid BiosciencesAbout Georgia Keresty
Georgia Keresty, Ph.D., M.PH., age 63, has served on Solid Biosciences’ Board since March 2021. She is a career biopharma operations leader (Takeda R&D COO 2017–2020; Johnson & Johnson; Bristol-Myers Squibb; Novartis) and recently served as COO of Volnay Therapeutics through November 2024. She holds BSc degrees in Chemical Engineering and Computer Science, an M.S. in Information Systems, an MBA and Ph.D. in Operations Management (Rutgers), and an MPH in Global Health Leadership (USC), and is NACD Directorship Certified with an NACD CERT in Cyber-Risk Oversight (Jan 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Volnay Therapeutics | Chief Operating Officer | Mar 2023–Nov 2024 | Operations leadership at biotech start-up |
| Takeda R&D | Chief Operating Officer; Senior Advisor | COO 2017–2020; Advisor in 2021 | Global R&D operations |
| Johnson & Johnson | Executive | 2003–2017; 1997–1999 | Senior operating roles |
| Bristol-Myers Squibb | Roles in R&D/operations | 1999–2003 | Pharma operating roles |
| Novartis | Roles in R&D/operations | 1983–1997 | Pharma operating roles |
External Roles
| Organization | Role | Tenure | Committees (if disclosed) |
|---|---|---|---|
| Intellia Therapeutics, Inc. | Director | Current | Not disclosed in SLDB proxy |
| Aspen Technology, Inc. | Director | Prior | Not disclosed in SLDB proxy |
| Commissioning Agents, Inc. | Director | Prior | Not disclosed in SLDB proxy |
No SLDB-disclosed interlocks or related-party transactions involving Dr. Keresty .
Board Governance
- Independence: Board determined all directors except CEO Alexander Cumbo and former CEO Ilan Ganot are independent; Dr. Keresty is independent .
- Committee assignments (2024–2025):
- Audit Committee: Member; committee met 4 times in 2024; Chair is Lynne Sullivan .
- Compensation Committee: Chair in 2025 alongside Dr. Freed and Dr. Nagendran; met 5 times in 2024 .
- Nominating & Corporate Governance: Not listed as member .
- Clinical Committee: Not listed as member; clinical met 11 times in 2024 .
- Attendance: The Board met five times in 2024; each incumbent director attended at least 75% of Board and committee meetings . Directors are expected to attend the annual meeting; all directors attended the 2024 meeting except Rajeev Shah (who resigned prior) .
- Board leadership: Chairman Ian Smith became independent in March 2025; lead independent director designation for Adam Stone ceased thereafter .
- Say-on-Pay: June 12, 2025 advisory vote passed with 57,115,409 For; 5,143,882 Against; 58,001 Abstain; 6,576,490 broker non-votes .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Cash Fees ($) | 47,500 | 49,247 |
| Fee Schedule (Board / Committee member / Committee chair) | Board $40,000; Audit $7,500; Clinical $7,500; Compensation $5,000; Nominating $4,000 | Board $40,000; Audit $7,500; Clinical $7,500; Compensation $5,000; Nominating $4,000 |
Fee program pays semi-annually; chairs receive incremental fees; reimbursements for reasonable out-of-pocket expenses apply .
Performance Compensation
| Equity Component | Grant Date | Shares | Fair Value ($) | Vesting | Exercise Price Policy |
|---|---|---|---|---|---|
| Annual Option (2023) | Jun 6, 2023 | 9,650 | 54,221 | Vests in full by one year or before next annual meeting | Fair market value at grant |
| Annual Option (2024) | Jun 11, 2024 | 34,400 | 224,204 | Vests in full by one year or before next annual meeting | Fair market value at grant |
Option awards to non-employee directors vest on a one-year schedule and are fully exercisable upon change in control; exercise price equals fair market value on grant .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | Intellia Therapeutics, Inc. (Director) |
| Prior public/private boards | Aspen Technology, Inc.; Commissioning Agents, Inc. (Director) |
| Interlocks/conflicts | None disclosed by SLDB involving Dr. Keresty |
Expertise & Qualifications
- Operations leadership across large-cap pharma and R&D (Takeda R&D COO; J&J; BMS; Novartis) .
- NACD Board Leadership Fellow; NACD Directorship Certified; NACD CERT Cyber-Risk Oversight (Jan 2024) .
- Advanced degrees: MBA and Ph.D. (Operations Management, Rutgers); MPH (USC); BSc Chemical Engineering and Computer Science; M.S. Information Systems .
Equity Ownership
| As-of Date | Direct Shares | Options (exercisable within 60 days) | RSUs | Ownership % |
|---|---|---|---|---|
| Mar 31, 2025 | — | 25,366 | — | <1% |
| Dec 31, 2024 (holdings) | — | 59,766 (total options held) | — | — |
- Insider policy: Hedging and pledging prohibited; limited pledge exceptions require pre-approval (CFO/Chief Legal Officer and Audit Committee for directors) .
- Section 16 compliance: Company reported timely filings for 2024, except a late Form 4 by Adam Stone; no issues noted for Dr. Keresty .
Governance Assessment
- Strengths
- Independent director with deep operating and R&D governance experience; sits on both Audit (member) and Compensation (chair) committees, indicating strong oversight roles .
- Formal governance credentials (NACD certifications), including cyber-risk oversight, bolster board risk capabilities .
- Attendance and engagement standards met (≥75% meeting attendance in 2024; director annual meeting attendance) .
- Shareholder support for compensation program remained solid in 2025 advisory vote (57.1M For vs 5.1M Against) .
- Watch items / RED FLAGS
- Director equity grant sizes increased materially: annual option award rose from 9,650 shares in 2023 ($54k FV) to 34,400 shares in 2024 ($224k FV); 2025 program maintains large grants—indicative of higher equity dilution and pay inflation risk .
- 2025 equity plan amendment increased evergreen to 6% and counts pre-funded warrants in the base—structural dilution risk requiring vigilant oversight by Compensation Committee (chaired by Dr. Keresty) .
- Limited personal stock ownership (beneficial ownership via options; no disclosed direct shareholdings or RSUs) may temper “skin-in-the-game” alignment, though anti-hedging/pledging policies are shareholder-friendly .
No related-party transactions or conflicts disclosed involving Dr. Keresty; Audit Committee oversees related-person transaction approvals .