Ilan Ganot
Solid BiosciencesAbout Ilan Ganot
Ilan Ganot, 51, is a co‑founder and Class III director of Solid Biosciences who has served on the Board since the company’s inception in 2013; he was CEO from 2013 to December 2022 and President from June 2018 to December 2022, then provided transition consulting through December 2023 . He is currently CEO and a director of Alesta Therapeutics and a director of Minovia Therapeutics; previously he was an investment banker at JPMorgan, Nomura, and Lehman Brothers, holds an MBA from London Business School and law/business degrees from Reichman University, practiced corporate law in Israel, and served as a Captain in the Israeli Defense Forces .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Solid Biosciences | Chief Executive Officer | 2013 – Dec 2022 | Founder leadership; transitioned duties in Dec 2022–Dec 2023 consulting |
| Solid Biosciences | President | Jun 2018 – Dec 2022 | Executive leadership |
| Solid Biosciences | Board Director (Class III) | 2013 – present | Board service; not independent |
| JPMorgan, Nomura, Lehman Brothers | Investment banker | Prior to founding Solid (dates not specified) | Capital markets experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alesta Therapeutics | Chief Executive Officer and Director | Current | Rare disease biotech |
| Minovia Therapeutics | Director | Current | Biotechnology company |
Board Governance
- Independence: The Board determined that all directors except CEO Alexander Cumbo and Ilan Ganot are independent; Ganot is not independent due to serving as CEO until December 2, 2022 .
- Committee assignments: Ganot is not listed as a member of the Audit, Compensation, Nominating & Corporate Governance, or Clinical committees (current composition provided; he is not among members) .
- Attendance and engagement: The Board met five times in fiscal 2024; each incumbent director attended at least 75% of combined Board/committee meetings, and directors (other than a director who resigned prior) attended the 2024 annual meeting .
- Board leadership: Ian F. Smith is Executive Chairman; prior lead independent role held by Adam Stone ceased after the Board determined Smith is independent in March 2025 .
- Executive sessions: Independent directors meet at least twice annually per governance guidelines .
Fixed Compensation
| Year | Board Cash Retainer ($) | Committee Member Fees ($) | Committee Chair Fees ($) | Meeting Fees ($) |
|---|---|---|---|---|
| 2024 | 40,000 | 0 (not a member) | 0 (not a chair) | 0 (program pays retainer; no per‑meeting fees disclosed) |
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Director fee schedule (programwide): Board member $40,000; Board chair +$35,000; Audit $7,500 member/+$7,500 chair; Clinical $7,500 member/+$7,500 chair; Compensation $5,000 member/+$5,000 chair; Nominating & Corporate Governance $4,000 member/+$4,000 chair .
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Other payments: 2024 proxy reports $241,145 to Ganot in “All Other Compensation,” representing severance payments under his Transition Agreement; see Related Party section below .
Performance Compensation
| Instrument | Grant date | Shares/Units | Grant date fair value ($) | Strike price | Expiration | Vesting schedule |
|---|---|---|---|---|---|---|
| Stock options (annual director grant) | Jun 11, 2024 | 34,400 | 224,204 | Issued at FMV on grant date (programwide) | Not disclosed | Vests in full on earlier of 1‑year anniversary or immediately prior to first annual meeting after grant; change‑in‑control full exercisability |
| RSUs (outstanding at 12/31/2024) | Prior grants (dates not disclosed) | 7,767 | Not disclosed | N/A | N/A | Time‑based vesting per award agreements; director RSUs are not part of standard annual program except as applicable |
- New non‑employee director initial option grant standard: 68,800 options vesting in equal annual installments over three years; annual grants are 34,400 options; all option exercise prices set at fair market value on grant date .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential interlocks/conflicts noted |
|---|---|---|---|
| Alesta Therapeutics | Not disclosed | CEO and Director | None disclosed in proxy |
| Minovia Therapeutics | Not disclosed | Director | None disclosed in proxy |
Expertise & Qualifications
- Founder with deep knowledge of Duchenne muscular dystrophy programs and company history; extensive leadership experience as former CEO and President of Solid Biosciences .
- Prior investment banking roles (JPMorgan, Nomura, Lehman) contribute capital markets and transactional expertise .
- Education: MBA (London Business School); law and business degrees (Reichman University); corporate law practice in Israel; military leadership (Captain, IDF) .
Equity Ownership
| Category | Shares |
|---|---|
| Direct ownership (individual) | 94,648 |
| Joint tenancy with spouse | 4,042 |
| Trust (Ilan Ganot 2017 Irrevocable Trust) | 19,394 |
| Options exercisable or exercisable within 60 days | 108,147 |
| Spouse direct holdings | 14,839 |
| Spouse options exercisable or within 60 days | 17,210 |
| Total beneficial ownership | 258,280; less than 1% of outstanding shares |
| Director RSUs outstanding (as of 12/31/2024) | 7,767 |
- Anti‑hedging/anti‑pledging policy restricts hedging and pledging; extraordinary pledge exceptions require preapproval (CFO/Chief Legal Officer and Audit Committee for directors/executives) .
Insider Trades
| Item | Status |
|---|---|
| Section 16(a) filing timeliness (FY2024) | All directors/officers timely filed; exception noted pertains to another director; no delinquency for Ganot |
Related Party and Conflict Review
- Transition compensation and consulting: Under the Executive Transition and Separation Agreement effective Dec 2, 2022, Ganot received continued base salary for 18 months totaling $868,050 and COBRA premium contributions; he also received a lump‑sum payment of $477,427 (150% of his 2022 target bonus). A Consulting Agreement compensated him at $20,833 per month totaling $250,000 through Dec 2023 .
- Spousal employment: His spouse, Annie Ganot (company co‑founder), serves as VP, Patient Advocacy; compensation of $360,380 (2023) and $374,795 (2024), with 2025 expected to be less than $475,000. Equity awards to spouse include Jan 2023 options (23,950) and RSUs (11,975); Feb 2024 RSUs (19,444); Feb 2025 RSUs (60,000), with standard four‑year vest schedules .
- Related‑party policy: Audit Committee reviews/approves related‑person transactions exceeding thresholds, with annual review of ongoing items .
Governance Assessment
- Board effectiveness and independence: Ganot’s founder/previous CEO status and ongoing family employment reduce independence (explicitly classified as not independent) and may introduce perceived conflicts; however, he is not on key committees, which are composed entirely of independent directors, and the Board reports majority independence and executive sessions for independent directors .
- Attendance/engagement: Met minimum engagement thresholds (≥75% attendance) in FY2024; Board met five times; clinical committee met 11 times, and compensation/audit committees met regularly, though Ganot is not a member .
- Compensation alignment: As a non‑employee director in 2024, his compensation was primarily equity options (34,400 annual grant; fair value $224,204) plus a standard cash retainer ($40,000), aligning with shareholder value via at‑risk compensation. The change‑in‑control option accelerations are standard for directors under program terms .
- RED FLAGS: Not independent due to prior CEO tenure ; spouse employed in a senior advocacy role with ongoing cash and equity awards ; sizable separation payments and post‑separation consulting fees to a sitting director (optics risk), though disclosed and governed by policy .
- Mitigants: Formal related‑party approval policy ; independent composition of Audit/Compensation/Nominating committees ; anti‑hedging/pledging policies ; clawback policy (applies to executive incentive compensation) .