Lynne Sullivan
Solid BiosciencesAbout Lynne Sullivan
Lynne Sullivan (age 59) has served on Solid Biosciences’ Board since November 2015 and is currently classified as a Class II director with a term expiring at the 2026 annual meeting. She is the Audit Committee Chair and a member of the Nominating & Corporate Governance Committee; the Board has determined she is independent under Nasdaq and SEC rules and an “audit committee financial expert.” Sullivan is CFO of UNITY Biotechnology (since Aug 2020), previously CFO of Compass Therapeutics (Dec 2018–Aug 2019), and held senior finance and tax roles at Biogen (2008–2018). She holds an M.S. in Taxation (Bentley University), a B.S.B.A. (Suffolk University), and was a CPA for over 20 years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Biogen Inc. | SVP Finance; VP Tax & Corporate Finance; VP Tax | 2008–2018 | Financial leadership; relevant to audit financial expertise |
| Compass Therapeutics, LLC | Chief Financial Officer | Dec 2018–Aug 2019 | Finance executive responsibilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UNITY Biotechnology, Inc. | Chief Financial Officer | Aug 2020–Present | External operating role |
| Inozyme Pharma, Inc. | Director | Current | Public biopharma board |
| BiomX Inc. | Director | Prior | Former public company board |
Board Governance
- Committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee member .
- Independence: Board determined Sullivan is independent; only Cumbo and Ganot are non‑independent .
- Financial expertise: Identified as “audit committee financial expert” and financially sophisticated under Nasdaq rules .
- Attendance: Board met 5 times in FY2024; each incumbent director attended at least 75% of combined Board/committee meetings. Audit Committee met 4 times; Nominating & Corporate Governance met once; Compensation Committee met 5 times .
- Risk oversight: Audit Committee oversees financial controls, legal/compliance, and cybersecurity; Sullivan chairs this committee .
Fixed Compensation
| Component | FY2024 Amount ($) | Detail |
|---|---|---|
| Board cash retainer | 40,000 | Member annual fee |
| Audit Committee – member fee | 7,500 | Member annual fee |
| Audit Committee – chair incremental | 7,500 | Chair incremental fee |
| Nominating & Corporate Governance – member fee | 4,000 | Member annual fee |
| Total cash fees | 59,000 | Sum of above |
Program features:
- Cash paid in semi‑annual arrears; prorated if service changes .
- Annual non‑employee director compensation cap: $500,000 for incumbents; $1,000,000 in initial year (grant date fair value basis), with extraordinary exceptions only if recipient recuses .
Performance Compensation
| Award/Metrics | Grant specifics | Vesting | Value/Notes |
|---|---|---|---|
| Annual meeting stock option | 34,400 options (June 11, 2024) | Vests in full on earlier of 1‑year anniversary or immediately before next annual meeting; service‑based | 2024 option award fair value $224,204 |
| Initial director option (program terms) | 68,800 options (for new directors) | Vests in equal annual installments over 3 years | Exercise price = FMV on grant; full exercisability on change of control |
| Clawback policy | Effective Oct 2, 2023 (NASDAQ 5608; Rule 10D‑1) | Applies to erroneously awarded incentive-based pay; administered by Compensation Committee | Plan prohibits option/SAR repricing, discounted grants, reloads; dividends restricted until vest |
Other Directorships & Interlocks
| Company | Relationship to SLDB | Potential Interlock/Conflict Considerations |
|---|---|---|
| Inozyme Pharma, Inc. (Director) | No disclosed transactions with SLDB in proxy | Governance expertise; no related‑party transaction noted for Sullivan in cited sections |
| BiomX Inc. (Former Director) | None disclosed | Historical board experience |
| UNITY Biotechnology (CFO) | External operating role | Board affirms independence; committee composition complies with Nasdaq/SEC |
Expertise & Qualifications
- Financial and accounting expertise; designated audit committee financial expert .
- Senior finance/tax leadership experience at Biogen; CFO experience at UNITY and Compass .
- M.S. in Taxation (Bentley), B.S.B.A. (Suffolk); CPA for 20+ years .
- Board skills aligned with SLDB’s governance guidelines and risk oversight framework .
Equity Ownership
| As of | Shares Owned | Options Exercisable ≤60 days | RSUs within ≤60 days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|---|
| March 31, 2025 | — | 28,032 | — | 28,032 | <1% |
Additional reference:
- Options held as of Dec 31, 2024: 62,432 (total options outstanding, not all exercisable) .
Governance Assessment
- Strengths: Independent director; Audit Chair with formal financial expert designation; active committee engagement; attendance ≥75%; clear director pay structure and annual equity; clawback policy in place; prohibitions on repricing/discounted options; cap on annual director compensation .
- Alignment: Mix of cash retainer and annual options intended to align interests; annual meeting grant vesting aligned with service; change‑in‑control provision ensures exercisability but no automatic vesting under Amended Plan generally, supporting governance discipline .
- Potential considerations: External CFO role and additional public board seat increase time commitments, but Board affirms independence and committee compliance; beneficial ownership is predominantly options with minimal common stock ownership (<1%) .
- Oversight role: Audit Committee responsibilities include financial reporting integrity, internal controls, legal/compliance, cybersecurity, and related‑party transaction review, indicating centrality to investor confidence .
RED FLAGS
- None specifically disclosed regarding Sullivan in proxy sections reviewed (no related‑party transactions, pledging/hedging, or attendance shortfalls noted for her); Audit Committee reviews related‑party transactions as part of its charter .