Martin Freed - Director | Solid Biosciences (SLDB) Executive Profile & Compensation

About Martin Freed

Independent director of Solid Biosciences (Class III; term ends at the 2027 annual meeting). Age 64; director since June 2018. Board-certified in Internal Medicine, Nephrology, and Clinical Pharmacology; former CMO at multiple biopharma companies; extensive clinical development and regulatory strategy background. Education: B.S. Biology (University of Delaware); M.D. (Penn State College of Medicine); residency at Temple University Hospital; fellowship at Yale-New Haven Hospital; Fellow of the American College of Physicians .

Past Roles

Organization	Role	Tenure	Committees/Impact
Civitas Therapeutics (acquired by Acorda)	Co‑Founder & Chief Medical Officer	Dec 2010 – Oct 2014	Led clinical development; company acquired by Acorda
Acorda Therapeutics	SVP, Clinical Development	Oct 2014 – Jan 2015	Transition of Civitas assets post-acquisition
Adnexus Therapeutics (acquired by BMS)	Chief Medical Officer	Prior role (dates not specified)	Clinical leadership
Vitae Pharmaceuticals	Chief Medical Officer	Prior role (dates not specified)	Clinical leadership
GlaxoSmithKline / SmithKline Beecham	VP Clinical Development & Medical Affairs (Metabolism)	Nearly 14 years (prior to 2010)	Senior development leadership

External Roles

Organization	Role	Status	Notes
Avilar Therapeutics, Inc.	Director	Current	Board service
Sojournix, Inc.	Director	Prior	Board service
Dicerna Pharmaceuticals	Director	Prior	Public company board experience referenced
Intekrin Therapeutics	Director	Prior	Board service

Board Governance

Independence: Board deems all directors independent except the CEO (Cumbo) and former CEO (Ganot); Dr. Freed is independent .
Committee assignments:
- Clinical Committee: Chair; committee met 11 times in 2024 .
- Compensation Committee: Member; committee met 5 times in 2024 .
Board structure and attendance:
- Classified board; Dr. Freed is Class III; term ends at the 2027 annual meeting .
- Board met 5 times in 2024; all incumbent directors attended at least 75% of Board and committee meetings .
- Independent directors hold executive sessions at least twice annually .
Director annual meeting attendance: All directors (other than a director who resigned before the 2024 meeting) attended the 2024 annual meeting .

Fixed Compensation

Component	Amount / Terms	Notes
2024 Fees Earned (Cash) – Martin Freed	$60,000	As reported in Director Compensation Table (2024)
Board Member Annual Retainer	$40,000	Payable semi-annually; prorated for service
Clinical Committee – Member / Chair	$7,500 member; +$7,500 chair incremental	Dr. Freed serves as Chair
Compensation Committee – Member / Chair	$5,000 member; +$5,000 chair incremental	Dr. Freed is a member
Audit Committee – Member / Chair	$7,500 member; +$7,500 chair incremental	Dr. Freed is not listed on Audit
Nominating & Corporate Governance – Member / Chair	$4,000 member; +$4,000 chair incremental	Not listed for Dr. Freed

Mix: In 2024, Dr. Freed’s director pay was majority equity: $60,000 cash vs $224,204 equity options (≈79% equity) .

Performance Compensation

Award	Grant Date	Shares / Units	Grant-Date Fair Value	Vesting / Terms
Non-Employee Director Option (Annual)	Jun 11, 2024	34,400 options	$224,204	Vests in full on earlier of 1-year anniversary or immediately prior to next annual meeting; options priced at FMV on grant date; accelerate on change in control
Director Stock Option (Form 4)	Jun 12, 2025	77,500 options	Price $4.58	Form 4 award; post-transaction ownership 77,500; “Director Stock Option (Right to Buy)”
Director Stock Option (Form 4)	Jun 11, 2024	34,400 options	Price $7.51	“Director Stock Option (Right to Buy)”
Director Stock Option (Form 4)	Jun 6, 2023	9,650 options	Price $6.37	“Director Stock Option (Right to Buy)”

Additional program terms:

New director initial option grant: 68,800 options, vesting in equal annual installments over 3 years; annual grant: 34,400 options; all director options granted at FMV and accelerate in full upon change in control .

Other Directorships & Interlocks

Company	Type	Role	Notes
Avilar Therapeutics, Inc.	Biopharma	Director	Current board
Sojournix, Inc.	Biopharma	Director	Prior board
Dicerna Pharmaceuticals	Biopharma	Director	Prior board; public company board experience referenced
Intekrin Therapeutics	Biopharma	Director	Prior board

No related-party transactions disclosed for Dr. Freed; related-person policies administered by the Audit Committee; threshold $120,000 . No Freed-specific related-person transactions listed in the proxy –.

Expertise & Qualifications

Clinical and regulatory leadership across multiple companies; deep experience in clinical development strategy .
Board-certified in Internal Medicine, Nephrology, and Clinical Pharmacology; FACP .
Demonstrated public company board experience .
Relevant to SLDB’s gene therapy focus through clinical oversight role as Clinical Committee Chair .

Equity Ownership

Measure	Amount / Detail
Total beneficial ownership (as of Mar 31, 2025)	34,614 shares; consists of 3,584 common shares and 31,030 options exercisable within 60 days; less than 1% of outstanding
Options outstanding (as of Dec 31, 2024)	65,430 options (aggregate)
Anti-hedging / anti-pledging	Hedging prohibited; pledging prohibited except extraordinary, pre‑approved circumstances (requires CFO/CLO and Audit Committee approval for directors/executives)
Insider trading plans	Directors may use Rule 10b5‑1 plans; trades must comply with policy

Insider Trades (Form 4)

Filing Date	Transaction Date	Type	Securities	Price	Post-Transaction Ownership	Source
2025-06-13	2025-06-12	Award (Director Stock Option)	77,500 options	$4.58	77,500	https://www.sec.gov/Archives/edgar/data/1707502/000095017025086244/0000950170-25-086244-index.htm
2024-06-13	2024-06-11	Award (Director Stock Option)	34,400 options	$7.51	34,400	https://www.sec.gov/Archives/edgar/data/1707502/000095017024073000/0000950170-24-073000-index.htm
2023-06-08	2023-06-06	Award (Director Stock Option)	9,650 options	$6.37	9,650	https://www.sec.gov/Archives/edgar/data/1707502/000089924323014997/0000899243-23-014997-index.htm

Governance Assessment

Strengths
- Independent director with deep clinical development expertise; serves as Chair of the Clinical Committee (11 meetings in 2024), indicating high engagement on R&D oversight .
- Member of the Compensation Committee (5 meetings in 2024), supporting pay governance .
- Attendance: Company reports all incumbents met ≥75% attendance across Board/committees; 5 Board meetings in 2024 .
- Director pay skewed to equity (≈79% equity in 2024), aligning with shareholder value creation; annual options priced at FMV; acceleration on change in control is standard for directors .
- No disclosed related-party transactions involving Dr. Freed; Section 16 compliance issues not flagged for him (a different director had a late Form 4) .
Watch items
- Director equity awards are time-based (not performance-based); however, this is common for non-employee directors and mitigated by anti-hedging/pledging policy .
- Aggregate options outstanding (65,430 as of 12/31/24) indicate meaningful option exposure; monitor for future amendments or repricings (none disclosed for Dr. Freed; limited modifications affected other departing directors in 2024) .
Overall view
- Dr. Freed’s role as Clinical Committee Chair and Compensation Committee member, combined with independence and attendance, supports board effectiveness and investor confidence. No conflicts or related-party exposures disclosed.

Supporting references: Board/committee composition, independence, meetings and attendance ; director compensation and program terms ; beneficial ownership and options ; insider trading and anti-pledging policies .