Sukumar Nagendran - Director | Solid Biosciences (SLDB) Executive Profile & Compensation

About Sukumar Nagendran

Sukumar Nagendran, M.D., age 59, has served on Solid Biosciences’ Board since September 2018. He is President, Head of R&D at Taysha Gene Therapies (since December 2022) and has been on Taysha’s board since July 2020; prior roles include CMO and President of R&D at Jaguar Gene Therapy (Feb 2020–Dec 2022), CMO/SVP at AveXis (Sep 2015–Jul 2018), and VP Medical Affairs at Quest Diagnostics (Mar 2013–Sep 2015). He holds a Biochemistry degree from Rutgers University, an M.D. from Rutgers Medical School, and trained in Internal Medicine at Mayo Clinic; he is a Mayo Alumni Laureate and sponsors an ADA scholar award; he also serves on the board of SalioGen Therapeutics .

Past Roles

Organization	Role	Tenure	Committees/Impact
Jaguar Gene Therapy	Chief Medical Officer; President, R&D	Feb 2020–Dec 2022	Led clinical/R&D strategy in gene therapy
AveXis (acquired by Novartis)	Chief Medical Officer; SVP	Sep 2015–Jul 2018	Clinical leadership during company’s acquisition by Novartis
Quest Diagnostics	VP, Medical Affairs	Mar 2013–Sep 2015	Medical affairs leadership
Pfizer; Novartis; Daiichi Sankyo; Reata	Leadership positions	Not disclosed	Key leadership roles in pharma
Clinical practice	Internal Medicine physician	Prior to biotech (dates not disclosed)	Focus on diabetes/cardiovascular disease

External Roles

Organization	Role	Tenure	Notes
Taysha Gene Therapies, Inc.	President, Head of R&D	Since Dec 2022	Public company; gene therapy focus
Taysha Gene Therapies, Inc.	Director	Since Jul 2020	Board member
SalioGen Therapeutics	Director	Not disclosed	Private company board
American Diabetes Association	Sponsor, Fonseca-Nagendran Scholar award	Not disclosed	Research in minority populations

Board Governance

Board classification: Class I director; nominated for re-election in 2025 with term to 2028 if elected .
Independence: Board determined all directors except CEO Alexander Cumbo and Ilan Ganot are independent; thus Dr. Nagendran is independent under Nasdaq rules .
Committees:
- Compensation Committee member (Chair: Georgia Keresty); committee met 5 times in 2024 .
- Clinical Committee member (Chair: Martin Freed); committee met 11 times in 2024 .
- Not a member of Audit or Nominating & Corporate Governance (Audit members: Sullivan [chair], Keresty, Stone; Nominating members: Stone [chair], Kahn, Sullivan) .
Attendance: The Board met 5 times in 2024; each incumbent director attended at least 75% of the combined total Board and committee meetings .
Executive sessions and governance practices: Independent directors meet at least twice annually in executive session per governance guidelines .

Fixed Compensation

Director cash retainer program (current as of 2025):

Fee Type	Member Annual Fee ($)	Chair Incremental Annual Fee ($)
Board of Directors	40,000	35,000
Audit Committee	7,500	7,500
Clinical Committee	7,500	7,500
Compensation Committee	5,000	5,000
Nominating & Corporate Governance	4,000	4,000

Non-employee director cash actually paid (Sukumar Nagendran):

Year	Fees Earned or Paid in Cash ($)
2023	52,500
2024	52,500

Notes:

Fees are payable semi-annually and pro-rated if service changes mid-period .

Performance Compensation

Program structure and grants:

Annual Option grant sizing: 9,650 shares in 2023; vests in full on the earlier of one-year anniversary or immediately prior to the next annual meeting; exercise price at fair market value on grant date; full vesting on change in control .
Updated program (2025 proxy): Annual Option increased to 34,400 shares; Initial Option for new directors 68,800 shares, with equal annual installments over three years .
Non-employee director compensation cap under Amended Plan: $500,000 per incumbent director per calendar year ($1,000,000 initial year) based on grant-date fair value; exceptions only in extraordinary circumstances with independent approval .

Sukumar Nagendran – equity awards and values:

Year	Award Type	Shares Granted (#)	Grant Date	Grant Date Fair Value ($)
2023	Stock Options (Annual)	9,650	Not disclosed	54,221
2024	Stock Options (Annual)	34,400	June 11, 2024	224,204

Additional details:

As of 12/31/2024, Dr. Nagendran held options to purchase 63,765 shares (aggregate) .
Vesting schedules: Annual option awards to non-employee directors vest per the program; options are granted at fair market value and become exercisable in full upon a change in control .

Other Directorships & Interlocks

Company	Public/Private	Role	Potential Interlock/Conflict Consideration
Taysha Gene Therapies, Inc.	Public	President, Head of R&D; Director	Same modality focus (gene therapy) as SLDB; oversight and confidentiality managed under corporate governance; no related-party transactions disclosed involving Dr. Nagendran .
SalioGen Therapeutics	Private	Director	No disclosed transactions with SLDB .

Related party policy: SLDB audit committee reviews and approves related-person transactions >$120,000; annual review for ongoing transactions .
No related-person transactions disclosed for Dr. Nagendran; disclosed arrangements in proxy primarily involve Ilan and Ms. Ganot and others .

Expertise & Qualifications

Medical and clinical leadership: Extensive clinical development leadership (AveXis, Jaguar, Taysha) in gene therapy; internal medicine training at Mayo Clinic .
Industry breadth: Leadership roles at Pfizer, Novartis, Daiichi Sankyo, Reata; medical affairs at Quest Diagnostics .
Academic and recognition: Biochemistry (Rutgers), M.D. (Rutgers Medical School), Mayo Alumni Laureate; philanthropic sponsorship at ADA .
Board role: Independent director adding deep therapeutic area expertise to SLDB’s clinical committee and compensation decision-making .

Equity Ownership

Item	Amount
Beneficial Ownership (shares)	33,515 (less than 1%)
Common Shares Owned	4,150
Options Exercisable within 60 days	29,365
Total Options Held (as of 12/31/2024)	63,765
Shares Outstanding (basis for % calc)	77,492,959
Hedging/Pledging Policy	Prohibits short sales, derivatives, hedging; pledging prohibited except in extraordinary situations with pre-approval (including audit committee for directors/officers)
Section 16 Compliance	No delinquency noted for Dr. Nagendran; one late Form 4 noted for Adam Stone

Governance Assessment

Board effectiveness: Independent status; active committee participation in Compensation and Clinical committees; Board and committee structure aligns with risk oversight (clinical, compensation, audit, nominating) .
Attendance and engagement: Board met 5 times; each incumbent director met ≥75% attendance threshold; Clinical and Compensation committees met frequently (11 and 5 times respectively), indicating robust engagement on clinical strategy and pay governance .
Compensation alignment: Director pay mixes modest cash retainers with time-vested options; 2024 total $276,704 for Dr. Nagendran, largely equity ($224,204) with $52,500 cash fees; non-employee director compensation capped by plan governance .
Ownership alignment: Beneficial ownership is small (<1%); option holdings significant relative to role, creating equity exposure; anti-hedging/pledging policy strengthens alignment and risk controls .
Conflicts and red flags:
- Potential conflict area: Concurrent senior executive role and directorship at Taysha (gene therapy) may create perceived competitive interlock; however, SLDB’s policy and lack of disclosed related-party transactions mitigate immediate conflict concerns .
- No Section 16 delinquency for Dr. Nagendran; no pledging disclosed; no director-specific related-party transactions or pay anomalies disclosed .
Overall signal: Strong clinical expertise and independent status support board effectiveness; pay structure is standard for biotech boards with equity-heavy mix; monitoring of cross-company roles (Taysha) advisable for information flow and competitive sensitivity .