Ty Howton
Solid BiosciencesAbout Ty Howton
David Tyronne “Ty” Howton, 53, is Chief Operating Officer and Secretary of Solid Biosciences (SLDB). He has served as COO since September 2023, previously as Chief Administrative Officer (Dec 2022–Sep 2023) and General Counsel (Dec 2022–Jul 2024). He holds a B.A. in Political Science from Yale and a J.D. from Northwestern University School of Law . Company performance during his tenure reflects ongoing losses and negative TSR: FY2024 net loss was approximately $124.7M*, EBITDA -$127.3M*, and TSR value of a $100 investment declined to $15.24 in 2024 vs. $23.39 in 2023 ; Net loss and EBITDA trends are consistent with development-stage biotech economics*.
| Company Performance | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $8,094,000* | n/a* | n/a* |
| EBITDA ($) | -$91,996,000* | -$101,734,000* | -$127,273,000* |
| Net Income - (IS) ($) | -$85,981,000* | -$96,015,000* | -$124,697,000* |
| TSR – Value of $100 Investment | $20.50 | $23.39 | $15.24 |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Solid Biosciences | Chief Operating Officer; Secretary | Sep 2023–present; Dec 2022–present | Operational leadership, post-AavantiBio integration, governance |
| Solid Biosciences | Chief Administrative Officer; General Counsel | Dec 2022–Sep 2023; Dec 2022–Jul 2024 | Enterprise admin, legal, corporate secretary |
| AavantiBio, Inc. | Chief Operating Officer & General Counsel | Mar 2021–Dec 2022 | Built operations; contributed to pre-merger posture |
| Sarepta Therapeutics | EVP, General Counsel & Corporate Secretary | Nov 2012–Dec 2020 | Scaled legal and compliance for commercial-stage gene therapy company |
| Vertex Pharmaceuticals | SVP & Chief Legal Officer, Chief Compliance Officer | Not disclosed | Led legal/compliance at large-cap biotech |
| Genentech | Legal roles | Not disclosed | Legal leadership at top-tier biotech |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Make-A-Wish Massachusetts & Rhode Island | Board Member | Since Mar 2021 | Non-profit governance |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus Paid ($) |
|---|---|---|---|
| 2023 | $455,000 | 40% (per employment agreement) | $182,000 |
| 2024 | $473,200 | 40% (per employment agreement) | $189,280 (100% of target) |
| 2025 (set) | $513,400 | Up to 45% (eligibility) | Not disclosed |
Multi-year cash comp shows a discretionary bonus equal to target in 2024 despite negative TSR and losses, indicating limited disclosed metric linkage to financial outcomes .
Performance Compensation
| Instrument | Grant Date | Shares / Units | Fair Value ($) | Vesting | Performance Metrics / Weighting | Payout Mechanics |
|---|---|---|---|---|---|---|
| Stock Options | Dec 2, 2022 | 104,410 | Not disclosed | 25% at 1-year; 1/48 monthly thereafter; 4-year total | Time-based | Exercise price $6.77; expires 12/02/2032 |
| RSUs | Dec 2, 2022 | 52,205 | Not disclosed | 25% annually over 4 years | Time-based | Time-vesting |
| Stock Options | Feb 13, 2024 | 117,500 | $831,076 (2024 option awards) | Same 4-year schedule as above | Time-based | Exercise price $7.85; expires 2/13/2034 |
| RSUs | Feb 13, 2024 | 58,750 | Included in $1,057,038 (2024 stock awards) | 25% annually over 4 years | Time-based | Time-vesting |
| PSUs (Target) | Jun 11, 2024 | 317,365 | Included in $1,057,038 (probable outcomes) | Up to 25% at 2026 Evaluation; remainder by 2027 Evaluation | Four non-market, non-financial milestones; evenly split 25% each | Cancellation of unused allocations after 2027 Evaluation |
| RSUs | Jan 2025 | 169,100 | Not disclosed | 25% annually over 4 years | Time-based | Time-vesting |
Notes:
- 2024 stock awards column aggregates RSUs and PSUs; grant-date fair value reflects probable performance (higher scenario disclosed for others; Howton’s high-case noted at company level) .
- PSU performance details are not financial/market; precise milestone definitions not disclosed; evaluation in Q1’26 and Q1’27 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 124,592 shares; includes 99,803 options exercisable within 60 days; <1% of shares outstanding (footnote 10) |
| Options – Exercisable / Unexercisable (12/31/24) | 52,208 exercisable; 52,202 unexercisable (Dec 2022 grant, $6.77); plus 117,500 unexercisable (Feb 2024 grant, $7.85) |
| RSUs – Unvested (12/31/24) | 26,103 (Dec 2022 RSUs); 58,750 (Feb 2024 RSUs) |
| PSUs – Target (12/31/24) | 317,365 target units; up to 25% potentially vest at 2026 Evaluation |
| Stock Ownership Guidelines | None formal for executives; equity grants used to promote alignment and retention |
| Hedging/Pledging | Company prohibits hedging and pledging; limited pledge exceptions require pre-approval; anti-short, anti-derivatives |
| 10b5-1 Plans | Executives may use Rule 10b5-1 plans; not specific to Howton disclosed |
Vesting calendar concentration around Dec (inducement), Feb (annual grants), and Jan (2025 RSUs) may create periodic supply; company policy mitigates abusive trading, but normal selling for tax/wealth diversification remains possible .
Employment Terms
| Term | Key Provision |
|---|---|
| Employment Agreement | Executed Sep 29, 2022; roles effective Dec 2, 2022 |
| Base Salary & Bonus Eligibility | Initial base $455,000; target bonus eligibility 40% (agreement); 2025 eligibility up to 45% |
| Non-Compete / Non-Solicit | One-year post-termination non-compete and non-solicit; confidentiality continues indefinitely |
| Severance – No CIC (termination without cause / good reason) | 12 months base salary; COBRA premium contributions up to 12 months; Accrued obligations; (Dr. Brooks also gets prorated target bonus; not applicable to Howton) |
| Severance – With CIC (termination within 12 months post-CIC) | 12 months base salary; COBRA up to 12 months; lump sum 100% target bonus; full acceleration of time-based equity; double-trigger (requires termination) |
| Clawback | Dodd-Frank/Nasdaq-compliant clawback adopted Oct 2, 2023; covers incentive comp tied to financial metrics, stock price, and TSR in restatements |
| 401(k) & Other Benefits | 401(k) match policy: 60% of employee contributions up to 6% of salary+bonus; standard benefits eligibility |
Multi-Year Compensation Summary (Named Executive Officer)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | $473,200 | $189,280 | $1,057,038 | $831,076 | $12,420 | $2,563,014 |
| 2023 | $455,000 | $182,000 | — | — | $11,880 | $648,880 |
Compensation Structure Analysis
- Mix shift toward equity in 2024 with significant RSU/PSU and option grants, emphasizing retention and milestone execution in lieu of near-term financial metrics .
- Discretionary bonus equal to 100% of target in 2024 despite negative TSR and losses suggests limited disclosed pay-for-performance linkage to financial outcomes; PSUs are tied to non-financial milestones with binary vesting gates .
- Double-trigger CIC equity acceleration and 100% target bonus payout provide meaningful downside protection in a sale; clawback policy adds governance guardrails .
- No executive ownership guidelines; alignment relies on ongoing equity grants and vesting schedules .
Risk Indicators & Red Flags
- TSR deterioration (value of $100 at $15.24 in 2024) and ongoing net losses highlight execution risk in pipeline milestones; discretionary bonuses may be scrutinized by investors for alignment .
- Large authorized share increases and equity plan expansions create potential dilution; Board seeks doubling authorized common stock to 240M and +9M shares to 2020 Plan .
- Hedging/pledging prohibited except rare pre-approved pledges; no related-party transactions disclosed for Howton; Section 16(a) compliance reported (no delinquency for Howton) .
Compensation Committee Analysis
- Compensation Committee: Georgia Keresty (Chair), Martin Freed, Sukumar Nagendran; independent; met five times in 2024 .
- Independent consultant Radford engaged for benchmarking; peer group not disclosed in proxy; committee administers cash/equity plans and recommends director pay .
Equity Plan Overhang & Dilution Context
- As of 3/31/2025: 77.49M shares outstanding; extensive reserves for RSUs/PSUs/options and pre-funded warrants; zero unreserved shares remained under prior authorization, prompting proposals to increase authorized shares and plan capacity .
- Equity compensation plans outstanding and available shares detail provided, including inducement grants to executives (e.g., Howton’s 2022 option/RSU) .
Investment Implications
- Pay-for-performance alignment: Cash bonuses in 2024 were discretionary and equal to target regardless of TSR and losses; equity incentives hinge on non-financial milestones with binary vesting—focus diligence on milestone definitions and probability to assess expected PSU value realization .
- Retention and selling pressure: Layered vesting across Dec/Feb/Jan plus sizable unvested RSUs/PSUs and options can create periodic supply; anti-hedging/pledging mitigates misalignment, but expect routine 10b5-1 sales for tax/portfolio reasons .
- Change-in-control economics: Double-trigger structure with time-based equity acceleration and 100% target bonus could reduce resistance to strategic transactions, supporting optionality if capital needs or pipeline outcomes drive M&A .
- Dilution risk: Active capital raising (2024 private placement; 2025 underwritten offering) and proposals to expand authorized shares and plan evergreen increase dilution overhang; monitor board approvals and equity plan usage rate .
- Governance safeguards: Clawback policy, independent comp committee, insider trading controls are positives; absence of explicit ownership guidelines places emphasis on grant design for alignment .