Joshua Reed

About Joshua Reed

Joshua Reed is an independent director at Scholar Rock (SRRK) serving since March 2021. He is 52 years old (as of March 31, 2025) and is designated by the board as an “audit committee financial expert.” Reed’s background spans CFO roles at clinical-stage biotechs and senior finance leadership at Bristol‑Myers Squibb. He holds a B.S. in Finance from Rutgers University and an M.B.A. (Finance & Corporate Strategy) from the University of Michigan Ross School of Business .

Past Roles

External Roles

Board Governance

• Board tenure and class: Director since 2021; Class I (term to 2028, re-elected at May 22, 2025 meeting) .
• Independence: Board determined all directors other than the CEO are independent; Reed is independent .
• Committee assignments and chair roles:
  • Audit Committee: Chair; members include Richard Brudnick and Katie Peng (Reed designated “audit committee financial expert”) .
  • 2024 change: Peng replaced Nashat as audit member following 2024 annual meeting .
• Attendance: The board met 8 times in 2024; each director attended ≥75% of aggregate board and committee meetings .
• Annual meeting presence: All directors attended the 2024 annual meeting .
• 2025 shareholder support: Re-elected with 68,121,773 “For” vs 20,033,869 “Withheld”; Say‑on‑Pay 84,838,269 “For” / 3,279,486 “Against” .

Fixed Compensation

• Non-Employee Director Compensation Policy (as of 2024 revision): Retainers and fees below; Reed, as Audit Chair, is eligible for board retainer + audit member + audit chair fees. | Component | 2024 Annual Rate | |---|---:| | Board retainer (non-employee member) | $45,000 | | Audit Committee member | $10,000 | | Audit Committee chair (additional) | $10,000 |

• Actual director compensation received by Joshua Reed: | Year | Cash Fees ($) | Option Awards ($, grant-date FV) | Stock Awards ($, grant-date FV) | Total ($) | |---|---:|---:|---:|---:| | 2024 | 63,640 | 112,257 | 112,860 | 288,757 | | 2023 | 60,000 | 245,704 | — | 305,704 |

Notes:

• The policy was revised on April 9, 2024, increasing the board retainer (from $40,000 to $45,000) and Compensation Committee retainers; audit fees unchanged. 2024 cash paid reflects pro‑ration/timing under revised policy .

Performance Compensation

• Equity grant structure (policy):

  • 2024 Annual Equity Grant: Option to purchase 18,000 shares + 13,500 RSUs; vests in full on the earlier of the first anniversary of grant or next annual meeting .
  • 2023 Annual Equity Grant (prior policy): Option to purchase 36,000 shares (no RSUs) .

• 2024 equity received by Joshua Reed (grant-date fair value): | Metric | 2024 | |---|---| | Option Awards ($) | 112,257 | | Stock Awards ($) | 112,860 |

• Outstanding equity positions for Reed (as of Dec 31, 2024): | Security | Quantity | |---|---:| | Options outstanding (all tranches) | 97,600 | | RSUs outstanding | 13,500 |

• Performance metrics tied to director compensation: None disclosed for directors (director equity is time‑based; no performance-vesting metrics are cited) .

Other Directorships & Interlocks

Expertise & Qualifications

• Finance and capital markets: Public-company CFO (Omega; Aldeyra), audit committee financial expert .
• Large-cap pharma operations: Led finance for BMS U.S. & Puerto Rico ($12B unit) and prior FP&A/supply chain/ops/M&A roles .
• Education: B.S. Finance (Rutgers); MBA Finance & Corporate Strategy (Michigan Ross) .

Equity Ownership

• Beneficial ownership (as of March 26, 2025): | Holder | Total Beneficial Ownership | As % of SO | Composition | |---|---:|---:|---| | Joshua Reed | 111,100 shares | <1% (denoted “*”) | 97,600 options exercisable within 60 days + 13,500 RSUs expected to vest within 60 days |
• Pledging/hedging: Company policy prohibits short sales, derivative/hedging transactions, and pledging/margin of company stock for directors and officers .

Governance Assessment

• Strengths:

  • Independent director with deep CFO experience and designated audit committee financial expert; chairs the Audit Committee, which oversees financial reporting, internal controls, ERM (including cybersecurity), and related‑party reviews .
  • Solid engagement: Board reports ≥75% attendance for each director in 2024 and full board attendance at the 2024 annual meeting .
  • Shareholder support signals: Strong 2025 re‑election support and robust Say‑on‑Pay approval (context for governance climate) .
  • Alignment: Meaningful annual equity grants, with 2024 policy shift to include RSUs alongside options; outstanding 97.6K options and 13.5K RSUs indicate ongoing equity exposure .

• Risks/considerations:

  • No performance‑conditioned director equity; awards are time‑based (common market practice but offers limited direct pay‑for‑performance linkage for directors) .
  • No director‑specific attendance detail beyond ≥75% aggregate standard disclosed (cannot assess individual attendance more precisely) .

• Conflicts and related‑party exposure:

  • No related‑party transactions involving Reed disclosed; audit committee reviews related‑party items per policy .
  • Company prohibits hedging/pledging, reducing misalignment risk .

• RED FLAGS:

  • None identified relating to Reed (no pledging/hedging, no related‑party transactions, no disclosed legal proceedings) .

Fixed Compensation (Detail)

Performance Compensation (Detail)

Other Notes

• Company-wide Compensation Recovery Policy (clawback) adopted Nov 28, 2023 in compliance with Nasdaq rules (applies to incentive‑based pay for executive officers; not director retainers) .
• Audit Committee met four times in 2024; Reed authored the Audit Committee report alongside other members .

Overall: Reed’s finance depth and Audit Chair role, independence, and equity exposure support board effectiveness and investor confidence. Lack of performance‑conditioned director equity is typical but worth noting; no conflicts or red flags surfaced in disclosures.

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