Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 25, 2019, following approval of the board of directors (the “Board”), Solid Biosciences Inc. (the “Company”) entered into employment agreements with each of its executive officers, which employment agreements amend and restate the terms of the executive officers’ existing agreements (with the exception of the restrictive covenant provisions contained therein).
The employment agreements set forth the terms of the executive officers’ compensation, including their base salary, and annual performance bonus opportunity. In addition, the employment agreements provide that, subject to eligibility requirements under the plan documents governing such programs and the Company’s policies, the executive officers are entitled, on the same basis as other Company employees to participate in and receive benefits under, any medical, vision and dental insurance policy maintained by the Company and the Company will pay, consistent with its then current employee benefit policy, a portion of the cost of the premiums for any such insurance policy in which the executive officer elects to participate. Each executive officer will also be eligible to receive paid vacation time, sick time, and Company holidays consistent with the Company’s policies as then in effect from time to time and equity awards at such times and on such terms and conditions as the Board may determine.
Pursuant to their respective employment agreements, each of the Company’s named executive officers is entitled to an annual base salary effective as of January 1, 2019 as follows: Ilan Ganot, the Company’s Chief Executive Officer, will be entitled to receive an annual base salary of $520,000; Jorge A. Quiroz, the Company’s Chief Medical Officer, will be entitled to receive an annual base salary of $412,500; and Jennifer Ziolkowski, the Company’s Chief Financial Officer, will be entitled to receive an annual base salary of $380,000. Each executive officer’s base salary will be reviewed by the Board from time to time and is subject to change in the discretion of the Board.
Under their respective employment agreements, each of the Company’s named executive officers is also eligible to earn an annual performance bonus, with a target bonus amount equal to a specified percentage of such officer’s annual base salary, based upon the Board’s assessment of the executive’s performance and the Company’s attainment of targeted goals as set by the Board in its sole discretion. The bonus may be in the form of cash, equity award(s), or a combination of cash and equity. Mr. Ganot will be eligible for an annual discretionary bonus of up to 55% of his base salary. Mr. Quiroz will be eligible for an annual discretionary bonus of up to 40% of his base salary. Ms. Ziolkowski will be eligible for an annual discretionary bonus of up to 40% of her base salary.
Each of Mr. Ganot, Mr. Quiroz and Ms. Ziolkowski will remain bound by proprietary rights,non-disclosure, developments,non-competition andnon-solicitation obligations pursuant to the restrictive covenants in their existing employment agreements, which provisions shall remain in full force and effect. Under these restrictive covenants, each executive officer has agreed not to compete with the Company during his or her employment and for a period of one year after the termination of his or her employment (provided that Mr. Ganot is not restricted from promoting treatments for, or endeavoring to cure, Duchenne Muscular Dystrophy), not to solicit the Company’s employees, consultants, or actual or prospective customers or business relations during his or her employment and for a period of one year after the termination of his or her employment, and to protect the Company’s confidential and proprietary information indefinitely. In addition, under these restrictive covenants, each executive officer has agreed that the Company owns all inventions that are developed by such executive officer during a specified period of time with respect to any inventions made by the executive officer that are related to the executive officer’s activities while employed by the Company.
Potential Payments upon Termination or Change in Control
The employment agreements and the employment of each of Mr. Ganot, Mr. Quiroz and Ms. Ziolkowski may be terminated as follows: (1) upon the death of the executive officer or at the election of the Company due to the executive officer’s “disability” (as disability is defined in the applicable employment agreement); (2) at the Company’s election, with or without “cause” (as cause is defined in the applicable employment agreement); and (3) at such executive officer’s election, with or without “good reason” (as good reason is defined in the applicable employment agreement).
