Solid Biosciences Inc

This proposal requests an advisory (non-binding) ratification by stockholders of the Board’s appointment of Ilan Ganot to serve as a Class I director until the 2028 annual meeting. Management is seeking shareholder approval principally as a governance matter because Mr. Ganot moved from Class III to Class I to balance the classes of the Board, and the Board determined it was appropriate to seek stockholder input despite the appointment being within the Board’s authority. Mr. Ganot is a founder and former CEO with deep institutional knowledge of the company, and his continued presence contributes continuity and subject-matter expertise to the Board. The advisory nature of the vote means the Board is not legally bound by the outcome, but has committed to consider a majority disapproval seriously — the nominating and corporate governance committee may ask Mr. Ganot to resign if a majority do not approve. A vote FOR signals stockholder endorsement of the Board’s governance judgment and of Mr. Ganot’s qualifications; a vote AGAINST would be a reputational signal prompting the committee to evaluate his continued service. The context includes his prior executive service, recent class reassignment to equalize board classes, and the Board’s stated desire to maintain good corporate governance practices. Risks and implications are primarily governance- and signaling-related rather than operational: an adverse vote could lead to changes in Board composition or public disclosure about the Board’s rationale if it chooses not to accept a requested resignation. The Board recommends FOR, citing his experience and the Board’s view that ratification is appropriate for transparency and stockholder input.

This proposal asks shareholders to approve an amendment to the Company’s Certificate of Incorporation to increase the number of authorized common shares from 240 million to 480 million (and total authorized shares to 490 million including preferred). Management is seeking approval to provide the Company with additional flexibility to support future financings (public or private), equity-based compensation, strategic partnerships or acquisitions, and other corporate needs without the delay and cost of seeking further shareholder approval for each issuance. The filing also explains there are currently substantial outstanding awards, reserved shares, pre-funded warrants and an ATM program that reduce the pool of unreserved authorized shares, and the increase is intended to replenish capacity for typical corporate actions. The Board emphasizes it has no present plan to issue a material portion of the authorized increase immediately, but wants discretion to act promptly if opportunities arise. The amendment could be dilutive to existing shareholders and may be perceived by some as an anti-takeover measure since a larger authorized share pool can be used to frustrate unsolicited transactions, so shareholders should weigh the governance trade-offs. The Board recommends FOR, arguing the operational and financing flexibility outweighs these concerns and noting the amendment would only become effective upon filing with the Delaware Secretary of State. Practically, approval enables management to preserve cash and move quickly on financing and strategic alternatives, while the Company commits to using its judgment in the best interests of stockholders.

This non-binding ‘say-on-pay’ proposal asks stockholders to approve the Company’s named executive officer compensation as disclosed in the proxy statement, including salary, bonuses, equity awards (RSUs, PSUs, options) and related disclosures. Management is seeking this advisory approval to validate its pay-for-performance philosophy and to secure a stockholder endorsement of the mix of short- and long-term incentives used to attract, retain and motivate executives. The proxy discloses substantial equity-based compensation tied to time-based vesting and performance-based PSUs, and the Board frames these awards as alignment of management and stockholder interests through long‑term equity stakes. Because the vote is advisory, it will not change compensation automatically but the Board and compensation committee state they will consider the outcome when making future pay decisions and believe stockholder feedback is an important governance input. Potential concerns for investors include the magnitude of equity grants and the dilution impact, while the Company points to recent performance milestones that triggered partial PSU vesting as evidence of alignment. The Board recommends a FOR vote, asserting that the program is designed to support strategic objectives and balance near-term operational goals with long-term value creation. An adverse vote would be a significant governance signal prompting the compensation committee to engage with major holders and possibly recalibrate program design.