Jeffrey Mathiesen
About Jeffrey Mathiesen
Jeffrey S. Mathiesen, age 64, is Chief Financial Officer, Treasurer and Secretary of Solana Company (f/k/a Helius Medical Technologies) since June 2021; he has also served on the Board (and is slated to resign from the Board upon shareholder approval of a new director nominee) . He holds a B.S. in Accounting from the University of South Dakota and is a Certified Public Accountant (inactive), with prior CFO roles in public medtech/biopharma and multiple public company directorships, including NeuroOne (NMTC) and Panbela (PBLA) . Company TSR fell materially over 2022–2024 and net losses persisted; revenue has declined and EBITDA remained negative, highlighting execution challenges and financing dependency amid strategic transitions .
Company performance snapshot
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $778,000 | $605,000 | $476,000 |
| EBITDA ($USD) | -$14,504,000* | -$12,107,000* | -$13,803,000* |
Values retrieved from S&P Global*
TSR (value of $100 initial investment) and Net Loss (company-reported):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR (Value of $100) | $2.33 | $1.22 | $0.10 |
| Net Loss ($USD mm) | $(14.1) | $(8.9) | $(11.7) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NeuroOne Medical Technologies (NMTC) | Director; Audit Chair | 2017–present | Governance and financial oversight in neurology medtech |
| Panbela Therapeutics (PBLA) | Director; Audit Chair; Vice Chair/Lead Independent Director | 2015–Apr 2025 | Oversight during biopharma development; leadership in Board governance |
| Gemphire Therapeutics (acq. by NeuroBo) | Chief Financial Officer | 2015–2018 | Financing and clinical-stage biopharma CFO leadership |
| Sunshine Heart (Nuwellis, NUWE) | Chief Financial Officer | 2011–2015 | Early-stage medtech finance, operations exposure |
| Teewinot Life Sciences | CFO; Advisor to CEO | 2019 (CFO Mar–Oct); Advisor Oct–Dec 2019 | Biosynthetic cannabinoids company; later entered Chapter 11 in Aug 2020 (risk context) |
External Roles
| Organization | Position | Years | Notes |
|---|---|---|---|
| Healthcare Triangle (HCTI) | Director; Audit Chair; Comp Committee Member | Mar 2021–Dec 2022 | Cloud/data transformation for healthcare |
| eNeura (private) | Director | 2018–2020 | Migraine therapy medtech |
Fixed Compensation
| Component | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base Salary ($) | $183,996 (partial year) | $351,750 | $370,000 | $385,000 |
| Target Bonus (% of Salary) | 40% (per employment agreement) | 40% | 40% | 40% |
| Actual Non-Equity Bonus Paid ($) | $68,954 | $70,350 | $74,000 | $112,420 |
| All Other Compensation ($) | $11,385 | $12,845 | $34,642 | $35,224 |
Key terms from Mathiesen Employment Agreement: initial 3-year term from June 14, 2021 with automatic 1-year renewals; base salary $335,000 (subject to review), target cash bonus up to 40% with ability to pay up to 70% of earned bonus in fully vested stock; standard benefits and 20 days paid vacation .
Performance Compensation
- 2024 performance objectives: regulatory goals, revenue goals, financing goals, clinical R&D goals, and manufacturer transition objectives; Compensation Committee determined 83% achievement, and bonuses paid at 83% of target (cash portion reflected below; equity portion may be used up to 70% of earned bonus per agreement) .
Detailed incentive outcome (2024):
| Metric Category | Weighting | Target | Actual | Payout | Vesting/Settlement |
|---|---|---|---|---|---|
| Corporate objectives (regulatory, revenue, financing, clinical R&D, manufacturer transition) | Not disclosed | 40% of base salary | 83% of target | $112,420 cash paid | Cash; company may elect up to 70% of earned bonus as fully vested stock |
Equity awards:
| Year | Award Type | Grant Detail | Fair Value ($) |
|---|---|---|---|
| 2024 | Stock Options | Option to purchase 404,000 shares; 62.5% vested at grant (Jul 2, 2024), remaining 37.5% vesting in 10 equal quarterly installments starting Sep 30, 2024; exercise price = FMV at grant date | $341,380 |
| 2023 | Stock Options | Options vesting in 12 equal quarterly installments starting Mar 31, 2023 | $579,803 |
Clawback policy: Company adopted a policy compliant with Nasdaq/SEC rules requiring recovery of erroneously awarded incentive-based compensation received by Section 16 officers on/after Oct 2, 2023 upon specified restatements; no indemnification allowed for recovery .
Equity Ownership & Alignment
Beneficial ownership:
| As-of Date | Shares Beneficially Owned | % of Class |
|---|---|---|
| May 28, 2024 | 25,307 (incl. 25,069 options exercisable within 60 days) | <1% |
| Oct 1, 2025 | 27,001 (options exercisable within 60 days) | <1% |
Outstanding options (Dec 31, 2024):
| Category | Count (#) | Strike ($) | Notes |
|---|---|---|---|
| Exercisable (selected strikes) | 35; 61 | 953.75; 665.00 | Historical director grants (fully vested) |
| Exercisable | 1,934 | 778.50 | 2011/2021 cycle vesting structure |
| Exercisable | 740 | 234.00 | 2022 grant (fully vested) |
| Exercisable | 300 | 27.00 | 2022 quarterly vesting grant (fully vested) |
| Exercisable | 35,904 | 15.45 | 2023 grant (quarterly vesting) |
| Exercisable | 282,800 | 0.97 | 2024 grant (62.5% immediate; remainder quarterly) |
| Unexercisable | 126; 60 | 778.50; 27.00 | Remaining installments |
| Unexercisable | 17,956 | 15.45 | 2023 grant remaining quarterlies |
| Unexercisable | 121,200 | 0.97 | 2024 grant remaining quarterlies |
- Hedging is prohibited under the Insider Trading Compliance Policy; no pledging disclosures were identified in the proxies reviewed .
- Stock ownership guidelines and compliance status were not disclosed.
Employment Terms
| Term | Detail |
|---|---|
| Start Date & Tenure | CFO since June 14, 2021; ~4+ years in role as of Nov 2025 |
| Agreement Term & Auto-Renewal | Initial 3-year term from June 14, 2021; auto-renews for one-year periods unless non-renewal notice ≥90 days before expiration |
| Severance (non-CIC) | If terminated without cause/resigns for good reason (outside CIC window): base salary for 12 months, pro-rated cash bonus for year of termination, company-paid medical coverage up to 12 months, continued vesting through remainder of then-current term (conditional on release) |
| Change-in-Control (CIC) Treatment | All unvested option shares vest immediately prior to effectiveness of CIC ; if terminated w/o cause or for good reason within 12 months following or 3 months prior to CIC: 1.5x (salary + target cash bonus), accelerated vesting of time-vested equity awards assumed/continued/substituted, plus other conditional benefits (excluding base severance) |
| Non-Compete / Non-Solicit | 1-year post-termination non-competition and non-solicitation obligations |
| One-time Discretionary Bonus (Offset) | Side letter dated Sep 24, 2025 grants a one-time cash bonus of $610,000, which offsets any severance/bonus/equity/retirement or other benefits due; parties agree Sep 18, 2025 offerings do not constitute a CIC or Good Reason event |
Compensation History (Multi-Year)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Salary ($) | $183,996 | $351,750 | $370,000 | $385,000 |
| Option Awards ($) | $1,139,698 | $28,173 | $579,803 | $341,380 |
| Stock Awards ($) | $18,024 | — | — | — |
| Non-Equity Incentive ($) | $68,954 | $70,350 | $74,000 | $112,420 |
| All Other Compensation ($) | $11,385 | $12,845 | $34,642 | $35,224 |
| Total ($) | $1,422,057 | $463,463 | $1,058,445 | $874,024 |
Board Governance
- Mathiesen is an executive (non-independent) director; the Board previously affirmed independence for other directors except the CEO and Mathiesen . Board met four times in 2024; members serving in 2024 attended ≥75% of meetings .
- Upon shareholder approval of the new director nominee, Mathiesen will resign from the Board (remaining CFO) .
- Compensation Committee uses Grant Thornton LLP as an independent compensation consultant and set 2024 base salary increases of 4% for executives .
Say-on-Pay & Shareholder Feedback
- Prior say-on-pay (2021) received 92.2% approval; frequency vote favored triennial (next vote no later than 2027) .
Compensation Structure Analysis
- Shift toward frequent option grants with front-loaded vesting (e.g., 62.5% immediate in 2024 grant), increasing short-term liquidity potential and reducing retention lock-in versus purely time-graded RSUs; RSUs for executives are rarely disclosed versus options .
- Discretionary bonus side letter in 2025 ($610,000) offsets future severance/change-in-control payments, mitigating cash exposure but potentially diminishing termination protection value for the executive (alignment-positive for shareholders) .
- Performance metrics are largely operational (regulatory, revenue, financing, R&D, manufacturing transition), with 83% achievement in 2024; no explicit TSR/EBITDA linkage to annual incentives disclosed .
Risk Indicators & Red Flags
- Persistent net losses and extremely low TSR values over 2022–2024 indicate high execution/financing risk during Mathiesen’s tenure .
- Teewinot Life Sciences (prior employer) filed Chapter 11 in Aug 2020, which is a historical risk context but not a current proceeding for Mathiesen .
- Hedging prohibited; no pledging disclosed; change-in-control provides double-trigger economics, reducing single-trigger windfalls .
Employment & Contracts (Detailed Terms)
| Provision | Mathiesen Employment Agreement |
|---|---|
| Bonus form flexibility | Up to 70% of earned bonus payable in fully vested stock at company’s election |
| CIC equity vesting | All unvested option shares vest immediately prior to CIC |
| CIC cash multiple | 1.5x salary + target cash bonus (double-trigger) |
| Severance (non-CIC) | Base salary + pro-rated bonus; 12 months medical; continued vesting through term remainder |
| Restrictive covenants | 1-year non-compete & non-solicit post-termination |
| Clawback | Nasdaq-compliant recovery of erroneously awarded incentive comp |
Investment Implications
- Pay-for-performance alignment is mixed: annual incentives tie to operational milestones (83% achieved in 2024) but lack explicit financial thresholds (e.g., EBITDA/TSR), while large, front-loaded option grants (62.5% immediate vest) reduce retention leverage and can create near-term selling pressure if options become in-the-money .
- Ownership is de minimis (<1%), and while hedging is prohibited, no pledging policy is disclosed—limiting strong “skin-in-the-game” signals; beneficial ownership rose slightly from 2024 to 2025 but remains immaterial relative to shares outstanding .
- Severance/CIC terms are shareholder-favorable (double-trigger; 1.5x multiple) and the 2025 side letter offsets future severance/bonus liabilities, reducing cash outflow risk in a transaction or termination scenario .
- Execution risk remains high given declining revenues and negative EBITDA, with TSR near zero, placing greater emphasis on CFO-led financing strategy and operational milestones to stabilize the business; any equity-plan expansions and crypto-treasury strategy require disciplined governance to avoid dilution and ensure accretive outcomes .