Paul Hoelscher
About Paul Hoelscher
Independent Class I director at Sagimet Biosciences (SGMT); age 60; director since April 2024. He is Audit Committee Chair and a designated “audit committee financial expert.” Previously EVP & CFO of Horizon Therapeutics (2014–May 2022), with earlier senior finance roles at OfficeMax and Alberto Culver, and audit experience at KPMG. He holds a B.S. in Accountancy from the University of Illinois and is a CPA. His current Class I term runs through the 2027 annual meeting; the Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Horizon Therapeutics plc | EVP & Chief Financial Officer | 2014–May 2022 | Oversaw all aspects of financial operations . |
| OfficeMax, Inc. | SVP, Finance, Treasury & Corp Dev | 2012–2014 | Co-led OfficeMax/Office Depot integration . |
| Alberto Culver Company | Financial leadership roles | ~19 years (prior to 2012) | Progressive finance leadership positions . |
| KPMG LLP | Audit practice | 7 years (early career) | External audit experience . |
| Reneo Pharmaceuticals, Inc. (now OnKure Therapeutics, Inc.) | Director | Jan 2022–Oct 2024 | Board service at a public pharmaceutical company . |
| Leukemia & Lymphoma Society (Illinois Region) | Board of Trustees (two terms as chair) | 2007–2022 | Non-profit governance and leadership . |
External Roles
| Company | Role | Since/Until |
|---|---|---|
| — | No current other public company directorships disclosed | — |
| Reneo Pharmaceuticals, Inc. (now OnKure Therapeutics, Inc.) | Director | Jan 2022–Oct 2024 |
Board Governance
- Structure and independence: Class I director (term expires 2027); Board deemed Hoelscher independent under Nasdaq rules .
- Committee assignments: Audit Committee Chair; Audit Committee members are all independent; Hoelscher is a designated audit committee financial expert .
- Attendance: In 2024 the Board met 8x; Audit met 4x; each director attended at least 75% of their committee meetings .
- Audit Committee remit: Oversees financial reporting, auditor selection, related-party transactions review, insurance, significant and emerging cybersecurity risks (including material incidents and related disclosure), and pre-approves audit/non-audit services .
- Executive sessions and governance practices: Independent directors meet in regular executive sessions; committees comprised entirely of independents .
| Governance Item | Status |
|---|---|
| Board Class/Term | Class I; term to 2027 annual meeting |
| Independence | Independent director |
| Committee Roles | Audit Committee Chair; Financial Expert |
| 2024 Attendance Benchmark | ≥75% of committee meetings for each director |
Fixed Compensation
- Director compensation policy (non-employee):
- Annual Board retainer: $40,000 (cash; may elect fully-vested stock in lieu) .
- Committee retainers: Audit Chair $15,000; Audit member $7,500; Comp Chair $10,000; Comp member $5,000; NCGC Chair $10,000; NCGC member $4,500; Non-exec Chair of the Board $30,000 .
- Initial equity: Stock option award with $300,000 fair value; vests monthly over 3 years; Annual equity: $180,000 fair value stock option; vests monthly over 1 year; both fully accelerate upon sale of the Company .
- Annual caps: First calendar year as director ≤$750,000; other years ≤$500,000 (cash + equity) . The 2023 Plan also caps non-employee director comp at $500,000 in grant-date value plus cash per year (initial year $750,000) .
| 2024 Director Compensation (SGMT) | Cash Fees ($) | Equity ($) | Total ($) |
|---|---|---|---|
| Paul Hoelscher | 41,250 | 326,443 (stock options, grant-date fair value) | 367,693 |
Notes: As of 12/31/2024, Hoelscher held 82,293 unexercised options .
Performance Compensation
Directors do not receive performance-based cash bonuses. Equity awards are time-vested stock options as per the director policy.
| Element | Metric/Term | Details |
|---|---|---|
| Initial Grant | Stock options (FV $300,000) | Vests in equal monthly installments over 3 years; service-based . |
| Annual Grant | Stock options (FV $180,000) | Vests in equal monthly installments over 1 year; service-based . |
| Change-in-Control | Vesting | Full accelerated vesting of director Initial/Annual grants upon sale of the Company . |
| Cash Retainer Election | Form | Option to take Board cash retainers in fully-vested shares . |
Other Directorships & Interlocks
| Relationship | Detail | Implication |
|---|---|---|
| Current public boards | None | Limits external interlocks currently . |
| Prior public board | Reneo/OnKure (Director, 2022–2024) | Sector-relevant oversight experience . |
| Shared prior employer on SGMT board | Hoelscher (former CFO, Horizon); Timothy P. Walbert (former Chairman/CEO, Horizon; current SGMT director; also on Audit & Compensation Committees) | Network tie that may influence perspectives; not a related-party transaction per proxy disclosures . |
Expertise & Qualifications
- Financial leadership: Former public-company CFO; deep capital markets, integration, and FP&A experience .
- Accounting/audit: CPA; 7 years in KPMG audit; designated audit committee financial expert at SGMT .
- Sector experience: Long-tenured leadership in pharma/biotech (Horizon) and consumer (Alberto Culver), plus public-company board exposure .
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial ownership (Series A) | 37,673 shares (all options exercisable within 60 days as of 4/14/2025) |
| % of outstanding (Series A) | Less than 1% |
| Unexercised options (12/31/2024) | 82,293 options |
Notes: Beneficial ownership percentages based on 30,674,855 Series A shares outstanding as of April 14, 2025 .
Governance Assessment
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Strengths
- Independent Audit Chair and named audit committee financial expert; committee charter explicitly covers financial reporting integrity, auditor oversight, related-party review, and cybersecurity risk, which supports robust risk oversight .
- Attendance acceptable; Board and committees met regularly in 2024, and every director met the ≥75% threshold .
- Director equity is at-risk and time-vested, aligning incentives with shareholders; cash retainers are modest and may be taken in stock, enhancing alignment .
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Watch items
- Ownership is modest (<1%), typical for a newer director, but investors may prefer continued accumulation for alignment over time .
- The 2023 Plan permits option repricing without stockholder approval, a potential governance red flag if ever utilized (applies company-wide, including director awards) .
- Network tie to fellow director Timothy Walbert via prior Horizon leadership; not a related-party transaction but relevant to board dynamics and independence perceptions .
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Conflicts/related-party checks
- Related-person transactions disclosed in the proxy involve Ascletis/Gannex (affiliated with a former director), not Hoelscher. Audit Committee (which he chairs) oversees related-party transaction approvals per policy .
- Board determined Hoelscher has no relationships interfering with independence under Nasdaq rules .
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Additional protections
- Company maintains a Clawback Policy (primarily applicable to officers), Code of Conduct, and indemnification provisions; independent director executive sessions are held regularly .