Andrew Sinclair
SOLENO THERAPEUTICSAbout Andrew Sinclair
Andrew Sinclair, Ph.D., age 53, has served as an independent director of Soleno Therapeutics since December 19, 2018 (Class I; current term expires in 2027). He is Partner at Abingworth LLP, focusing on life sciences investments, and previously held equity research roles at HSBC, Credit Suisse, and SG Cowen. He holds a B.Sc. in Microbiology from King’s College London and a Ph.D. in Chemistry and Genetic Engineering from the BBSRC Institute of Plant Science, Norwich .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HSBC Global Markets | Senior Equity Analyst, Director covering mid-cap pharma | Not disclosed | Investment research leadership in pharma |
| Credit Suisse | Biotechnology Analyst | Not disclosed | Sector analysis |
| SG Cowen | Biotechnology Analyst | Not disclosed | Sector analysis |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Abingworth LLP (Carlyle affiliate) | Partner (public/private biotech investing) | Since Nov 2008 | Shared voting power over Abingworth holdings; life sciences investment expertise |
| Adicet Bio, Inc. | Director | Current | Board role; committee details not disclosed |
| Sierra Oncology, Inc. | Director (prior) | Prior | Board role (company acquired); details not disclosed |
| Verona Pharma plc | Director (prior) | Prior | Board role; details not disclosed |
Board Governance
- Committees: Audit Committee member; Compensation Committee member and Chair .
- Independence: Board determined Sinclair is independent under SEC and NASDAQ rules .
- Attendance/Engagement: Board met 8 times in 2024; no director attended fewer than 75% of Board and committee meetings on which they served .
- Board structure: CEO serves as Chair; Lead Independent Director Matthew Pauls presides over independent director sessions and liaises with management .
- Committee activity levels: Audit (4 meetings, 2 consents) and Compensation (2 meetings, 2 consents) in 2024; Nom/Gov (2 meetings, 1 consent) .
Fixed Compensation
| Component (2024 Policy) | Amount | Notes |
|---|---|---|
| Annual Board retainer | $42,500 | Increased to $45,000 in Feb 2025 |
| Compensation Committee Chair fee | $15,000 | Chair receives chair fee only (not member fee) |
| Audit Committee member fee | $10,000 | Per non-chair member |
| Nom/Gov Committee member fee | $5,000 | Per non-chair member |
| Lead Independent Director | $25,000 ($27,500 starting Feb 2025) | Not applicable to Sinclair |
| 2024 Actual Cash Paid to Sinclair | Amount |
|---|---|
| Cash compensation | $0 |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| Annual RSUs | 2024 annual grant | 6,500 | $290,160 | Vest on earlier of 12 months from grant or day before next annual meeting; service condition |
| Equity award policy (Initial RSU award) | Policy | Value-based | $600,000 (policy as of Feb 2025) | Initial RSUs vest in equal annual installments over 3 years; service condition |
| Equity award policy (Annual RSU award) | Policy | Value-based | $300,000 (policy as of Feb 2025) | Annual RSUs vest on earlier of 1 year or next annual meeting; service condition |
| Change-in-control treatment | Policy | N/A | N/A | Non-employee directors fully vest in outstanding Company equity awards upon a “change in control” per 2014 Plan |
Other Directorships & Interlocks
- External public boards: Adicet Bio (current); prior Sierra Oncology and Verona Pharma .
- Investor affiliation: Sinclair is Partner at Abingworth (acquired by Carlyle). Carlyle Reporting Persons disclosed beneficial ownership of 2,893,615 Soleno shares, including 725,881 shares and 1,247,807 warrants held by Abingworth Bioventures; Sinclair has 6,500 shares and 22,913 options and shared voting power over Abingworth’s holdings. Under an agreement, Sinclair holds his option and underlying shares for the benefit of Abingworth Bioventures .
Expertise & Qualifications
- Scientific credentials: Ph.D. in Chemistry and Genetic Engineering; B.Sc. in Microbiology .
- Capital markets: Senior equity research roles at leading banks; partner-level investing experience at Abingworth .
- Industry breadth: Biotech and pharma board experience across U.S./UK-listed companies .
Equity Ownership
| Holder | Total Beneficial Ownership | % of Outstanding | Components/Notes |
|---|---|---|---|
| Andrew Sinclair | 2,003,101 | 3.9% | Includes 6,500 shares and 22,913 options exercisable within 60 days; additional holdings linked via Abingworth arrangement (shared voting power) |
| Policy on hedging/pledging | N/A | N/A | Directors are prohibited from hedging and pledging Company securities; margin accounts not permitted |
Governance Assessment
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Strengths
- Independent director with deep biotech investing and scientific background; serves as Compensation Committee Chair and Audit Committee member, reinforcing board’s expertise in pay design and financial oversight .
- Attendance threshold met; active committee cadence; presence of Lead Independent Director and prohibitions on hedging/pledging improve governance rigor .
- No related-party transactions over $120,000 disclosed; related-party approvals require Audit Committee review under established policy .
-
Potential RED FLAGS / Conflicts
- Investor affiliation: Sinclair’s partner role at Abingworth (Carlyle) coincides with significant Soleno ownership and warrants; while the Board deems him independent, his position as Compensation Committee Chair could raise perceptions of influence by a major shareholder over executive and director pay, necessitating clear conflict management and disclosure .
- Dual oversight roles (Compensation Chair and Audit member) concentrate influence; continued transparency in committee processes and use of independent consultants is important. The company states no compensation committee interlocks and uses Aon as independent consultant, which mitigates risk .
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Director Pay Structure Signals
- 2024 actual pay for Sinclair was entirely equity-based (RSUs) with no cash reported, aligning director interests with shareholders; policy cash fees exist but were not paid to him in 2024 per proxy table .
- Change-in-control full vesting for directors’ equity is standard but can be shareholder-sensitive; investors should monitor equity grant sizing given recent policy increases to $300k annual RSU value .