Anish Bhatnagar
SOLENO THERAPEUTICSAbout Anish Bhatnagar
Anish Bhatnagar, M.D., 57, is Chief Executive Officer of Soleno Therapeutics (since 2017) and was appointed Chairman of the Board on April 9, 2025; he has served as a director since 2014. He trained as a physician (SMS Medical College, India) with U.S. residency/fellowship rotations at Georgetown University Hospital and the University of Pennsylvania, and has 25+ years of biopharma/medical device experience spanning development of Bexxar, Probuphine, Serenz, and CoSense . Company performance indicators disclosed include cumulative total shareholder return (value of $100 initial investment) of $29.91 in 2022, $608.08 in 2023 and $679.10 in 2024, alongside net losses of $24.1M (2022), $39.0M (2023), and $175.5M (2024) . In 2025, Soleno received FDA approval of VYKAT XR on March 26, 2025 and initiated U.S. commercial launch (first prescriptions delivered April 14, 2025), transitioning to a commercial-stage company . In Q3 2025, management reported quarterly revenue of $66M, positive cash flow, ~10% U.S. TAM penetration within six months of launch, and announced a $100M buyback supported by >$500M cash on hand .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Soleno Therapeutics | CEO; Chairman of the Board (from Apr 9, 2025) | 2017–present; Chair 2025–present | Led VYKAT XR to FDA approval and U.S. launch; moved Soleno to commercial stage . |
| Soleno/Board | Director | Since Feb 6, 2014 | Long-tenured director prior to and through transition to commercial stage . |
| Capnia, Inc. | CEO | Feb 2014–Mar 2017 | Led company operations; predecessor path to creation of Soleno . |
| Capnia, Inc. | Increasing responsibilities | 2006–2014 | R&D/device development leadership . |
| Titan Pharmaceuticals | Various roles | 2000–2006 | Drug/device development experience . |
| Coulter Pharmaceuticals | Various roles | 1998–2000 | Oncology/biotech operating experience . |
External Roles
- No other public company directorships or external boards are disclosed for Dr. Bhatnagar in the proxy biography .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Actual Bonus Paid ($) |
|---|---|---|---|
| 2025 (current terms) | 739,000 | 60% | — |
| 2024 | 640,000 | 60% | 403,200 |
| 2023 | 556,800 | 50% | 500,000 |
| (current base and target bonus); (2024 and 2023 salary/bonus) |
Notes:
- 2024 annual corporate performance was assessed at 105% of target; NEO bonuses paid accordingly (CEO payout $403,200) .
Performance Compensation
Annual Cash Incentive (2024)
| Metric Category | Weighting | Target | Actual | Payout | Timing/Notes |
|---|---|---|---|---|---|
| Corporate goals (R&D, regulatory, commercial readiness milestones) | 100% | 100% of target bonus | Achieved above target | 105% of target | Goals selected around NDA acceptance, priority review, launch readiness; payouts determined Jan 2025 . |
2024 Equity Grants and Schedules (CEO)
| Instrument | Grant Date | Quantity | Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| Stock Options | Jan 4, 2024 | 100,000 | 3,231,230 | 50% on Jan 1, 2025; remaining 50% monthly over next 24 months (10-year term; strike $36.70) . |
| Time-based RSUs | Jan 4, 2024 | 150,000 | 5,505,000 | Time-based vesting in equal quarterly increments on Mar 31, Jun 30, Sep 30, Dec 31, 2024 . |
| Performance-based RSUs (PSUs) | Jul 17, 2024 | 850,000 | 41,378,000 | 25% on Aug 1, 2024; 25% on Aug 27, 2024 (NDA acceptance); 50% on Mar 26, 2025 (FDA approval) . |
Outstanding Awards (CEO) at 12/31/2024
| Type | Grant | Exercisable | Unexercisable | Strike ($) | Expiration | Notes |
|---|---|---|---|---|---|---|
| Option | 1/8/2021 | 120,312 | 19,688 | 33.60 | 1/8/2031 | 12.5% NDA accept; 12.5% EMA MAA; remainder monthly; service required . |
| Option | 1/28/2022 | 29,652 | 11,014 | 5.10 | 1/28/2032 | Monthly over 4 years . |
| Option | 1/25/2023 | 55,104 | 59,896 | 2.41 | 1/25/2033 | Monthly over 4 years . |
| Option | 5/26/2023 | 254,286 | 227,520 | 5.25 | 5/26/2033 | Monthly over 3 years . |
| Option | 1/4/2024 | — | 100,000 | 36.70 | 1/4/2034 | 50% at 1-year; balance monthly . |
| Performance RSUs | 7/17/2024 | — | 425,000 | — | — | Unvested PSUs remaining at 12/31/24 (50% tranches vested 8/1/24 and 8/27/24) . |
In/Out-of-the-Money context at 12/31/24 price $44.95: options with strikes $2.41, $2.60, $5.10, $33.60 and $44.25 were in-the-money; strikes $51.15, $90.00, $120.75, $135.00, $349.50 were out-of-the-money .
Equity Ownership & Alignment
| Holder | Total Beneficial Ownership (sh) | % of Outstanding | Composition |
|---|---|---|---|
| Anish Bhatnagar | 784,472 | 1.6% | 523,178 common + 261,294 options exercisable within 60 days of April 1, 2025 . |
Additional alignment and trading policy considerations:
- Hedging and pledging of company shares are prohibited for directors and employees; short sales and derivative hedges are also prohibited .
- Clawback policy compliant with SEC/Nasdaq allows recovery of incentive-based compensation after a restatement .
- At 12/31/24, 425,000 PSUs for the CEO were unvested and scheduled to vest upon FDA approval on March 26, 2025, followed by routine post-vesting trading windows subject to company policy; this represents a potential source of supply but also aligns to value-creation milestones .
Employment Terms
| Term | Key Provision |
|---|---|
| Employment agreement | Dated May 15, 2015; at-will; CEO . |
| Current base salary / target bonus | $739,000 / 60% of base salary . |
| Severance (no CIC; termination without cause/Good Reason) | 15 months base salary continuation; 15 months COBRA reimbursement; 25% of unvested equity accelerates; 1-year post-termination option exercise window (subject to release) . |
| Severance (double-trigger within 6 months before to 12 months after CIC) | 18 months base salary; 150% of target bonus; 18 months COBRA; 100% acceleration of unvested equity; 1-year option exercise window (subject to release) . |
Illustrative economics based on disclosed terms:
- 18 months base salary = $1,108,500; 150% of target bonus (60% of salary) = 90% of salary = $665,100; combined cash before COBRA ≈ $1.77M on a qualifying double-trigger CIC .
Board Governance (including dual-role implications)
- Board service history: Director since Feb 6, 2014; appointed Chairman Apr 9, 2025; Lead Independent Director (Matthew Pauls) in place since Aug 2024, continuing after CEO became Chair .
- Independence: Majority independent board; independent audit, compensation, and nominating committees; CEO is not a member of any board committee .
- Committees: Audit (Chair Harris; financial expert), Compensation (Chair Sinclair), Nominating & Governance (Chair Pauls) .
- Meeting cadence and attendance: Board held 8 meetings in 2024; all directors met ≥75% attendance thresholds .
- Dual-role assessment: Company explicitly cites Lead Independent Director structure to provide objective oversight while CEO serves as Chairman .
- Employee-director pay: Employee directors do not receive additional board compensation .
Director Compensation (as applicable to dual roles)
- As an employee director, Dr. Bhatnagar does not receive non-employee director retainers or equity awards under the director policy .
Performance & Track Record (highlights relevant to incentive design)
- 2024 accomplishments underpinning incentive payouts and PSU design: NDA submission and FDA Priority Review for VYKAT XR; commercial build-out; $158.7M equity raise (May 2024) and $200M debt facility (Dec 2024) .
- FDA approval of VYKAT XR: March 26, 2025; initial scripts delivered April 14, 2025; company transitions to commercial stage .
- Q3 2025: Management reported $66M revenue, positive cash flow, ~10% TAM penetration in first six months, and a $100M buyback announcement given valuation and cash position (> $500M) .
Compensation Structure Analysis (pay-for-performance levers)
- Cash vs equity mix: 2024 CEO total comp was $51.16M, driven primarily by long-term equity (stock awards $46.88M; option awards $3.23M); 2023 was $4.12M (stock $0.84M; options $2.22M) reflecting the one-time PSU program tied to regulatory milestones .
- Annual cash bonus design: 100% corporate goals (R&D, regulatory, operational) with 105% payout for 2024 based on above-target execution .
- PSU performance structure: One-time company-wide PSUs vesting in tranches based on milestone events (time-based 25% on 8/1/24; NDA acceptance 25% on 8/27/24; FDA approval 50% on 3/26/25), calibrating vesting to value-creation events rather than time-only .
- Governance safeguards: No hedging/pledging; clawback policy; no single-trigger CIC—CEO has double-trigger acceleration framework .
- Auditor ICFR flag (governance risk): Auditor noted a material weakness in internal control over financial reporting as of Dec 31, 2024 (adverse opinion on ICFR), which is a governance risk indicator to monitor .
Risk Indicators & Red Flags
- Dual role (CEO + Chairman) can concentrate power; mitigated by Lead Independent Director and fully independent committees .
- Material weakness in ICFR at 12/31/24 per auditor’s report—monitor remediation progress and disclosure updates .
- Large one-time PSU program: front-loaded equity that vested substantially on regulatory events; while aligned to approval, it contributed to a very high 2024 CEO pay figure and created post-vesting supply potential in 2025 .
- Related-party transactions: The proxy includes a section, but specific items are not extracted here—review full “Certain Relationships and Related Party Transactions” section for any new items .
Compensation Peer Group (used for benchmarking)
- Peer group used for 2024 compensation decisions included: 89bio, Alector, Amylyx, Arcus, Cogent, CymaBay, Geron, Iovance, KalVista, Mirum, Pliant, Protagonist, REGENXBIO, Rhythm, Travere, Vera, Viking, Vir, Viridian .
Equity Ownership Detail (status vs. economics)
| Item | Detail |
|---|---|
| Beneficial ownership | 784,472 shares (1.6% of outstanding) as of April 1, 2025 . |
| Vested vs. unvested (12/31/24 snapshot) | PSUs: 425,000 unvested (vested 3/26/25 on FDA approval); options across multiple grants with varying vest status; see Outstanding Awards table above . |
| Options economics at 12/31/24 | Market price reference $44.95; options with strikes ≤ $44.95 mainly ITM (e.g., $2.41, $2.60, $5.10, $33.60, $44.25) versus higher-strike legacy grants OTM . |
| Hedging/pledging; clawback | Hedging and pledging prohibited; clawback policy adopted per SEC/Nasdaq . |
Employment Contracts, Severance, and CoC Economics (CEO)
- Without CIC: 15 months base salary continuation, 15 months COBRA, 25% equity acceleration; 1-year post-termination option exercise window (subject to release) .
- Double-trigger CIC (within 6 months before/12 months after): 18 months base salary, 150% of target bonus, 18 months COBRA, 100% equity acceleration; 1-year option exercise window (subject to release) .
Board Service History, Committees, and Independence
- Board service since 2014; Chairman since April 9, 2025; Board is majority independent; committees fully independent; Lead Independent Director provides oversight under CEO/Chair structure .
Investment Implications
- Alignment positives: High insider ownership for a small-cap biotech CEO (1.6%), milestone-linked PSUs, and prohibitions on hedging/pledging plus a clawback policy signal attention to alignment and risk control .
- Execution momentum: FDA approval, U.S. launch underway, Q3 2025 revenue of $66M with positive cash flow, and a $100M buyback supported by >$500M cash point to confidence in commercial uptake and balance sheet strength .
- Pay/ICFR risk watch items: 2024’s very high CEO pay was driven by a one-time, approval-tied PSU program; monitor 2025+ grant practices and actual share sales post-vesting. Auditor’s 2024 ICFR material weakness is a governance risk to track for remediation .
- Dual-role governance: CEO/Chair configuration increases reliance on Lead Independent Director and committee independence; current structure and attendance indicate active oversight but remains a factor for governance-sensitive investors .
References: Proxy Statement (DEF 14A) dated April 22, 2025 and company transcripts/filings as cited above - .