Birgitte Volck
SOLENO THERAPEUTICSAbout Birgitte Volck
Independent Class III director at Soleno Therapeutics (SLNO) since June 10, 2019; age 62; current term expires at the 2026 annual meeting. She holds an M.D. and Ph.D. from Copenhagen University and has extensive R&D leadership experience in rare diseases across big pharma and biotech, including Ascendis Pharma, AVROBIO, GSK Rare Diseases, Sobi, Amgen, Genzyme and Pharmexa .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ascendis Pharma | SVP, Head Clinical Development & Medical Affairs; Interim CMO | Jul 2021–Dec 2023; Interim CMO Oct 2022–Dec 2023 | Led clinical/medical affairs in endocrinology/rare diseases |
| AVROBIO Inc. | President, R&D | Dec 2018–Oct 2020 | Clinical-stage gene therapy leadership |
| GlaxoSmithKline | Head of R&D, Rare Diseases | 2016–2018 | Built rare-disease R&D portfolio |
| Swedish Orphan Biovitrum (Sobi) | CMO & SVP Development | 2012–2016 | Development leadership in orphan drugs |
| Amgen | Executive Development Director, Bone/Neuroscience/Inflammation | 2007–2012 | Therapeutic area development |
| Genzyme A/S | Nordic Medical Director & Project Director | 2004–2007 | Regional medical & program leadership |
| Pharmexa | Head of Clinical Development & Medical Affairs | 2001–2004 | Clinical/medical affairs head |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OMass Therapeutics | Non-Executive Director | Since Feb 2025 | Early-stage therapeutics governance |
| Nykode A/S | Director; R&D Committee Member | May 2021–Jan 2025 | R&D oversight |
| Ascendis Pharma A/S | Director | 2016–2021 | Board service in endocrinology/rare diseases |
| Wilson Therapeutics AB | Director | May 2017–May 2018 | Company sold to Alexion for $850M (successful exit) |
| TFS International AB | Director | 2016–2020 | CRO board experience |
Board Governance
- Independence: Board determined Dr. Volck is independent under SEC/Nasdaq rules .
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member .
- Attendance: Board held 8 meetings in 2024; no director attended fewer than 75% of Board and committee meetings .
- Committee activity: Audit Committee held 4 meetings; Nominating & Corporate Governance held 2; Compensation held 2 (she is not a member) .
- Board leadership: CEO is Chair; Lead Independent Director (Matthew Pauls) presides over independent sessions; provides oversight and liaison functions .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Board Retainer (member) | $42,500 | Standard non-employee director cash retainer |
| Audit Committee Member Fee | $10,000 | Non-chair member fee |
| Nominating & Corp Gov Committee Member Fee | $5,000 | Non-chair member fee |
| Total Cash (reported) | $57,500 | Matches policy-based breakdown |
Policy updates (effective Feb 2025): Board member retainer increased to $45,000; Lead Independent Director fee to $27,500; annual equity awards expressed in Value terms (see next section) .
Performance Compensation
| Equity Award (2024) | Grant/Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSU grant | 6,500 RSUs; grant-date fair value $290,160 | Vests in full on earlier of 12 months from grant or next annual meeting, subject to continued service | None disclosed for directors; RSUs are time-based (no TSR/financial hurdles) |
| Change-in-control provision | N/A | Outstanding director equity fully vests upon change in control per the 2014 Plan | Structural acceleration; not a performance metric |
No performance-linked compensation metrics (e.g., TSR, revenue/EBITDA targets) are disclosed for non-employee directors; their equity awards are time-based RSUs with CIC acceleration .
Other Directorships & Interlocks
- Public/director roles include Ascendis Pharma A/S and Nykode A/S; private roles include OMass Therapeutics and TFS International; Wilson Therapeutics sold to Alexion for $850M in 2018. No SLNO-related party transactions or interlocks disclosed tied to Dr. Volck .
Expertise & Qualifications
- Medical and scientific credentials (M.D., Ph.D.) with deep rare-disease R&D leadership and clinical development oversight across multiple biopharma organizations .
- Audit Committee service implies Board determination that members can read and understand fundamental financial statements (financial literacy requirement met at the committee level) .
Equity Ownership
| Category | Amount | Detail/Status |
|---|---|---|
| Total beneficial ownership | 29,135 shares | 7,045 outstanding shares; 22,090 options vested/exercisable within 60 days |
| Ownership as % of shares outstanding | ~0.06% | 29,135 / 49,519,303 outstanding shares as of Apr 1, 2025 |
| Vested vs. unvested breakdown | Vested options: 22,090; shares owned: 7,045 | Unvested director RSUs not itemized in beneficial ownership table |
| Hedging/pledging | Prohibited | Company policy prohibits hedging/pledging by directors |
Governance Assessment
- Strengths: Independent status; active committee roles (Audit; Nominating & Corporate Governance); compliant attendance; and strong scientific/rare-disease R&D credentials that align with SLNO’s mission post VYKAT XR approval .
- Alignment: Director pay is equity-heavy (RSUs) vs cash ($290,160 stock awards vs $57,500 cash in 2024), enhancing ownership alignment; hedging/pledging prohibitions support investor alignment .
- Conflicts/related parties: No related-party transactions disclosed involving Dr. Volck; Audit Committee pre-approves any such transactions per policy .
- Considerations/RED FLAGS: Director equity fully accelerates on change in control, which can be viewed as shareholder-unfriendly if not balanced by robust independence and oversight; however, there is no evidence of option repricing or related-party payments tied to Dr. Volck .
Overall, Dr. Volck appears to be a well-qualified, independent director with governance-relevant expertise, meaningful equity alignment, and no disclosed conflicts, supporting investor confidence in SLNO’s board effectiveness .