Dawn Bir
SOLENO THERAPEUTICSAbout Dawn Bir
Dawn C. Bir (age 54) is an independent Class I director at Soleno Therapeutics, appointed on August 12, 2024, with her current term ending in 2027 . She is Interim President & CEO of Geron Corporation (NASDAQ: GERN) since March 2025 and previously served as EVP & Chief Commercial Officer at Reata Pharmaceuticals (2016–2023), Vice President of Sales at Pharmacyclics (2013–2016), and senior commercial roles at McKesson, Genentech, and Bristol Myers Squibb (1996–2013) . She holds a B.S. in Biology from Binghamton University and brings deep commercialization and rare disease launch experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reata Pharmaceuticals, Inc. | EVP & Chief Commercial Officer | Sep 2016 – Sep 2023 | Led marketing, market access, commercial ops and sales; launched first approved FA therapy |
| Pharmacyclics (acquired by AbbVie) | Vice President of Sales | Feb 2013 – Sep 2016 | Built national hematology sales org; first U.S./Puerto Rico product launch |
| McKesson (SKY Pharmaceuticals Packaging & Rx Pak units) | VP Sales & Marketing | Oct 2011 – Feb 2013 | Oversaw multiple functions and revenue centers |
| Genentech; Bristol Myers Squibb | Commercial leadership roles | 1996 – Oct 2011 | Progressive commercial leadership experience |
External Roles
| Company | Role | Start Date | Notes |
|---|---|---|---|
| Geron Corporation (NASDAQ: GERN) | Interim President & CEO; Director | Mar 2025 (Interim CEO); Director current | Active public company executive/board role |
Board Governance
- Independence: The Board determined Ms. Bir is independent under SEC/Nasdaq rules .
- Committee assignments: Member, Nominating & Corporate Governance Committee; not a chair (Chair: Matthew Pauls) .
- Attendance: In 2024, no director attended fewer than 75% of Board and committee meetings during their service period; all then-seated directors attended the 2024 annual meeting .
- Tenure/class: Class I; Director since Aug 12, 2024; current term expires 2027 .
| Governance Item | Detail |
|---|---|
| Board class/term | Class I; term to 2027 |
| Independence | Independent director |
| Committees | Nominating & Corporate Governance (member) |
| Committee chair roles | None (N&G chair: Matthew Pauls) |
| 2024 Board/committee attendance | No directors <75%; all attended annual meeting |
Fixed Compensation
| Component | Policy Level (2024 unless noted) | Notes |
|---|---|---|
| Board annual cash retainer | $42,500; increased to $45,000 in Feb 2025 | Paid quarterly, pro-rated |
| N&G Committee member fee | $5,000 per year | Chair receives $10,000; members $5,000 |
| Meeting fees | None disclosed | Policy lists retainers/committee fees only |
| 2024 Actual Cash Paid to Dawn Bir | Amount |
|---|---|
| Cash compensation (pro-rated for 2024 service) | $17,942 |
Performance Compensation
| Award Type | Quantity/Value | Grant Timing | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|
| Initial RSU Award | 13,000 RSUs | Granted upon becoming non-employee director | Vests in equal annual installments over 3 years (1/3 each anniversary of appointment) | None; time-based vesting |
| 2024 Stock Awards (grant date fair value) | $655,980 | FY 2024 | As per RSU vesting schedule above | None; time-based |
Additional policy context:
- Annual RSU Award for non-employee directors: 6,500 RSUs in 2024; amended in Feb 2025 to target aggregate “Value” of $300,000 using a 30-day trailing average methodology .
- Initial RSU Award amended in Feb 2025 to target aggregate “Value” of $600,000 (methodology as above) .
- Change in control: Directors fully vest in outstanding company equity awards .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Exposure |
|---|---|---|
| Geron Corporation | Interim President & CEO; Director | Cross-directorship and concurrent executive role; monitor for information flow and related-party exposure; SLNO discloses no related-party transactions and has audit committee pre-approval policy |
- Compensation committee interlocks: None; SLNO discloses no compensation committee interlocks; Bir is not on SLNO’s compensation committee .
Expertise & Qualifications
- Commercialization, market access, operations, and sales leadership with multiple U.S. product launches, including rare disease therapies .
- Education: B.S. Biology, Binghamton University .
- Governance: Serves on SLNO’s Nominating & Corporate Governance Committee overseeing director nominations, governance matters, and conflicts of interest .
Equity Ownership
| Holder | Shares Beneficially Owned (Apr 1, 2025) | % of Outstanding | Notes |
|---|---|---|---|
| Dawn Bir | — | <1% (*) | Joined Board Aug 2024; RSUs granted but unvested do not count as beneficial ownership until vested |
- Company insider trading/hedging policy: Prohibits hedging, pledging, short sales, and trading in derivatives on company stock by directors; mitigates alignment risks (no pledging) .
- Director RSUs vesting: Initial 13,000 RSUs vest 1/3 annually; subject to continued service .
Governance Assessment
- Strengths: Independent status; strong commercialization and rare disease expertise; service on Nominating & Corporate Governance Committee that explicitly oversees conflicts; no related-party transactions disclosed involving Bir; company-wide prohibition on hedging/pledging improves alignment .
- Engagement: Board met eight times in 2024; no directors under 75% attendance; N&G committee met twice—indicates active governance cadence .
- Compensation alignment: Director pay is a mix of modest cash retainer and time-based RSUs; amended policy sets transparent value targets; change-in-control full vesting is standard but worth monitoring for entrenchment risk .
- Potential watch items (not red flags): Concurrent executive/board role at Geron—monitor for time demands, information flows, and any future related-party transactions; SLNO’s policy requires audit committee pre-approval and none are disclosed .
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, late Section 16 filings for Bir, or attendance shortfalls .