James Mackaness
SOLENO THERAPEUTICSAbout James Mackaness
James Mackaness is Chief Financial Officer of Soleno Therapeutics (joined full-time in November 2020 after serving as a partner at FLG Partners). He has 20+ years as a public-company CFO across medtech and technology, previously CFO of Invuity through its sale to Stryker, CFO/COO of IRIDEX, and earlier roles at NextHop, Infogear, and Ernst & Young. He holds a B.A. (Honours) in Psychology from the University of Warwick and is a Chartered Accountant . Soleno’s 2024 results reflected pre-commercial operations (no revenue) with negative net income, while pay-versus-performance disclosure shows strong multi-year TSR outcomes for shareholders (TSR value of a $100 investment: $679.10 in 2024, $608.08 in 2023, $29.91 in 2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FLG Partners | Partner; consulting CFO services | Sep 2019–Nov 2020 | Advised boards and executives; transitioned to SLNO full-time CFO |
| Invuity, Inc. | Chief Financial Officer | Aug 2015–Jan 2019 | Led finance through sale to Stryker (Oct 2018) and post-deal integration |
| IRIDEX Corporation | Chief Financial Officer & Chief Operating Officer | Through Aug 2015 | Oversaw operations and finance at public medtech company |
| NextHop Technologies | Chief Financial Officer | Prior to IRIDEX | CFO at networking/wireless tech firm |
| Infogear Technologies | Chief Financial Officer | Prior to IRIDEX | CFO at internet appliance tech firm; company sold to Cisco |
| Ernst & Young LLP | Audit Manager | Early career | Led audits; foundational public-company controls experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FLG Partners | Partner | Sep 2019–Nov 2020 | Board advisory and CFO services for Silicon Valley companies |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $400,000 | $460,000 |
| Target Bonus % of Salary | 40% | 40% |
| Actual Bonus Paid ($) | $240,000 | $193,200 |
| Stock Awards ($) | $152,691 | $6,923,200 |
| Option Awards ($) | $418,945 | $1,195,555 |
| All Other Compensation ($) | — | $3,000 (401k match) |
| Total Compensation ($) | $1,211,636 | $8,774,955 |
Performance Compensation
Annual Performance-Based Cash Incentives (2024)
| Metric | Weighting | Target ($) | Actual ($) | Payout (% of Target) | Notes |
|---|---|---|---|---|---|
| Corporate goals (developmental, research & operational milestones) | 100% | $184,000 (40% of $460,000) | $193,200 | 105% | Pre-commercial; goals not disclosed in detail to avoid competitive harm |
2024 Equity Grants
| Instrument | Grant Date | Shares | Grant-Date Fair Value ($) | Strike ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|---|
| Stock Options | Jan 4, 2024 | 37,000 | $1,195,555 | $36.70 | Jan 4, 2034 | Time-based: 50% on Jan 1, 2025, then monthly over 24 months |
| RSUs (time-based) | Jan 4, 2024 | 56,000 | $2,055,200 | — | — | Quarterly vesting during 2024 (Mar 31, Jun 30, Sep 30, Dec 31) |
| PSUs (performance-based) | Jul 17, 2024 | 100,000 | $4,868,000 | — | — | 25% on Aug 1, 2024; 25% on Aug 27, 2024 (FDA acceptance of NDA); 50% on Mar 26, 2025 (FDA approval of NDA) |
Key design signals: Over 90% of NEO target 2024 compensation in variable long-term equity; PSUs tied to regulatory milestones to align awards with value creation and offset prior under-equitization .
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Type | Notes | |---|---:|---:|---:|---|---| | Nov 16, 2020 | 20,000 | — | 30.75 | Nov 16, 2030 | Option | Fully vested | | Jan 28, 2022 | 9,479 | 3,521 | 5.10 | Jan 28, 2032 | Option | 1/48th monthly (4 yrs) | | Jul 27, 2022 | 5,000 | — | 2.60 | Jul 27, 2032 | Option | Fully vested | | Jan 25, 2023 | 14,375 | 15,625 | 2.41 | Jan 25, 2033 | Option | 1/48th monthly (4 yrs) | | May 26, 2023 | 46,049 | 41,202 | 5.25 | May 26, 2033 | Option | 1/36th monthly (3 yrs) | | Jan 4, 2024 | — | 37,000 | 36.70 | Jan 4, 2034 | Option | 50% on Jan 1, 2025; monthly thereafter | | PSUs unvested (Dec 31, 2024) | — | 50,000 | — | — | PSUs | Remaining 50% vested Mar 26, 2025 (FDA approval) | | Market value of unvested PSUs (Dec 31, 2024) | — | — | — | — | — | $2,247,500 (at $44.95 per share) |
In-the-money context: Company stock price used for PSU valuation was $44.95 on Dec 31, 2024, implying options with exercise prices of $2.41, $2.60, $5.10, $5.25, and $30.75 were in-the-money at year-end (valuation sensitivity to future prices) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership (shares) | 156,343 |
| Ownership % of shares outstanding | <1% (based on 49,519,303 shares outstanding as of Apr 1, 2025) |
| Counting convention | Includes options/warrants exercisable within 60 days for the holder; not counted for others |
| Anti-hedging / anti-pledging | Company prohibits hedging and pledging for executive officers and directors |
| Clawback policy | Adopted incentive compensation recovery policy compliant with SEC/Nasdaq Rule 10D-1 |
| Perquisites | None beyond broadly available employee benefits |
Equity pool context: 2025 proxy shows remaining availability and overhang across plans; PSUs designed to offset prior under-equitization versus peers .
Employment Terms
| Term | Details |
|---|---|
| Employment start date | Full-time in Nov 2020 (consultant from Nov 2019) |
| Current base salary | $511,000 (employment agreement summary) |
| Target bonus | 40% of base salary |
| At-will employment; standard agreements | Employment, confidential information, invention assignment, arbitration |
| Severance (non-CIC) | 9 months base salary + COBRA reimbursement for 9 months upon termination without Cause/for Good Reason |
| Severance (CIC window) | 12 months base salary + COBRA for 12 months + 50% of target bonus; 100% acceleration of unvested equity upon termination without Cause/for Good Reason within 3 months prior to or 6 months post-CIC |
| Bonus determination | Corporate performance assessed by independent directors; 2024 payout at 105% of target |
Investment Implications
- Pay-for-performance alignment: 2024 compensation for the CFO was heavily equity-based (options, RSUs, PSUs), with cash bonus tied to corporate milestones achieved above target (105% payout), aligning incentives with regulatory and commercialization progress .
- Near-term liquidity events: PSUs vested 50% upon FDA approval on Mar 26, 2025, creating a potential supply overhang if insiders sell; time-based 2024 options vested 50% on Jan 1, 2025 with monthly vesting thereafter (monitor Form 4 filings for actual selling pressure) .
- Retention and change-in-control economics: Moderate severance outside CIC (9 months salary) and enhanced CIC protections (12 months salary, 50% of target bonus, full equity acceleration on termination in the CIC window) reduce departure risk but create potential CIC windfall; structure is double-trigger (termination + CIC window) .
- Governance safeguards: Explicit anti-hedging/anti-pledging and a compliant clawback policy support alignment; minimal perquisites mitigate optics of excess .
- Execution risk: Company was pre-commercial in 2024 with negative net income; CFO’s equity awards tied to regulatory milestones indicate confidence but also concentrate value realization on timely approvals and launch readiness; recent achievements include NDA submission, Priority Review, and financing to support commercialization .
Monitoring priorities: Track post-approval Form 4 activity for Mr. Mackaness, vesting cadence of 2024 options, and any updates to base salary/bonus targets in 2025 disclosures; assess dilution/overhang and PSU settlement effects on float and trading dynamics .