Mark Hahn
SOLENO THERAPEUTICSAbout Mark W. Hahn
Mark W. Hahn was appointed as an independent director of Soleno Therapeutics and a member of its Audit Committee on October 13, 2025, and will serve as a Class II director with a term expiring at the 2028 annual meeting . He brings nearly 30 years of CFO-level experience in life sciences, including leading IPOs, launches, financings, and M&A, and is a CPA (Maryland and North Carolina) with a BBA in Accounting and Finance from the University of Wisconsin–Milwaukee . Notable prior roles include CFO of Verona Pharma plc through its ~$10B sale to Merck in October 2025, CFO of Dova Pharmaceuticals through its up to $915M sale to Sobi in 2019, and CFO of Cempra through its IPO and 2017 sale to Melinta; he began his career at Ernst & Young .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verona Pharma plc | Chief Financial Officer | Mar 2020 – Oct 2025 | Completed Phase 3 and first product launch; company acquired by Merck for ~$10B in Oct 2025 . |
| Dova Pharmaceuticals | Chief Financial Officer | Jan 2018 – Nov 2019 | Capital raising and first rare disease launch; acquired by Sobi for up to $915M in Nov 2019 . |
| Cempra, Inc. | Chief Financial Officer | 2010 – 2017 | Led IPO and multiple follow-ons; company acquired by Melinta in 2017 . |
| Various (public/private) | CFO roles | Prior to 2010 | Senior finance leadership across life sciences . |
| Ernst & Young | Early career | — | Public accounting foundation . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Opterion Health AG | Board Member; Audit Committee Chair | Current | Audit Committee chair responsibilities . |
Board Governance
- Independence: Appointed as an independent director; joined Audit Committee concurrently .
- Class and term: Class II; term runs through the 2028 annual meeting .
- Committee role: Audit Committee member; Board and Audit Committee size each increased by one upon his appointment .
- Indemnification: Executed the Company’s standard indemnification agreement .
- Anti-hedging/pledging: Company policy prohibits directors from hedging or pledging Company securities .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual Board Retainer (cash) | $45,000 per year (increased in Feb 2025) | |
| Audit Committee Member Fee (cash) | $10,000 per year | |
| Other Committee Fees | Compensation Committee member $7,500; Nominating & Corporate Governance member $5,000 (if applicable) | |
| Lead Independent Director | $27,500 per year (if applicable; not Hahn) | |
| Chair premiums | Audit $20,000; Compensation $15,000; N&CG $10,000 (if applicable) |
Performance Compensation
| Award/Policy | Grant/Value | Vesting/Terms | Source |
|---|---|---|---|
| Initial RSU grant (on appointment) | 10,046 RSUs (granted Oct 13, 2025) | Vests 1/3 on Oct 13, 2026 and annually thereafter, subject to service | |
| Director Initial Award Policy (post‑Feb 2025) | RSUs with $600,000 “Value” (30-day avg price) | Time‑based vesting over 3 years | |
| Annual Director Award Policy (post‑Feb 2025) | RSUs with $300,000 “Value” at each annual meeting | Vests by next annual meeting or 12 months, whichever earlier | |
| Change-in-control treatment | Non-employee directors fully vest in outstanding Company equity awards upon a change in control (per plan terms) | Full acceleration for outside directors |
Notes: As a director appointed in Oct 2025, Hahn will also “participate in the compensation program applicable to all non-employee directors” as described in the 2025 proxy .
Other Directorships & Interlocks
| Company/Entity | Role | Committee Positions | Potential Interlocks/Notes |
|---|---|---|---|
| Opterion Health AG | Director | Audit Committee Chair | No Soleno-related interlocks disclosed . |
Expertise & Qualifications
- Finance and Audit: Nearly 30 years of CFO experience; CPA in MD and NC; board-level audit leadership (Opterion Audit Chair) .
- Capital markets/M&A: Led IPO and multiple follow-ons; involved in major strategic transactions (Merck–Verona ~$10B; Sobi–Dova up to $915M) .
- Commercial/rare disease: Direct experience with first product launches in rare and serious diseases .
- Education: BBA, Accounting & Finance, University of Wisconsin–Milwaukee .
Equity Ownership
| Item | Details |
|---|---|
| Unvested RSUs | 10,046 RSUs granted Oct 13, 2025; vest 1/3 each year starting Oct 13, 2026 |
| Vested RSUs/Options | Not disclosed in filings provided; new appointee |
| Hedging/Pledging | Prohibited by Company policy for directors |
| Change-in-Control | Director equity awards fully vest upon change in control per plan |
Related-Party and Conflicts Check
- Appointment terms: No arrangements or understandings with any person pursuant to which Hahn was appointed as a director .
- Related-party transactions: Latest proxy discloses no related-party transactions above $120,000 other than standard equity awards and indemnification; policy requires Audit Committee pre‑approval for any such transactions .
- Insider trading controls: Company maintains an insider trading policy; directors are covered and subject to the anti‑hedging/pledging prohibitions .
Governance Assessment
- Strengths: Independent appointment to Audit Committee; deep CFO experience and CPA credential enhance financial oversight; anti‑hedging/pledging policy supports alignment; no related-party exposure disclosed .
- Alignment: Initial RSU grant with multi‑year vesting and annual value-based RSU awards tie director pay to stock performance over time; cash retainer levels are modest vs. equity-heavy mix typical for growth biopharma boards .
- Watch items: Standard change‑in‑control acceleration on director awards (common but dilutive optics if frequent M&A); attendance data specific to Hahn not yet available given Oct 2025 start .
No red flags identified regarding independence, related-party transactions, or compensation anomalies based on current disclosures .