Matthew Pauls
SOLENO THERAPEUTICSAbout Matthew Pauls
Lead Independent Director of Soleno Therapeutics (SLNO); age 54; director since August 15, 2023; appointed Lead Independent Director in August 2024 and continues in that role following the April 9, 2025 appointment of the CEO as Chair of the Board. He is the CEO (since December 2020) and Chair (since September 2020) of Savara Inc. (NASDAQ: SVRA) and holds B.S. and M.B.A. degrees from Central Michigan University and a J.D. from Michigan State University College of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Savara Inc. | Chair, Board | Sep 2020–present | — |
| Savara Inc. | Chief Executive Officer | Dec 2020–present | — |
| Zyla Life Sciences (f/k/a Egalet) | Director | Jan 2019–May 2020 | — |
| Strongbridge Biopharma plc | President & CEO | Aug 2014–Nov 2019 | Led through IPO |
| Strongbridge Biopharma plc | Director | Sep 2015–Nov 2019 | — |
| Insmed Inc. | Chief Commercial Officer | Apr 2013–Aug 2014 | — |
| Shire Pharmaceuticals | SVP, Head of Global Commercial Operations | May 2012–Apr 2013 | — |
| Bristol-Myers Squibb | Senior roles in Brand Mgmt & Payer Marketing | 1997–2007 | — |
| Johnson & Johnson | Various U.S./global commercial roles | 1997–2007 | — |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Savara Inc. (NASDAQ: SVRA) | Chair | Sep 2020–present | Public company board leadership |
| Savara Inc. (NASDAQ: SVRA) | Chief Executive Officer | Dec 2020–present | Public company executive role |
| Amplo Biotechnology (private) | Director | Current | Private gene therapy company |
Board Governance
- Independence: Board determined Pauls is independent under SEC and NASDAQ rules .
- Roles: Lead Independent Director (since Aug 2024; continues post April 9, 2025), Chair of Nominating & Corporate Governance Committee, member of Compensation Committee .
- Attendance and engagement: Board held 8 meetings in 2024; no director attended fewer than 75% of Board and applicable committee meetings. Compensation Committee met 2 times (plus 2 written consents); Nominating & Corporate Governance met 2 times (plus 1 written consent) .
- Leadership structure: CEO also serves as Board Chair (since April 9, 2025) with Pauls as Lead Independent Director to oversee independent sessions and act as liaison between independent directors and management .
- Risk oversight: Committees and Board receive regular risk reports; Audit Committee oversees major financial risks and cybersecurity; Compensation Committee reviews compensation risk .
Fixed Compensation
| Component (Non-Employee Directors) | Policy Amounts | Effective Date/Notes |
|---|---|---|
| Annual Board retainer | $42,500 (2024); $45,000 (from Feb 2025) | Paid quarterly in arrears |
| Lead Independent Director fee | $25,000 (2024); $27,500 (from Feb 2025) | In addition to Board retainer |
| Audit Committee chair/member | $20,000 / $10,000 per year | — |
| Compensation Committee chair/member | $15,000 / $7,500 per year | — |
| Nominating & Corporate Governance chair/member | $10,000 / $5,000 per year | — |
| Director (2024) | Cash Compensation ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Matthew Pauls | $64,161 | $290,160 | $354,321 |
Notes:
- Pauls received an Annual Award of 6,500 RSUs in 2024; vesting on the earlier of 12 months from grant or the day before the next annual meeting, subject to service .
Performance Compensation
| Equity Instrument | Grant Size/Value | Vesting/Metrics | Notes |
|---|---|---|---|
| Annual RSU grant (2024) | 6,500 RSUs; grant date fair value $290,160 | Time-based: vests in full on earlier of first anniversary or day before next annual meeting; service requirement | Non-employee director annual award |
| Initial RSU grant (policy) | 13,000 RSUs (2024 policy); changed to $600,000 value (from Feb 2025) | Time-based: equal annual installments over 3 years; service requirement | Applies when an individual first becomes a non-employee director |
| Annual RSU grant (policy) | 6,500 RSUs (2024 policy); changed to $300,000 value (from Feb 2025) | Time-based as above | Granted on annual meeting date |
There are no performance metrics tied to director equity at SLNO; awards are time-based RSUs subject to continued service (not PSUs/options with performance conditions) .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Savara Inc. (NASDAQ: SVRA) | Public | Chair; CEO | No compensation committee interlocks disclosed; SLNO discloses no related-party transactions with Pauls |
| Amplo Biotechnology | Private | Director | No related-party transactions disclosed |
Expertise & Qualifications
- Rare disease commercialization and strategic planning leadership; led Strongbridge through an IPO; senior commercial roles at Shire, Insmed, BMS, and J&J .
- Governance experience as Chair/CEO and director at public companies; current Lead Independent Director and committee chair at SLNO .
- Education: B.S. and M.B.A. (Central Michigan University); J.D. (Michigan State University College of Law) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Form/Status | Notes |
|---|---|---|---|---|
| Matthew Pauls | 625 | <1% | Options exercisable within 60 days | Does not include unvested RSUs (e.g., 6,500 granted in 2024 scheduled to vest before/at the 2025 annual meeting) |
| Hedging/Pledging | Prohibited for directors | — | Policy | No hedging or pledging of company stock permitted under insider trading policy |
Governance Assessment
-
Strengths:
- Independent director; serves as Lead Independent Director with authority to preside over independent sessions and act as liaison, supporting robust oversight while CEO is Board Chair .
- Chairs Nominating & Corporate Governance and sits on Compensation Committee, aligning his skills (commercialization and strategy) with governance responsibilities .
- Strong attendance culture; no director under 75% attendance in 2024; Board and committees met regularly (Board 8x; Compensation 2x; Nominating 2x) .
- Director pay structure mixes cash retainers with annual RSUs; hedging/pledging prohibited; compensation committee interlocks not present .
-
Watch items / potential risks:
- Company-level control environment: auditor reported an adverse opinion on ICFR as of Dec 31, 2024 due to a material weakness; while not director-specific, as Lead Independent Director, Pauls’ oversight of remediation progress is a key investor confidence factor .
- Ownership alignment: as of April 1, 2025, beneficial ownership disclosed for Pauls is modest (625 shares via vested options; <1%); his 2024 RSUs were scheduled to vest around the 2025 annual meeting, which may increase alignment post-vesting .
- Multiple roles/time commitment: concurrently serving as CEO/Chair of Savara; however, SLNO discloses no attendance issues for 2024 and no related-party transactions .
-
Conflicts/related-party exposure:
- SLNO reports no related-party transactions involving directors above the $120,000 threshold; policy requires Audit Committee pre-approval for any such transactions .
-
Director compensation shifts (signals):
- February 2025 changes increase cash retainers modestly and move equity grants to value-based ($300k annual; $600k initial), which can increase predictability and maintain market alignment without introducing performance risks for directors (still time-based) .