Meredith Manning
SOLENO THERAPEUTICSAbout Meredith Manning
Meredith Manning, age 53, is Soleno Therapeutics’ Chief Commercial Officer (CCO) since January 2024, bringing 25+ years of global commercialization experience in rare disease and biopharma; she holds an MBA from the University of Chicago Booth School of Business and a BA from Colorado College . As CCO, she leads Soleno’s commercial strategy for VYKAT XR and its U.S. launch pillars, with first patient prescriptions delivered on April 14, 2025 . Company performance context during her tenure: total stockholder return (value of a $100 investment) was $608.08 in 2023 and $679.10 in 2024, while net losses were $38.99M in 2023 and $175.49M in 2024 (pre-commercial), informing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PharmaEssentia Corporation | President, Americas; U.S. Board Director | Feb 2020–Nov 2023 | Spearheaded U.S. regulatory approval and commercial launch of BESREMi . |
| resTORbio | Chief Commercial Officer | Sep 2018–Dec 2019 | Led commercialization planning and execution in rare disease portfolio . |
| Baxter; Baxalta (now Takeda); Vertex; Pfizer | Senior marketing and field leadership roles | Not disclosed | Rare disease commercialization, brand building, go-to-market across lifecycle stages . |
External Roles
| Organization | Role | Years | Scope |
|---|---|---|---|
| PharmaEssentia (U.S.) | Board of Directors | Feb 2020–Nov 2023 | Oversight of U.S. operations and commercial launch strategy for BESREMi . |
Fixed Compensation
| Component | 2024 | 2025 Current | Notes |
|---|---|---|---|
| Base Salary | $440,000 | $471,000 | At-will employment; current terms per employment agreement . |
| Target Bonus (%) | 40% of base | 40% of base | Corporate-wide annual cash incentive program . |
| Actual Bonus Paid | $173,661 (pro-rated) | — | Paid at 105% of target on corporate goals; pro-rated for 2024 service days . |
| Other Cash/Perqs | $10,000 relocation stipend | — | 401(k) match up to $3,000; governance-wide clawback applies . |
Performance Compensation
| Instrument | Grant Date | Shares | Grant-Date Fair Value ($) | Strike/Price | Expiration | Vesting Schedule |
|---|---|---|---|---|---|---|
| Stock Options | Jan 24, 2024 | 128,000 | $5,234,010 | $46.31 | Jan 24, 2034 | 25% on Jan 23, 2025; then 1/48th monthly thereafter (footnote 8). |
| Performance RSUs (PSUs) | Jul 17, 2024 | 40,000 | $1,947,200 | N/A | N/A | 50% on FDA approval (Mar 26, 2025); 50% on one-year anniversary (Mar 26, 2026) (footnote 9) . |
| 2024 Annual Cash Incentive | Weighting | Target | Actual | Payout | Payment Timing |
|---|---|---|---|---|---|
| Corporate goals (R&D, regulatory, commercial readiness) | 100% | 100% | 105% | 105% of target | Determined Jan 2025; paid thereafter . |
Equity mix shifted to emphasize PSUs tied to regulatory milestones in 2024, aligning realizable value with value-creation events (NDA acceptance and approval), while time-based options support retention and long-term share price alignment .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership | 19,850 shares (11,751 common; 8,099 options exercisable within 60 days as of Apr 1, 2025) . |
| Ownership as % of Outstanding | <1% (company table designation) . |
| Unvested/Outstanding Awards (12/31/2024) | Options: 128,000 unexercisable ; PSUs: 40,000 unvested; RSU market value at $44.95: $1,798,000 . |
| Hedging/Pledging | Prohibited for employees and directors under insider trading policy . |
| Clawback | SEC/Nasdaq-compliant compensation recovery policy adopted; administered by Compensation Committee . |
Employment Terms
| Term | Detail |
|---|---|
| Start Date; Role | January 23, 2024; Chief Commercial Officer . |
| Contract Type | At-will; base salary $471,000; target bonus 40% of base . |
| Severance (no CIC) | If terminated without Cause or resigns for Good Reason: 9 months base salary + up to 9 months COBRA reimbursement . |
| Severance (CIC window) | If within 3 months prior to or 6 months post-CIC: 12 months base salary + up to 12 months COBRA + 50% of target bonus; 100% acceleration of unvested equity . |
| Change-in-Control Trigger | Double-trigger (CIC plus qualifying termination required for cash and acceleration) . |
| Tax Gross-Ups | None on change-in-control (company practice) . |
| Prohibited Practices | No hedging/pledging; equity award timing avoids MNPI windows . |
Performance & Track Record
- Commercial leadership: Built and leads Soleno’s rare-disease commercial team; established three pillars for launch success (standard of care positioning, operational excellence for patient access/adherence, payer value communication) .
- Transition to commercial stage: First VYKAT XR prescriptions delivered on April 14, 2025 following FDA approval on March 26, 2025; company targeting EU MAA submission in 2Q 2025 .
- Company TSR and net income context: $100 investment value rose to $679.10 in 2024 (from $608.08 in 2023); net loss widened to $175.49M in 2024 given pre-commercial status and scaling for launch .
Compensation Structure Analysis
- High at-risk alignment: 2024 pay design for NEOs is >90% variable equity; Manning’s awards tilt toward performance-contingent PSUs linked to NDA approval and anniversary, reinforcing milestone-driven value creation .
- Annual bonus discipline: Corporate objectives drove 105% payout despite lack of revenue, emphasizing regulatory and launch readiness milestones consistent with stage of development .
- No shareholder-unfriendly features: No CIC tax gross-ups; double-trigger acceleration; formal clawback; explicit prohibition on hedging/pledging supports alignment .
Investment Implications
- Near-term vesting supply dynamics: 50% of Manning’s PSUs vested on FDA approval (Mar 26, 2025); the remaining 50% vests on Mar 26, 2026—monitor potential incremental supply/insider sales capacity around these dates, subject to blackout policies .
- Retention risk appears mitigated: Double-trigger CIC protection and staged option vesting through 2027+ foster retention; at-will status with market-aligned cash comp suggests ongoing competitiveness in talent markets .
- Pay-for-performance alignment: Equity value is contingent on regulatory/commercial execution and share performance; hedging/pledging prohibitions and clawback enhance governance and alignment .
- Ownership skin-in-the-game is modest (<1%), typical for newly hired CCOs; ongoing vesting and time-based options build alignment over time .