William Harris
SOLENO THERAPEUTICSAbout William G. Harris
William G. Harris, age 66, has served as an independent director of Soleno Therapeutics since June 2014 and is nominated to continue as a Class II director through 2028 . He is an experienced life sciences finance executive, having been SVP Finance and CFO at Xenoport (2001–2016), SVP and CFO at Coulter Pharmaceutical (1996–2001), and Director of Finance at Gilead Sciences (1990–1996); he holds a B.A. from UC San Diego and an M.B.A. from Santa Clara University’s Leavey School of Business . The Board determined he is “independent” under SEC and Nasdaq rules and designated him as an audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xenoport, Inc. | SVP Finance & CFO | 2001–2016 | Led finance through Arbor Pharma acquisition in 2016 |
| Coulter Pharmaceutical, Inc. | SVP & CFO (and prior roles) | 1996–2001 | Finance leadership during sale to Corixa (2000) |
| Gilead Sciences, Inc. | Director of Finance | 1990–1996 | Built finance capabilities at a leading biopharma |
External Roles
- No current public company directorships disclosed for Mr. Harris in the proxy biography .
- Compensation committee interlocks: none; no SLNO executive officers serve on boards/committees of entities with executives on SLNO’s board .
Board Governance
- Committees: Audit (Chair), Compensation (Member) .
- Independence: Board determined Mr. Harris is independent under SEC/Nasdaq rules .
- Attendance: Board held 8 meetings in 2024; no director attended fewer than 75% of Board and applicable committee meetings . Audit committee met 4 times; Compensation committee met 2 times in 2024 .
- Board leadership: CEO serves as Chairman; Lead Independent Director is Matthew Pauls, who presides over independent director sessions .
Fixed Compensation
| Component (2024 policy) | Amount (USD) | Notes |
|---|---|---|
| Board annual retainer | $42,500 | Increased to $45,000 in Feb 2025 |
| Audit Committee Chair fee | $20,000 | Chair receives chair fee, not member fee |
| Compensation Committee Member fee | $7,500 | Member fee |
| Total Cash (Harris – 2024) | $70,000 | Matches component sum above |
Performance Compensation
| Equity Award | Grant Size | Fair Value | Vesting / Performance Metrics |
|---|---|---|---|
| Annual RSU (2024) | 6,500 RSUs | $290,160 | Vests in full on earlier of 12 months post-grant or day before next annual meeting, subject to service |
| Director Annual RSU (policy as of Feb 2025) | Value-based | $300,000 Value | Value defined as avg closing price over trailing 30 days before grant |
| Initial RSU for new directors (policy as of Feb 2025) | Value-based | $600,000 Value | Vests in equal annual installments over 3 years, subject to service |
No director cash bonus or option awards are disclosed for non-employee directors; equity is primarily time-based (RSUs). Hedging and pledging of company securities are prohibited for directors, reinforcing alignment with long-term shareholders .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| — | — | — | No current external public boards disclosed; no compensation committee interlocks with SLNO executives |
Expertise & Qualifications
- Audit committee financial expert; chair of audit committee; all audit members can read and understand fundamental financial statements .
- Deep biopharma finance and operations experience across Xenoport, Coulter, and Gilead .
- Independence affirmed by Board after reviewing background, employment, affiliations, and beneficial ownership .
Equity Ownership
| Holder | Shares Owned | Breakdown | % Outstanding |
|---|---|---|---|
| William G. Harris | 32,571 | 8,901 common + 23,670 vested, exercisable options (within 60 days of April 1, 2025) | <1% (*) |
- Policy prohibits hedging, short sales, public derivatives, and pledging/margin accounts for directors and employees .
- RSUs are not counted in beneficial ownership unless vesting within 60 days; Harris’s 2024 RSUs were scheduled to vest by the next annual meeting, subject to service .
Governance Assessment
- Strengths: Independent director, audit chair and financial expert; strong attendance; robust insider trading and anti-hedging/pledging policies; compensation committee retains independent consultant (Aon) and uses peer benchmarking; clawback policy adopted per SEC/Nasdaq .
- Alignment: 2024 director pay mix heavily equity-based (RSUs), with clear vesting schedules; cash fees align with committee responsibilities (audit chair, comp member) .
- Potential red flags to monitor: Long board tenure (since 2014) warrants periodic refresh considerations; ensure continued independence and effectiveness as CEO serves as Board Chair; maintain rigorous audit oversight given prior identified material weakness in ICFR (auditor noted adverse opinion on ICFR effectiveness as of Dec 31, 2024) . No related-party transactions involving Harris disclosed; related-party transaction approvals require audit committee review .
Overall, Harris’s finance expertise and audit leadership bolster board effectiveness. The equity-heavy director compensation and anti-hedging policy support shareholder alignment, while long tenure and CEO-as-chair structure elevate the importance of the Lead Independent Director and regular board evaluations .