Matthew Pauls
SavaraAbout Matthew Pauls
Matthew Pauls (age 54) is Chair of the Board and Chief Executive Officer of Savara Inc. (SVRA). He has served as Chair since September 2020, Interim CEO from September–December 2020, and CEO since December 2020; he has been a director since April 2017 and previously served on Mast Therapeutics’ board prior to the reverse merger with Savara . He holds a B.S. and M.B.A. from Central Michigan University and a J.D. from Michigan State University College of Law . Under his leadership, Savara reported positive IMPALA-2 Phase 3 data in 2024, completed a $100M equity financing, submitted its BLA for MOLBREEVI (molgramostim inhalation solution) in March 2025, and arranged up to $200M in non-dilutive debt financing . Pay-versus-performance disclosures show TSR volatility: a hypothetical $100 investment tracked to $125 (2022), $303 (2023), and $65 (2024), with net losses of $38.2M (2022), $54.7M (2023), and $95.9M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Strongbridge Biopharma plc (SBBP) | President & CEO; Director | 2014–2019 | Led company through IPO; focus on rare disease therapies . |
| Insmed, Inc. (INSM) | Chief Commercial Officer | 2013–2014 | Commercial leadership in rare disease . |
| Shire Pharmaceuticals | Senior VP, Head of Global Commercial Operations (most recent role in tenure) | 2007–2013 | Global commercialization, operations in specialty/rare diseases . |
| Bristol-Myers Squibb | Brand Management & Payer Marketing | 1997–2007 | U.S. market access and brand roles . |
| Johnson & Johnson | Various U.S./global commercial roles | 1997–2007 | Broad commercial leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Soleno Therapeutics (SLNO) | Director | Since Aug 2023 | Clinical-stage rare disease therapeutics . |
| Amplo Biotechnology (private) | Director | Since Aug 2023 | Gene therapy for rare neuromuscular disorders . |
| Pelthos Therapeutics (private) | Director | Since Aug 2023 | Dermatologic infectious diseases . |
| Zyla Life Sciences (ZCOR) | Director | 2019–May 2020 | Board through merger with Assertio . |
| Mast Therapeutics | Director | 2015–2017 | Pre-merger with Savara . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Target Bonus ($) | Actual Non-Equity Incentive ($) | Discretionary Bonus ($) |
|---|---|---|---|---|---|
| 2024 | 620,000 | 50% | 310,000 | 310,000 | 31,000 |
Notes:
- 2024 say-on-pay support was ~95% (2023: 91%), indicating strong shareholder endorsement of pay design .
Performance Compensation
| Component (CEO) | Metric Description | Weighting | Target | Actual | Payout |
|---|---|---|---|---|---|
| Company Goal 1 | Report IMPALA-2 Top Line Data by end of June/July (timing thresholds) | 35% | Part of 50% of salary target ($310,000) | Met (company goals fully met) | 110% of company component for CEO (entire bonus tied to company goals) |
| Company Goal 2 | Optimize Molgramostim program: clinical/medical (10%), supply chain redundancy (20%), commercial prep (5%+5%), regulatory/quality/BLA readiness (15%) | 55% | — | Met | 110% |
| Company Goal 3 | Advance Strategic Planning (valuation model, partnership options) | 5% | — | Met | 110% |
| Company Goal 4 | Maintain Disciplined Operational Management (within 5% of budget) | 5% | — | Met | 110% |
| Total | CEO bonus (100% company goals) | 100% | $310,000 | $341,000 (310,000 non-equity + 31,000 discretionary) | 110% of target company component |
Equity Awards (Grants and Vesting)
| Grant Date | Instrument | Quantity | Exercise/Strike ($) | Fair Value ($) | Vesting | Expiration |
|---|---|---|---|---|---|---|
| 12/12/2024 | Stock Options | 900,000 | 3.35 | 2,593,011 | 16 equal quarterly installments from 12/12/2024 | 12/12/2034 |
| 12/12/2024 | RSUs | 400,000 | — | 1,340,000 | Cliff vest 12/12/2026 | — |
| 12/14/2023 | RSUs | 450,000 | — | Market value $1,381,500 at 12/31/2024 | Cliff vest 12/14/2025 | — |
| 2024 (Vesting) | Stock Awards Vested | 325,000 shares | — | Value realized $1,043,250 | Vested in 2024 | — |
Outstanding awards snapshot (12/31/2024):
- Options include several fully exercisable legacy grants (e.g., 898,639 @ $1.32 expiring 9/15/2030; 500,000 @ $1.23 expiring 12/16/2030) and partially vested tranches (e.g., 350,000/350,000 @ $1.51 expiring 12/13/2032; 56,250/168,750 @ $4.45 expiring 12/14/2033), plus the new 900,000-grant unexercised @ $3.35 expiring 12/12/2034 .
- Unvested RSUs: 450,000 vesting 12/14/2025 (market value $1,381,500 at 12/31/2024) and 400,000 vesting 12/12/2026 (market value $1,228,000 at 12/31/2024) .
Implications:
- Near-term vesting events (12/14/2025 and 12/12/2026) could create calendar-based supply overhang; 2024 Form 4 activity is not provided here, but the company discloses zero option exercises by the CEO in 2024 (RSU vesting occurred) .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Matthew Pauls | 2,917,456 | 1.69% | Includes 2,231,077 shares issuable upon option exercise/RSU vesting within 60 days of 4/7/2025 . |
Additional alignment safeguards and activity:
- Hedging, pledging, short sales, and margin purchases are prohibited under SVRA’s insider trading policy (no pledging allowed), reducing misalignment and collateral risk .
- 2024 exercises: Options exercised = 0; RSUs vested = 325,000 shares; value on vesting $1,043,250 (price × shares on vest date). Vested shares may or may not have been sold .
- No related-party transactions requiring disclosure since 1/1/2023 .
Employment Terms
| Scenario | Cash Severance | Healthcare | Equity Treatment | Option Exercise Window | Notes |
|---|---|---|---|---|---|
| Termination without Cause / Resignation for Good Reason (outside CIC window) | Lump sum: 18 months base salary + 100% target bonus + pro-rated target bonus | COBRA reimbursements up to 18 months | 100% acceleration of equity | To earlier of 18 months post-termination or original expiry | Subject to release of claims . |
| Death/Disability (outside CIC window) | As above (per agreement terms) | As above | As above | As above | |
| Double-Trigger CIC (within 3 months before to 12 months after CIC) | Lump sum: 24 months base salary + 100% target bonus + pro-rated target bonus | COBRA reimbursements up to 24 months | 100% acceleration of equity | To earlier of 24 months post-termination or original expiry | No single-trigger CIC benefits . |
Estimated values if terminated 12/31/2024 (company disclosure):
| Scenario (as of 12/31/2024) | Cash Severance ($) | Healthcare ($) | Accelerated Equity ($) | Accrued Vacation ($) | Total ($) |
|---|---|---|---|---|---|
| Qualifying termination (non-CIC) | 1,581,000 | 18,000 | 3,327,000 | 42,923 | 4,968,923 |
| Qualifying termination (CIC) | 1,891,000 | 24,000 | 3,327,000 | 42,923 | 5,284,923 |
Governance safeguards:
- Clawback policy (adopted 2023) recovers excess incentive-based compensation tied to financial metrics for the 3 years preceding an accounting restatement, consistent with SEC/Nasdaq rules .
- Insider trading policy with blackout and pre-clearance; hedging/pledging prohibitions as above .
- No defined benefit pension; no nonqualified deferred compensation; broad-based 401(k) with employer match; perquisites did not exceed $10,000 in 2024 .
Board Governance (service history, committees, dual-role implications)
- Board service: Director since April 2017; Chair since September 2020; CEO since December 2020; not a member of any board committee .
- Independence: Board determined all directors except Mr. Pauls are independent under Nasdaq and SEC rules .
- Combined Chair/CEO: Company maintains combined roles with a designated Lead Independent Director (Joseph S. McCracken) responsible for coordinating independent director activities, agenda input, consultant retention for the Board, and information flow; Board believes this structure promotes unified leadership with independent oversight .
- Committee composition (2024):
- Audit: Chair David A. Ramsay; members An van Es‑Johansson, Richard J. Hawkins .
- Compensation: Chair Nevan Elam; members Joseph S. McCracken, An van Es‑Johansson .
- Nominating & Governance: Chair Joseph S. McCracken; members Nevan Elam, David A. Ramsay .
- Attendance: In 2024, Board met 5x; Audit 4x; Compensation 2x; Nominating & Governance 2x; all directors met ≥75% attendance on aggregate .
- Director pay: Mr. Pauls receives no additional compensation for director service .
Compensation Structure Analysis
- Mix and market alignment: 2024 CEO pay emphasized equity (options + RSUs grant-date fair value $3.93M) alongside fixed pay ($620k) and annual incentives (target $310k), consistent with pre‑commercial biotech norms and peer benchmarking by Aon; peer group refined in 2024 to align with SVRA’s market cap/complexity (adds included Apogee, Applied Therapeutics, Liquidia, Mineralys, Scholar Rock, Soleno) .
- Performance linkage: 2024 bonus tied 100% to pipeline/regulatory/commercial readiness milestones and budget discipline; payout at 110% reflects over‑achievement against company goals (CEO) .
- Equity design: Options vest quarterly over 4 years, aligning realized value to sustained performance; RSUs include 2‑year and 1‑year cliffs (2026, 2025) to promote retention through BLA review and launch window .
- Shareholder feedback: Strong say‑on‑pay support (~95% in 2024), with committee oversight and independent advice (Aon) .
- Risk controls: Clawback compliance and prohibition on hedging/pledging mitigate misalignment and tail risks .
Risk Indicators & Red Flags
- Related-party transactions: None requiring disclosure since 1/1/2023 .
- Hedging/pledging: Prohibited (reduces alignment risk) .
- Option repricing/underwater modifications: Not disclosed in proxy .
- Governance: Combined Chair/CEO mitigated by a Lead Independent Director and independent committees .
- Pay vs performance: TSR volatility (value of $100 investment: $125 in 2022; $303 in 2023; $65 in 2024) underscores binary clinical/regulatory exposure typical of pre‑commercial biopharma .
Equity Ownership & Alignment (detail)
| Item | Detail |
|---|---|
| Beneficial ownership | 2,917,456 shares (1.69% of outstanding) . |
| Near-term vesting | RSUs: 450,000 on 12/14/2025 (market value $1,381,500 at 12/31/2024); 400,000 on 12/12/2026 ($1,228,000 at 12/31/2024) . |
| Option profile | Large in‑the‑money legacy grants (e.g., 898,639 @ $1.32; 500,000 @ $1.23) plus staged 2021–2024 awards with quarterly vesting . |
| 2024 activity | Options exercised: 0; RSUs vested: 325,000 (value $1,043,250) . |
| Hedging/pledging | Prohibited . |
Employment & Contracts (retention risk)
- Severance provides significant protection (18–24 months salary + 100% target bonus; full acceleration; extended exercise windows), which can reduce voluntary turnover risk but increases change‑in‑control costs; estimated CIC termination value as of 12/31/2024 was ~$5.285M, including $3.327M accelerated equity .
- No single‑trigger CIC; double‑trigger required .
Investment Implications
- Pay-for-performance alignment: 2024 incentive design was tightly linked to clinical, regulatory, CMC, and launch readiness milestones (110% payout), signaling management confidence and execution focus into the BLA/approval window; equity grants emphasize multi‑year retention through 2025–2026 .
- Supply/insider pressure: CEO had zero option exercises in 2024, but RSU cliffs (Dec 2025, Dec 2026) are notable vesting overhangs; monitor trading windows around these dates for potential liquidity events as additional shares deliver .
- Governance: Combined Chair/CEO role creates concentration risk, partially mitigated by a strong Lead Independent Director and independent committees; high say‑on‑pay support reduces probability of activist pay/structure challenges near term .
- Downside/CIC: Full vesting and 24‑month cash protection under double‑trigger CIC improves management continuity in strategic scenarios but raises potential transaction costs; quantify this when underwriting M&A probabilities .
- Track record: Under Pauls, Savara advanced key value catalysts (Phase 3 success, BLA filing, financing capacity), but TSR volatility remains high; position sizing should reflect binary regulatory outcomes and cash runway sensitivity .