Michael Solomon
About Michael Solomon
Michael Solomon, Ph.D. (age 55), is a Class I independent director of Protara Therapeutics (TARA), serving on the board since January 2020 (previously a director of Private ArTara from May 2018), with his current term expiring at the 2027 annual meeting. He holds a B.S. in chemistry from the University of Massachusetts, Amherst and a Ph.D. in organic chemistry from the University of Wisconsin, and brings 25+ years of biotechnology experience with a focus on creating and operating early-stage companies, including CEO tenure at Ribometrix (2017–2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ribometrix, Inc. | Chief Executive Officer; Director | Oct 2017–Oct 2024 | Led RNA-targeting small molecule therapeutics strategy |
| ValenzaBio, Inc. | Director | May 2021–Jan 2023 | Company acquired by Acelyrin; early-stage biotech governance |
| SV Health Investors | Venture Partner | Dec 2016–Dec 2018 | Company creation/investing in life sciences |
| Decibel Therapeutics, Inc. | Chief Operating Officer | 2015–2016 | Operations in hearing disorder biotech |
| Ember Therapeutics, Inc. | Chief Operating Officer | 2012–2015 | Public pharma operating leadership |
| Link Medicine Corporation | Chief Business Officer | 2009–2012 | Business development in neurodegeneration |
| Epizyme Therapeutics, Inc. | Founder; VP Discovery | Prior to 2009 | Discovery leadership at clinical-stage biopharma |
| Hypnion, Inc. | VP Discovery | Sold to Eli Lilly in 2007 | Discovery leadership; exit via acquisition |
External Roles
- No current public company directorships disclosed for Dr. Solomon in the latest proxy .
- Prior roles included director at ValenzaBio (private) and CEO of Ribometrix (private) .
Board Governance
- Independence: Board determined Solomon is independent under Nasdaq rules .
- Committee assignments (2024): Audit Committee member; Nominating & Corporate Governance Committee member (not a chair) .
- Audit Committee: Solomon co-signed the committee report recommending inclusion of 2024 audited financials in the Form 10-K .
- Board attendance: In 2024, the board met 7 times; each director attended at least 75% of aggregate board/committee meetings. Independent directors held five executive sessions in 2024 .
- Board structure: An independent chair (Luke Beshar) presides and sets agendas, reinforcing independent oversight .
Fixed Compensation
2024 Non-Employee Director Compensation (Solomon):
| Component | Amount |
|---|---|
| Fees Earned/Paid in Cash ($) | $52,125 |
| Option Awards ($) | $20,598 (grant-date fair value under ASC 718) |
| Stock Awards ($) | $0 |
| Total ($) | $72,723 |
2025 Non-Employee Director Compensation Policy (effective April 1, 2025):
| Item | Policy Detail |
|---|---|
| Annual cash retainer (director) | $40,000 |
| Audit Committee member retainer | $7,500 |
| Nominating & Corporate Governance member retainer | $5,000 |
| Annual option grant | 24,000 options, vesting in full on first anniversary |
| Initial option grant (new directors) | 48,000 options; 1/3 at year 1, then monthly over 24 months |
| Director annual compensation cap | $750,000; $1,000,000 in year of joining (measured at accounting grant-date value) |
Performance Compensation
- No performance-based metrics are tied to non-employee director compensation; equity grants are time-vested per policy (options vest on tenure-based schedules) .
- Plan-level safeguards:
- Double-trigger change-of-control vesting; non-employee director awards fully vest at change in control .
- Clawback policy applies to all awards under the 2024 Plan .
- No repricing of options/SARs without stockholder approval; no tax gross-ups .
Other Directorships & Interlocks
| Company | Type | Role | Overlap/Interlock |
|---|---|---|---|
| ValenzaBio, Inc. | Private biotech | Director (2021–2023) | None disclosed with TARA suppliers/customers |
| Ribometrix, Inc. | Private therapeutics | CEO/Director (2017–2024) | None disclosed |
- Proxy discloses no related-party transactions involving Solomon; company notes standard indemnification agreements for directors .
Expertise & Qualifications
- Deep biotech company-building and operational leadership; emphasis on early-stage venture formation and discovery .
- Technical credentials: Ph.D. in organic chemistry; discovery leadership at Epizyme/Hypnion .
- Governance: Service on audit and nominating committees; ability to understand financial statements; audit committee experience .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 105,065 |
| Ownership as % of shares outstanding | <1% (star in proxy) |
| Options outstanding (aggregate # of shares) | 78,565 |
| RSUs vested but not settled (units) | 26,500 |
| Shares pledged or hedged | Pledging/hedging prohibited by company policy |
Governance Assessment
- Strengths: Independent director with audit and nominating committee roles; strong attendance culture; independent chair; robust equity plan governance (no repricing, clawback, double-trigger CIC; caps on director compensation) .
- Alignment: Holds equity via options and vested RSUs; beneficial ownership of 105,065 shares supports alignment though position size is <1% of shares outstanding .
- Conflicts: No related-party transactions involving Solomon disclosed; hedging/pledging prohibited; indemnification standard for directors .
- Signals to monitor: 2024 say-on-pay approval at ~72% suggests mixed shareholder sentiment on executive pay (not board fees), warranting continued engagement though Solomon is not on the compensation committee; compensation committee composition refreshed in April 2025 .