Thomas M. Soloway
About Thomas M. Soloway
Thomas M. Soloway (age 58 as of March 31, 2025) has served on Third Harmonic Bio’s Board since July 2022. He is President & CEO and a director of T‑Knife Therapeutics since December 2020, with 25+ years in life sciences spanning operations, corporate finance, and venture capital. He holds a B.S. in Entrepreneurial Studies (USC) and an MBA (Georgetown). He is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| T‑Knife Therapeutics, Inc. | President & CEO; Director | Dec 2020 – present | Executive leadership; public company governance exposure via CEO role |
| Audentes Therapeutics, Inc. | EVP, COO (prior roles of increasing responsibility) | Sep 2015 – Sep 2020 | Scaled operations; biopharma execution experience |
| Ascendis Pharma A/S | SVP, CFO | Jan 2014 – Sep 2015 | Corporate finance; endocrinology/rare disease focus |
| Transcept Pharmaceuticals, Inc. | Co‑founder; SVP Ops & CFO → EVP, COO | 2002 – Dec 2013 | Company building; finance and operations leadership |
| Montreux Equity Partners | Principal | Prior to 2002 | Venture investing in early-stage healthcare |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| T‑Knife Therapeutics, Inc. | President & CEO; Director | Private | Dec 2020 – present |
Board Governance
- Committee assignments: Audit Committee Chair; Nominating & Governance Committee member. Both committees comprise independent directors; Soloway and McDonough qualify as “audit committee financial experts.”
- Independence: Board determined all directors except CEO Natalie Holles are independent under Nasdaq and SEC rules.
- Attendance: In 2024, Board met 4 times; Audit 4; Compensation 5; Nominating & Governance 5. No incumbent director attended fewer than 75% of aggregate Board and committee meetings. Independent directors meet separately without management regularly.
- Board leadership: CEO and Chair are separate (Natalie Holles; Mark Iwicki). Lead independent director role applies only if CEO and Chair are combined (not currently).
- Election and term: Class III nominee; elected June 5, 2025 to a term expiring at the 2028 annual meeting.
| 2025 Annual Meeting Vote (Director Election) | Shares For | Withheld | Broker Non‑Votes |
|---|---|---|---|
| Thomas M. Soloway | 35,527,334 | 2,237,476 | 5,607,546 |
- Audit Committee oversight includes cybersecurity risk management, related-person transactions, auditor independence, and financial reporting integrity.
Fixed Compensation
| Component (Non‑Employee Director Policy) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Payable quarterly in arrears |
| Audit Committee Chair fee | $15,000 | Annual |
| Nominating & Governance Committee member fee | $4,000 | Annual |
| 2024 Cash actually paid to Soloway | $59,000 | Sum of components above |
Performance Compensation
| Equity Structure | Grant Size | Vesting | Notes |
|---|---|---|---|
| Initial option grant (new director) | 40,000 options | 1/36 monthly from grant | Subject to continued service |
| Annual option grant | 20,000 options | Vests in full at earlier of 1‑year anniversary or next annual meeting | Subject to continued service |
| Corporate transaction acceleration | N/A | All outstanding director options accelerate | Includes Dissolution |
| Soloway Equity Detail | Value/Count | Date/As of | Notes |
|---|---|---|---|
| 2024 Option Awards (grant‑date fair value) | $200,144 | 2024 | FASB ASC 718 valuation |
| Options held | 126,499 | 12/31/2024 | Total options outstanding as of FY‑end |
| Options exercisable within 60 days | 82,567 | 3/31/2025 | Count included in beneficial ownership |
| Performance Metrics in Director Compensation | Disclosure |
|---|---|
| Financial/ESG/TSR metrics | None disclosed for directors (options only) |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Notes |
|---|---|---|---|
| T‑Knife Therapeutics, Inc. | Director | Not disclosed | External CEO/director role; no THRD related‑party transactions disclosed |
No other current public company directorships disclosed for Soloway.
Expertise & Qualifications
- Designated “audit committee financial expert”; financially literate.
- Deep operating and finance background (COO/CFO roles); venture investing experience.
- Education: B.S. (USC); MBA (Georgetown).
Equity Ownership
| Ownership Element | Amount | As of | % of Outstanding | Notes |
|---|---|---|---|---|
| Common shares owned | 0 | 3/31/2025 | <1% | Director stock ownership among Board/execs detailed separately |
| Options exercisable within 60 days | 82,567 | 3/31/2025 | <1% | Included in beneficial ownership per SEC rules |
| Total beneficial ownership | 82,567 | 3/31/2025 | <1% | Based on 45,108,594 shares outstanding |
| Options held (total) | 126,499 | 12/31/2024 | N/A | From director options table |
| Hedging/Pledging | Hedging prohibited by policy; pledging not disclosed | Policy effective | N/A | Insider Trading Policy prohibits hedging/monetization/exchange funds |
Governance Assessment
- Strengths: Independent director; Audit Chair and “financial expert” status; strong attendance; cybersecurity oversight embedded in Audit; separate CEO/Chair structure; Compensation Committee uses independent consultants (Compensia, Alpine Rewards) with no conflicts identified.
- Alignment: Cash fees modest and option‑based equity creates at‑risk exposure; however, he holds no common shares, and beneficial ownership arises solely from options—skin‑in‑the‑game is lower versus direct shareholding.
- Signals: Strong shareholder support at 2025 election (35.5M “For” vs. 2.24M “Withheld”).
- Potential red flags: Company‑level option repricing occurred in 2023 for employee/NEO options (underwater reset to $4.20); while not specifically tied to director grants, repricing history is a governance caution for pay practices.
- Related‑party/conflicts: Board has a formal related‑person transactions policy with Audit Committee approval; no Soloway‑specific related‑party transactions disclosed.
Overall: Soloway’s finance and operations pedigree is accretive to board effectiveness, particularly as Audit Chair during a dissolution process. The option‑only director equity and absence of common share ownership reduce direct alignment but are partially mitigated by annual and initial option structures that vest with continued service and accelerate upon corporate transaction, aligning with dissolution execution.