Paul B. Bolno
Wave Life SciencesAbout Paul B. Bolno
Paul B. Bolno, M.D., MBA is President and Chief Executive Officer of Wave Life Sciences (WVE) since December 2013 and a director since April 2014. He is 51, holds an M.D. from MCP-Hahnemann and an MBA from Drexel, and previously served in senior business development roles at GlaxoSmithKline and as Director of Research at Two River LLC . Under his leadership, the bonus program paid at 125% of target for 2024 corporate goal achievement, and the board maintained a high say‑on‑pay approval in 2024 (>99%) following prior shareholder engagement to refine compensation design . Key company performance context is below.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | 3,649,000* | 113,305,000* | 108,302,000* |
| EBITDA (USD) | -156,146,000* | -62,996,000* | -106,507,000* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| GlaxoSmithKline plc | VP, Worldwide BD—Head of Asia BD & Investments; Head, Global Neuroscience BD; Director of Glaxo Welcome Manufacturing (Singapore); VP, BD for Oncology BU; member Oncology Executive Team/Commercial Board/Cancer Research Executive Team | 2009–2013 | Helped establish GSK’s global oncology business; led BD across neuroscience and Asia; senior governance on oncology strategy |
| Two River LLC (healthcare PE) | Director of Research | 2004–2009 | Evaluated life sciences investments, supporting company formation and BD diligence |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| ExpressionEdits (private biotech) | Chairman of the Board | Dec 2024–present | Private company directorship |
| Nucleic Acid Therapy Accelerator (UK) | Chairman, Scientific Advisory Group | May 2020–present | Advisory leadership in RNA therapeutics ecosystem |
| SQZ Biotechnologies (public; acquired Mar 2024) | Director | Jun 2020–Mar 2024 | Board tenure through acquisition by STEMCELL Technologies Canada Acquisitions, Inc. |
Fixed Compensation
| Year | Base Salary (USD) | Target Bonus % | Actual Bonus (USD) |
|---|---|---|---|
| 2022 | 617,900 | — | 461,900 |
| 2023 | 636,400 | — | 475,700 |
| 2024 | 655,500 | 65% of base | 532,600 (125% of 2024 target) |
| 2025 | 700,000 (effective 1/1/2025) | — | — |
Notes:
- Annual target bonus for NEOs in 2024 was unchanged vs 2023; payout factor for corporate goals was 125% (uniformly applied) .
Performance Compensation
Annual cash incentive (2024)
| Metric design | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate goals set by Board (uniform for NEOs) | Not disclosed | 100% | 125% achievement | $532,600 to CEO (125% of target) | N/A (cash, paid early 2025) |
Equity awards and vesting
| Grant date | Type | Shares/Units | Exercise/Base Price | Vesting | Expiration |
|---|---|---|---|---|---|
| Feb 5, 2024 | Stock options | 1,008,600 | $3.87 | 25% on Feb 5, 2025; remainder quarterly over 12 quarters | Feb 5, 2034 |
| Feb 17, 2023 | Stock options | 771,000 (granted; 337,312 exercisable / 433,688 unexercisable at 12/31/24) | $4.75 | Standard 4-yr vesting; remaining vests quarterly | Feb 17, 2033 |
| Jan 1, 2022 | Stock options | 600,000 (412,500 exercisable / 187,500 unexercisable at 12/31/24) | $3.14 | 25% on Jan 1, 2023; remainder quarterly over 12 quarters | Jan 1, 2032 |
| Feb 4, 2025 | Stock options (2025 LTIP) | 1,000,000 | $11.74 | 25% on Feb 8, 2026; remainder quarterly thereafter | Standard 10-yr option term |
| Feb 4, 2025 | RSUs (2025 LTIP) | 121,000 | N/A | 25% annually beginning Feb 8, 2026 | N/A |
| Prior performance RSUs | Performance-based RSUs (unearned) | 92,500 | N/A | Performance-conditioned; unearned at 12/31/24 | N/A |
Other equity program notes:
- For 2024, LTIs consisted solely of options to align with shareholder value creation; in 2025, mix shifted to options + time-based RSUs to balance retention and value-creation incentives .
Realized equity activity (2024)
| Activity | Shares | Value realized |
|---|---|---|
| Option exercises (CEO) | 50,000 | $626,000 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 2,415,163 shares (1.53% of outstanding as of Jun 6, 2025) |
| Breakdown | 217,351 ordinary shares owned; 2,197,812 options exercisable within 60 days of Jun 6, 2025 |
| Unvested/Unearned equity | Performance-based RSUs: 92,500 unearned at 12/31/24 |
| Hedging/Pledging | Company policy prohibits hedging and pledging; no pledging allowed |
| Ownership guidelines | Not disclosed in proxy excerpts reviewed |
| 2024 equity overhang context | Since adoption of 2021 Plan through Jun 6, 2025: CEO granted 3,559,600 options and 121,000 RSUs under the plan (aggregate to-date) |
Employment Terms
| Provision | Key terms |
|---|---|
| Employment agreement | Amended and restated in May 2020; CEO role continues under that agreement |
| Base/bonus references | 2024 base $655,500; target bonus 65%; 2025 base increased to $700,000 |
| Severance (no cause / good reason) | 18 months base salary continuation; health premiums at normal contribution for up to 18 months; separation bonus equal to then annual target bonus prorated through termination date |
| Change-in-control (double-trigger within 12 months) | Lump sum 18 months base salary; health premiums up to 18 months; separation bonus equal to then annual target bonus; equity granted on/after Jan 1, 2018 fully vests upon double-trigger |
| Equity acceleration (CoC) | Unvested options/RSUs granted on/after Jan 1, 2018 fully vest upon termination without cause or for good reason within 12 months post‑CoC |
| Non‑compete / Non‑solicit | 12 months following termination (for NEOs) |
| Clawback | Robust clawback policy compliant with SEC/Nasdaq; recovery upon covered restatement |
| Tax gross‑ups | Company states it does not provide tax gross‑ups; 2024 “All Other Compensation” included a minor commuting tax gross‑up of $1,431 |
Board Governance (Director Role, Committees, Independence)
- Board service history: Director since April 2014; current slate nominated for election at the 2025 AGM. Board has nine members; all directors elected annually under Singapore Companies Act requirements .
- Dual-role implications: CEO is also a director but not Chair; the Board has an independent Chair (Christian Henry), separating management and board leadership for oversight balance .
- Committee roles: Audit (Rawcliffe Chair; Corrigan, Henry, Tan), Compensation (Henry Chair; Rawcliffe, Wagner), R&D (Corrigan Chair; Kolchinsky, Verdine). CEO is not listed as a member of these committees .
- Independence: Board identifies multiple independent directors; executive sessions held for independent directors and Compensation Committee operates without management present when determining CEO pay .
- Meeting attendance: Board met 4 times; committees met 18 times in 2024; no director attended fewer than 75% of meetings .
- Director pay (non-employee): Annual cash retainers—$45,000 for directors, $75,000 for non-employee Chair; committee cash retainers of $7,500–$20,000 depending on role; equity compensation also provided to non‑employee directors; employees are not paid for board service .
Say‑on‑Pay and Shareholder Feedback
| Year | Outcome/Notes |
|---|---|
| 2024 AGM | Say‑on‑pay supported by over 99% of votes cast; committee made no major changes for 2024 in light of strong support |
| 2023 AGM | Company described ongoing annual advisory vote; continued alignment of program design with long‑term performance |
| 2022 AGM | Say‑on‑pay received approximately 78% support; management engaged top holders in early 2023 on equity vehicle mix, disclosure and governance |
| 2020/2021 AGMs | Prior say‑on‑pay support cited as 87.5% (2020) and 99.2% (2021) |
Compensation Committee Analysis
- Members: Christian Henry (Chair), Adrian Rawcliffe, and Heidi Wagner; all independent under Nasdaq rules .
- Consultant: Compensation Committee engages an independent compensation consultant and reviews independence from management; past disclosures note Aon’s Human Capital Solutions informed peer benchmarking; the committee does not target specific percentile positioning .
- Risk controls: Multi‑year vesting, no option repricing without shareholder approval, hedging/pledging prohibited, and clawback policy in place .
Related Party / Risk Indicators
- No hedging or pledging permitted for employees or board members .
- Option repricing and “mega‑grants” prohibited without shareholder approval .
- 2020 CFO change disclosed as not due to disagreement; normal course governance disclosures around certain director changes historically .
Investment Implications
- Alignment and leverage to performance: CEO pay mix is heavily at‑risk—2024 option grant at $3.87 and a sizable 2025 grant at $11.74 align outcomes with shareholder value creation; the introduction of RSUs in 2025 modestly lowers risk and improves retention but can increase guaranteed value versus options in downside scenarios .
- Vesting and potential selling pressure: Large multi‑year option tranches vest quarterly following the first anniversary; CEO exercised 50,000 options in 2024, with additional legacy grants expiring over 2025–2034 that can influence trading behavior around vest and expiry windows .
- Retention risk/CoC economics: Severance at 1.5x salary plus target bonus and double‑trigger equity acceleration (for awards since 2018) are market‑median to slightly conservative for a small/mid‑cap biotech CEO—providing retention without excessive change‑in‑control payouts .
- Governance mitigants: Independent Chair, independent committees, robust clawback, and bans on hedging/pledging mitigate common governance risks of a CEO‑director dual role .
- Performance backdrop: Revenues scaled meaningfully versus 2022’s trough; EBITDA remains negative given R&D scale-up; incentive payouts at 125% for 2024 reflect board‑assessed over‑achievement against corporate goals. Continued scrutiny of goal rigor is warranted as the equity mix shifts to include RSUs in 2025. Revenues/EBITDA shown in “About” above.*
*Values retrieved from S&P Global.
Appendix: Key Award and Ownership Details
- Beneficial ownership: 2,415,163 (1.53%); includes 2,197,812 options exercisable within 60 days; 217,351 shares owned directly .
- Outstanding CEO awards at 12/31/24 include unexercisable portions from 2022, 2023, 2024 grants with defined quarterly vesting; performance RSUs outstanding: 92,500 unearned .
- 2025 LTIP: 1,000,000 options @ $11.74; 121,000 RSUs; first vest in Feb 2026 .