SOLENO THERAPEUTICS INC 8-K

What Happened

• Soleno Therapeutics, Inc. (SLNO) announced on January 21, 2026 (filed 8-K Jan 23, 2026) that its Board, following Compensation Committee recommendations, approved higher 2026 base salaries for its named executive officers, paid FY2025 cash bonuses, and granted stock options and restricted stock units (RSUs).
• Named executive officer pay and awards: CEO Anish Bhatnagar — 2026 base salary $765,000; FY2025 cash bonus $487,740; options 131,400 shares; RSUs 114,200 shares. CFO James Mackaness — $529,000; $218,708; options 32,800; RSUs 28,600. Chief Commercial Officer Meredith Manning — $515,000; $201,588; options 32,800; RSUs 28,600. SVP Patricia Hirano — $447,000; $161,784; options 11,900; RSUs 10,400. Option vesting: 1/48 monthly beginning Jan 1, 2026. RSUs vest 100% on Dec 15, 2027.

Key Details

• Board approvals dated Jan 21, 2026; salary increases effective Jan 1, 2026.
• Severance plan approved: a new Key Executive Change in Control and Severance Plan covering VPs and above (including the four named officers).
• Outside a change-in-control period, CEO severance = 18 months salary + 100% target bonus + 18 months COBRA and 25% equity acceleration; C-suite peers generally get 12 months salary, prorated bonus (up to 100%), 12 months COBRA, and no equity acceleration.
• If termination occurs during the change-in-control period (defined as 3 months before through 12 months after a change in control), covered executives receive larger payouts and full (100%) equity vesting; CEO receives 24 months salary + 150% target bonus + 24 months COBRA and full equity acceleration.
• The plan includes a tax “best net” provision to avoid adverse Section 280G excise taxes (no tax gross-ups). The form of the Executive Plan is filed as Exhibit 10.1.

Why It Matters

• These actions increase near-term cash compensation and equity ownership for Soleno’s senior team and formally standardize severance protections across senior management. For investors, that means higher fixed payroll expense (higher 2026 base salaries) and potential future cash/stock obligations if qualifying terminations or a change in control occur.
• The change-in-control protections (including full vesting during the period around a sale or similar transaction) are material because they can affect transaction economics and post-transaction dilution or cash payouts. The filing provides concrete figures investors can use to model potential severance exposure.