Caroline Stark Beer
About Caroline Stark Beer
Caroline Stark Beer was appointed Chief Business Officer of Sionna Therapeutics on September 8, 2025, bringing 20+ years of life sciences experience in corporate development and strategic partnering . She holds an MBA from MIT Sloan and a Bachelor of Economics from Duke University, with prior roles at Jnana Therapeutics (CBO), Alnylam Pharmaceuticals (VP Business Development), Amicus Therapeutics (business development), and Bain & Company (strategy consulting) . She joined amid a strengthening balance sheet (cash, cash equivalents and marketable securities of $325.0 million as of September 30, 2025) and ongoing clinical execution, with Q3 2025 net loss of $20.3 million and runway expected into 2028 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jnana Therapeutics | Chief Business Officer | Until 2025 | Led corporate/business development and alliance management; tenure concluded with Jnana’s sale to Otsuka |
| Alnylam Pharmaceuticals | VP, Business Development | 10+ years (per release) | Led high-impact partnerships, including a 5-year collaboration with Regeneron Pharmaceuticals |
| Amicus Therapeutics | Business Development | — | Business development roles supporting portfolio growth |
| Bain & Company | Strategy Consultant | — | Early-career strategy consulting foundation |
External Roles
No public company directorships or board committee roles were disclosed in Sionna’s appointment announcement for Ms. Stark Beer .
Fixed Compensation
| Component | FY2025 | Notes |
|---|---|---|
| Base Salary (USD) | Not disclosed | Ms. Stark Beer was appointed after the DEF 14A record date; the 2025 proxy reports NEOs only and does not disclose her compensation . |
| Target Bonus % | Not disclosed | Company uses annual bonus programs tied to corporate objectives; specific executive targets for Ms. Stark Beer were not disclosed . |
| Actual Bonus Paid | Not disclosed | Not disclosed in SEC filings or press releases for Ms. Stark Beer . |
Performance Compensation
Company annual bonus framework (2024 NEO program; indicative of approach, not individual):
| Metric | Weighting | Target/Design | Actual/Payout | Notes |
|---|---|---|---|---|
| Preclinical & clinical milestones | 5%–50% (aggregate weights sum to 100%) | Corporate objectives set prospectively | Corporate performance achieved at 110% of target | Applies to NEOs; used to inform payout under non-equity incentive plan . |
| Organizational capabilities | 5%–50% | Corporate objectives set prospectively | Included in 110% achievement | As above . |
| Strategic initiatives | 5%–50% | Corporate objectives set prospectively | Included in 110% achievement | As above . |
Equity award design (company programs; not individual grants for Ms. Stark Beer):
- Vesting mechanics: employee options granted under the 2025 Plan in connection with the IPO vest in 48 equal monthly installments; options have 10-year terms and exercise price set at fair market value on grant date .
- Equity grant timing: new hire/promotion grants are generally made monthly on the first day of the month; annual grants in Q1; special grants periodically .
Equity Ownership & Alignment
| Policy/Item | Status | Details |
|---|---|---|
| Beneficial ownership (Ms. Stark Beer) | Not disclosed | Not listed in the April 15, 2025 beneficial ownership table due to appointment after record date . |
| Hedging/derivatives | Prohibited | Insider trading policy expressly prohibits derivative transactions and purchases of derivative securities with economic equivalence to ownership . |
| Pledging/margin | Discouraged; risk flagged | Policy highlights risks of pledging/margin accounts that could force sales; prohibition language is focused on derivatives . |
| Clawback policy | Implemented | Required recovery of incentive-based compensation for current/former executive officers for 3 years preceding a restatement due to material noncompliance with financial reporting rules (subject to limited exceptions) . |
| Shares outstanding | 44,124,394 | As of April 15, 2025 record date . |
Employment Terms
Company-wide Severance & Change-in-Control plan (effective Feb 6, 2025); Executives include C-level roles:
| Scenario | Cash Severance | Bonus Treatment | Health Benefits | Equity Treatment |
|---|---|---|---|---|
| Termination outside CIC period (for Executives) | 9 months base salary | Prorated target bonus (higher of year-of-termination target or target pre-CIC) | Company contribution equivalent for up to 9 months (if COBRA elected) | No CIC acceleration; equity terms governed by applicable award agreements; pre-effective-date awards may have separate provisions under older agreements . |
| Termination during CIC period (double-trigger) | Lump sum 1x base + 1x target bonus (Executives) | Included in lump sum above | Company contribution equivalent for up to 12 months (if COBRA elected) | Full acceleration of time-based unvested equity awards; performance-based awards per agreements . |
| 280G treatment | Modified cutback | Payments reduced only if it increases net after-tax benefit; no tax gross-ups . |
Notes:
- Eligibility requires a signed participation agreement; “change in control period” runs for 12 months after a CIC .
- Ms. Stark Beer’s individual participation and grant mix have not been disclosed; analysis reflects plan terms applicable to Executives (C-level) .
Performance & Track Record
Company operating context during her tenure:
| Metric | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|
| Net Loss ($USD Millions) | $16.5 | $18.1 | $20.3 |
| Cash, Cash Equivalents & Marketable Securities ($USD Millions) | $354.7 | $337.3 | $325.0 |
| Cash runway guidance | — | — | Into 2028 |
Selected accomplishments and strategic signals:
- Appointment as CBO to strengthen corporate development and partnering capabilities at a pivotal clinical execution phase .
- Prior leadership of high-impact partnerships at Alnylam (including 5-year Regeneron collaboration) and transaction experience at Jnana culminating in a sale to Otsuka—background supportive of BD optionality for Sionna .
Compensation Committee Analysis
- Committee composition: Joanne Viney (Chair), Bruce Booth, Lucian Iancovici, Laurie Stelzer; all independent under Nasdaq rules .
- Consultant: Pearl Meyer engaged; advises on peer group selection, base salary/bonus/LTI design, and director compensation; independence assessed with no conflicts identified .
- Governance: Compensation committee charter, clawback administration, and equity plan oversight; committee met once in FY2024 as part of scaled EGC disclosure .
Say-on-Pay & Shareholder Feedback
- As an emerging growth company, Sionna is not required to conduct say‑on‑pay votes or provide pay-versus-performance disclosures; scaled smaller reporting company compensation disclosures apply .
Investment Implications
- Retention and alignment: If Ms. Stark Beer participates in the New Severance & CIC Plan, her equity would receive double‑trigger acceleration upon CIC termination, with cash severance of 1x base+target—supportive of alignment without excessive guarantees; no tax gross-ups due to 280G modified cutback .
- Insider selling pressure: No Form 5.02 or Form 4 details for Ms. Stark Beer were available in company filings; insider trading policy prohibits hedging/derivatives, and pledging risk is flagged—reducing near-term trading pressure risk from complex hedges .
- Execution signal: Her BD track record (Regeneron collaboration at Alnylam; Jnana sale to Otsuka) indicates capability to drive partnering and optionality around CF assets as Sionna advances Phase 2a and combination trials; cash runway into 2028 provides capital to negotiate from strength .
- Monitoring: Watch for future proxy/8‑K disclosures detailing her compensation package, equity grants, vesting schedules, and any insider transactions to refine pay‑for‑performance and selling pressure assessments .