Charlotte McKee
About Charlotte McKee
Charlotte McKee, M.D., is Chief Medical Officer of Sionna Therapeutics and has served in this role since June 2021; she was 60 years old as of April 15, 2025 and holds a B.A. from Harvard, an M.A. and M.D. from Columbia, with internal medicine and pulmonary/critical care training at Johns Hopkins . Prior to Sionna, she was Vice President, Cystic Fibrosis and Alpha-1 Antitrypsin Deficiency Clinical Development at Vertex Pharmaceuticals from June 2014 to March 2020 . Sionna’s annual incentive framework for 2024 tied executive bonuses to corporate objectives (preclinical/clinical milestones, organizational capabilities, strategic initiatives), and management assessed achievement at 110% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vertex Pharmaceuticals (NASDAQ: VRTX) | VP, CF and Alpha-1 Antitrypsin Deficiency Clinical Development | 2014–2020 | Led development programs in CF and A1AT clinical areas |
External Roles
- No external directorships or outside board roles for Dr. McKee were disclosed in the proxy’s executive officer bios .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $432,640 | $449,946 |
| Target Bonus (%) | — | 40% of base salary |
| Actual Bonus Paid ($) | $190,362 | $197,976 |
- Post-IPO update: Effective February 10, 2025, Dr. McKee’s annual base salary increased to $525,000 .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate performance objectives (preclinical/clinical milestones; organizational capabilities; strategic initiatives) | Individual metrics weighted 5%–50%; total 100% | 100% | 110% of target | $197,976 (CMO) | Cash bonus (no vesting) |
- Compensation oversight: The Compensation Committee (independent) uses Pearl Meyer as its compensation consultant; independence reviewed with no conflicts .
Equity Ownership & Alignment
| Ownership Snapshot (as of April 15, 2025) | Amount | Notes |
|---|---|---|
| Shares Beneficially Owned | 174,308; less than 1% of outstanding | Company had 44,124,394 shares outstanding at record date |
| Breakdown (within 60 days of April 15, 2025) | 28,415 restricted common shares; 145,893 options exercisable | Footnote (8) details composition |
| Hedging/Pledging Policy | Derivative and hedging transactions are prohibited by insider trading policy; policy highlights risks of margin/pledging | No specific pledging by Dr. McKee disclosed |
Outstanding Equity Awards and Vesting
| Grant Type | Grant Date | Vesting Start | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Terms |
|---|---|---|---|---|---|---|---|
| Stock Option (2022 grant) | 03/02/2022 | 02/02/2022 | 75,805 | 31,215 | 6.11 | 03/01/2032 | 48 equal monthly installments; fully vests on “sale event” under 2020 Plan |
| Stock Option (2024 grant) | 03/13/2024 | 03/04/2024 | 26,599 | 115,266 | 6.11 | 03/12/2034 | 48 equal monthly installments; fully vests on “sale event” under 2020 Plan |
| Employee IPO Option (2025 grant) | 02/06/2025 | 02/06/2025 | — | 148,536 | 18.00 | 02/05/2035 | 48 equal monthly installments from 02/06/2025 |
| Restricted Stock (initial grant) | 07/08/2021 | 06/01/2021 | — | 18,943 unvested at 12/31/2024 | — | — | 25% at first anniversary; remaining 75% in 36 monthly installments; “sale event” full acceleration; tag-along rights |
- Insider filings: On Feb 10, 2025, Dr. McKee filed a Form 4 reflecting the grant of 148,536 stock options at $18.00, vesting in 48 equal monthly installments from Feb 6, 2025; no sales were reported in that filing .
Employment Terms
| Provision | Key Terms |
|---|---|
| Offer Letter (May 2021) | Annual base and bonus opportunity (later increased); initial restricted stock grant 151,548 shares with 25% cliff then monthly vest; full acceleration on “sale event”; tag-along rights; eligibility for employee benefits |
| Non-Compete / Non-Solicit | Non-solicit of certain service providers/customers during employment and for one year post-termination; non-compete during employment and for one year post-termination |
| Severance (outside CIC period) | If terminated not for cause or resigns for good reason: 12 months base salary; prior-year earned bonus; prorated target bonus; employer contribution toward COBRA for up to 12 months; 12 months acceleration of time-based equity held prior to New Plan effective date and 12 months option exercise extension for such awards |
| Severance (within CIC period) | Lump sum of 100% base salary + 100% target bonus; COBRA employer contribution for up to 18 months; full acceleration of time-based equity held prior to New Plan effective date and 12 months option exercise extension for such awards |
| New Severance & CIC Plan (effective Feb 6, 2025) | Outside CIC: Executives receive 9 months base salary, prorated target bonus, and 9 months employer health contribution; Within CIC: 1x base + target bonus; 12 months employer contribution; full acceleration of time-based equity (performance awards per agreement) |
| Interplay of Plans | New Plan supersedes prior arrangements but preserves more favorable terms for pre–Feb 6, 2025 awards; avoids duplication; limits single-trigger/extended exercise on post–Feb 6, 2025 grants |
| Equity Acceleration (award terms) | 2020 Plan options/RS for NEOs include single-trigger full vesting upon “sale event” per award agreements |
| Clawback | Company maintains compensation recovery policy meeting SEC/Nasdaq rules; recovers incentive-based pay tied to financial reporting measures for 3 years preceding any restatement |
| Trading Policy | Hedging/derivative transactions prohibited; policy highlights margin/pledging risks; insider trading policy filed as exhibit to 2024 Annual Report |
| Tax Gross-Ups | 280G modified cutback applies (reduce payments to avoid excise tax if beneficial); no gross-up provision disclosed |
Investment Implications
- Pay mix and incentives: 2024 compensation balanced across cash salary ($449,946), performance bonus ($197,976 at 110% of target), and meaningful option grants (fair value $635,318) that vest monthly, aligning pay with execution milestones and long-term equity value .
- Retention and deal incentives: Pre-2025 awards include single-trigger vesting on “sale event,” which can reduce retention post-transaction; however, the New Severance & CIC Plan moves to double-trigger equity acceleration for post–Feb 6, 2025 grants, improving post-deal retention alignment .
- Selling pressure: Dr. McKee’s initial Form 4 shows only the 148,536 option grant (no sales) with 48-month monthly vesting, suggesting predictable vest timing but limited near-term selling pressure absent exercises; periodic vesting of legacy restricted stock continues per schedule .
- Governance signals: Use of independent consultant (Pearl Meyer), a formal clawback policy, and prohibition of hedging/derivatives are positive governance markers; no tax gross-ups and presence of 280G cutback are shareholder-friendly .