Elena Ridloff
About Elena Ridloff
Elena Ridloff, C.F.A., is Chief Financial Officer and Head of Corporate Development at Sionna Therapeutics, serving since September 2021; she is 45 years old, holds a B.A. from the University of Pennsylvania, and is a Chartered Financial Analyst . She previously served as CFO at Acadia Pharmaceuticals (2018–2021) and sits on the boards of Kymera Therapeutics and Kronos Bio, bringing public-company finance and biotech capital markets expertise to Sionna; she is Sionna’s principal financial and principal accounting officer per recent Sarbanes‑Oxley certifications . Sionna is pre‑revenue and focused on clinical development; EBITDA loss widened year over year, a typical profile for clinical-stage biotechs scaling R&D and public-company infrastructure.
Company performance (context for pay-for-performance)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| EBITDA ($USD) | -$49.8M* | -$69.9M* |
Values retrieved from S&P Global.
Note: Sionna disclosed no product revenue and significant operating losses as it advances clinical programs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Acadia Pharmaceuticals | Chief Financial Officer | 2018–2021 | Led a commercial-stage biotech finance function; prepared and executed capital markets activities . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kymera Therapeutics (NASDAQ: KYMR) | Director | Since Mar 2021 | Governance, capital markets oversight at a clinical-stage biotech . |
| Kronos Bio (NASDAQ: KRON) | Director | Since Sep 2020 | Governance and strategy at oncology-focused biotech . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Actual Bonus Paid ($) |
|---|---|---|---|
| 2023 | 432,640 | Not disclosed | 190,362 |
| 2024 | 449,946 | 40% | 197,976 (110% corporate achievement) |
| 2025 | 515,000 (post-IPO) | Not disclosed | Not disclosed |
Performance Compensation
| Metric Category | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Preclinical/clinical milestones | Not disclosed | CFO target bonus set at 40% of base salary | Corporate objectives achieved at 110% of target | $197,976 cash bonus for 2024 | Cash bonus paid annually |
| Organizational capability build | Not disclosed | See above | See above | See above | See above |
| Strategic initiatives progression | Not disclosed | See above | See above | See above | See above |
Notes:
- As an emerging growth company, Sionna follows scaled disclosures and is not required to provide pay‑versus‑performance detail or advisory say‑on‑pay votes .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 296,324 shares; less than 1% of outstanding . |
| Breakdown | 123,532 restricted common shares and 172,792 options exercisable within 60 days of April 15, 2025 . |
| Pledging/hedging | Insider trading policy prohibits derivative/hedging transactions; policy discusses risks of margin accounts and pledging; no pledging by Ridloff disclosed . |
| Ownership guidelines | Not disclosed for executives in the proxy . |
| Clawback | Compensation recovery policy compliant with SEC/Nasdaq; recovery of incentive comp based on restated financials within 3 years . |
Outstanding and Recent Equity Awards (vesting and terms)
| Grant Date | Type | Shares (Exercisable/Unexercisable) | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| 09/17/2021 | Stock Option | 3,251 / 29,258 | 0.78 | 09/16/2031 | 25% at 1-year anniversary (9/14/2022), then 36 equal monthly installments; subject to single-trigger vesting on sale event under 2020 Plan . |
| 03/02/2022 | Stock Option | 77,636 / 31,969 | 6.11 | 03/01/2032 | 48 equal monthly installments; subject to single-trigger vesting on sale event under 2020 Plan . |
| 03/13/2024 (VCD: 03/04/2024) | Stock Option | 27,328 / 118,423 | 6.11 | 03/12/2034 | 48 equal monthly installments; subject to single-trigger vesting on sale event under 2020 Plan . |
| 02/06/2025 | Employee IPO Option (2025 Plan) | 157,820 (time-based) | 18.00 | 10 years | 48 equal monthly installments post vesting start; 2025 Plan governs (no single-trigger under new plan) . |
Employment Terms
| Term | Key Provisions |
|---|---|
| Offer letter | August 2021; included signing bonus and initial option grant of 156,046 shares with 25%/36‑month vesting; eligible for annual bonus; benefits per plans . |
| Role start | CFO and Head of Corporate Development since September 2021 . |
| Covenants | Confidentiality, assignment of inventions, and non‑solicitation; no executive non‑compete disclosed for Ridloff (non‑compete noted for McKee) . |
| Death/disability | Earned but unpaid prior-year bonus plus prorated current-year target bonus . |
| Severance (Ridloff’s Severance & CIC Agreement) | Outside CIC: 12 months base salary; earned but unpaid bonus; prorated target bonus; company share of health premiums up to 12 months; 12 months’ vesting acceleration for time-based awards granted before 2/6/2025; 12 months post‑termination option exercise extension on pre‑2/6/2025 awards . Within CIC (double-trigger): 1x base salary; 1x target bonus; company-paid health premiums up to 18 months; full vesting acceleration for time‑based awards granted before 2/6/2025; 12 months post‑termination option exercise extension on pre‑2/6/2025 awards . 280G modified cutback applies (no tax gross‑ups) . |
| New Severance & CIC Plan (effective 2/6/2025) | Outside CIC: 9 months base for Executives; prorated target bonus; employer share of health premiums up to 9 months . Within CIC: lump sum 1x base + 1x target for Executives; employer health premium contribution up to 12 months; full acceleration for time-based awards (performance awards per agreements) . More favorable terms under prior agreements apply for pre‑2/6/2025 equity (e.g., single‑trigger and exercise‑window extensions) without duplicative benefits . |
Compensation Structure Analysis
- Cash vs equity mix increased materially in 2024 via large option grants (grant-date fair value $652,725) alongside cash bonuses, aligning with long-term value creation and typical pre‑revenue biotech retention needs .
- Annual bonus tied to operational milestones (clinical/preclinical, organizational capability, strategic initiatives) paid at 110% of target for 2024, signaling above-target execution against plan .
- Equity award design shows legacy single‑trigger acceleration on 2020 Plan grants upon sale event, while 2025 Plan awards fall under the new plan framework that removes single‑trigger—reducing change‑of‑control windfalls and improving alignment going forward .
- No tax gross‑ups; clawback policy compliant with SEC/Nasdaq; insider trading policy prohibits hedging/derivatives—favorable governance signals for investor alignment .
Risk Indicators & Red Flags
- Legacy single‑trigger acceleration on pre‑IPO 2020 Plan awards can create perceived “deal premium capture” irrespective of post‑deal service; mitigated by double‑trigger structure for severance and by 2025 Plan governance .
- Sionna is pre‑revenue with increasing operating losses; EBITDA more negative year over year as programs advance, heightening dilution/capital needs risk typical of clinical-stage biotechs .
- No executive stock ownership guidelines disclosed; absence may reduce formalized alignment expectations, though beneficial ownership and anti‑hedging policy partially offset .
Investment Implications
- Alignment: Ridloff’s sizable multi‑year, time‑based options and the prohibition on hedging support long‑term alignment; clawback provides additional discipline .
- Retention: Double‑trigger severance and robust equity cadence (monthly vesting) reduce voluntary turnover risk, but legacy single‑trigger vesting on pre‑IPO grants could influence decision‑making around a sale event .
- Trading signals: Regular monthly vesting and pre‑IPO option tranches create ongoing potential supply; absent Form 4 data in the proxy, no insider selling pressure is disclosed—monitor post‑IPO filings for transactions .
- Pay-for-performance: Bonuses linked to operational milestones paid above target (110%) suggest execution momentum; however, with no revenues and deeper EBITDA losses, valuation hinges on clinical progress rather than near-term financial metrics .
* EBITDA values retrieved from S&P Global.