H. Edward Fleming, Jr.
About H. Edward Fleming, Jr.
Independent Class II director at Sionna since March 2024; age 61. Fleming is Executive Vice President of Commercialization at Enavate Sciences GP, LLC (since Nov 2022) and previously a Senior Partner and global leader of R&D at McKinsey & Company (26 years; retired in 2022). He holds a B.A. in chemistry (Harvard) and an M.D. (Vanderbilt); internal medicine training at Johns Hopkins and pulmonary/critical care subspecialty at UCSF . The board has determined he is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Enavate Sciences GP, LLC | EVP, Commercialization | Nov 2022–present | Builds therapeutic companies; affiliated with Sionna Aggregator LP, a >5% SION holder . |
| McKinsey & Company | Senior Partner; Global Leader of R&D; Senior Advisor | ~1996–2022 | Led global pharma R&D practice; retired 2022 . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CRISPR Therapeutics AG (NASDAQ: CRSP) | Director | Since Jun 2021 | Public company board; biotech governance experience . |
| Upstream Bio, Inc. (NASDAQ: UPB) | Director | Since Jun 2023 | Public company board; respiratory focus aligned with clinical background . |
| Komodo Health, Orso Bio, Sudo Biosciences, Egnite | Director (private companies) | Dates not specified | Private boards; industry network . |
| Vanderbilt School of Basic Sciences | Board of Visitors | Not specified | Academic engagement . |
Board Governance
- Committee assignments: Audit Committee member; Audit chaired by Laurie Stelzer; Paul Clancy and Fleming serve alongside. Stelzer and Clancy are designated audit committee financial experts; Fleming is independent but not designated as financial expert .
- Independence: Board determined all directors except CEO are independent; Fleming is independent under Nasdaq and SEC rules .
- Attendance: Board met seven times in 2024; each director attended ≥75% of applicable board/committee meetings (Fleming joined March 2024) .
- Audit Committee report: Fleming is a signatory to the 2024 audit committee report to the board, evidencing engagement in financial oversight .
- Board leadership: Paul Clancy is non-executive Chair; CEO is Michael Cloonan; roles are separated .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $40,000 | Effective Feb 6, 2025 under non-employee director compensation policy . |
| Audit Committee member fee | $8,000 | Member (non-chair) annual retainer . |
| Meeting fees | Not disclosed | No per-meeting fees disclosed . |
| 2024 director pay | $0 | No cash or equity paid in 2024 due to affiliation with Enavate Sciences . |
Performance Compensation
| Equity Award | Grant Date | Shares/Options | Exercise Price | Vesting | Source |
|---|---|---|---|---|---|
| Annual Grant (Non-Qualified Stock Option) | Jun 12, 2025 | 19,959 | $16.99 | Vests in full at earlier of next annual meeting or first anniversary (per policy); 10-year term (vesting terms), (grant date via annual meeting), https://www.sec.gov/Archives/edgar/data/2036042/000203604225000029/0002036042-25-000029-index.htm | |
| Initial Grant (policy) | n/a | 39,919 | FMV | Would vest over 3 years; given on initial appointment; not disclosed as received by Fleming; policy examples show Ruddy/Viney grants only . |
Notes:
- Annual Grants are 19,959 options each annual meeting; vesting accelerates upon a “sale event” per 2025 Plan .
- Fleming’s Form 4 shows a 19,959 option grant on Jun 12, 2025 at $16.99; post-transaction direct ownership of 19,959 options (director) [Form 4 URL above], .
Other Directorships & Interlocks
| Counterparty | Nature | Details | Potential Conflict Consideration |
|---|---|---|---|
| Sionna Aggregator, LP (affiliate of Enavate Sciences) | 5%+ SION holder | Beneficial owner of 2,478,030 shares as of Apr 15, 2025 ; participated in Series C and purchased 550,000 shares in Feb 2025 IPO . | Fleming is EVP at Enavate GP; affiliation presents potential related-party/interlock risk; Company’s related person policy requires board/audit approval for transactions >$120k . |
| RA Capital, TPG Growth, Atlas, OrbiMed, Viking | 5%+ holders | Participated in Series C and IPO; directors affiliated (Resnick-RA, Iancovici-TPG, Booth-Atlas, Thompson-OrbiMed) . | Board independence assessed; audit committee reviews related-person transactions . |
Expertise & Qualifications
- Deep healthcare commercialization and strategy background; 26 years at McKinsey leading R&D; clinical training in pulmonary/critical care; MD and chemistry degrees .
- Public company governance experience at CRSP and UPB; strengthens biotech oversight and industry networks .
- Audit committee participation indicates engagement in financial risk oversight, though he is not designated an audit committee financial expert .
Equity Ownership
| Holder | Shares Beneficially Owned (as of Apr 15, 2025) | % Outstanding | Notes |
|---|---|---|---|
| H. Edward Fleming, Jr., M.D. | — | <1% | No reportable beneficial ownership or 60-day exercisable options as of record date . |
| Post-Annual Grant (options) | 19,959 options | n/a | Options granted Jun 12, 2025; options are not counted in Apr 15, 2025 beneficial ownership; see Form 4 citation and 8-K annual meeting date , https://www.sec.gov/Archives/edgar/data/2036042/000203604225000029/0002036042-25-000029-index.htm |
Policy considerations:
- Insider trading policy expressly prohibits derivative transactions and purchases of derivative securities; pledging creates risk; clawback policy in place per SEC/Nasdaq rules .
Governance Assessment
- Board effectiveness: Fleming adds domain expertise (commercialization + clinical) and serves on the audit committee; independence affirmed; attendance thresholds met in 2024 .
- Compensation & alignment: 2024 director pay was $0 due to affiliation; post-IPO compensation aligns with peers via modest cash retainers and time-based options (not performance-linked). Annual option grant received in June 2025 supports some alignment but lacks performance conditions (no PSUs/TSR metrics) , https://www.sec.gov/Archives/edgar/data/2036042/000203604225000029/0002036042-25-000029-index.htm.
- Conflicts and related-party exposure: RED FLAG potential—Enavate/Sionna Aggregator is a >5% shareholder, and Fleming is an executive at Enavate. While disclosed and subject to related-person transaction oversight by the audit committee, investors should monitor votes and approvals on any transactions involving Enavate-affiliated entities .
- Say-on-pay/shareholder feedback: As an EGC, Sionna is not required to conduct say-on-pay votes or provide pay-versus-performance disclosures at this time .
- Engagement signals: Co-signing the audit committee report and committee participation indicate active oversight; independence and separation of chair/CEO roles support governance quality .
Director Compensation Detail Tables
2025 Cash Retainers (Policy Effective Feb 6, 2025)
| Item | Amount | Citation |
|---|---|---|
| Board Member Annual Retainer | $40,000 | |
| Audit Committee Member (non-chair) | $8,000 |
2025 Equity Awards (Policy + Filing Evidence)
| Award Type | Shares | Vesting | Exercise Price | Grant Date | Citation |
|---|---|---|---|---|---|
| Annual Option Grant | 19,959 | Full vest by next annual meeting or 1-year anniversary; accelerates on sale event | $16.99 | Jun 12, 2025 | (terms), (meeting date), https://www.sec.gov/Archives/edgar/data/2036042/000203604225000029/0002036042-25-000029-index.htm |
2024 Director Compensation (Pre-IPO)
| Component | Fleming 2024 Amount | Citation |
|---|---|---|
| Cash Fees | $0 | |
| Equity Awards | $0 |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Qty | Price | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|---|---|
| 2025-06-16 | 2025-06-12 | A (Award) | Non-Qualified Stock Option | 19,959 | $16.99 | 19,959 options (Direct) | https://www.sec.gov/Archives/edgar/data/2036042/000203604225000029/0002036042-25-000029-index.htm |
Related Party & Risk Indicators
- Related party equity financings and IPO participation by Enavate/Sionna Aggregator (affiliate of Fleming’s employer) are disclosed; oversight via audit committee required for transactions exceeding $120,000 (or 1% of average total assets) .
- Insider trading policy prohibits derivative transactions; pledging/hedging risks acknowledged; clawback policy maintained, providing recourse upon restatement .
- No loans, tax gross-ups, or option repricings disclosed; no personal perquisites for directors disclosed; no committee interlocks involving Fleming on compensation committee (he is not a member) .
Compensation Committee Analysis (Context)
- Compensation committee chaired by Joanne Viney; members include Booth, Iancovici, Stelzer; Pearl Meyer serves as independent consultant on compensation and peer benchmarking; no conflicts reported with consultant .
- Director compensation policy caps total annual compensation ($1,000,000 first year; $750,000 thereafter) .
Summary Implications for Investors
- Governance quality: Independent status, active audit committee role, and board structure (separate chair/CEO) are positives .
- Alignment: Equity via options supports alignment but lacks performance-based structures; as of the record date, Fleming had minimal ownership; monitoring future ownership accumulation is warranted , https://www.sec.gov/Archives/edgar/data/2036042/000203604225000029/0002036042-25-000029-index.htm.
- Conflicts: The Enavate/Sionna Aggregator affiliation is a material interlock; investors should monitor related-party transaction approvals and voting independence on matters involving Enavate-affiliated entities. The company’s related person transaction policy and audit committee oversight mitigate but do not eliminate risk .