Jennifer Fitzpatrick
About Jennifer Fitzpatrick
Jennifer Fitzpatrick, J.D., is Chief Legal Officer at Sionna Therapeutics, appointed in April 2025 after serving as Senior Vice President and General Counsel from June 2024 to March 2025; she is 48 years old as of April 15, 2025 and holds a J.D. from the University of Virginia School of Law and a B.A. from Middlebury College . As an emerging growth company, Sionna is not required to provide pay-versus-performance disclosures and does not conduct say‑on‑pay votes at this stage, limiting available performance linkage metrics in the proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sionna Therapeutics | Chief Legal Officer | Apr 2025–present | — |
| Sionna Therapeutics | SVP & General Counsel | Jun 2024–Mar 2025 | — |
| Sage Therapeutics | Vice President, Corporate Counsel | Jul 2018–Jun 2024 | — |
| Aegerion Pharmaceuticals | Corporate Counsel roles; Vice President, Corporate Counsel | Jan 2014–Jul 2018 | — |
External Roles
- The proxy lists no external public company directorships or committee roles for Ms. Fitzpatrick; biography focuses on internal legal leadership roles at Sionna and prior in-house counsel positions .
Fixed Compensation
- Not disclosed for Ms. Fitzpatrick in the 2025 proxy. Sionna, as an emerging growth company with scaled disclosures, provided 2024 compensation only for the named executive officers (CEO, CFO, CMO), not the CLO .
Performance Compensation
- Not disclosed for Ms. Fitzpatrick in the 2025 proxy. Incentive plan descriptions and payouts are provided for the 2024 named executive officers, not for the CLO .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Options exercisable within 60 days (as of April 15, 2025) | 46,844 shares subject to options held by Jennifer Fitzpatrick |
| Hedging/derivatives policy | Company insider trading policy expressly prohibits derivative transactions (e.g., puts/calls, short sales) by executive officers, directors, and employees |
| Pledging policy | Company insider trading policy prohibits pledging or margin arrangements that could force sales; such transactions are expressly prohibited |
| Clawback policy | Incentive-based compensation must be recovered for current/former executive officers if a restatement is required; three-year lookback per SEC/Nasdaq rules |
Employment Terms
| Term | Detail |
|---|---|
| Current role | Chief Legal Officer (officer since 2025) |
| Start date | Appointed CLO in April 2025 |
| Change-in-Control Plan eligibility framework | Sionna’s New Severance and Change-in-Control Plan covers vice presidents and above who execute participation agreements (“Eligible Employees”); Executives are defined as C-level roles reporting to the CEO |
| Severance (outside CIC period) | For Executives: 9 months base salary continuation, prorated target bonus, and up to 9 months employer contribution to COBRA premiums; payments in installments, subject to release and covenants |
| Severance (within CIC period) | For Executives: lump sum 1x base salary + 1x target bonus; 12 months employer contribution to COBRA; full acceleration of outstanding unvested time‑based equity awards; performance awards per agreement; 280G cutback applies if beneficial |
| Insider trading compliance | Insider trading policy governs transactions and enforces blackout/controls; policy filed with Annual Report |
| Clawback enforcement | Compensation recovery policy filed with Annual Report; applies to incentive awards tied to financial reporting measures |
Note: The plan terms above describe company-wide frameworks for Executives and vice presidents; the proxy does not specifically state Ms. Fitzpatrick’s participation agreement status .
Performance & Track Record
- Governance and disclosure: Ms. Fitzpatrick signed Sionna’s November 5, 2025 Form 8‑K reporting Q3 2025 results in her capacity as Chief Legal Officer, indicating responsibility for SEC disclosure controls and filings .
- Legal proceedings: The proxy states there are no material legal proceedings in which any directors or executive officers, including Ms. Fitzpatrick, have a material interest adverse to Sionna .
- Proxy authority: Ms. Fitzpatrick is named as a proxy on the 2025 annual meeting proxy card alongside the CEO and CFO, reinforcing a central governance role .
- Company operating context: Q3 2025 press release highlights strong execution across CFTR pipeline programs and cash/marketable securities of ~$325.0 million with runway into 2028; this frames the operating environment in which the CLO oversees legal, compliance, and transactional support .
Investment Implications
- Disclosure gap to monitor: Specific base salary, bonus targets/payouts, and award-level granularity for Ms. Fitzpatrick are not disclosed in the 2025 proxy; investors should look to the 2026 proxy and any Form 8‑K compensation updates for pay design, metrics, and equity grant details .
- Alignment and selling pressure: Option holdings (46,844 options exercisable within 60 days as of April 15, 2025) create equity-linked incentives; company prohibitions on hedging and pledging reduce misalignment and margin-call forced selling risks that can pressure shares around windows and volatility .
- Retention and CIC economics: For Executives under the New Severance and CIC Plan, 1x base+target bonus in CIC with full acceleration of time-based awards is competitive but not excessive; this supports retention while avoiding over‑rich parachutes, and implies potential incremental supply from accelerated vesting in deal scenarios .
- Governance and controls: CLO signature on SEC filings, adoption of clawback policy, and strict insider trading/derivatives prohibitions indicate robust governance—reducing enforcement and reputational risk around disclosure or trading practices .