Joanne Viney
About Joanne Viney
Joanne Louise Viney, Ph.D., is an independent Class II director at Sionna Therapeutics, appointed January 6, 2025; she is Chair of the Compensation Committee. She is 59 years old, holds a B.Sc. (Hons) in biophysical science from the University of East London and a Ph.D. from the University of London (St. Bartholomew’s Hospital Medical School), and is co‑founder and Chief Executive Officer of Seismic Therapeutic, Inc. since October 2021 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pandion Therapeutics, Inc. (acquired by Merck) | Co‑founder; Chief Scientific Officer | Mar 2017 – Oct 2021 | Co‑founded company; subsequently acquired by Merck & Co., Inc. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Seismic Therapeutic, Inc. | Co‑founder; Chief Executive Officer; Director | Oct 2021 – Present | Current CEO; also serves on board |
| Lab Central, Inc. | Director | Not disclosed | Current private company directorship |
| Graphite Bio, Inc. (now Lenz Therapeutics, Inc.) | Director | Mar 2021 – Mar 2024 | Former public company board |
| Harpoon Therapeutics, Inc. | Director | Jul 2020 – Jun 2023 | Former public company board |
| Finch Therapeutics Group, Inc. | Director | Aug 2019 – Mar 2023 | Former public company board |
Board Governance
- Independence and board structure: The board has determined all directors other than the CEO are independent; this includes Dr. Viney. Sionna separates the Chair (Paul Clancy) and CEO roles to strengthen oversight .
- Committee assignments: Compensation Committee member and Chair; other members are Bruce Booth, Lucian Iancovici, and Laurie Stelzer. Pearl Meyer is the independent compensation consultant; the committee met once in 2024 (pre‑appointment; committee established June 2024) .
- Audit and Nominating committees: Dr. Viney is not listed as a member. Audit members: Laurie Stelzer (Chair), Paul Clancy, H. Edward Fleming Jr.; Nominating & Corporate Governance members: Paul Clancy (Chair), Marcella Ruddy, Peter Thompson .
- Attendance: In 2024, each director then-serving attended ≥75% of board/committee meetings; Dr. Viney joined in 2025, so 2024 attendance is not applicable .
- Tenure/class: Class II director; term expires at the 2026 annual meeting .
Fixed Compensation
| Component | Amount | Timing/Terms | Source |
|---|---|---|---|
| Annual Board Retainer (Non‑employee Director) | $40,000 | Payable quarterly in arrears; effective Feb 6, 2025 | |
| Compensation Committee Chair Retainer | $12,000 | Payable quarterly in arrears; effective Feb 6, 2025 | |
| Meeting Fees | Not disclosed | Not specified in policy |
Director engagement letter (Dec 18, 2024) terminated upon IPO; thereafter compensation governed by the non‑employee director compensation policy .
Performance Compensation
| Equity Award | Shares/Type | Grant/Eligibility | Vesting | Exercise Price/Term | Acceleration |
|---|---|---|---|---|---|
| Initial Grant | 39,919 stock options | Granted Feb 6, 2025 under policy | Equal annual installments over 3 years, subject to service | Exercise price = FMV at grant; 10‑year term | Full acceleration upon a “sale event” (as defined in the 2025 Plan) |
| Annual Grant (policy) | 19,959 stock options | On each annual meeting date for continuing directors (excludes those receiving Initial Grant on that same date) | Vests in full by next annual meeting or first anniversary, subject to service | Exercise price = FMV at grant; 10‑year term | Full acceleration upon a “sale event” |
Other Directorships & Interlocks
- Compensation committee interlocks/insider participation: None—no committee member is or has been an officer or employee; no cross‑board compensation committee interlocks disclosed .
- Related‑party transactions/interlocks: No related‑party transactions involving Dr. Viney were disclosed. Related financings cited involve entities affiliated with other directors/5% holders; none identify Dr. Viney .
Expertise & Qualifications
- Scientific and company‑building expertise as co‑founder and CSO of Pandion (acquired by Merck) and co‑founder/CEO of Seismic Therapeutic .
- Academic credentials: B.Sc. (Hons.) in biophysical science; Ph.D. from University of London (St. Bartholomew’s Hospital Medical School) .
- Governance experience across multiple public biotech boards (Graphite Bio/Lenz, Harpoon, Finch) .
Equity Ownership
| Item | As of/Details | Value |
|---|---|---|
| Beneficial ownership (common shares) | April 15, 2025 | “—” (less than 1% of shares outstanding) |
| Options/RSUs included in beneficial ownership | Not reported for Dr. Viney within 60 days of April 15, 2025 | Initial option grant disclosed by policy (not counted if outside 60 days) |
| Shares pledged as collateral | None disclosed | |
| Hedging/derivatives policy | Hedging/derivative transactions expressly prohibited; pledging risk noted (no explicit pledge ban stated) |
Governance Assessment
- Positive signals: Independent director; serves as Compensation Committee Chair with an independent consultant (Pearl Meyer) and no committee interlocks, supporting compensation oversight quality . Standardized post‑IPO director pay policy with capped director compensation ($1,000,000 in first calendar year; $750,000 thereafter) and clear equity vesting/acceleration terms is shareholder‑friendly for transparency and alignment .
- Alignment: Initial and annual option grants tie value to long‑term performance; beneficial ownership currently reported as less than 1%, typical for a newly appointed director pre‑vesting .
- Conflicts/related‑party exposure: None disclosed for Dr. Viney; Item 404‑type related party transactions pertain to other investors/affiliates, not to Dr. Viney .
- Attendance/engagement: 2024 attendance benchmark indicates board discipline; Dr. Viney’s tenure began in 2025, so 2024 data not applicable .
- Say‑on‑pay context: As an emerging growth company, Sionna is not yet required to hold say‑on‑pay votes or provide pay‑versus‑performance disclosures, so no shareholder vote feedback is available at this stage .
RED FLAGS: None identified specific to Dr. Viney in the proxy—no related‑party transactions, no hedging/derivatives permitted under policy, no compensation committee interlocks reported .