Joshua Resnick

About Joshua Resnick

Joshua Resnick, M.D., M.B.A., age 50, has served as an independent Class I director of Sionna Therapeutics since December 2019 and was re‑elected at the June 12, 2025 annual meeting for a term through 2028 . He is Senior Managing Director at RA Capital Management, a faculty member at Harvard Medical School, and an attending physician in Emergency Medicine at Massachusetts General Hospital; he holds a B.A. (Williams), M.D. (UPenn Perelman), and M.B.A. (Wharton) . The board determined all directors other than the CEO are independent under Nasdaq and SEC rules, which includes Dr. Resnick .

Past Roles

External Roles

Board Governance

• Board class/tenure: Class I director; board is staggered into Classes I–III; Class I (including Resnick) up in 2025 and re‑elected to 2028 .
• Independence: Board determined all non‑employee directors are independent; CEO is not independent .
• Committees: Current committee rosters do not include Dr. Resnick—Audit (Stelzer, Clancy, Fleming; Stelzer chair), Compensation (Viney chair; Booth, Iancovici, Stelzer), Nominating & Governance (Clancy chair; Ruddy, Thompson) .
• Attendance: Each director attended at least 75% of board and applicable committee meetings during 2024 .
• Leadership structure: Independent chair (Paul Clancy); CEO role separated from chair .
• Shareholder support: 2025 election results—Resnick 42,090,273 For / 602,898 Withheld / 496,255 Broker non‑votes .

Fixed Compensation

• 2024 director pay: Resnick received no cash or equity compensation due to affiliation with RA Capital; similarly Booth (Atlas), Iancovici (TPG), Fleming (Enavate), Thompson (OrbiMed) received none .
• 2024 values (from Director Compensation Table): Resnick: Cash $0; Options $0; Total $0 .

Non‑Employee Director Compensation Policy (effective Feb 6, 2025):

• Cash retainers (annual): Board member $40,000; Non‑executive chair +$30,000; Committee retainers—Audit: member $8,000 / chair $16,000; Compensation: member $6,000 / chair $12,000; Nominating & Governance: member $4,500 / chair $9,000 .
• Equity: Initial option grant to purchase 39,919 shares (3‑yr annual vesting); Annual option grant to purchase 19,959 shares (vests by next annual meeting or 1‑year) .
• Policy terms include 10‑year option life, FMV strike, full acceleration on “sale event,” and annual compensation caps [$1,000,000 first year/$750,000 thereafter] .

Performance Compensation

• Director equity awards are time‑based (options) under the 2025 policy; no performance metrics apply to director compensation (metrics not disclosed/used for directors) .

Other Directorships & Interlocks

Compensation Committee interlocks: None—no SION officer served on another company’s comp committee, and comp committee members were not SION officers .

Equity Ownership

• Pledging/hedging: Company insider trading policy expressly prohibits hedging and pledging by directors and officers .
• Ownership guidelines: Not disclosed in proxy .

Related-Party and Financing Exposure

• Series C financing (Mar 4, 2024): RA Capital affiliates purchased 5,456,093 shares ($53,262,380); multiple 5%+ holders affiliated with SION directors also participated (Atlas $11,265,026; OrbiMed $19,999,995; TPG Growth $17,235,211; Sionna Aggregator/Enavate $27,499,993; Viking $24,999,994) .
• IPO participation (Feb 2025): RA Capital affiliates purchased 1,125,000 shares ($20,250,000); TPG affiliates 1,125,000 ($20,250,000); Atlas 60,000 ($1,080,000); OrbiMed 550,000 ($9,900,000); Sionna Aggregator 550,000 ($9,900,000) .
• Related‑party policy: All related‑person transactions require board/audit committee approval and must be on no‑less‑favorable terms than third‑party deals .

Director Election Results (2025)

Expertise & Qualifications

• Biopharma investor/operator and physician: RA Capital leadership, clinical practice at MGH; faculty at Harvard Medical School .
• Education: B.A. (Williams—Chemistry), M.D. (UPenn Perelman), M.B.A. (Wharton) .
• Board‑stated rationale: Investor experience and medical background as relevant skills for Sionna’s strategy .

Fixed Compensation (Detail)

2025 Policy Reference (applies to non‑employee directors generally):

• Board member annual cash retainer $40,000; committee retainer schedule and chair premiums as above; initial option 39,919 shares; annual option 19,959 shares; time‑based vesting .

Performance Compensation (Director)

Governance Assessment

• Strengths

  • Independence affirmed; not on management; board majority independent with independent chair; strong shareholder support in 2025 election .
  • Prohibitions on hedging/pledging reduce misalignment risk; formal related‑party transaction policy; independent audit and comp committees in place .
  • 2024: declined cash/equity fees due to RA Capital affiliation, reducing direct cash conflicts; clear disclosure of investor participation in financings .

• Risks/Red Flags to Monitor

  • Significant investor affiliation: RA Capital is a 23.7% holder; Resnick is a Senior Managing Director—potential for perceived conflicts in financing, strategic transactions, or capital allocation; ensure continued recusal/committee oversight where appropriate .
  • Personal ownership alignment: No reported personal beneficial ownership in SION as of the record date; while fund ownership aligns investor interests, lack of individual holdings may limit personal “skin in the game” .
  • Concentrated investor board representation (Atlas/OrbiMed/TPG/Enavate) necessitates vigilant related‑party governance and independent committee functioning .

• Overall View

  • Governance quality appears adequate with independent chair, established committees, and policies; however, investor‑affiliated representation (including Resnick) and substantial related‑party financings require ongoing transparency, recusals, and rigorous audit/compensation committee oversight to maintain investor confidence .