Laurie Stelzer
About Laurie Stelzer
Laurie Stelzer (age 57) is a Class III independent director at Sionna Therapeutics, serving since November 2024; she chairs the Audit Committee and is designated an audit committee financial expert. She is currently CFO of Kailera Therapeutics (since January 2025), and previously held CFO roles at Orna Therapeutics, ReNAgade Therapeutics, Mirati Therapeutics, and Arena Pharmaceuticals, with prior senior roles at Halozyme, Shire, and Amgen; she holds a B.S. in Accounting from Arizona State University and an MBA from UCLA Anderson. Her Class III term runs to the 2027 annual meeting, and the board has determined she is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kailera Therapeutics, Inc. | Chief Financial Officer | Jan 2025 – Present | Current role |
| Orna Therapeutics | Chief Financial Officer | May 2024 – Jan 2025 | Transitioned post Orna acquisition of ReNAgade |
| ReNAgade Therapeutics, Inc. | Chief Financial Officer | Sep 2023 – May 2024 | Acquired by Orna May 2024 |
| Mirati Therapeutics, Inc. (Nasdaq: MRTX) | Chief Financial Officer | May 2022 – Sep 2023 | |
| Arena Pharmaceuticals, Inc. (acquired by Pfizer) | EVP & Chief Financial Officer | Mar 2020 – Mar 2022 | Company acquired by Pfizer Mar 2022 |
| Halozyme Therapeutics, Inc. (Nasdaq: HALO) | Chief Financial Officer | Jun 2015 – Mar 2020 | |
| Shire Plc (acquired by Takeda) | Senior management roles | Prior to 2015 | |
| Amgen, Inc. | Senior management roles | Prior to 2015 |
External Roles
| Company | Ticker | Role | Tenure | Notes |
|---|---|---|---|---|
| PMV Pharmaceuticals, Inc. | PMVP | Director | Since 2020 | Public company |
| Spyre Therapeutics, Inc. | SYRE | Director | Since 2023 | Public company |
| Surface Oncology, Inc. | SURF | Director | 2018 – Sep 2023 | Acquired by Coherus Sep 2023 |
| Longboard Pharmaceuticals | — | Director | 2020 – 2021 |
Board Governance
- Class III director; term expires at the 2027 annual meeting .
- Independence: the board determined all directors except the CEO are independent under Nasdaq and SEC rules (includes Stelzer) .
- Audit Committee: members Laurie Stelzer (Chair), Paul Clancy, H. Edward Fleming; Stelzer and Clancy designated “audit committee financial experts”; committee met twice in FY2024; scope includes financial reporting oversight, auditor selection, risk and cybersecurity oversight, related-party review, and pre-approval of audit/non-audit services .
- Compensation Committee: members Joanne Viney (Chair), Bruce Booth, Lucian Iancovici, Laurie Stelzer; committee met once in FY2024; uses independent consultant Pearl Meyer; committee oversees CEO goals/comp, executive and director pay, equity plans, and clawback administration; Pearl Meyer assessed independent/no conflict .
- Nominating & Corporate Governance Committee: chaired by Paul Clancy; established Dec 2024; responsibilities include board/committee composition and governance guidelines .
- Attendance: the full board met seven times in 2024; each director attended ≥75% of board and committee meetings during their service period .
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Cash fees | 5,217 |
| Option awards (grant-date fair value) | 333,784 |
| Total | 339,001 |
| Role (Policy effective Feb 6, 2025) | Annual Cash Retainer ($) | Effective Date |
|---|---|---|
| Director | 40,000 | 2025-02-06 |
| Audit Committee Chair | 16,000 | 2025-02-06 |
- Pre-IPO engagement letter (Nov 2024): initial option to purchase 44,480 shares vesting over 3 years and a $40,000 annual director retainer; upon IPO, compensation transitioned to the non-employee director policy (director $40,000; audit chair $16,000) .
Performance Compensation
| Equity Award (Director-Specific) | Grant Date | Options (Shares) | Vesting | Expiration | Notes |
|---|---|---|---|---|---|
| Initial director option (per Stelzer Agreement) | Nov 2024 | 44,480 | Equal annual installments over 3 years from Nov 14, 2024 | — | Per pre-IPO agreement; option outstanding at 12/31/24 |
| Non-Employee Director Equity Policy | Options (Shares) | Vesting | Expiration | Comments |
|---|---|---|---|---|
| Initial Grant | 39,919 | Equal annual installments over 3 years | 10 years | Exercise price = FMV at grant; full acceleration on “sale event” |
| Annual Grant | 19,959 | 100% by next annual meeting or first anniversary | 10 years | Pro-rata if appointed mid-cycle; full acceleration on “sale event” |
- Clawback policy: company maintains SEC/Nasdaq-compliant compensation recovery policy for incentive-based compensation after material restatements (applies to executives; directors’ equity is time-based per policy) .
Other Directorships & Interlocks
- Committee interlocks: None; no Sionna officers served on other companies’ boards/comp committees with reciprocity in 2024 .
- Related-party transactions: Financing and IPO participation disclosed for major holders and certain director-affiliated funds (Atlas, OrbiMed, RA Capital, TPG, Enavate/Viking); no related-party transactions identified involving Laurie Stelzer .
Expertise & Qualifications
- Financial expertise: Audit committee chair and designated “audit committee financial expert” .
- Senior CFO track record across public and private biopharma; broad capital markets and operational finance experience .
- Education: B.S. Accounting (Arizona State University); MBA (UCLA Anderson) .
- Governance: experience across multiple public company boards (PMVP, SYRE; prior SURF, Longboard) .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (% of outstanding shares, as of Apr 15, 2025) | <1% (not individually enumerated) |
| Options outstanding (as of Dec 31, 2024) | 44,480 |
- Trading/hedging policy: company expressly prohibits derivative transactions (economic equivalent of ownership) and addresses pledging risks; insider trading policy governs directors and officers .
Governance Assessment
- Board effectiveness: Stelzer strengthens oversight as Audit Chair and financial expert; committee structures meet Nasdaq/SEC independence rules; risk oversight explicitly covers cybersecurity .
- Engagement: Board met seven times in 2024; all directors met ≥75% attendance thresholds; audit committee met twice; compensation committee met once (reflective of pre-IPO period) .
- Compensation and alignment: 2024 director pay skewed to equity (option grant fair value vs nominal cash fees); ongoing policy provides balanced, transparent cash retainers and time-based options with sale-event acceleration .
- Consultant independence: Pearl Meyer engaged by compensation committee; independence assessed; no conflicts identified .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Stelzer; independence affirmed; current external CFO role (Kailera) and board seats (PMVP, SYRE) noted without disclosed transactions with Sionna .
- Policies and red flags: Insider trading/hedging restrictions and clawback policy in place; no legal proceedings involving directors disclosed; no pledging/hedging disclosures for directors noted; overall governance signals supportive of investor confidence .