Lucian Iancovici
About Lucian Iancovici
Lucian Iancovici, M.D., is an independent director of Sionna Therapeutics (SION), serving on the board since December 2019; he is 43 years old. He is a Managing Director at TPG Global, LLC (TPG Growth) and previously led the Qualcomm Life Fund, was a General Partner at dRx Capital (a Novartis–Qualcomm JV), and an associate at McKinsey; he is a board-certified internist who trained at Columbia University Medical Center and holds a B.A. in economics and an M.D. from Tufts University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TPG Global, LLC (TPG Growth) | Managing Director | Jan 2018 – Present | Healthcare investor and board representative |
| dRx Capital (Novartis–Qualcomm JV) | General Partner | Jan 2015 – Oct 2017 | Digital health venture investing |
| Qualcomm Life Fund | Head | Sep 2012 – Oct 2017 | Led digital health investments |
| McKinsey & Company | Associate | 2011 – 2012 | Strategy consulting (healthcare focus) |
| Columbia University Medical Center | Internal Medicine Training | Prior to McKinsey | Board-certified internal medicine |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Rallybio Corporation (NASDAQ: RLYB) | Director | May 2020 – Present | Public company directorship |
| K2 Medical Research | Director | Current | Private company |
| Ceribell, Inc. | Director | Current | Private company |
| Ellodi Pharmaceuticals | Director | Current | Private company |
| AnovoRx Holdings, Inc. | Director | Current | Private company |
Board Governance
- Independence: The board determined all directors except the CEO are independent under Nasdaq and SEC rules; Dr. Iancovici is independent .
- Committee assignments: Compensation Committee member (Chair: Joanne Viney). Not on Audit or Nominating & Corporate Governance committees .
- Attendance: In 2024, the full board met 7 times; each director attended ≥75% of aggregate board and applicable committee meetings .
- Tenure/class: Class I director; nominated for re-election at the 2025 annual meeting for a term ending 2028 .
- Board structure: Independent Chair (Paul Clancy) separate from CEO (Michael Cloonan), with the board overseeing risk primarily through committees .
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Director cash fees | $0 (affiliation with TPG Growth; director waived cash/equity) |
| Option/stock awards | $0 (affiliation with TPG Growth; director waived cash/equity) |
| Total | $0 |
Non-Employee Director Compensation Policy (effective Feb 6, 2025) – framework applicable to non-employee directors:
- Cash retainers: Board member $40,000; additional $30,000 for Non-Executive Chair; committee fees: Audit Chair $16,000 (members $8,000), Compensation Chair $12,000 (members $6,000), Nominating Chair $9,000 (members $4,500). Paid quarterly; pro-rated for partial year .
- Equity: Initial option grant (new directors) 39,919 shares vesting over 3 years; Annual option grant 19,959 shares vest in full by next annual meeting; 10-year term; FMV strike; full acceleration on sale event per 2025 Plan .
Note: The proxy shows waivers for affiliated investor directors in 2024; it does not disclose whether Dr. Iancovici will receive/waive compensation under the new policy in 2025 .
Performance Compensation
Directors do not receive performance-based pay; compensation for non-employee directors is cash retainers and options (no performance metrics). For governance context, the Compensation Committee (which includes Dr. Iancovici) oversaw a 2024 executive bonus plan tied to corporate objectives.
| Executive | 2024 Target Bonus % of Salary | Corporate Achievement | 2024 Bonus Paid ($) |
|---|---|---|---|
| CEO (Michael Cloonan) | 50% | 110% of target | 278,404 |
| CFO (Elena Ridloff) | 40% | 110% of target | 197,976 |
| CMO (Charlotte McKee) | 40% | 110% of target | 197,976 |
Performance focus areas included preclinical/clinical milestones, organizational capability building, and progression of strategic initiatives; the board determined 110% overall achievement for 2024 .
Other Directorships & Interlocks
- Current public company board: Rallybio (RLYB) .
- Investor interlocks/affiliations (potential conflicts to monitor): Entities affiliated with TPG Growth (where Dr. Iancovici is a Managing Director) are 5%+ holders and participated in Sionna financings:
- Series C (Mar 4, 2024): The Rise Fund Sling II, L.P. (TPG Growth affiliate) purchased 1,765,541 Series C shares (~$17.24M) .
- IPO (Feb 2025): TPG-affiliated entities purchased 1,125,000 common shares for $20,250,000 at the IPO price .
Expertise & Qualifications
- Medical and investing: Board-certified internal medicine physician; investment leadership across PE/VC in healthcare (TPG Growth, Qualcomm Life Fund, dRx Capital) .
- Education: B.A. (Economics) and M.D., Tufts University; clinical training at Columbia University Medical Center .
- Board relevance: Venture healthcare track record and clinical background align with Sionna’s biotech development needs .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Lucian Iancovici (personal) | — | — | No personal beneficial ownership or options exercisable within 60 days disclosed . |
| TPG Growth affiliated entities | 6,684,962 | 15.2% | Greater-than-5% holder; affiliated with Dr. Iancovici’s employer . |
| Hedging/Pledging | — | — | Company policy prohibits derivative transactions and pledging by directors/officers . |
Governance Assessment
-
Strengths
- Independent director with relevant clinical and healthcare investing expertise; serves on Compensation Committee, bringing investor perspective to pay design .
- Strong baseline governance controls disclosed: hedging/pledging ban; SEC/Nasdaq-compliant clawback policy; independent comp consultant (Pearl Meyer) with no conflicts .
- Attendance and engagement: Board met 7 times in 2024; all directors met ≥75% attendance; clear separation of Chair/CEO roles .
-
Watch items / RED FLAGS
- Personal ownership alignment: No personal share ownership disclosed for Dr. Iancovici as of April 15, 2025 (while his affiliated funds are major holders). This can dilute individual “skin-in-the-game” alignment despite fund exposure .
- Investor-affiliated director on Compensation Committee: TPG-affiliated director helps set executive pay; while common in biotech, this concentrates influence among large investors and warrants monitoring for potential conflicts, especially given related-party financings .
- Related-party exposure: TPG affiliates participated meaningfully in the March 2024 Series C and the February 2025 IPO, creating ongoing related-party considerations; the company has a related-person transaction policy and disclosed these transactions .
- EGC status: No say‑on‑pay vote required yet; investors have limited recent shareholder feedback on compensation practices until EGC status lapses .
- Committee cadence: Compensation Committee met once in 2024 (committee formed mid-year), which is understandable for a newly public transition but merits monitoring for post‑IPO cadence .
Overall implication: Governance structures and policies are robust for a newly public biotech, but investors should monitor alignment given the director’s lack of personal holdings, his fund’s large stake and participation in financings, and his role on the Compensation Committee. Continued transparency on director compensation acceptance/waivers under the new policy and on related‑party reviews will be important for investor confidence .