Michael Cloonan
About Michael Cloonan
Michael Cloonan, age 53, is President, Chief Executive Officer, and a Class III director of Sionna Therapeutics since May 2021; he holds a B.A. in economics and accounting from the College of the Holy Cross and an M.B.A. from the University of Virginia Darden School of Business . He previously served as COO and Chief Business Officer at Sage Therapeutics and spent 14 years at Biogen culminating as SVP, U.S. Commercial . Under his leadership in 2025, Sionna initiated a Phase 2a proof‑of‑concept trial for SION‑719, a dual‑combination Phase 1 for SION‑451, and reported Q3 net loss of $20.3 million with cash of ~$325 million, guiding runway into 2028 . Sionna is a clinical‑stage, pre‑revenue biotech; EBITDA remained negative through Q4 2024–Q3 2025 (see performance table), consistent with pipeline investment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sionna Therapeutics | President & CEO; Director | Since May 2021 | Led transition to public company and progressed CF pipeline into Phase 2a/Phase 1 combination studies . |
| Sage Therapeutics | Chief Operating Officer; Chief Business Officer | May 2020–May 2021; Apr 2017–May 2020 | Scaled operations and business development at a commercial-stage biotech . |
| Biogen | Senior Vice President, U.S. Commercial; multiple business/commercial roles | ~14 years | Managed multi‑billion‑dollar MS, hemophilia, SMA franchises; deep commercial execution experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| bluebird bio (NASDAQ: BLUE) | Director | Since Jun 2024 | Provides cell therapy governance expertise and external network connectivity . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 486,720 | 506,189 |
| Target Bonus (% of Salary) | Not disclosed | 50% |
| Actual Bonus Paid ($) | 267,696 | 278,404 |
| Post‑IPO Base Salary (effective Feb 10, 2025) |
|---|
| $665,000 |
Notes: 2024 annual bonus targets set on corporate metrics; base salaries increased at IPO, reflecting market alignment post‑listing .
Performance Compensation
2024 Annual Incentive Plan
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate performance objectives (preclinical/clinical milestones, org capabilities, strategic initiatives) | Metrics weighted 5%–50% each; total 100% | 100% | 110% | $278,404 | Cash in current year |
Equity Awards (selected)
| Award Type | Grant Date | Shares/Options | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|---|
| Restricted Stock (initial CEO grant) | 3/31/2021 | 547,343 shares | — | 25% on 5/10/2022; remaining 75% in 36 equal monthly installments thereafter; sale‑event acceleration per plan/agreements | — |
| Stock Option (2022) | 3/2/2022 | 332,459 options (235,491 exercisable; 96,968 unexercisable at 12/31/24) | $6.11 | 48 equal monthly installments from 2/2/2022; full acceleration upon sale event per 2020 Plan; further subject to CIC/severance terms | 3/1/2032 |
| Stock Option (Series C Award 2024) | 3/13/2024 | 656,984 options (123,184 exercisable; 533,800 unexercisable at 12/31/24) | $6.11 | 48 equal monthly installments from 3/4/2024; sale‑event acceleration; CIC/severance terms apply | 3/12/2034 |
| IPO Option Grant (2025 Plan) | 2/6/2025 | 450,252 options | $18.00 | 48 equal monthly installments (10‑year term) | 10 years from grant |
Notes: Plan mechanics include sale‑event acceleration on time‑based awards and CIC‑related provisions; no PSU disclosures for CEO in 2024; equity cadence updated under 2025 Plan with grant timing policy post‑IPO .
Equity Ownership & Alignment
| Component (as of Apr 15, 2025) | Shares |
|---|---|
| Restricted/common directly held | 547,343 |
| Options exercisable within 60 days | 519,877 |
| Total beneficial ownership | 1,067,220 (2.4% of shares outstanding) |
| Vested vs Unvested Breakdown (as of Dec 31, 2024) | |---|---:| | Unvested restricted shares | 57,015 | | Options exercisable | 358,675 (123,184 + 235,491) | | Options unexercisable | 630,768 (533,800 + 96,968) |
- Policy on trading, pledging, hedging: insider trading policy prohibits derivative transactions and highlights risks of pledging/margin arrangements; clawback policy compliant with SEC/Nasdaq for financial restatements over prior three years .
- Ownership guidelines: not disclosed in proxy; compliance status not disclosed .
Employment Terms
| Topic | Key Terms |
|---|---|
| Offer Letter (Mar 2021) | Initial restricted stock grant (547,343); annual salary and bonus opportunity; death/disability pro‑rata bonus provisions . |
| Severance/CIC Agreements (pre‑IPO) | Outside CIC period: 12 months base salary; earned prior bonus; pro‑rated target bonus; company share of health premiums up to 12 months; 12 months’ acceleration of time‑based equity (pre‑plan awards) and 12‑month option exercise extension . |
| New Severance & CIC Plan (effective Feb 6, 2025) | Outside CIC period: CEO—12 months continued base salary and employer health contribution; pro‑rated target bonus; During CIC period: CEO—lump sum 1.5x base salary + target bonus; company health contribution up to 18 months; full acceleration of time‑based equity; performance awards per agreement . |
| 280G Treatment | Modified cutback (reduce benefits if it yields higher net after‑tax); no tax gross‑ups disclosed . |
| Restrictive Covenants | Confidentiality, assignment, non‑solicit; non‑compete not disclosed for CEO . |
| Clawback | SEC/Nasdaq‑compliant compensation recovery policy . |
| Perquisites | None disclosed for 2024; 401(k) with no matching in 2024 . |
Board Governance
- Role and independence: Cloonan is CEO and a director, not independent; board chair is Paul Clancy, providing separation of CEO and chair roles; governance rationale favors independent oversight with CEO focused on operations .
- Committees: Audit (Chair: Laurie Stelzer; members: Stelzer, Clancy, Fleming; Stelzer/Clancy are financial experts) ; Compensation (Chair: Joanne Viney; members: Viney, Booth, Iancovici, Stelzer; consultant Pearl Meyer engaged) ; Nominating & Corporate Governance (Chair: Paul Clancy; members: Clancy, Ruddy, Thompson) .
- Attendance: In 2024, each director attended ≥75% of board and committee meetings held during their service period .
- Director compensation: Cloonan received no incremental compensation for board service; non‑employee director fees/option awards disclosed separately (e.g., chair and committee retainers, initial/annual option grants under 2025 policy) .
- Dual‑role implications: Separation of chair and CEO mitigates CEO+Chair concentration risks; CEO not independent, so committee independence and chair structure are important for pay/governance oversight .
Performance & Track Record
| Period | Operating Metrics and Initiatives |
|---|---|
| Q3 2025 | Initiated PreciSION CF Phase 2a (SION‑719) and Phase 1 dual combinations (SION‑451 with SION‑2222/109); net loss $20.3M; cash ~$325M; runway into 2028 . |
Financial Performance Context
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| EBITDA ($) | -17,966,000* | -19,500,000* | -21,759,000* | -23,616,000* |
| Revenues ($) | n/a* | n/a* | n/a* | n/a* |
Values with asterisks retrieved from S&P Global.
Compensation Committee Analysis
- Independence: All compensation committee members are independent under Nasdaq rules .
- Advisor: Pearl Meyer engaged as independent consultant; assessed for conflicts—none identified .
- Process: CEO pay reviewed and approved by the full board upon recommendation; broader executive pay set by the committee, targeting competitive market positioning and at‑risk mix .
Say‑on‑Pay & Shareholder Feedback
- As an emerging growth company, Sionna is not required to conduct say‑on‑pay votes or provide pay‑versus‑performance disclosures; thus, historical approval percentages are not applicable at this time .
Related Party Transactions and Interlocks
- Significant holders (RA Capital, TPG Growth, Atlas, OrbiMed, Viking/Enavate affiliates) participated in Series C and IPO; director affiliations disclosed, with committee independence maintained and related‑party policies in place .
Equity Ownership & Alignment Signals
- Beneficial ownership: 1,067,220 shares (2.4%), comprising 547,343 restricted/common and 519,877 options exercisable within 60 days, indicates substantial equity alignment .
- Hedging/pledging: Derivative transactions prohibited; policy highlights pledging/margin risks; no pledging by Cloonan disclosed .
- Ownership guidelines: Not disclosed; compliance status not provided .
Employment Contracts, Severance & Change‑of‑Control Economics
- CEO CIC benefits: 1.5x base + target bonus lump sum; 18 months health contribution; full acceleration of time‑based equity during CIC period; modified 280G cutback—no gross‑ups .
- Outside CIC: 12 months base; pro‑rated target bonus; health contribution up to 12 months; acceleration/extension for pre‑Plan equity; certain single‑trigger accelerations remain for pre‑Plan awards per legacy agreements, but do not apply to post‑Plan grants .
Investment Implications
- Alignment: High equity exposure (restricted stock, large multi‑year option grants, IPO‑priced options) and no perquisites/gross‑ups signal shareholder alignment and cost discipline .
- Retention risk: Strong CIC protections and continued monthly vesting across multiple grants reduce near‑term departure risk; legacy single‑trigger accelerations on pre‑Plan awards exist but are ring‑fenced from post‑Plan equity .
- Trading signals: With derivative transactions prohibited and no disclosed pledging, structural insider‑selling pressure would most likely occur via scheduled 10b5‑1 sales tied to monthly vesting; Section 16 activity was not disclosed in the proxy/8‑Ks reviewed .
- Governance quality: Separation of chair and CEO, independent committees, and use of an independent compensation consultant support oversight integrity; EGC status limits say‑on‑pay signaling near term .
Sources
- Sionna DEF 14A (Apr 29, 2025): executive/board biographies, compensation, ownership, governance, severance/CIC policies .
- Sionna 8‑K (Nov 5, 2025): Q3 2025 financial results and pipeline updates .