Paul Clancy
About Paul Clancy
Paul Clancy (age 63) is the independent Chair of Sionna Therapeutics’ board (Class III term through 2027), serving since June 2022. He is a seasoned biopharma CFO (Biogen EVP/CFO 2007–2017; Alexion EVP/CFO 2017–2019, then EVP/Senior Advisor 2019–2020) and an academic executive fellow/lecturer at Harvard Business School and Cornell University, respectively . His credentials include a B.S. in finance from Babson College and an M.B.A. from Columbia University . Sionna classifies him as an independent director under Nasdaq/SEC rules and an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Biogen, Inc. | EVP & CFO | Aug 2007 – Jun 2017 | Led finance through multi-franchise scale-up |
| Alexion Pharmaceuticals, Inc. | EVP & CFO; EVP & Senior Advisor | Jul 2017 – Oct 2019; Nov 2019 – Jul 2020 | Strategic finance and transitional senior advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Incyte Corporation (NASDAQ: INCY) | Director | Since 2015 | Current public board |
| Xilio Therapeutics, Inc. (NASDAQ: XLO) | Director | Since Jul 2020 | Current public board |
| Exact Sciences Corporation (NASDAQ: EXAS) | Director | Since Mar 2021 | Current public board |
| Agios Pharmaceuticals, Inc. (NASDAQ: AGIO) | Director (former) | Sep 2013 – Jun 2023 | Prior public board |
Board Governance
- Roles: Independent Chair of the Board; Chair, Nominating & Corporate Governance Committee; Member, Audit Committee; Audit Committee Financial Expert .
- Independence: Board determined all non-employee directors (including Clancy) are independent; CEO is not independent .
- Attendance: The full board met 7 times in 2024; all directors attended/participated in ≥75% of board and applicable committee meetings .
- Structure: Separate Chair and CEO roles to enhance oversight; committee charters posted on investor website .
- Policies: Insider trading policy prohibits derivative transactions and economic-equivalent derivatives; compensation clawback policy adopted per SEC/Nasdaq .
Fixed Compensation
| Component | FY 2024 | FY 2025 (Post-IPO Policy/Clancy Terms) |
|---|---|---|
| Board Chair Cash Retainer | $50,000 | $70,000 per year (chair of board; payable quarterly) |
| Nominating & Corporate Governance Chair Retainer | — | $4,500 per year (payable quarterly) |
| Audit Committee Member Retainer | — | $8,000 per year (policy schedule) |
| Director Equity Grant Policy | N/A in 2024 table | Initial option: 39,919 shares; Annual option: 19,959 shares (general non-employee director policy) |
Notes:
- Non-employee director compensation policy effective Feb 6, 2025 sets standard retainers and option grant structure; specific disclosure for Clancy’s chair roles provided in his agreement termination/transition narrative .
Performance Compensation
| Grant Metric | Mar 2022 | Mar 2024 |
|---|---|---|
| Option Shares Granted | 119,772 shares | 65,713 shares |
| Vesting Schedule | 16 equal quarterly installments over 4 years from Jun 6, 2022 | 48 equal monthly installments over 4 years from Mar 4, 2024 |
| 2024 Option Grant Date Fair Value (as reported) | — | $294,287 (FASB ASC 718) |
| Expiration | 10-year term typical under plan; sale-event acceleration applies per plan references for options |
No director performance metrics (e.g., TSR/EBITDA hurdles) are disclosed for non-employee directors; equity is time-based options under director policy .
Other Directorships & Interlocks
- Public boards: Incyte, Xilio, Exact Sciences; prior Agios .
- Investor affiliations: Several Sionna directors affiliate with >5% shareholders (RA Capital, TPG Growth, Atlas, OrbiMed), but Clancy’s biography shows no affiliation with these investor entities; board independence for committees maintained per Nasdaq/SEC rules .
- Related-party transactions: Proxy states no related-party transactions >$120,000 since Jan 1, 2023 other than described compensation arrangements; no specific business transactions involving Clancy disclosed .
Expertise & Qualifications
- Financial leadership: Long-tenured CFO across large-cap biopharma; recognized audit committee financial expertise .
- Industry depth: Multi-therapeutic franchise exposure (Biogen, Alexion) and academic engagement (Harvard, Cornell) .
- Governance skills: Chairing nominating/governance; service on audit; charter-driven oversight processes .
Equity Ownership
| Ownership Detail | Value |
|---|---|
| Beneficial Ownership (as of Apr 15, 2025) | 110,364 shares via options exercisable within 60 days; <1% of shares outstanding |
| Outstanding Options (Dec 31, 2024) | 185,485 shares in aggregate |
| Estimated Unexercisable Options (derived) | 75,121 shares (185,485 outstanding minus 110,364 exercisable within 60 days ) |
Policies and alignment:
- Insider trading policy prohibits derivative transactions; margin/pledging risks are highlighted; no pledging disclosures for Clancy provided .
- Director stock ownership guidelines are not disclosed in the proxy; equity alignment primarily via stock options under the director policy .
Insider Trades (Section 16 filings)
| Filing | Date | Summary |
|---|---|---|
| Form 3 – Initial Statement of Beneficial Ownership | Feb 6, 2025 | Filed by Paul J. Clancy upon IPO/listing; includes power of attorney details |
| Form 4 – Statement of Changes in Beneficial Ownership | Jun 12–16, 2025 | Filed by Paul J. Clancy; transaction under a plan noted; detailed amounts not summarized in proxy |
Governance Assessment
- Strengths: Independent Chair structure; Clancy’s finance expertise and audit committee financial expert designation bolster oversight of reporting, controls, and risk; full-board and committee independence with clearly defined charters; strong attendance; clawback policy in place .
- Compensation alignment: Director pay relies on cash retainers plus time-based options; 2024 compensation mix for Clancy was $50,000 cash and $294,287 option fair value; post-IPO retainers standardized under policy; no RSUs/PSUs or performance-linked metrics disclosed for directors, reducing complexity and potential metric gaming but also limiting explicit performance linkage .
- Conflicts/related-party: No Clancy-specific related-party transactions disclosed; committee independence affirmed; board includes investor-affiliated directors representing significant holders—oversight mitigated via independence standards and committee composition .
- Attendance/engagement: ≥75% participation threshold met; directors expected to attend annual meetings; communication channels and whistleblower procedures defined .
RED FLAGS (none directly tied to Clancy in disclosures): The proxy highlights large investor-affiliated representation on the board; continued monitoring of independence in compensation and nomination decisions is prudent, though Clancy chairs nom/gov and is independent . Hedging is prohibited; pledging risk is noted in policy narrative but not expressly prohibited—investors may seek clarity on pledging bans and director ownership guidelines not disclosed .
Citations: ; Internet filings: Form 3 and Form 4 .