Peter A. Thompson
About Peter A. Thompson
Peter A. Thompson, M.D., age 65, is an independent Class II director of Sionna Therapeutics, Inc., serving since February 2022; his current term expires at the 2026 annual meeting . He is a Member at OrbiMed Advisors LLC (formerly Partner 2013–2021; roles of increasing responsibility since 2010) and an Affiliate Professor of Neurosurgery at the University of Washington, holding a Sc.B. in Molecular Biology and Mathematics and an M.D. from Brown University . His core credentials span venture investing and biopharma operating leadership (Trubion Pharmaceuticals, Chiron, Becton Dickinson), with extensive public company board experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trubion Pharmaceuticals, Inc. | Executive leadership roles | — | Operational leadership in drug development |
| Chiron Corporation | Executive leadership roles | — | Strategic/operational leadership |
| Becton, Dickinson and Company | Executive leadership roles | — | Corporate operating experience |
| University of Washington | Affiliate Professor of Neurosurgery | — | Academic/clinical perspective |
External Roles
| Organization | Role | Tenure | Committee Roles/Notes |
|---|---|---|---|
| OrbiMed Advisors LLC | Member (previously Partner 2013–2021) | Since 2010 (various roles) | Senior investment leadership |
| ARS Pharmaceuticals Inc. (NASDAQ: SPRY) | Director | Since Apr 2016 | Public board governance |
| Corvus Pharmaceuticals, Inc. (NASDAQ: CRVS) | Director | Since Nov 2014 | Public board governance |
| Edgewise Therapeutics, Inc. (NASDAQ: EWTX) | Director | Since May 2017 | Public board governance |
| Alpine Immune Sciences, Inc. (NASDAQ: ALPN) | Former Director | Prior service (dates not specified) | Prior public board |
| Decibel Therapeutics, Inc. (NASDAQ: DBTX) | Former Director | Prior service (dates not specified) | Prior public board |
| Janux Therapeutics, Inc. (NASDAQ: JANX) | Former Director | Prior service (dates not specified) | Prior public board |
| PMV Pharmaceuticals, Inc. (NASDAQ: PMVP) | Former Director | Prior service (dates not specified) | Prior public board |
| Prevail Therapeutics Inc. (NASDAQ: PRVL) | Former Director | Prior service (dates not specified) | Prior public board |
| Synthorx, Inc. | Former Director | Until acquisition by Sanofi | Prior public board |
| Various private companies | Director | — | Private board roles |
Board Governance
- Committee assignments: Member, Nominating and Corporate Governance Committee; Chair: Paul Clancy. Not on Audit or Compensation Committees .
- Independence: Board determined all directors except the CEO are independent under Nasdaq/SEC rules; Thompson qualifies as independent .
- Attendance: The board met seven times in 2024; each director attended at least 75% of board and applicable committee meetings during their service .
- Board leadership: Independent Chair (Paul Clancy) separate from CEO, with committees overseeing risk and governance processes .
Fixed Compensation
| Year/Policy | Component | Amount | Notes |
|---|---|---|---|
| 2024 actual | Cash fees | $0 | No cash compensation due to affiliation with OrbiMed Advisors LLC |
| 2024 actual | Equity awards | $0 | No equity awards; no outstanding options/unvested awards at year-end |
| Non-Employee Director Compensation Policy (effective Feb 6, 2025) | Annual Board retainer | $40,000 | Payable quarterly; applies to non-employee directors generally |
| Policy (effective Feb 6, 2025) | Nominating & Corporate Governance Committee member retainer | $4,500 | Member retainer; Chair retainer $9,000 |
| Policy (effective Feb 6, 2025) | Initial option grant | 39,919 shares | Vests over 3 years; terms described in policy; initial grants disclosed for directors joining Jan 6, 2025 |
| Policy (effective Feb 6, 2025) | Annual option grant | 19,959 shares | Vests by next annual meeting or 1-year anniversary |
Note: The proxy discloses 2024 actuals (none due to affiliation) and the general 2025 policy framework; it does not specify any new 2025 grants or cash paid to Thompson individually post-IPO .
Performance Compensation
| Metric | Disclosed for Director Compensation | Detail |
|---|---|---|
| Performance metrics tied to director pay (e.g., TSR, ESG, revenue, EBITDA) | None disclosed | Director compensation consists of retainers and stock options per policy; no performance metrics specified |
| Equity awards outstanding (as of 12/31/2024) | None | Thompson held no outstanding options or unvested stock awards at year-end |
Other Directorships & Interlocks
| Affiliation/Entity | Relationship to SION | Ownership/Transaction | Potential Interlock/Conflict Indicator |
|---|---|---|---|
| OrbiMed Private Investments VIII, L.P. | >5% holder | 3,704,959 shares (8.4% of common) | Thompson is a Member at OrbiMed Advisors; affiliated investor on board |
| OrbiMed (IPO participation) | Purchased in IPO | 550,000 shares; $9,900,000 total purchase price | Insider-affiliated IPO participation |
| OrbiMed (Series C financing) | Purchased preferred | 2,048,760 Series C shares; $19,999,995 total | Insider-affiliated private financing |
| RA Capital entities | >5% holder | 10,445,322 shares (23.7% of common) | Director Joshua Resnick affiliated with RA Capital |
| TPG Growth entities | >5% holder | 6,684,962 shares (15.2% of common) | Director Lucian Iancovici affiliated with TPG; IPO participation 1,125,000 shares [$20.25M] |
| Atlas Venture entities | >5% holder | 3,694,020 shares (8.4% of common) | Director Bruce Booth affiliated with Atlas; IPO participation 60,000 shares [$1.08M] |
| Enavate Sciences (Sionna Aggregator LP) | >5% holder | 2,478,030 shares (5.6% of common); IPO participation 550,000 shares [$9.9M] | Director H. Edward Fleming affiliated with Enavate |
SION’s Related Person Transaction Policy requires audit/board approval and arms-length terms; oversight mitigant for investor-affiliated transactions .
Expertise & Qualifications
- Venture capital and governance expertise from senior roles at OrbiMed; multiple public boards in biotech spanning clinical and commercial stages .
- Operating experience at Trubion, Chiron, and Becton Dickinson; provides executive perspective to board deliberations .
- Medical/scientific credentials (Sc.B. in Molecular Biology & Mathematics; M.D.) and academic affiliation (Affiliate Professor of Neurosurgery) enhance oversight of R&D strategy .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Peter A. Thompson, M.D. | — | * (<1%) | No shares reported individually; less than 1% |
| Options/RSUs outstanding (as of 12/31/2024) | None | — | No outstanding options or unvested awards |
| Pledging/Hedging | Prohibited by policy | — | Insider trading policy prohibits hedging and pledging for directors |
Insider Trades
| Date | Transaction Type | Shares | Price | Remarks |
|---|---|---|---|---|
| — | Not disclosed in DEF 14A | — | — | Proxy statement does not include Form 4 trading data; see Security Ownership section for positions |
Governance Assessment
- Strengths: Independent status under Nasdaq/SEC; not on audit/compensation committees, limiting compensation oversight conflicts; member of Nominating & Corporate Governance Committee; attendance ≥75%; board leadership separated (independent Chair) .
- Alignment signals: No personal director fees or equity in 2024 due to OrbiMed affiliation; reduces near-term pay conflicts though reflects investor representation; hedging/pledging prohibited by policy .
- Risk indicators: OrbiMed is an 8.4% holder and participated in financing and the IPO; Thompson’s affiliation creates potential related-party and interlock risks—mitigated by formal related party policy and committee oversight .
- Ownership alignment: Thompson reports less than 1% personal beneficial ownership and held no options at year-end; low “skin-in-the-game” may temper alignment versus investor-affiliated interests .
RED FLAGS
- Investor-affiliated director with significant fund ownership (OrbiMed 8.4%) alongside multiple investor-affiliated directors (RA, TPG, Atlas, Enavate); monitor related-party transactions and committee independence rigor .
- Low personal ownership and absence of director-specific equity as of 2024; consider whether annual grants under 2025 policy are awarded and their vesting to improve alignment .