Albert Dyrness
Sonnet BioTherapeutics HoldingsAbout Albert Dyrness
Albert Dyrness is an independent director of Sonnet BioTherapeutics Holdings, Inc. (SONN) with deep bioprocess engineering expertise covering upstream, downstream, and fill/finish, and a long entrepreneurial track record as co-founder and executive leader at ADVENT Engineering Services (now part of Trinity Consultants). He has served on SONN’s board since October 2019 (appointed at the Merger closing) and previously sat on the board of Oncobiologics (Outlook Therapeutics; Nasdaq: OTLK) from December 2015 to September 2017; he holds a mechanical engineering degree from MIT (1986). In SONN’s 2024 proxy, his age is listed as 61.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ADVENT Engineering Services (Trinity Consultants’ life-sciences division) | Managing Director | Jul 2019–present | Leads the life-sciences division following ADVENT’s merger with Trinity Consultants in 2017. |
| ADVENT Engineering Services | Co-Founder; President & CTO | Co-founded 1988; President & CTO in 2016 | Grew firm to 130+ engineers and guided merger with Trinity Consultants in 2017. |
| Oncobiologics, Inc. (now Outlook Therapeutics, Inc.) | Director | Dec 2015–Sep 2017 | Board service at Nasdaq-listed biopharma. |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| Outlook Therapeutics, Inc. (formerly Oncobiologics) | Director | Public | Dec 2015–Sep 2017 |
| ADVENT Engineering Services (Trinity Consultants) | Managing Director | Private | Jul 2019–present |
Board Governance
- Independence: The Board determined Dyrness is independent under SEC and Nasdaq rules; he is also eligible under Rule 10A-3 for Audit Committee service.
- Committee assignments (current): Audit Committee member; Compensation Committee Chair; Nominating & Corporate Governance Committee Chair.
- Committee responsibilities: As Compensation Chair, oversees CEO pay, executive compensation policies, equity plans, director pay, and Item 402(s) risk monitoring; as Nominating & Corporate Governance Chair, leads director nominations and Board skills/independence assessments.
- Attendance: In FY2024, the Board met 5x; Audit 4x; Compensation 1x; Nominating acted by written consent 1x. Each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting.
- Committee composition changes: In 2024, the Compensation Committee comprised Rao (Chair) and Dyrness; by 2025, Dyrness became Chair with Bhatt as the other member.
Fixed Compensation
| Policy Element | Amount |
|---|---|
| Annual cash retainer (non-employee director) | $35,000 |
| Audit Committee Chair fee | $15,000 |
| Compensation Committee Chair fee | $10,000 |
| Nominating & Corporate Governance Chair fee | $8,000 |
| Audit Committee member fee (non-chair) | $7,500 |
| Compensation Committee member fee (non-chair) | $5,000 |
| Nominating & Corporate Governance member fee (non-chair) | $4,000 |
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $55,500 | $55,500 |
| Stock Awards ($) | $3,845 | $4,328 |
| Option Awards ($) | — | — |
| Total ($) | $59,345 | $59,828 |
Performance Compensation
| Equity Award Structure (Directors) | Grant Size | Vesting Schedule | Change-in-Control Provision |
|---|---|---|---|
| Initial option grant (upon joining Board) | 0.080% of fully-diluted common stock at Merger closing | 33% per year over 3 years; first vest at 1-year anniversary | 100% acceleration immediately prior to change-in-control |
| Annual option grant | 0.040% of fully-diluted common stock at Merger closing | 100% upon earlier of 1-year anniversary or next annual stockholder meeting | 100% acceleration immediately prior to change-in-control |
- Anti-hedging and pledging: Short sales, zero-cost collars, forward sale contracts are prohibited; pledging is generally prohibited unless pre-approved by the CFO.
Other Directorships & Interlocks
| Company | Relationship to SONN | Potential Interlock/Conflict |
|---|---|---|
| Outlook Therapeutics, Inc. | Prior outside board (2015–2017) | None disclosed with SONN counterparties. |
Expertise & Qualifications
- Bioprocess engineering expert in upstream/downstream/fill/finish; extensive engineering leadership and scale-up experience via ADVENT/Trinity.
- Prior public company board experience (Outlook Therapeutics).
- Education: Massachusetts Institute of Technology, mechanical engineering and entrepreneurism (1986).
- Audit Committee service with Board designation of sufficient financial/auditing knowledge for members; Bhatt named audit committee financial expert.
Equity Ownership
| As of Date | Shares Beneficially Owned | Percent of Class | RSUs Held |
|---|---|---|---|
| Aug 26, 2025 | 537 | <1% | — |
| Sep 30, 2024 | — | — | 373 |
- Insider Trading Policy: Prohibits specified hedging/monetization strategies and generally prohibits pledging without CFO pre-approval.
- Basis for percent calculation: 6,827,352 shares outstanding as of Aug 26, 2025, plus any presently exercisable options.
Insider Trades and Section 16 Notes
| Date Filed | Reported Transaction Date | Description | Notes |
|---|---|---|---|
| Dec 5, 2024 | Dec 11, 2023 | Company filed Forms 4 for multiple insiders, including Albert Dyrness, to report RSU grants | Disclosed under “Delinquent Section 16(a) Reports” in 2025 proxy. |
Governance Assessment
- Strengths: Dual committee chair roles (Compensation; Nominating & Corporate Governance) indicate high engagement and Board trust; independence affirmed under SEC/Nasdaq; consistent meeting attendance at or above the 75% threshold.
- Alignment: Receives modest equity (RSUs) alongside cash retainer; holds 373 RSUs as of Sep 30, 2024 and 537 common shares by Aug 26, 2025, albeit <1% ownership given SONN’s float. Anti-hedging/pledging restrictions strengthen alignment.
- Committee risk oversight: Compensation Committee chartered to monitor compensation-related risks per Item 402(s); Audit Committee oversees related-party transactions and Code of Conduct compliance.
- Interlocks/conflicts: Compensation Committee disclosed no interlocks; related-party transactions over FY2023–2025 do not identify Dyrness as a participant.
- Watch items (potential red flags): Late Form 4 filings (Dec 5, 2024) to report Dec 11, 2023 RSU grants across insiders, including Dyrness; Board lacks Chair and Lead Independent Director, opting for flexible structure, which can dilute accountability in some contexts.
- Shareholder engagement: Board recommends say-on-pay frequency of every three years, emphasizing evaluation over long-term horizons.