Donald Griffith

About Donald Griffith

Donald Griffith, CPA, is Sonnet BioTherapeutics’ Chief Financial Officer (CFO) and a director; he has served on Sonnet’s board since its inception in April 2015, was Chairman from 2015 to 2018, and became CFO on February 12, 2025 after serving as Controller since January 1, 2019 . He is 76 years old and brings over 40 years of finance and accounting experience, including prior roles as CFO, Director and Secretary of Oncobiologics (now Outlook Therapeutics) and founding partner at Stolz & Griffith, LLC . Company performance context: cumulative Total Shareholder Return (TSR) index (value of an initial $100 investment) was 16.15 in FY2022, 8.81 in FY2023, and 29.14 in FY2024, while net losses narrowed from approximately $(29.7) million in FY2022 to $(7.4) million in FY2024 .

Past Roles

External Roles

Fixed Compensation

Historical cash compensation (reported in Director Compensation table as salary+bonus earned for Controller role):

Performance Compensation

Incentives are primarily time-based RSUs; performance-linked metrics for Griffith are not disclosed beyond a discretionary target bonus percentage.

The company’s director equity program historically included options with change-of-control acceleration; recent disclosures show RSUs/RSA predominance with no options outstanding under the plan as of FY2024 .

Equity Ownership & Alignment

Alignment considerations:

• Griffith’s economic stake is small (<1%), with unvested RSUs providing future exposure; no option leverage disclosed .
• The pledging policy permits exceptions with CFO pre-approval, which poses a governance sensitivity given Griffith’s role; no pledging by Griffith is disclosed .

Employment Terms

Board Governance

• Board Service: Director since April 2015; Chairman from 2015 to 2018; currently serves as management director (dual role CFO + director) .
• Committee Roles: Not listed on Audit, Compensation, or Nominating committees (those committees are comprised of independent directors) .
• Independence: Board determined Bhatt, Dyrness, and McNeill are independent; Griffith, as an officer, is not independent .
• Meetings & Attendance: In FY2024, Board met 5 times; each director attended at least 75% of Board/committee meetings .
• Board Leadership: No Chairman or Lead Independent Director; interim CEO (Raghu Rao) provides operational leadership .

Dual-role implications:

• Griffith’s status as CFO and director concentrates oversight and execution within management, limiting formal committee influence and independence on compensation/audit matters; however, committee structures exclude officers, mitigating direct conflicts .

Director Compensation

Policy (cash retainers):

Actual director compensation (Donald Griffith):

Performance & Track Record

• Prior Leadership: CFO/Director/Secretary at Oncobiologics (Outlook Therapeutics) from 2011–2018; extensive public-company finance and governance experience .
• Company Outcomes: TSR index values were 16.15 (2022), 8.81 (2023), 29.14 (2024); net losses narrowed to approximately $(7.4) million in FY2024, from $(18.8) million in FY2023 and $(29.7) million in FY2022 .
• Section 16 Compliance: Company reported late Form 4 filings for grants on December 11, 2023, filed on December 5, 2024 for multiple insiders including Donald Griffith .

Compensation Structure Analysis

• Mix & Trends: As of FY2024, equity incentives are predominantly RSUs/RSAs with no options outstanding under the plan; option-based leverage/underwater risk repricing not applicable in current disclosures .
• Transaction-Linked Awards: 2025 RSUs granted to Griffith include single-trigger vesting on closing of the announced business combination, which can accelerate equity realization irrespective of operational metrics (potential alignment to deal completion rather than sustained performance) .
• Discretionary Cash Bonus: 25% target bonus tied to salary persists under the 2019 Offer Letter, with no disclosed operational metrics (e.g., revenue, EBITDA, TSR) specific to Griffith’s bonus determination .

Equity Ownership & Alignment (Detail)

Employment & Contracts

Board Governance (Committee Composition)

Other Directorships & Interlocks

• Outlook Therapeutics (formerly Oncobiologics): Griffith served as CFO, Director and Secretary (2011–2018) .
• No related-party transactions involving Griffith were disclosed beyond his employment arrangements; the Audit Committee oversees related-party transactions per policy .

Investment Implications

• Alignment: Griffith’s direct ownership is de minimis (<1%), with incentive exposure mainly via time-based RSUs; absence of disclosed performance metrics for his bonus weakens pay-for-performance linkage .
• Event-Driven Vesting: The 10,000 RSUs that vest at deal closing or by Jan 8, 2026 may create near-term selling pressure post-vesting; monitor transaction milestones and Form 4 filings for timing signals .
• Governance: As a non-independent director and CFO, Griffith is appropriately excluded from key board committees, but the pledging pre-approval exception vested in the CFO function is a governance sensitivity; no pledging is disclosed .
• Performance Context: Company TSR improved in FY2024 alongside reduced net losses, but remains loss-making; compensation programs emphasize retention/equity continuity over hard operational targets, consistent with clinical-stage realities .

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