John Cini
Sonnet BioTherapeutics HoldingsAbout John Cini
John K. Cini, Ph.D. co-founded Sonnet in 2015 and has served as Chief Scientific Officer since the company’s merger, overseeing discovery and development programs including target selection and proof-of-concept testing; he has advanced more than 20 novel monoclonal antibody products from discovery to IND, holds multiple product and formulation patents, and earned a Ph.D. in Biochemistry from the University of North Texas . Sonnet is a clinical-stage biopharmaceutical with no product revenue, and its Compensation Committee does not use net income in evaluating executive pay; company-level Pay vs. Performance disclosures show cumulative TSR values based on a fixed $100 investment of 16.15 (FY2022), 8.81 (FY2023), and 29.14 (FY2024), alongside net losses of $29.7M, $18.8M, and $7.4M, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sonnet BioTherapeutics | Chief Scientific Officer | Since 2015 (appointed at Merger closing) | Oversees discovery/development programs; advanced >20 mAbs to IND; patents/applications |
| Oncobiologics, Inc. | VP, Discovery & Development Sciences | Jan 2011 – Apr 2015 | Advanced biologics through discovery to IND; translational development |
| Medarex (acquired by BMS in 2010) | Executive Director | Not disclosed | Led discovery; contributed to biologics from discovery through commercialization |
| Johnson & Johnson (Ethicon, OrthoBioTech & Pharmaceutical Research) | Lead discovery roles | Not disclosed | Discovery leadership across therapeutic areas including oncology and inflammation |
| Bayer | Scientific roles | Not disclosed | Discovery research across multiple therapeutic areas |
External Roles
Not disclosed in the proxy biography or available filings reviewed .
Fixed Compensation
Summary Compensation Table (as reported in 2024 Proxy)
| Metric | FY 2022 | FY 2023 |
|---|---|---|
| Salary ($) | 413,048 | 417,750 |
| Bonus ($) | 113,899 | 146,490 |
| Stock Awards ($) | 36,015 | 23,931 |
| Option Awards ($) | – | – |
| All Other Compensation ($) | 52,014 | 38,240 |
| Total ($) | 614,976 | 626,411 |
Note: On Dec 27, 2023, the Compensation Committee cancelled accrued but unpaid bonuses awarded for FY2022 and FY2023, including $312,741.79 for Dr. Cini .
Summary Compensation Table (as reported in 2025 Proxy)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Salary ($) | 397,750 | 397,750 |
| Bonus ($) | – | – |
| Stock Awards ($) | 23,931 | 21,907 |
| Option Awards ($) | – | – |
| All Other Compensation ($) | 20,000 | – |
| Total ($) | 441,681 | 419,657 |
Employment Agreement Fixed Terms
| Term | Detail |
|---|---|
| Base Salary | $370,000 per year |
| Agreement Date | Jan 10, 2020 (as amended) |
| Role | Chief Scientific Officer |
Performance Compensation
Cash Bonus Structure
| Component | Metric | Target / Formula | Payout Mechanics | Vesting / Timing |
|---|---|---|---|---|
| Strategic Transaction Bonus | Gross revenue from strategic transaction | 1.1% of gross revenue received by the Company from a strategic transaction | Paid as determined by agreement; if annual bonus <35% of base, Board may award additional performance-based cash bonus to bring aggregate up to 35% of base | As earned per transaction; not tied to annual vesting |
| Discretionary Performance Bonus | Company goals | Board discretion (cash or equity/options/RSUs) | Awarded at Board’s sole discretion | As specified in award |
Bonus Cancellation: Accrued but unpaid bonuses for FY2022 and FY2023 were cancelled ($312,741.79 for Cini) .
Equity Awards and Vesting
| Grant / Status | Award Type | Shares | Grant / Reference Date | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| Outstanding at FY-end 2024 | RSUs (unearned) | 1,888 | As of Sept 30, 2024 | Scheduled to vest Jan 1, 2025 | Equity incentive plan awards; market value disclosed in proxy |
| New grant (transaction-related) | RSUs | 12,000 | Jul 11, 2025 | Vests in full on the earlier of (i) Closing or (ii) Jan 8, 2026 | Under 2020 Omnibus Equity Incentive Plan |
Plan Mechanics: As of Sept 30, 2024, equity plan reflected RSUs/RSAs with no outstanding options, warrants, or rights other than RSUs/RSAs; weighted-average exercise price not applicable to RSUs/RSAs .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (shares) | 2,116 shares of common stock |
| Ownership % of Outstanding | Less than 1% (based on 6,827,352 shares outstanding as of Aug 26, 2025) |
| Vested vs. Unvested | Unvested RSUs: 1,888 scheduled to vest Jan 1, 2025; 12,000 scheduled to vest by Jan 8, 2026 or transaction closing |
| Options (Exercisable / Unexercisable) | None outstanding under equity plan as of Sept 30, 2024 (RSUs/RSAs only) |
| Pledging / Hedging | Not disclosed in the reviewed filings |
Employment Terms
| Provision | Change-in-Control (Double-Trigger) | Non-Change-in-Control | Other Terms |
|---|---|---|---|
| Severance (Base Salary) | 12 months of base salary if terminated without Cause or for Good Reason within 2 months before or 12 months after a Change in Control | 9 months of base salary if terminated without Cause or for Good Reason | Agreement terminates per its terms |
| COBRA | Company-paid COBRA premiums until earliest of: 18 months from termination, eligibility for equivalent coverage, or COBRA ineligibility | Company-paid COBRA premiums until earliest of: 12 months, eligibility for equivalent coverage, or COBRA ineligibility | |
| Bonus Eligibility | 1.1% strategic transaction bonus; Board “make-whole” up to 35% of base if <35%; discretionary bonus possible | Same as above | |
| Start Date | Employment agreement dated Jan 10, 2020 (as amended); CSO appointment at Merger closing; co-founded Sonnet in 2015 |
Investment Implications
- Pay-for-performance alignment leans toward strategic transaction-driven outcomes: Cini’s cash incentive is formulaic (1.1% of gross revenue from strategic transactions) with Board discretion to ensure up to 35% of base in aggregate bonus, linking near-term payouts to deal/licensing execution rather than operating metrics—a relevant lever for traders around transaction catalysts .
- Near-term insider selling pressure windows: 1,888 RSUs vested Jan 1, 2025 and 12,000 RSUs vest in full by Jan 8, 2026 or upon closing of the specified transaction, creating potential liquidity events; monitor filings around these dates for disposition activity .
- Alignment risk: Beneficial ownership is de minimis (<1% and 2,116 shares), with no disclosed options and primarily RSU-based equity; watch for incremental grants tied to transactions to improve alignment, and note no pledging disclosure observed in reviewed sections .
- Retention dynamics: Double-trigger severance (12 months base + up to 18 months COBRA in CoC; 9 months + up to 12 months COBRA otherwise) provides moderate retention incentive without equity acceleration terms disclosed, limiting windfall risk in a change-of-control .
- Compensation stability signal: Cancellation of accrued FY2022–FY2023 bonuses ($312,741.79 for Cini) highlights cash discipline or constraints and reduces historical cash incentive reliance—a governance and liquidity consideration for investors .
- Execution track record: Cini’s advancement of >20 mAbs to IND and deep discovery leadership at multiple biopharma organizations supports technical execution capability, a positive for development milestones and partnering outcomes .
- Company performance context: With no product revenue and ongoing losses, TSR volatility has been significant; compensation policy does not tie pay directly to net income, underscoring the importance of clinical/regulatory and strategic transaction catalysts over GAAP measures .