Stephen McAndrew
Sonnet BioTherapeutics HoldingsAbout Stephen McAndrew
Stephen J. McAndrew, Ph.D., age 71, serves as President and Chief Business Officer of Sonnet BioTherapeutics, appointed CBO effective February 17, 2025 and promoted to President on April 1, 2025 . He holds a Ph.D. in Molecular and Cellular Biology (Ohio University), an M.S. in Molecular Genetics (SUNY Albany), and a B.S. (SUNY Oswego), with a career spanning licensing and business development in biopharma including Bristol-Myers Squibb . Sonnet is a clinical-stage company with no product revenues; recent performance context is shown below .
Company Performance Context (Pay vs Performance disclosure)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Cumulative TSR (Value of $100) | 16.15 | 8.81 | 29.14 |
| Net Income (Loss) ($) | (29,721,841) | (18,832,694) | (7,437,232) |
The company notes it has not generated revenues from product sales .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sonnet BioTherapeutics Holdings, Inc. | SVP, Business Development | 2020–2025 | Led partnering strategy, collaborations, IP portfolio management |
| Sonnet BioTherapeutics, Inc. (Prior Sonnet) | SVP, Business Development | 2020 | BD leadership pre-merger |
| Oncobiologics, Inc. | SVP, Business Strategy & Development | 2014–2019 | BD strategy at biologics developer |
| Oncobiologics, Inc. | VP, Business Development | 2012–2014 | BD execution and deal-making |
| Various biopharma companies | BD roles | 2001–2011 | Business development across multiple firms |
| Bristol-Myers Squibb | Director, Biotechnology Licensing; other roles | 1993–2001 | Led external biotech licensing; increasing responsibility |
External Roles
No public company directorships or external board roles for Dr. McAndrew are disclosed in the proxy or 8-K filings .
Fixed Compensation
| Component | Amount/Term | Notes |
|---|---|---|
| Base Salary | $330,000 per year | Per McAndrew Employment Agreement (Feb 12, 2025) |
| Target/Eligibility Bonus | Up to 35% of Base Salary | Performance-based cash bonus; determined by Board |
| Actual Bonus Paid | Not disclosed | Not disclosed in filings to date |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout Mechanics | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Committee-determined performance metrics | N/A | Up to 35% of base salary | Not disclosed | Determined by Board per Agreement | Annual cycle; specific dates not disclosed |
Specific performance metrics (e.g., revenue, EBITDA, TSR, ESG) tied to Dr. McAndrew’s bonus are not disclosed .
Equity Ownership & Alignment
| Item | Status | Detail |
|---|---|---|
| Beneficial Ownership (as of Aug 26, 2025) | Not individually listed | Proxy table names directors/NEOs; McAndrew not separately listed among beneficial owners |
| Ownership % of Outstanding | Not disclosed | Not listed; table based on 6,827,352 shares |
| Vested vs Unvested Shares | Not disclosed | No RSU/option details disclosed for McAndrew |
| Options (Exercisable/Unexercisable) | Not disclosed | Outstanding awards table does not include McAndrew |
| Shares Pledged | Generally prohibited | Insider Trading Policy prohibits pledging except with CFO pre-approval; hedging prohibited (e.g., collars, forwards) |
| Ownership Guidelines | Not disclosed | No executive ownership guidelines disclosed in proxy |
Employment Terms
| Term | Provision |
|---|---|
| Effective Dates | Employment Agreement dated Feb 12, 2025; CBO effective Feb 17, 2025; promoted to President Apr 1, 2025 |
| Roles | President and Chief Business Officer (since Apr 2025); Chief Business Officer (Feb 2025) |
| Severance (no Change in Control) | 9 months base salary; performance bonus for the year of termination; COBRA premiums paid up to earliest of 12 months, eligibility for equivalent coverage, or COBRA ineligibility |
| Severance (with Change in Control) | 12 months base salary; performance bonus for the year of termination; COBRA premiums paid up to earliest of 18 months, eligibility for equivalent coverage, or COBRA ineligibility |
| CIC Trigger Structure | Double-trigger |
| Clawback | Not disclosed |
| Non-compete/Non-solicit | Not disclosed |
| Related Party Transactions | None |
Governance and Shareholder Feedback (Context)
- Say-on-Pay approved: Votes For 1,209,407; Against 330,412; Abstain 5,678; Broker Non-Votes 2,152,195 (Sep 26, 2025 Annual Meeting) .
- Say-on-Pay frequency: Stockholders favored One Year (1,394,436) over Three Years (88,271) and Two Years (60,801) , despite Board recommending three years in the proxy .
Investment Implications
- Alignment: Base salary with at-risk cash bonus up to 35% suggests moderate performance linkage; absence of disclosed equity grants for McAndrew limits visibility on long-term equity alignment and potential insider selling pressure from scheduled vesting .
- Retention and change-of-control economics: Double-trigger severance with 12 months base salary and bonus in CIC scenarios plus extended COBRA (up to 18 months) provides retention during strategic events without single-trigger acceleration; non-CIC severance at 9 months indicates balanced protection .
- Trading signals and risk controls: Insider Trading Policy prohibits hedging and generally prohibits pledging without CFO approval, reducing misalignment/credit risk; lack of ownership disclosure for McAndrew as of the proxy record date constrains “skin-in-the-game” assessment .
- Shareholder oversight tightening: The stockholder vote shifted to annual say-on-pay, increasing responsiveness pressure on the compensation committee and pay-for-performance calibration going forward .
Overall, compensation shows cash-centric incentives and strong CIC protections without disclosed equity grants, pointing to manageable retention risk but limited visibility on long-term equity alignment; governance signals indicate investors prefer annual oversight of executive pay at SONN .