Susan Dexter - Chief Technical Officer | Sonnet BioTherapeutics Holdings (SONN) Executive Profile & Compensation

About Susan Dexter

Susan Dexter is Chief Technical Officer at Sonnet BioTherapeutics Holdings (SONN); she served as a contract consultant CTO since May 2019 and became full‑time CTO at the closing of the merger on April 1, 2020 . She is age 69 and has served as an officer since 2020, overseeing CMC operations including cell line and process development, cGMP manufacturing, regulatory submissions to initiate clinical trials, and clinical supply chain . Company performance during her tenure reflects clinical‑stage status with no product revenues and net losses, while cumulative TSR was volatile: $100 initial investment value of 16.15 (FY22), 8.81 (FY23), and 29.14 (FY24); net loss was $(29,721,841) in FY22, $(18,832,694) in FY23, and $(7,437,232) in FY24 . Dexter holds a double major with Honors in Immunology and Marketing (American University) and additional certifications from Harvard; she has >30 years in biologics CMC and business development, with multiple start‑ups and M&A experience .

Past Roles

Organization	Role	Years	Strategic Impact
Latham Biopharm Group (LBG)	Managing Director; ran Product Development service offering	Sep 2008 – Apr 1, 2020	Led pre‑clinical toxicology and CMC activities including IND filings, quality oversight of cGMP activities, and supply chain .
Xcellerex, Inc. (CDMO)	Chief Business Officer	Apr 2004 – Sep 2008	Business leadership for single‑use bioprocessing technology; CDMO growth initiatives .
The Dow Chemical Company’s CDMO (acquired Collaborative BioAlliance)	VP Business Development	Jul 1998 – Apr 2004	Facilitated Collaborative BioAlliance acquisition; expanded CDMO capabilities .
Celltech Biologics (purchased by Lonza Biologics)	Associate Director, Business Development	1986 – Jul 1998	Commercial biologics CDMO business development across cell line/process to manufacturing .

External Roles

Organization	Role	Years	Committees/Notes
Sartorius Stedim Biotech	Non‑executive Board Member	Since 2015	Compensation Committee since 2019; Audit Committee since 2022 .
Virocell (London, UK)	Board of Directors	Since Feb 2023	Viral vector CDMO for cell and gene therapies .
University College London, Dept. of Bioengineering	Professor Emeritus (lectures/workshops)	1999 – 2006	“Project managing a biologics facility” course .

Fixed Compensation

Component	Detail	Effective Date	Notes
Base salary ($)	310,000	Apr 1, 2020	Per employment agreement as CTO .
Target annual bonus (% of base)	Up to 35%	Apr 1, 2020	Determined by Board; performance‑based .

Actual bonus payouts for Ms. Dexter are not disclosed in the cited proxies .

Performance Compensation

Incentive Type	Metric	Weighting	Target	Actual	Payout	Vesting
Annual cash bonus	Board‑determined performance (not specified)	Discretionary	Up to 35% of base	Not disclosed	Not disclosed	N/A .

Equity grant counts for Ms. Dexter are not itemized in the 2023–2025 proxy tables; Section 16 filing notes reference RSU grants on Dec 11, 2023 for multiple insiders, including Dexter, but share counts per person are not provided .

Equity Ownership & Alignment

As of	Beneficial Ownership (shares)	% of Outstanding	Notes
Aug 26, 2025	1,643	<1%	Based on 6,827,352 shares outstanding; table shows “Less than 1%” for each listed person unless otherwise noted .

Hedging/pledging: Company prohibits short sales and certain hedging/monetization transactions; pledging is generally prohibited unless pre‑approved by the CFO .
Equity plan structure: As of Sep 30, 2024, equity plan had RSUs/RSAs outstanding; other than RSUs/RSAs, there were no outstanding options, warrants, or rights under the equity plan (weighted‑average exercise price not applicable) .

Employment Terms

Scenario	Cash Severance	Bonus	COBRA	Notes
Terminated without Cause or for Good Reason within 2 months prior to or within 12 months following a Change in Control	12 months base salary	Performance bonus for the year of termination	Payment of COBRA premiums until earliest of: 18 months post‑termination, eligibility for equivalent coverage, or COBRA ineligibility	Per Dexter Agreement (CTO) .
Terminated without Cause or for Good Reason not coincident with Change in Control	9 months base salary	Any performance bonus for the performance year in which termination occurs	Payment of COBRA premiums until earliest of: 12 months post‑termination, eligibility for equivalent coverage, or COBRA ineligibility	Per Dexter Agreement .
Indemnification	N/A	N/A	N/A	Company indemnifies directors and executive officers to fullest extent under Delaware law and advances expenses .

Performance & Track Record

Metric	FY 2022	FY 2023	FY 2024
Value of initial $100 investment (Cumulative TSR)	16.15	8.81	29.14
Net Income (Loss) ($)	(29,721,841)	(18,832,694)	(7,437,232)
Revenue status	Clinical stage; no revenues from product sales	Clinical stage; no revenues from product sales	Clinical stage; no revenues from product sales

Role scope: Dexter manages end‑to‑end CMC for biologics from development through cGMP manufacturing, IND filings, and clinical supply chain .
Background: >30 years in biotech CMC/business development, multiple start‑ups and M&A; educational credentials include Immunology and Marketing (American University) and Harvard certifications .

Governance, Policies, and Reporting

Insider trading and anti‑hedging policies apply to all directors and officers; hedging/monetization (e.g., zero‑cost collars, forward sale contracts) prohibited; pledging restricted and requires CFO pre‑approval .
Section 16(a) reporting: Company noted delayed Form 4 filings for multiple insiders, including Dexter, for RSU grants on Dec 11, 2023 (filed Dec 5, 2024); earlier delays also noted for FY23 filings .
Say‑on‑Pay: Advisory vote scheduled at 2025 annual meeting; company follows triennial frequency adopted in 2019 .

Compensation Structure Analysis

Cash vs. equity mix: Dexter’s agreement emphasizes at‑risk cash bonus (up to 35% of base) with performance determined by the Board; specific metrics are not disclosed, indicating discretionary assessment rather than formulaic KPIs .
Equity instruments: Company’s executive compensation in recent years relied on RSUs/RSAs; options under the equity plan were not outstanding as of FY24, reducing “option overhang” and repricing risk .
Pay‑for‑performance context: As a clinical‑stage company without product revenues, committee disclosures indicate net income and “compensation actually paid” are not used as core metrics for setting pay, consistent with R&D‑stage governance norms .

Risk Indicators & Red Flags

Reporting timeliness: Repeated Section 16(a) filing delays for insiders including Dexter (FY23 and FY24) raise process‑control concerns but are administrative rather than economic (no enforcement issues disclosed) .
Hedging/pledging: Policy restrictions mitigate alignment risks; any pledging requires CFO pre‑approval, reducing collateralization red flags .
Change‑of‑control economics: Dexter’s severance (12 months base with CIC; 9 months otherwise) is modest vs. typical multi‑year parachutes, limiting shareholder‑unfriendly payout risk .

Equity Ownership & Alignment Details

Item	Detail
Total beneficial ownership	1,643 shares; less than 1% of outstanding .
Shares outstanding (reference for % calc)	6,827,352 as of Aug 26, 2025 .
Vested vs. unvested	Not disclosed for Dexter; RSU grants were made Dec 11, 2023 across insiders, but per‑person counts not provided .
Pledging	Generally prohibited; exceptions require CFO pre‑approval .
Ownership guidelines	Not disclosed in proxies cited.

Employment Terms (Additional Notes)

Agreement termination per its terms; non‑compete/non‑solicitation and garden leave terms are not disclosed for Dexter .
Indemnification agreements in place for executive officers .

Investment Implications

Alignment: Dexter’s personal equity ownership is de minimis (<1%), which limits direct financial alignment, though anti‑hedging/pledging policy reduces misalignment risks .
Retention: Severance mechanics (9–12 months base and COBRA; CIC protection) are adequate but not excessive; retention risk is moderate and tied more to clinical program continuity than compensation features .
Trading signals: RSU programs exist but option overhang is minimal (no options under plan as of FY24); watch for future RSU vesting or transaction‑linked vesting that could create episodic selling pressure among insiders, noting prior administrative delays in Section 16 reporting .
Execution: Dexter’s deep CMC background and external board experience at a leading bioprocess supplier (Sartorius Stedim) support operational execution; however, with no product revenues and persistent losses, equity performance is dominated by clinical/regulatory milestones rather than pay design, per committee disclosures .