Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
This is the complete answer, not a partial one — the list is never padded.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Michael Cloonan | $646,580 | $0 | $0 | $5,950,575 | $374,062 | $0 | $10,000 | $6,981,217 |
| President and Chief Executive Officer | ||||||||
| Caroline Stark Beer | 158,945 | 30,000 | 0 | 5,324,783 | 71,599 | 0 | 7,569 | 5,592,896 |
| Chief Business Officer | ||||||||
| Elena Ridloff | 506,677 | 0 | 0 | 2,085,765 | 254,925 | 0 | 10,000 | 2,857,367 |
| Chief Financial Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Michael Cloonan | $6,981,217 | — | — | — |
| Caroline Stark Beer | 5,592,896 | — | — | — |
| Elena Ridloff | 2,857,367 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Michael Cloonan | Option | 13,853 | 6.11 | — |
| Michael Cloonan | Option | 369,554 | 6.11 | — |
| Michael Cloonan | Option | 356,450 | 18 | — |
| Michael Cloonan | Option | 4,567 | 6.11 | — |
| Michael Cloonan | Option | 81,985 | 6.11 | — |
| Michael Cloonan | Option | 124,941 | 18 | — |
| Caroline Stark Beer | Option | 255,000 | 28.47 | — |
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Pearl Meyer & Partners, LLC |
| Clawback policy | true |
| Anti-hedging | — |
| Anti-pledging | — |
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Annual cash retainer | $40,000 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 16,000 / 12,000 / 9,000 |
| Stock ownership guideline | — |
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Sionna Therapeutics | 2025 | Michael Cloonan | $646,580 | $0 | $5,950,575 | $374,062 | $6,981,217 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Michael Cloonan | DEF 14A | 2026-04-27 | 0001628280-26-027489 | Section “Executive Compensation”. As printed: 6,981,217. Filing ↗machine: r2 · c42 · span 310366–310375 |
| 2 | Section 01, Caroline Stark Beer | DEF 14A | 2026-04-27 | 0001628280-26-027489 | Section “Executive Compensation”. As printed: 5,592,896. Filing ↗machine: r6 · c42 · span 321472–321481 |
| 3 | Section 01, Elena Ridloff | DEF 14A | 2026-04-27 | 0001628280-26-027489 | Section “Executive Compensation”. As printed: 2,857,367. Filing ↗machine: r4 · c42 · span 315958–315967 |
| 4 | Section 07, pay ratio | 10-K | 2026-03-02 | 0001628280-26-012996 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 5 | Sionna Therapeutics (subject), Section 10b CEO total | DEF 14A | 2026-04-27 | 0001628280-26-027489 | CEO total compensation as printed in Sionna Therapeutics's own proxy. As printed: 6,981,217. Filing ↗machine: r2 · c42 · span 310366–310375 |