Sandra Gardiner
About Sandra Gardiner
Sandra Gardiner (age 60) has served on Adagio Medical Holdings, Inc.’s Board since August 2024 and is the Audit Committee Chair and a Board-designated audit committee financial expert; the Board affirms her independence under Nasdaq rules . She is a partner at FLG Partners (since March 2025) and previously held CFO/EVP roles at Pulse Biosciences (2019–2022) and Cutera (2017–2019); she holds a B.A. in Management Economics from UC Davis .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pulse Biosciences, Inc. (Nasdaq: PLSE) | Chief Financial Officer; EVP Finance & Administration; Secretary & Treasurer | Nov 2019 – Nov 2022 | Senior finance leadership in medical devices |
| Cutera, Inc. (Nasdaq: CUTR) | EVP & Chief Financial Officer | Dec 2017 – Nov 2019 | Public company CFO; capital markets and operations |
| Various companies | Chief Financial Officer roles (domestic/global) | Prior to 2017 | Broad CFO experience across life sciences |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FLG Partners | Partner | Since Mar 2025 | Serves in executive capacity to various companies |
| Lucira Health, Inc. (Nasdaq: LHDX) | Director | Aug 2020 – Feb 2023 | Prior public company directorship |
Board Governance
- Independence: The Board determined Gardiner is independent under Nasdaq rules and also independent for Audit Committee service .
- Financial expert: The Board designated Gardiner as an “audit committee financial expert” under SEC rules .
- Committee work: Audit Committee Chair; not listed on Compensation or Nominating committees .
- Attendance: Board met 5 times; each director attended at least 75% of Board and committee meetings for their service period .
- Audit Committee compliance: Company disclosed non-compliance with Nasdaq Listing Rule 5605 after a member’s resignation; options under evaluation (red flag until resolved) .
| Governance Element | Detail |
|---|---|
| Board meetings in last fiscal year | 5 |
| Gardiner attendance | ≥75% of Board/committee meetings during her service period |
| Audit Committee membership | Sandra Gardiner (Chair); Timothy Moran (Member) |
| Audit Committee meetings (FY 2024) | 2 |
| Compensation Committee membership | Orly Mishan (Member); Timothy Moran (Chair) |
| Compensation Committee meetings (FY 2024) | 2 |
| Nominating & Corporate Governance Committee | Keyvan Mirsaeedi-Farahani (Chair); Orly Mishan; James L. Cox |
| Nominating Committee meetings (FY 2024) | — (not listed) |
| Independence determination | Board affirmed Gardiner’s independence |
| Audit Committee financial expert | Gardiner qualifies under SEC rules |
| Audit Committee compliance status | Non-compliant with Nasdaq Rule 5605 pending remediation (red flag) |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees earned (cash) – 2024 | $15,000 | Prorated post–Business Combination (paid in 2025) |
| Annual base retainer (non-employee directors) | $40,000 | Payable quarterly, adopted Mar 2025 |
| Audit Committee Chair retainer | $20,000 | Annual, adopted Mar 2025 |
| Audit Committee member retainer (non-chair) | $10,000 | Annual, adopted Mar 2025 |
| Compensation Committee Chair/member | $13,000 / $7,000 | Annual, adopted Mar 2025 |
| Nominating Committee Chair/member | $10,000 / $5,000 | Annual, adopted Mar 2025 |
| Expense reimbursement | Ordinary meeting expenses reimbursed | Standard director policy |
Performance Compensation
- Director equity program (time-based; no performance metrics): Adopted Mar 2025; non-employee directors receive initial options to purchase 90,000 shares vesting in equal monthly installments over 3 years, plus annual options of 30,000 shares vesting over 1 year; exercise price at fair market value on grant date; options exercisable during service and for 1 year post-service, max 10-year term; Board Chair receives larger grants (not applicable to Gardiner) .
| Equity Component | Grant Size | Vesting | Term/Exercise |
|---|---|---|---|
| Initial option (non-employee director) | 90,000 shares | Equal monthly over 3 years | FMV exercise price; exercisable during service and 1 year post; ≤10 years |
| Annual option (non-employee director) | 30,000 shares | Equal monthly over 1 year | Same terms as above |
| Board Chair initial/annual options | 300,000 / 100,000 shares | Equal monthly over 3 years / 1 year | Chair-specific; not applicable to Gardiner |
Note: ADGM’s proxy does not disclose director performance metrics tied to equity or cash compensation; director awards are service- and time-based, not linked to KPIs (e.g., EBITDA/TSR) .
Other Directorships & Interlocks
| Category | Company | Role | Tenure | Notes |
|---|---|---|---|---|
| Prior public board | Lucira Health, Inc. (Nasdaq: LHDX) | Director | Aug 2020 – Feb 2023 | Healthcare diagnostics; no current ADGM interlock disclosed |
| Current public boards | — | — | — | No current public company directorships disclosed for Gardiner in ADGM proxy |
| Private/non-profit/academic | — | — | — | Not disclosed in ADGM proxy |
Expertise & Qualifications
- Finance and audit: Former public company CFO; designated audit committee financial expert; meets Nasdaq financial literacy requirements .
- Life sciences and devices: Decades of sector experience across operations and finance (Pulse Biosciences; Cutera; broader CFO roles) .
- Education: B.A. in Management Economics, University of California, Davis .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition |
|---|---|---|---|
| Sandra Gardiner | 40,000 | <1% | Options exercisable within 60 days of Oct 24, 2025 |
- Hedging/pledging: Company policy prohibits short sales, options, hedging transactions, margin accounts and other speculative transactions in company equity for directors .
- Ownership guidelines: Compensation Committee monitors compliance with any stock ownership guidelines, but specific director guidelines are not disclosed in the proxy .
Governance Assessment
- Independence and expertise: Gardiner strengthens Board oversight as an independent director and audit committee financial expert, enhancing financial reporting and controls oversight .
- Attendance and engagement: Met the ≥75% attendance threshold; Board held five meetings, with executive sessions regularly scheduled, supporting independent oversight .
- Audit Committee leadership with compliance caveat: As Audit Chair, Gardiner oversees auditor selection, internal controls, disclosure controls, and related-party reviews; however, the Audit Committee disclosed Nasdaq Rule 5605 non-compliance post-resignation, a near-term governance red flag until remediated .
- Compensation alignment: Director cash retainers are modest and equity grants are time-based; absence of performance-linked director pay limits direct pay-for-performance signaling but aligns via equity exposure .
- Ownership alignment: Gardiner’s current beneficial ownership is limited (<1%), though option exposure provides some alignment; hedging/pledging prohibited, supporting alignment .
- Environmental governance context: Highly concentrated ownership by entities affiliated with Perceptive Advisors (57.55%) and other PIPE participants may influence governance dynamics; no specific conflicts tied to Gardiner disclosed, but sponsor influence warrants monitoring .
RED FLAGS
- Audit Committee non-compliance with Nasdaq Listing Rule 5605 pending remediation (committee composition) .
- Concentrated shareholder influence by Perceptive Advisors and PIPE investors could pressure board independence in practice (contextual risk; not Gardiner-specific) .
Not disclosed/Not applicable
- Director-specific stock ownership guideline multiples; director-specific performance metrics tied to compensation; related-party transactions involving Gardiner; insider trading activity (Form 4) not included in proxy .