Nicolette Sherman

About Nicolette Sherman

Cabaletta Bio’s Chief Human Resources Officer since November 2024, Sherman brings nearly two decades of HR leadership across biotech and pharma, previously serving as CHRO at Certara and at Oyster Point Pharma, with earlier leadership roles at Sanofi, Schering‑Plough, AT&T, and Prudential; she holds master’s degrees in Human Resource Management (Rutgers) and Political Science (University of Delaware) and a B.A. in Government (Lehigh) **[https://www.cabalettabio.com/about/leadership-team#:~:text=Before%20that%2C%20she%20served%20as]**​. Cabaletta is pre‑revenue and emphasized that net income is not a pay metric; the company’s Pay‑vs‑Performance table shows TSR moving from $245.41 (2023) to $24.54 (2024) and no revenue, highlighting clinical-stage volatility during the period bracketing Sherman’s arrival . In 2025, Cabaletta expanded then rationalized headcount amid RESET program scaling, with rising personnel spend and severance costs noted in G&A, placing heightened importance on HR execution and retention under Sherman .

Past Roles

External Roles

No public company directorships or committee roles disclosed for Sherman .

Fixed Compensation

• CHRO (Sherman): Base salary and target bonus not disclosed in the proxy or 8‑K filings; CHRO is not a Named Executive Officer in 2024/2025 disclosures .

Performance Compensation

• No performance share units (PSUs) or RSUs disclosed for executives; equity incentives are options-based in recent years .

Equity Ownership & Alignment

• Individual ownership: Sherman is not listed among “Principal Stockholders” and is not a director/NEO; her beneficial ownership is not individually disclosed in the 2025 proxy .
• Pledging/Hedging: Insider trading policy prohibits short sales, pledging, and derivative transactions (puts/calls) without audit committee approval; use as collateral in margin accounts and pledging are prohibited, reducing misalignment risk .
• Clawback: Dodd‑Frank‑compliant Compensation Recovery Policy adopted Sept 12, 2023; applies to current/former executive officers (including CHRO); requires recovery of excess incentive‑based comp upon a restatement (3‑year lookback) .
• Equity plan capacity (Dec 31, 2024): 11,231,148 options outstanding (WAE $10.63); 1,693,564 shares available for future issuance under plans, indicating moderate equity overhang typical in clinical‑stage biotech .

Employment Terms

• CHRO (Sherman): No individual employment agreement, severance, or change‑of‑control terms were disclosed in the proxy or 8‑K filings .
• Company practice (for context, NEOs’ contracts):
  • At‑will employment across executives .
  • CEO severance: If terminated without cause/for good reason outside CoC period: 12 months base + up to 12 months COBRA; within CoC period: 1.5x (base + target bonus) over 18 months + 18 months COBRA + full acceleration of equity; unique “chairperson dissatisfaction” good‑reason concept can trigger acceleration outside CoC .
  • Other NEOs (Binder/Chang): If terminated without cause/for good reason outside CoC: 9 months base + up to 9 months COBRA; within CoC: 1.0x (base + target bonus) over 12 months + 12 months COBRA + full acceleration of time‑based equity .

Operating Context for HR (Retention and Scaling Signals)

• Leadership roster confirms Sherman as CHRO in 2025 corporate materials .

Compensation Committee & Governance (Company-level Signals)

• Compensation Committee uses Radford (Aon) as independent consultant; benchmarks pay and advises on executive/director compensation .
• Clawback policy (adopted 2023) and strict insider policy (no hedging/pledging) strengthen pay‑for‑performance and alignment controls .
• 2025 introduced Say‑on‑Pay and Say‑on‑Frequency (board recommends annual vote), indicating increasing responsiveness to shareholder feedback as the company exited EGC status .

Investment Implications

• Retention and hiring execution are critical alpha levers: 2025 staffing expansion to support multi‑indication rese‑cel trials, followed by headcount reduction and severance, signals active workforce optimization and potential retention risk; Sherman’s prior experience building scalable HR systems is directly relevant to stabilizing and aligning the organization through registrational build‑out .
• Alignment risk appears mitigated by governance: company‑wide clawback policy and prohibitions on pledging/hedging reduce adverse incentive behaviors; however, absence of disclosed executive ownership guidelines and lack of individual CHRO ownership disclosure limit “skin‑in‑the‑game” visibility for investors .
• Pay program design is largely options‑based with time‑based vesting for executives, creating predictable vesting‑driven supply but without near‑term PSU/TSR‑linked performance equity; cash bonuses are tied to clinical, operational, and culture objectives (108% company achievement in 2024), emphasizing execution milestones over financial metrics given pre‑revenue status .
• Macro context for tenure assessment: TSR volatility in 2023–2024 and ongoing net losses reflect the clinical‑stage profile; HR leadership will be a key enabler of clinical operations, manufacturing scale‑up (Lonza/Minaris relationships), and eventual commercialization readiness, all of which intersect with talent attraction/retention in scarce CAR‑T skill pools .

Data limitations: As CHRO, Sherman is not a Named Executive Officer in 2024/2025 disclosures; her specific compensation, equity grants, ownership, severance, and CoC terms are not disclosed in the latest proxy or 8‑K filings. Company‑level compensation policies and NEO contracts are provided for context and should not be assumed to apply to Sherman unless subsequently disclosed .