Christopher Martell

About Christopher Martell

Independent Class III Director at Candel Therapeutics (CADL) since November 2018; age 46 as of April 29, 2025. Former J.P. Morgan healthcare M&A managing director (18-year career), ex-Partner at PBM Capital (2018). Yale University B.A. in Ethics, Politics and Economics. Currently serves as Audit Committee Chair; the board class term expires at the 2027 annual meeting.

Past Roles

External Roles

Board Governance

• Independence: Board determined all directors except the CEO (Tak) are independent under Nasdaq/SEC standards; includes non-employee directors affiliated with major stockholders .
• Attendance: Board met 16 times in 2024; each director attended at least 75% of board and applicable committee meetings; six directors attended the prior annual meeting .

Fixed Compensation

Non‑employee director compensation policy (structure):

• Board annual cash retainer: $35,000; Audit Chair: $15,000; Audit Member: $7,500; Compensation Chair: $10,000; Compensation Member: $5,000; Nominating & Governance Chair: $8,000; Nominating & Governance Member: $4,000 .
• Initial equity: Option to purchase 28,480 shares; vests in equal monthly installments over 3 years .
• Annual equity: Option to purchase 14,240 shares; vests in full on earlier of first anniversary or next annual meeting .

Performance Compensation

Other Directorships & Interlocks

• Compensation Committee Interlocks: None; no executive officer interlocks reported for 2024 .

Expertise & Qualifications

• Financial and transactional expertise from 18 years at J.P. Morgan leading healthcare M&A, IPOs, and financing transactions; Yale B.A. .
• Governance experience as Audit Committee Chair; however, the designated audit committee financial expert is Renee Gaeta, not Martell .
• Board determined independence (Nasdaq/SEC) and compliance with committee independence requirements .

Equity Ownership

• Footnote disclosure: Martell disclaims beneficial ownership of GTAM1 2012 ADV LLC shares, GTAM1 2012 Trust warrants, and GTAM1 2012 LLC shares, except for his beneficial ownership in the options exercisable within 60 days (75,268) .
• Trading/hedging policy: Company policy prohibits short sales and derivative/hedging transactions in Company stock by directors; acknowledges risks of margin/pledged securities (policy language highlights risk; not an explicit prohibition on pledging) .

Governance Assessment

• Strengths

  • Independent director and Audit Committee Chair with active oversight; audit committee met four times in 2024, issued report recommending inclusion of audited financials in Form 10-K .
  • Demonstrated attendance: board met 16 times; all directors met the 75%+ attendance threshold, indicating engagement .
  • Compensation mix shows equity alignment: annual non-employee director option grants; Martell’s 2024 mix was $54,000 cash and $68,405 option value, aligning incentives with shareholders .
  • Compensation committee independence and use of an independent consultant (Radford); no interlocks reported .
  • Company maintains a clawback policy for executive incentive compensation tied to financial reporting measures, reinforcing broader governance ethos .

• Watch items / potential red flags

  • Affiliation with GTAM1 entities holding CADL shares and warrants; while he disclaims beneficial ownership (other than 75,268 options), the optics of associated holdings warrant monitoring for related‑party review rigor and recusals as appropriate .
  • Audit committee “financial expert” designation is assigned to another member (Gaeta), not to the chair; ensure committee skills are balanced in practice .
  • Nominating & Governance Committee met once in 2024; although not uncommon for small-cap biotechs, limited meeting cadence can constrain governance refresh processes .

• Context on director pay trend

  • Option award fair value increased from $14,240 (2022) to $68,405 (2024), partly reflecting higher Black-Scholes valuation inputs and the standardized annual option grant program (14,240 options) .

Director Compensation (Detail)

Equity Grant Structure (Non-Employee Directors)

Other Directorships & Interlocks

Independence, Attendance & Engagement

• Independent director (board determination under Nasdaq/SEC rules) .
• Board attendance: all directors attended ≥75% of board and relevant committee meetings in 2024; board met 16 times .
• Audit committee independent; reviews related-person transactions; approves audit/non-audit services; oversees ICFR and earnings releases .

Related-Party Exposure & Controls

• Related person transaction approval: policy requires audit committee approval for transactions >$120,000 involving directors/5% holders and their immediate family members .
• Affiliated holdings (via GTAM1 entities and trust) are disclosed with disclaimers; audit committee is charged with reviewing related person transactions .

Expertise & Qualifications

• Finance/M&A expertise from senior investment banking roles; broad transaction experience across healthcare subsectors (med device, tools/diagnostics, pharma, biotech); Yale B.A. .
• Governance: Audit Chair; committee independence maintained; designated financial expert on the audit committee is Renee Gaeta .

Equity Ownership (Alignment)

• 794,296 shares beneficially owned (1.6%); includes 75,268 options exercisable within 60 days; affiliated entities hold additional shares/warrants; Martell disclaims beneficial ownership over affiliated entity holdings (except the options) .
• Unexercised stock options outstanding as of 12/31/2024: 61,028 .

Governance Assessment

• Overall, Martell brings strong capital markets and M&A expertise and serves as an independent Audit Chair with active committee activity; attendance thresholds were met. Equity-heavy director compensation supports alignment. Monitor optics and process integrity given affiliated entity holdings and ensure robust related‑party oversight and recusals when warranted.