Diem Nguyen
About Diem Nguyen
Diem Nguyen, Ph.D., M.B.A., is an independent director of Candel Therapeutics (CADL) who has served on the board since July 2021; she is a Class III director with a term expiring at the 2027 annual meeting and is 53 years old . She is currently the Chief Executive Officer of SIGA Technologies (Nasdaq: SIGA) and brings significant biopharma operating and commercial experience, with prior senior roles at Xalud Therapeutics, PPD, and Pfizer; she holds a B.A. in Chemistry, a Ph.D. in Biochemistry and Molecular Genetics, and an M.B.A. from the University of Virginia/Darden . The board has determined she is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xalud Therapeutics (PBM Capital majority-owned) | Chief Executive Officer and Director | Oct 2020 – Jan 2024 | Led a private biotech; governance relevance due to PBM Capital tie . |
| PPD, Inc. | Executive Vice President | Apr 2018 – Apr 2020 | Senior operating role at a global CRO . |
| Pfizer Inc. | Various leadership roles; Global President, Americas, Pfizer Essential Health (last role) | 2008 – Mar 2018 (Global President, Americas Jan 2017 – Mar 2018) | Large-cap biopharma operating/commercial experience . |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| SIGA Technologies (Nasdaq: SIGA) | Chief Executive Officer | Since Jan 2024 | Current public-company CEO role . |
| Verrica Pharmaceuticals (Nasdaq: VRCA) | Director | Current | Interlock: Paul B. Manning (CADL director) is Chairman of Verrica; both sit on Verrica board . |
| Vitara Biomedical, Inc. | Director | Current | Private company board . |
| Children’s Hospital of Philadelphia | Director | Current | Non-profit board . |
Board Governance
- Independence: The board has determined all directors other than the CEO are independent; this includes Dr. Nguyen .
- Board structure: Classified board (3 classes). Dr. Nguyen is Class III (term ends 2027) .
- Committees (2024–2025):
- Audit Committee: Member; audit committee met 4 times in 2024; committee is fully independent; chair is Christopher Martell; audit committee financial expert is Renee Gaeta .
- Compensation Committee: Member during fiscal 2024 (with Paul B. Manning and Joseph C. Papa); the committee met 3 times in 2024. Composition changed for 2025 to Loggia (Chair), Manning, and Papa .
- Nominating & Corporate Governance: Dr. Nguyen is not listed as a member; committee met once in 2024 .
- Attendance: The full board met 16 times in 2024; each director attended at least 75% of combined board and committee meetings during their service period in 2024 .
- Executive sessions/lead independent director: Not disclosed in the proxy excerpts provided.
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | 47,500 | Actual fees per 2024 Director Compensation Table . |
| Board annual retainer (policy) | 35,000 | Policy amount for all non-employee directors . |
| Audit Committee member (policy) | 7,500 | Policy amount; aligns with 2024 audit membership . |
| Compensation Committee member (policy) | 5,000 | Policy amount; aligns with 2024 membership . |
The sum of policy retainers ($35k + $7.5k + $5k) matches Dr. Nguyen’s 2024 cash fee of $47.5k, corroborating committee assignments .
Performance Compensation
| Equity Element | 2024 Grant or Holding | Terms/Notes |
|---|---|---|
| Option Awards (2024, grant-date fair value) | $68,405 | Aggregate grant-date fair value computed per ASC 718 . |
| Outstanding stock options at 12/31/2024 | 56,960 options | Unexercised stock options held as of year-end 2024 . |
| Initial director equity (policy) | 28,480 options | Vests in equal monthly installments over 3 years from grant date . |
| Annual director equity (policy) | 14,240 options | Vests in full at earlier of 1-year anniversary or next annual meeting, subject to service . |
Compensation consultant: The Compensation Committee engages Radford (Aon) and assessed no conflicts of interest .
Other Directorships & Interlocks
- Verrica Pharmaceuticals (VRCA): Dr. Nguyen serves as a director; Paul B. Manning (CADL director) is Chairman of Verrica—creating a board interlock that can facilitate information flow but warrants monitoring for potential conflicts if any transactions arise between related entities .
- PBM Capital connections: Dr. Nguyen previously led Xalud Therapeutics, a PBM Capital majority-owned company; Paul B. Manning is CEO of PBM Capital and a director of CADL, representing another network linkage (no specific CADL related-party transaction disclosed) .
Expertise & Qualifications
- Education: B.A. in Chemistry (Biochemistry specialization), Ph.D. in Biochemistry and Molecular Genetics, and M.B.A. in General Management (all University of Virginia/Darden) .
- Domain expertise: Extensive pharmaceutical and biotech operating and commercial leadership at Pfizer, PPD, Xalud, and SIGA; relevant to oversight of clinical, regulatory, and commercialization strategies .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Diem Nguyen, Ph.D., M.B.A. | 81,200 | <1% | As of April 21, 2025; includes shares acquirable within 60 days per SEC rules . |
| Unexercised stock options (12/31/2024) | 56,960 | — | Option count per director holdings table . |
- Hedging/derivatives/short sales: Company policy expressly prohibits short sales and derivative/hedging transactions for directors, officers, and employees; the policy discusses risks associated with margin/pledged securities but the prohibition specified applies to short sales and hedging/derivative transactions .
- Pledging: No pledging disclosure specific to Dr. Nguyen; policy notes risks of pledged or margined securities generally .
Governance Assessment
-
Positives
- Independent director with multi-committee exposure; currently on Audit (4 meetings in 2024) and served on Compensation during 2024, enhancing oversight breadth .
- Solid engagement: Board met 16 times in 2024; all directors, including Dr. Nguyen, attended at least 75% of combined board/committee meetings .
- Strong operating background (current SIGA CEO; prior PPD/Pfizer senior roles) supports board effectiveness in clinical/commercial governance .
- Director pay is modest and primarily at-risk via options; cash fees align with published retainers and committee roles, indicating standard, non-excessive director pay practice .
- Compensation Committee uses independent consultant (Radford) with no identified conflicts; supports sound pay governance .
- Board affirms director independence (other than CEO), including committee independence; Audit designates a financial expert (Gaeta) .
-
Watch items / potential red flags
- Network interlocks: Overlap via Verrica board with Paul B. Manning and prior leadership at PBM Capital–owned Xalud while Manning is PBM Capital CEO and CADL director; while no related-party transactions are disclosed and independence is affirmed, these ties warrant monitoring for perceived conflicts should any transactions arise involving PBM-affiliated entities .
- Committee rotation: Dr. Nguyen was on Compensation Committee in 2024, but not listed for 2025; investors may ask about rationale and continuity in compensation oversight, though the committee remained independent and met 3 times in 2024 .
- Hedging policy is strong (prohibits short sales/derivatives/hedging), but pledging is discussed as a risk rather than explicitly prohibited in the quoted policy language; lack of explicit pledging ban can be a governance preference consideration for some investors .
-
Disclosures with no identified issues
- Legal proceedings: None material for directors, including Dr. Nguyen, as disclosed .
- Related-party transactions: Policy requires Audit Committee approval; no Dr. Nguyen–specific related-party transactions disclosed in the provided excerpts .
- Say-on-pay results, director ownership guidelines, and insider Form 4 activity: Not disclosed in the provided excerpts; no claims made.