Francesca Barone
About Francesca Barone
Francesca Barone, M.D., Ph.D., is Chief Scientific Officer at Candel Therapeutics (since February 2022), age 48 as of April 29, 2025, with prior roles as VP/Head of Research (Nov 2020–Feb 2022) and leadership in experimental medicine and discovery at Candel; she holds an M.D. (cum laude) from Sapienza University of Rome, trained as a rheumatologist, and a Ph.D. from King’s College London . During her tenure, Candel reported positive clinical updates in glioblastoma (CAN-3110) with survival in individual patients exceeding historical benchmarks and ongoing plans toward a pivotal design, where Dr. Barone provided scientific commentary supporting the program’s potential .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Candel Therapeutics | VP, Head of Research | Nov 2020 – Feb 2022 | Led experimental medicine/discovery and biomarker integration; designed novel discovery platform . |
| Kintai Therapeutics (Flagship) → merged into Senda Biosciences | VP, Head of Experimental Medicine | May 2019 – Nov 2021 | Built experimental medicine function through merger; translational strategy . |
| University of Birmingham (UK) | Reader (Associate Professor) in Experimental Rheumatology; Academic Director of Business Engagement; Director, Immuno-phenotyping Labs | Feb 2010 – Dec 2019 | Extensive publications, fellowships, and industry collaborations; translational immunology leadership . |
External Roles
No public-company directorships or committee roles disclosed for Dr. Barone in the 2024 or 2025 proxy materials .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 413,005 | 443,303 |
| Stock Awards ($) | 110,534 | — |
| Option Awards ($) | 89,577 | — |
| Non-Equity Plan Compensation ($) | 80,560 (annual bonus) | 269,119 (includes $80,560 tied to Dec 2024 offering completion) |
| All Other Compensation ($) | 13,200 (401k match) | 13,800 (401k match) |
| Total ($) | 706,876 | 726,222 |
Notes
- CADL operates a pay-for-performance program with base salary, annual bonus, and equity (options/RSUs) for NEOs . In 2024, Dr. Barone did not receive new stock or option awards per the Summary Compensation Table .
Performance Compensation
| Element | Target | Weighting | Performance Metric(s) | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (2023) | 40% of salary | Company and individual goals | Corporate milestones (achieved 80% of goals) | $80,560 (paid in 2024) | Cash, paid following year |
| Annual Cash Bonus (2024) | Not disclosed | Company and individual goals; includes special offering-related bonus | Bonus includes $80,560 tied to Dec 2024 offering completion | $269,119 total (paid in 2025) | Cash, paid following year |
Additional governance
- Clawback: SEC/Nasdaq-compliant compensation recovery policy filed as Exhibit 97.1 to 2024 10-K; applies to incentive-based compensation upon restatement due to material noncompliance .
Equity Ownership & Alignment
| As-of Date | Shares Beneficially Owned | % of Outstanding | Source/Notes |
|---|---|---|---|
| May 15, 2024 | 199,348 | <1% | Includes shares and options exercisable within 60 days (base: 29,756,005 shares) . |
| April 21, 2025 | 246,931 | <1% | Based on 49,269,668 shares outstanding . |
- Hedging/derivatives, short sales, pledging, and margin use by insiders are expressly prohibited under the Insider Trading Policy (included in the 2024 10-K as Exhibit 19.1) . The 2025 proxy reiterates prohibitions and insider trading policy framework .
- Executive stock ownership guidelines: the company stated in 2024 it does not have formal executive ownership guidelines; relies on equity grants to align interests .
Equity Detail and Vesting Schedules (as of 12/31/2024)
| Grant/Instrument | Quantity/Status | Exercise Price | Expiration | Vesting Terms |
|---|---|---|---|---|
| Stock Option (12/30/2020) | 48,822 exercisable; — unexercisable | $1.55 | 12/30/2030 | 25% vested 12/30/2021; remainder in 12 equal quarterly installments . |
| Stock Option (2/3/2022) | 28,333 exercisable; 11,667 unexercisable | $4.06 | 2/2/2032 | 48 equal monthly installments over 4 years from 2/3/2022 . |
| Stock Option (2/28/2022) | 25,208 exercisable; 11,459 unexercisable | $4.12 | 2/28/2032 | 48 equal monthly installments from 2/28/2022 . |
| Stock Option (4/28/2023) | 37,500 exercisable; 52,500 unexercisable | $1.29 | 4/28/2033 | 48 equal monthly installments from 4/28/2023 . |
| RSUs (11/28/2022) | Historical: 45,438; vesting completed 50% on 11/28/2023 and 50% on 11/28/2024 | — | — | Time-based tranches; now fully vested by 12/31/2024 . |
| RSUs (11/26/2023) | 56,395 unvested at 12/31/2024 (FV $489,509 at $8.68) | — | — | 50% vested Jan 7, 2025; 50% vested Jan 14, 2025 . |
Implications for supply/pressure
- The January 2025 RSU vesting created near-term incremental free-trading supply potential (subject to trading window/10b5-1), which can coincide with post-vesting selling activity for tax/liquidity needs .
Employment Terms
| Scenario | Cash Severance | Benefits | Equity Treatment | Notes |
|---|---|---|---|---|
| Termination without Cause or Resignation for Good Reason (outside CoC window) | 9 months of base salary plus target bonus for then-current year, paid over 9 months (offset by restrictive covenant payments) | Company-paid portion of COBRA premiums up to 9 months (or earlier upon eligibility/COBRA end), or payroll equivalent if needed to avoid legal issues | Standard vesting continues only as per plan (no acceleration) unless otherwise specified | Requires release within 60 days . |
| Termination without Cause or Good Reason within one month prior to or 12 months post-Change in Control (double trigger) | Same as above structure (9 months base + target bonus) | Same COBRA approach up to 9 months | Full acceleration of all time-based equity awards | Double-trigger vesting acceleration . |
- No tax gross-up provisions disclosed for Dr. Barone; standard clawback applies company-wide .
- Rule 10b5-1 plans may be utilized by officers for trading; trades must comply with policy and pre-clearance (outside 10b5-1) .
Say-on-Pay, Peer Group, and Compensation Governance
- Emerging Growth Company: CADL is not required to conduct say‑on‑pay votes; therefore, no historical say‑on‑pay approval percentages are provided .
- Compensation consultant: Radford (Aon) engaged by the Compensation Committee; independence assessed with no conflicts reported .
- Compensation Committee (2024): Nicoletta Loggia (Chair), Paul B. Manning, Joseph C. Papa; all independent .
- Compensation philosophy: base salary, annual bonus, and equity; details of executive peer group composition and target percentile were not disclosed in the proxies reviewed .
Performance & Track Record
- Program momentum: During 2025, the company announced updated survival data and mechanistic findings for CAN‑3110 in recurrent high‑grade glioma; Dr. Barone emphasized the potential to reprogram the tumor microenvironment and exceed historical survival benchmarks .
- Regulatory/designation milestones and program updates were disclosed across 2025 company communications, supporting ongoing development plans (e.g., RMAT, orphan designations referenced at the company level) .
Compensation Structure Analysis
- Mix shift: From 2023 to 2024, Dr. Barone’s compensation shifted toward cash (no new stock/option grants in 2024), with total comp modestly up due to higher base and a larger non‑equity bonus that included a special offering‑related payment .
- Pay‑for‑performance: 2023 bonuses were based on achieving 80% of corporate goals with target bonus of 40% of salary; 2024 bonuses reflected corporate/individual goals plus a financing-related component, reinforcing milestone-linked cash compensation .
- Equity design: Outstanding options for Dr. Barone are predominantly time‑based monthly vesting (48-month schedules), aligning retention incentives with continuity of service; RSU cadence created a concentrated vest event in January 2025 .
Risk Indicators & Policies
- Prohibitions: Hedging, short sales, pledging, and margin arrangements are prohibited to maintain alignment and reduce forced-sale risk .
- Clawback: Restatement-triggered recovery policy applies to incentive‑based compensation for current/former executive officers .
- Related party/other red flags: None specific to Dr. Barone were disclosed in the reviewed filings .
Equity Ownership & Alignment (Additional Detail)
| Item | Status |
|---|---|
| Beneficial Ownership | 246,931 shares as of April 21, 2025; <1% . |
| Vested vs. Unvested | Options vest monthly; RSUs from Nov 2023 fully vested in Jan 2025 . |
| Options (ITM potential) | Multiple strikes ($1.55, $4.06, $4.12, $1.29); exercisability increases monthly . |
| Pledging/Hedging | Prohibited . |
| Ownership Guidelines | No formal executive ownership guidelines disclosed in 2024 proxy . |
Insider Trading Activity and Selling Pressure
- Form 4 data was not included in the company filings searched; however, near‑term selling pressure is most likely around large RSU vest dates (Jan 7 and Jan 14, 2025), subject to trading windows/10b5‑1 plans and pre‑clearance requirements .
Investment Implications
- Alignment: Strong retention incentives via multi‑year, monthly‑vesting options and explicit prohibitions on hedging/pledging support long‑term alignment; absence of ownership guidelines is a neutral factor offset by material equity holdings and vesting structure .
- Retention risk: Cash-heavy 2024 compensation (no new equity awards) could modestly increase medium‑term retention risk if not offset by future equity refreshers; double‑trigger CoC acceleration provides downside protection but is less generous than CEO economics (9 months vs. CEO’s higher CoC multiple), implying balanced but not excessive parachute terms .
- Trading signals: The January 2025 RSU vest events created potential supply; monitor for any 10b5‑1 plan‑driven sales and option exercises around trading windows to gauge realized liquidity needs; policy constraints reduce forced‑sale risks from margin/pledging .
- Execution/Value: Scientific leadership and program communications by Dr. Barone coincide with encouraging clinical updates in glioblastoma, a key value driver, though timelines and pivotal design maturation remain ahead; continued data readouts are the primary catalysts, not compensation structure per se .