Paul B. Manning
About Paul B. Manning
Independent director (Class II) at Candel Therapeutics (CADL) since 2018; currently Chair of the Board. Age 69 as of April 29, 2025; B.S. in Microbiology from the University of Massachusetts; 30+ years operating and investing experience in healthcare as CEO of PBM Capital Group, LLC (founded 2010) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PBM Capital Group, LLC | Chief Executive Officer | 2010–present | Founder of healthcare/life-sciences PE; influences boardroom perspective on capital allocation and biotech governance . |
| AveXis, Inc. | Director | 2014–2018 | Gene therapy board experience; pre-acquisition strategic oversight . |
| Dova Pharmaceuticals, Inc. | Director | 2016–2019 | Biopharma governance and M&A transition experience . |
External Roles
| Organization | Role | Tenure | Notes / Interlocks |
|---|---|---|---|
| Verrica Pharmaceuticals (VRCA) | Chairman of the Board | Current | Interlock: Candel director Diem Nguyen also serves on Verrica’s board, indicating information flow/network overlap . |
| Liquidia Corporation (LQDA) | Director | Current | Pulmonary drug delivery; capital markets and regulatory exposure . |
| Taysha Gene Therapies (TSHA) | Director | Current | Gene therapy expertise; clinical development oversight . |
Board Governance
- Status: Independent director under Nasdaq and SEC rules; board determined all non-employee directors (including Manning) are independent; CEO Paul Peter Tak is not independent .
- Board leadership: Manning is Chair of the Board; CEO and Chair roles are separated, enhancing oversight .
- Committee assignments:
- Compensation Committee: Member; chaired by Nicoletta Loggia; met 3 times in FY2024 .
- Audit Committee: Not a member; audit met 4 times in FY2024 .
- Nominating & Corporate Governance Committee: Not a member; committee met once in FY2024 .
- Attendance: Board met 16 times in 2024; each director attended or participated in ≥75% of aggregate board and relevant committee meetings .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Cash Fees (Retainer + Chair + Committee) ($) | $70,000 | $70,000 |
| Policy components (annual) | Board retainer: $35,000; Non-executive chair add’l: $30,000; Compensation Committee member: $5,000 (illustrative member fees); aligns to $70,000 total |
Policy detail: Non-employee director fees per policy—Board: $35,000; Chair add’l: $30,000; Audit: Chair $15,000/Members $7,500; Compensation: Chair $10,000/Members $5,000; Nominating: Chair $8,000/Members $4,000 .
Performance Compensation
| Equity Award Structure | Grant Size | Vesting | Valuation Indicator |
|---|---|---|---|
| Initial non-employee director option | 28,480 options | Monthly over 3 years | Fair market value at grant; ASC 718 accounting |
| Annual non-employee director option | 14,240 options | Vests at earlier of 1-year anniversary or next annual meeting | Fair market value at grant; ASC 718 accounting |
| 2024 Option Award (fair value) | — | — | $68,405 (Manning) |
No performance-linked metrics (TSR/EBITDA/ESG) disclosed for director equity; awards are time-based options under the non-employee director policy .
Other Directorships & Interlocks
| Counterparty | Type | Interlock/Overlap | Potential Conflict Consideration |
|---|---|---|---|
| Verrica Pharmaceuticals (VRCA) | Customer/Supplier/Peer: Biopharma | Manning (Chair) and Diem Nguyen (Candel director) both on VRCA board | Network interlock could influence information flow; independence maintained per board determination . |
| PBM Capital portfolio links | Investor | Martell previously Partner at PBM Capital; Nguyen previously CEO of PBM majority-owned Xalud Therapeutics | Multiple PBM-affiliated relationships on Candel’s board; audit/related party policy in place . |
Expertise & Qualifications
- Healthcare investing/operator experience; 30-year track record in life sciences, capital formation, portfolio governance .
- Microbiology academic background; biotech domain fluency .
- Chair experience across public biopharma boards; compensation oversight experience as Candel Compensation Committee member .
Equity Ownership
| As of April 21, 2025 | Shares | % of Outstanding |
|---|---|---|
| Paul B. Manning total beneficial ownership | 5,366,036 | 10.6% |
| Breakdown (footnote) | Amount | Notes |
|---|---|---|
| Paul & Diane Manning (JTWROS) | 1,681,000 | Direct common |
| Paul B. Manning Revocable Trust | 1,142,406 common + 642,406 warrants | Warrants exercisable within 60 days of 12/31/2021 (legacy footnote context) |
| BKB Growth Investments, LLC | 1,303,752 common + 553,752 warrants | Manning co-manager of Tiger Lily Capital, manager of BKB; shared voting/disposition |
| Options exercisable within 60 days (as of 4/21/2025) | 42,720 | Director options within 60 days |
| Non-employee director options outstanding (12/31/2024) | 28,480 | Year-end outstanding option count |
- Ownership guidelines/pledging: No director ownership guidelines disclosed; company insider trading policy prohibits short sales and derivative hedging; pledging discussed as risk but not explicitly prohibited; no pledging by Manning disclosed .
Governance Assessment
- Strengths: Independent chair structure with CEO/Chair separation supports oversight ; Manning independent under Nasdaq/SEC rules ; board/committee activity robust in 2024 (board 16 meetings; compensation met 3x; audit 4x; nominating 1x) with ≥75% attendance .
- Alignment: Significant ownership (10.6%) aligns interests with shareholders; option-based director equity vests over time, promoting continuity .
- Controls/Policies: Independent compensation consultant (Radford) engaged; committee assessed consultant independence; clawback policy compliant with SEC/Nasdaq (3-year lookback on restatements) .
- Watch Items and potential conflicts (highlight for monitoring): PBM-linked interlocks—Manning (PBM Capital CEO), Martell previously PBM Partner, Nguyen prior CEO of a PBM majority-owned company—may increase influence concentration; however, board independence affirmed and related-party transaction policy assigns audit committee pre-approval/oversight .
- Director pay mix: As Chair, Manning’s cash fees align precisely with policy (Board retainer $35k + Chair $30k + Committee $5k); equity awards shifted materially YoY ($13,186 in 2023 to $68,405 in 2024), driven by grant valuation/structure under policy—monitor consistency vs peers for pay inflation .
- Hedging/Pledging: Hedging prohibited; no pledging disclosed—maintain oversight given large stake and warrant holdings .
No related-party transactions with Manning reported for 2023–2024 in the proxy’s “Certain Relationships and Related Party Transactions”; policy requires audit committee approval for any such transactions >$120,000 .