Renee Gaeta
About Renee Gaeta
Independent director at Candel Therapeutics (CADL) since August 2022; age 44. Former CFO at Shockwave Medical (Feb–Jun 2024), Eko Devices (2021–2024), and Establishment Labs (2017–2021); earlier VP & Corporate Controller at Sientra and Advisory Director at KPMG. B.S. in Accounting (cum laude) from Loyola Marymount University; Certified Public Accountant (California). Recognized as the Board’s “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shockwave Medical (Nasdaq: SWAV) | Chief Financial Officer | Feb 2024–Jun 2024 | CFO through acquisition by Johnson & Johnson |
| Eko Devices (Private) | Chief Financial Officer | Jul 2021–Feb 2024 | Led finance in cardiopulmonary digital health |
| Establishment Labs Holdings (Public) | Chief Financial Officer | Jul 2017–Jul 2021 | Aesthetic medtech CFO |
| Sientra (Public) | VP & Corporate Controller | Aug 2014–Jun 2017 | Executive team; led finance |
| KPMG LLP | Advisory Director, Transactions & Restructuring | 2004–2014 | Transactions and restructuring expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SeaSpine Holdings (Nasdaq: SPNE) | Director | Feb 2019–Jan 2023 | Company acquired by Orthofix Medical (Nasdaq: OFIX) |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Gaeta is independent under Nasdaq and SEC rules.
- Committees: Audit Committee member; Audit Committee chaired by Christopher Martell; Gaeta designated as “audit committee financial expert.” Audit Committee met 4 times in 2024.
- Other committees: Compensation Committee (Loggia, Manning, Papa; chaired by Loggia) met 3 times; Nominating & Corporate Governance (Benz (Chair), Loggia, Martell, Nabel) met once.
- Attendance: Board met 16 times in 2024; each director attended ≥75% of Board and assigned committee meetings.
- Board leadership: Chair is Paul B. Manning (non-executive).
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Annual Board Cash Retainer | $35,000 | Non-employee director policy |
| Audit Committee Member Fee | $7,500 | Per member |
| Fees Earned (Gaeta actual) | $42,500 | Matches board + audit member fees |
| Meeting Fees | None disclosed | Policy does not include meeting fees |
Policy schedule (non-employee directors):
- Board retainer: $35,000; Chair additional $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
| Metric | 2024 | Vesting/Terms |
|---|---|---|
| Stock Awards (RSUs) | None | Not granted to directors in 2024 |
| Option Awards (grant date fair value) | $68,405 | Director options; ASC 718 valuation |
| Options Outstanding (12/31/2024) | 36,391 | Unexercised options |
| Standard Initial Grant | 28,480 options | Vest monthly over 3 years |
| Standard Annual Grant | 14,240 options | Vests by 1-year anniversary or next AGM |
Performance metrics tied to director compensation: None disclosed (director pay structured as cash retainers plus time-vested options; no performance conditions).
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlocks |
|---|---|---|---|
| SeaSpine Holdings (SPNE) | Public | Director (2019–2023) | None disclosed at CADL |
| Establishment Labs, Sientra, Shockwave Medical | Public | Prior finance executive roles | Not current CADL interlocks |
Compensation consultant: Radford (Aon) engaged by Compensation Committee; assessed as independent; committee oversees director compensation.
Expertise & Qualifications
- CPA with deep financial operations, audit, and restructuring experience; medical device sector specialization.
- Audit committee financial expert designation, reinforcing oversight of reporting and controls.
- Prior public company CFO roles and board experience in medtech.
Equity Ownership
| Metric | As of | Value |
|---|---|---|
| Beneficial Ownership (shares) | Apr 21, 2025 | 55,377; less than 1% |
| Options Exercisable within 60 days | Apr 21, 2025 | 55,377 |
| Unexercised Options Outstanding | Dec 31, 2024 | 36,391 |
| Shares Outstanding (reference) | Apr 21, 2025 | 49,269,668 |
Policy on trading, pledging, and hedging: Insider trading policy prohibits short sales and derivative/hedging transactions by directors; notes risks of margin/pledged accounts; hedging prohibited, pledging not expressly prohibited.
Governance Assessment
- Board effectiveness: Gaeta strengthens financial oversight as audit committee financial expert, with high meeting cadence (4 audit meetings) and Board attendance ≥75%.
- Independence and engagement: Independent status, active audit role, and attendance support investor confidence.
- Incentive alignment: Director equity delivered via options (no RSUs), with time-based vesting; beneficial ownership shows exercisable options, but no disclosed share pledging or hedging (hedging prohibited by policy).
- Conflicts/related-party exposure: No related-party transactions disclosed involving Gaeta beyond standard compensation.
Red Flags: None disclosed for Gaeta in 2024–2025 proxy data (no low attendance, no related-party transactions, no hedging).
Additional Notes: As an emerging growth company, CADL does not conduct say-on-pay votes; this limits shareholder feedback mechanisms on executive pay but is consistent with regulatory allowances.