Seshu Tyagarajan
About Seshu Tyagarajan
Seshu Tyagarajan, Ph.D., RAC is Chief Technical and Development Officer at Candel Therapeutics, serving since April 2022; she is 57 years old as of April 29, 2025 and holds a Ph.D. in Chemical and Biochemical Engineering (Rutgers) and an M.S. in Bioengineering (Purdue) . She brings two decades of CMC and manufacturing leadership across biologics and cell and gene therapies, including leading late-stage CMC strategy at Novartis and contributing to the BLA for Kymriah, the first FDA-approved CAR‑T therapy . For 2024, her compensation reflected a pay-for-performance structure with 40% target bonus on base salary and corporate goal achievement of 105%, plus one-time offering-related bonus elements; equity incentives were primarily time-vested options and RSUs with near-term vesting completed in January 2025 . Candel’s insider policy bans hedging/derivative transactions; the company discloses no formal stock ownership guidelines for executives, and RSUs granted in 2023 fully vested in January 2025, a potential short-term supply catalyst to monitor .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Novartis | Executive Director & Global Head, Late Stage CMC Strategy for CGT | Aug 2020 – Feb 2022 | Led late-stage CMC strategy; successful leadership across BLAs/MAAs and INDs; key contributor to Kymriah BLA (first FDA‑approved CAR‑T) |
| Novartis | Business Leader, Microsoft–NVS AI Partnership | Aug 2019 – Mar 2021 | Drove AI partnership initiatives to support development/operations |
| Novartis | Director & Global Program CMC Team Leader, CAR‑T | Jun 2014 – Jul 2020 | Built CGT pipeline; drove clinical and commercial manufacturing strategy for CAR‑T platform |
| Merck; Roche; Biogen Idec (now Biogen); ImClone (Eli Lilly) | Various roles of increasing responsibility | Prior to 2014 | Progressive CMC/manufacturing leadership across major biopharma companies |
External Roles
No public company board roles or external directorships for Dr. Tyagarajan were disclosed in the proxy .
Fixed Compensation
| Year | Base salary ($) | Target bonus % of base | Actual annual cash bonus ($) | Other compensation ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 404,352 | 40% | 198,070 (includes $62,208 related to Dec-2024 offering) | 13,800 (401k match) | Candel achieved 105% of corporate goals; amounts paid following performance year |
Performance Compensation
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Annual cash incentive framework
Metric Weighting Target Actual Payout Vesting/Timing Corporate + individual goals Not disclosed 40% of base salary Corporate achievement 105% (individual not detailed) 198,070, inclusive of $62,208 offering-related bonus component Paid in year following performance (2025) -
Equity awards and vesting
Grant type Grant/vesting details Shares/units Exercise price Expiration Vesting schedule Stock option Grant date 4/14/2022 120,000 options (80,000 exercisable; 40,000 unexercisable at 12/31/24) $5.19 4/14/2032 25% on 4/14/2023, remainder monthly over 36 months Stock option Grant date 4/28/2023 90,000 options (37,500 exercisable; 52,500 unexercisable at 12/31/24) $1.29 4/28/2033 48 equal monthly installments starting 4/28/2023 RSU Grant date 11/26/2023 52,258 unvested at 12/31/24; mkt value $453,599 at $8.68 — — 50% vested 1/7/2025; 50% vested 1/14/2025 -
Equity program philosophy and governance
- No 2024 executive equity grants to NEOs; company uses options and RSUs without formal executive stock ownership guidelines .
- Clawback policy compliant with SEC/Nasdaq; recovers incentive comp tied to financial reporting measures upon restatement within lookback period .
- Grants priced at fair market value on grant date; no timing around MNPI; no grants within blackout windows as described .
Equity Ownership & Alignment
| As of date | Total beneficial ownership (shares) | % of outstanding | Direct shares | Options exercisable within 60 days | Pledging/hedging | Stock ownership guidelines |
|---|---|---|---|---|---|---|
| Apr 21, 2025 | 212,803 | <1% | 85,512 | 127,291 | Insider policy prohibits short sales, derivatives, and hedging; discusses margin/pledge risks; no explicit pledge ban disclosed | Company states no formal executive ownership guidelines |
- Vested vs unvested (12/31/2024 snapshot)
Security type Vested Unvested Notes Stock options (4/14/2022 grant) 80,000 exercisable 40,000 unexercisable Monthly vesting through 4/2026 Stock options (4/28/2023 grant) 37,500 exercisable 52,500 unexercisable Monthly vesting through 4/2027 RSUs (11/26/2023 grant) 0 at 12/31/24 52,258 unvested at 12/31/24; fully vested Jan 2025 Near-term vesting may create selling supply; monitor Form 4s
Employment Terms
| Term | Details |
|---|---|
| Role/start | Chief Technical and Development Officer; employment agreement effective April 14, 2022 |
| Base + target bonus | Provides for annual base salary and annual target bonus opportunity (target 40% of base for 2024) |
| Severance (non‑CIC) | If terminated without cause or resigns for good reason: 9 months of base salary plus target bonus for then-current year; COBRA premium share for up to 9 months (subject to conditions) |
| Change‑in‑control | Double-trigger time-based equity acceleration if terminated without cause/for good reason within 1 month prior to or 12 months post‑CIC |
| Benefits | Eligible for standard employee benefit plans |
| Clawback | Company-wide clawback policy aligned to SEC/Nasdaq rules |
| Trading policy | Prohibits short sales, derivatives, and hedging; outlines risks of margin/pledged securities |
Performance & Track Record
- CADL corporate performance inputs to bonus: Compensation Committee determined 2024 corporate goals were achieved at 105%; individual metrics not disclosed .
- Role-linked value creation experience: Led late-stage CMC and CGT manufacturing strategies at Novartis and contributed to multiple BLAs/MAAs, including Kymriah’s pioneering CAR‑T approval, directly relevant to Candel’s viral immunotherapy platforms and prospective BLA execution for CAN‑2409 .
Compensation Committee & Peer Practices
- Committee composition: Independent directors Nicoletta Loggia (Chair), Paul B. Manning, and Joseph C. Papa; met three times in 2024 .
- Consultant: Aon/Radford engaged; committee determined no conflicts of interest .
- Philosophy: Base salary, bonus (corporate + individual), and equity incentives (options/RSUs); annual reviews with consultant input; emerging growth/smaller reporting company scaled disclosures .
Related Party Transactions and Policies
- No executive-specific related party transactions were disclosed for Dr. Tyagarajan; the company has a written related party transactions policy overseen by the Audit Committee .
Investment Implications
- Pay-for-performance alignment: 2024 bonus tied to corporate goals (105% achieved) and individual results, with a 40% target bonus and no 2024 equity grants—cash-heavy variable pay in 2024 but with substantial prior equity awards vesting through 2026–2027 .
- Near-term supply risk: 52,258 RSUs vested in two tranches in January 2025; paired with continuing monthly option vesting, this can create episodic insider selling pressure; monitor Form 4 filings and 10b5‑1 plans .
- Retention economics: Non‑CIC severance provides 9 months base plus target bonus and COBRA; double-trigger acceleration around CIC increases stickiness pre/post-transaction; at 2024 comp levels, cash severance would be meaningful and equity acceleration could be significant given remaining unvested options .
- Alignment/controls: Beneficial ownership is <1% (212,803 shares including options within 60 days); no formal executive ownership guidelines reduce enforced “skin-in-the-game,” but hedging is prohibited, and equity mix plus vesting cadence still ties outcomes to equity value .
- Execution posture: Her deep CMC and CGT background is well-aligned with Candel’s planned BLA pathway for CAN‑2409 and external CDMO scale-up, potentially mitigating manufacturing/CMC execution risk as programs advance .