Carin Canale-Theakston

About Carin Canale-Theakston

Carin Canale-Theakston, 51, has served as an independent director of Cidara Therapeutics since January 2021. She is a seasoned life sciences communications entrepreneur who founded and led Canale Communications (sold to Inizio, where she continues as an executive advisor), previously served as President of Porter Novelli’s life sciences division (2005–2010) and as Partner/Managing Director at Atkins + Associates (acquired by Porter Novelli in 2005). She holds a B.A. in communications and marketing from the University of Tulsa. The Board cites her extensive experience in business and communication strategies for life science companies as core credentials for her role.

Past Roles

External Roles

Board Governance

• Independence: The Board affirmatively determined all directors other than the CEO are independent under Nasdaq rules; committee members (including on Compensation & Human Capital where she serves) are independent.
• Committee assignments (2024 structure and membership): Compensation & Human Capital Committee member; not on Audit or Nominating & Governance.
• Committee chairs: Compensation & Human Capital chaired by Theodore R. Schroeder; Audit chaired by Daniel Burgess; Nominating & Governance chaired by Bonnie Bassler, Ph.D.
• Board leadership: Independent Chairman (Daniel Burgess); CEO not Chair (separation of roles).
• Attendance: Board met 6 times in 2024; all directors attended at least 75% of Board and committee meetings for their service; independent directors held 5 executive sessions.

Fixed Compensation

• 2024 non-employee director cash compensation earned: $47,500 (fees earned/paid in cash).
• Current director fee policy (amended Dec 2024): Annual Board retainer $40,000 (Chair of the Board $70,000); committee member retainers: Audit $10,000, Compensation & Human Capital $7,500, Nominating & Governance $5,000; committee chair retainers: Audit $20,000, Compensation & Human Capital $15,000, Nominating & Governance $10,000.
• No meeting fees disclosed; reimbursement for reasonable travel expenses is provided.

Performance Compensation

• 2024 equity compensation (grant-date fair value): $284,789 in stock option awards; total 2024 director compensation $332,289.
• Equity program (amended Dec 2024): Initial option grant 22,200 shares (36-month vest: 1/3 at 1-year, then monthly), Annual option grant 11,100 shares (vests in one installment by next annual meeting or 1-year), both accelerate in full upon change in control.
• Equity award mechanics: Nonstatutory options, 10-year term, exercise price at FMV, 12-month post-termination exercise (other than death/disability/cause), CoC single-trigger vesting for director awards under policy.
• One-time supplemental director options (Dec 2024): She received an additional 16,000 options (3-year monthly vest).

Note: No director RSUs disclosed; non-employee directors held no other unvested stock awards as of Dec 31, 2024.

Other Directorships & Interlocks

• No current public company directorships are listed for Ms. Canale-Theakston in the proxy biography; her current board/advisory roles are with private companies and non-profits.

Expertise & Qualifications

• Entrepreneur and strategic communications leader with 25+ years helping life science organizations navigate complex strategies; founder/CEO of Canale Communications (sold to Inizio; currently executive advisor).
• Prior leadership at Porter Novelli (life sciences) and Atkins + Associates; Board notes her specific expertise in business and communication strategies for life science companies as qualifications to serve.
• B.A. in communications and marketing (University of Tulsa).

Equity Ownership

• Beneficial ownership (as of April 21, 2025): 10,942 shares of Common Stock beneficially owned (represents shares she has the right to acquire within 60 days via options); less than 1% of outstanding shares.
• Options held aggregate (as of Dec 31, 2024): 24,275 shares subject to options across all director grants.

Policies relevant to alignment and risk:

• Hedging/pledging prohibited: Directors may not engage in short sales, margin, pledging, or derivatives/hedging (puts/calls, zero-cost collars, exchange funds, forward sale contracts).
• Section 16 compliance: All required filings were timely in 2024 for directors (noting certain officer Form 4s filed late).

Governance Assessment

• Strengths: Independent status; service on a key committee (Compensation & Human Capital); Board-level separation of Chair/CEO; ≥75% attendance; robust hedging/pledging prohibitions; no director-related related-party transactions disclosed; Section 16 compliance for directors.
• Watch items: December 2024 one-time supplemental option grant (16,000 options) to certain non-employee directors, including Ms. Canale-Theakston, increases equity exposure; however, the equity plan prohibits option repricing without shareholder approval and outlines best-practice safeguards.
• Change-in-control terms: Director equity awards accelerate in full upon a change in control (single-trigger for director awards), which can be viewed as standard but warrants monitoring for alignment.
• Engagement: Compensation & Human Capital Committee met 4 times in 2024 and oversees compensation strategy, human capital, and the clawback policy; the company engaged Aon as an independent compensation consultant in 2024 to update peer benchmarking.

No stock ownership guidelines for directors were disclosed in the cited proxy sections; none found for Ms. Canale-Theakston.

No related-party transactions involving Ms. Canale-Theakston are disclosed; audit committee oversees related-party reviews under a written policy.