Frank Karbe
Cidara TherapeuticsAbout Frank Karbe
Frank Karbe is Chief Financial Officer of Cidara Therapeutics (CDTX), appointed in February 2025. He is 57 per the 2025 proxy, with a Diplom-Kaufmann (equivalent to a business/finance degree) from WHU – Otto Beisheim Graduate School of Management in Germany . Prior roles include CEO at Better Therapeutics (2022–2024), President/CFO at Myovant Sciences (2017–2021; President & CFO from 2020), EVP/CFO at Exelixis (2004–2014), investment banking at Goldman Sachs, and finance roles at Royal Dutch/Shell . His CDTX employment agreement sets pay-for-performance elements: base salary, a target annual bonus tied to corporate and individual objectives, and equity grants; severance and change‑of‑control terms are defined .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Better Therapeutics, Inc. | President & CEO | Jul 2022–Mar/May 2024 | Led a digital therapeutics company through CEO tenure |
| Myovant Sciences (Ltd./Inc.) | Principal Financial & Accounting Officer; CFO; President & CFO | Sep 2016–Aug 2021; CFO from Apr 2017; President & CFO from Feb 2020 | Oversaw finance; elevated to President reflecting expanded operating remit |
| The Color Run | President | Sep 2014–Jul 2016 | Led operational and financial functions of a global events platform |
| Exelixis, Inc. | EVP & CFO | Jan 2004–Jun 2014 | Long-tenured biotech CFO, scaling finance during development/commercial phases |
| Goldman Sachs & Co. | Investment Banker (VP, Healthcare) | 1997–2004 (most recent role) | Advised on corporate finance/M&A; capital markets expertise |
| Royal Dutch/Shell Group | Finance roles (Europe) | Pre-1997 | Corporate finance grounding in global energy |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Phathom Pharmaceuticals, Inc. | Director | Since Apr 2022 | Public biotech board experience; potential cross-industry insights |
Fixed Compensation
| Component | Terms | Notes |
|---|---|---|
| Base Salary | $525,000 per year | Set in Employment Agreement |
| Target Annual Bonus | 40% of base salary | Based on individual and corporate performance objectives; paid after fiscal year-end upon Committee determination |
| Sign-on Bonus | $50,000 one-time | Subject to repayment if he resigns or is terminated for cause within 1 year |
Performance Compensation
| Incentive | Metric/Structure | Target/Grant | Payout/Vesting |
|---|---|---|---|
| Annual Performance Bonus | Corporate and individual objectives determined by the Board/Comp Committee | 40% of base salary | Paid annually; contingent on performance and continued employment at payment date |
| Stock Options | Option to purchase CDTX common shares | 115,000 shares (grant upon appointment) | Vesting terms not disclosed in filings cited; standard equity plan administration applies |
| RSUs | Restricted Stock Units in CDTX common shares | 57,500 shares (grant upon appointment) | Vesting terms not disclosed in filings cited; dividends not paid prior to vesting per plan |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | No securities beneficially owned at Form 3 filing; none shown in 2025 proxy beneficial ownership table |
| Ownership as % of shares outstanding | 0% as of April 21, 2025 (proxy reference) |
| Vested vs unvested equity | Granted 115,000 options and 57,500 RSUs; vesting schedule not disclosed in cited filings |
| Pledged shares | Company policy prohibits pledging, margin accounts, short sales, and hedging; no pledges reported |
| Stock ownership guidelines | Not disclosed in cited documents |
Employment Terms
| Term | Non-Change-of-Control | Change-of-Control |
|---|---|---|
| Start Date | Expected Feb 24, 2025 | N/A |
| Severance | If terminated without cause or resigns for good reason: 9 months base salary plus up to 9 months health insurance premiums | If terminated without cause or resigns for good reason within 3 months prior to or 12 months after CoC: 12 months base salary, up to 12 months health insurance premiums, pro‑rated annual bonus, and full accelerated vesting of unvested equity |
| Tax gross-up | None under ordinary severance | May receive tax gross-ups if CoC payments trigger 280G/4999 excise taxes |
| Indemnification | Standard indemnification for directors/officers | |
| Bonus/T&Cs | Annual bonus per amended bonus plan; target 40% of base; contingent on performance and continued employment at payment date |
Compensation Structure Analysis
- Pay mix shifts toward at-risk pay: material equity grants (options and RSUs) plus performance-based bonus signal alignment with performance outcomes; base pay is modest relative to biotech CFO market but specifics of peer percentile not disclosed .
- Change-of-control terms create retention and transaction incentives: full equity acceleration and pro‑rated bonus under CoC, but inclusion of potential 280G/4999 excise tax gross‑ups is a shareholder‑unfriendly feature and a governance red flag .
- Clawback governance present: company maintains an incentive compensation recoupment (clawback) policy and the 2024/2025 equity plan embeds recoupment provisions, strengthening pay-for-performance enforcement .
Risk Indicators & Red Flags
- Tax gross-up eligibility under 280G/4999 on CoC payments (red flag for shareholders) .
- No related-party transactions reported upon appointment; no family relationships disclosed (mitigates conflict risk) .
- Hedging/pledging prohibited; reduces misalignment risk and leverage-related forced selling .
Say‑on‑Pay & Shareholder Feedback
- 2025 advisory say‑on‑pay proposal included; results not disclosed in cited materials. Compensation philosophy described as pay-for-performance with Committee oversight and external consultant support (Aon engaged in 2024) .
Investment Implications
- Alignment and retention: Initial absence of beneficial ownership, coupled with fresh grants and CoC acceleration, suggests low near-term insider selling pressure but strong retention through vesting; pledge/hedge prohibitions further reduce technical selling risks .
- Governance watch‑items: The presence of potential CoC tax gross-ups and full acceleration elevates governance risk; monitor future proxy disclosures for ownership accumulation, vesting outcomes, and any modifications to CoC/gross-up terms .
- Execution profile: Prior CFO/President experience across multiple biopharma companies strengthens CDTX’s finance and capital markets execution capabilities, important given CD388’s Phase 2b and capital needs outlined in the 10‑K .