Shane Ward

About Shane Ward

Shane Ward, 50, is Chief Operating Officer, Chief Legal Officer and Corporate Secretary of Cidara Therapeutics (since September 2022), after joining as Chief Legal Officer and Corporate Secretary in August 2021; he holds a B.A. (University of Virginia), J.D. (Georgetown), and dual MBAs (Queen’s University and Cornell) . In 2023, the Board determined Cidara achieved 82% of its corporate goals, and Mr. Ward’s actual bonus reflected plan outcomes and individual performance under his 40% target bonus structure (details below) . No TSR, revenue growth, or EBITDA growth metrics specific to Mr. Ward were disclosed in the proxy materials. Section 16 compliance was generally met in 2024, though Mr. Ward’s Form 4 reporting an equity grant dated March 15, 2024 was filed late on March 20, 2024 .

Past Roles

External Roles

• No public company directorships or external board roles for Mr. Ward were disclosed in the cited proxy materials .

Fixed Compensation

Note: Base salary increases in March 2023 were applied retroactively to January 1, 2023 .

Performance Compensation

• 2023 annual bonus design and outcomes:
  • Target bonus opportunity: 40% of base salary; weighting: 80% corporate goals, 20% individual goals (for non-CEO executives, including Mr. Ward) .
  • Corporate goal achievement for 2023 was 82% as determined by the Board; bonuses were paid in cash .
  • Mr. Ward’s actual 2023 bonus paid: $156,400 .

• Equity incentives (2023 program design):
  • Annual stock options vest monthly over 3 years; RSUs vest in three annual installments on March 10, 2024/2025/2026, subject to continued employment .

Equity Ownership & Alignment

• Insider trading, hedging and pledging: The policy prohibits short sales, margin accounts, pledging company stock as collateral, and hedging (e.g., options, exchange funds, forwards) by employees and directors, including named executive officers .
• Clawback: Dodd-Frank-compliant clawback policy adopted Dec 1, 2023; equity awards are subject to recoupment consistently with law and listing standards .

Beneficial ownership snapshots (company-reported):

• Ownership concentration: Across the periods disclosed, Mr. Ward’s beneficial ownership is less than 1% of outstanding shares (company tables denote “*” for <1%) .
• Potential selling pressure windows: RSUs from 2023 grant vest annually on March 10, 2025 and March 10, 2026, and options vest monthly over three years, which can create periodic liquidity windows subject to trading policy and blackout periods .

Outstanding Equity Awards (as of Dec 31, 2023)

Employment Terms

Compensation Structure Analysis

• Mix and risk profile: 2023 compensation combined cash (salary + performance bonus) with significant time-based equity (options and RSUs); options align with upside but RSUs vest time-based, reducing performance linkage; annual equity grants vest over 3 years, reinforcing retention .
• Pay-for-performance calibration: 2023 corporate goal achievement (82%) flowed through to NEO payouts; Mr. Ward’s bonus paid at ~86% of target suggests positive individual assessment alongside corporate results under an 80/20 corporate/individual weighting .
• Governance flags: Presence of a 280G excise tax gross-up (capped at $1.0M) is shareholder-unfriendly relative to prevailing practices; however, adoption of a Dodd-Frank-compliant clawback and prohibitions on pledging/hedging partially mitigate governance risk .

Performance & Track Record

• 2023 results context: Board assessed corporate goals at 82% for the year; no individual performance specifics were disclosed for Mr. Ward beyond bonus outcomes .
• Section 16 compliance: Mr. Ward’s Form 4 relating to a March 15, 2024 equity award was filed late on March 20, 2024, alongside other officers’ similar filings (administrative lapse) .

Equity Ownership & Alignment (detail)

Employment Contracts & Restrictions

• Agreement date: August 2021; at-will .
• Non-compete/non-solicit/garden leave: Not disclosed in the cited materials.
• Post-termination equity: Full acceleration upon qualifying termination in CoC window (double-trigger) .

Investment Implications

• Incentive alignment: Time-based RSUs and monthly-vesting options provide retention utility but dilute strict pay-for-performance linkage; option-heavy mix preserves upside alignment if CDTX executes .
• Event risk economics: Double-trigger CoC acceleration and inclusion of a capped 280G gross-up could produce sizeable termination benefits in a sale scenario, a potential overhang for governance-focused investors .
• Trading pressure: Annual RSU vesting dates (Mar 10, 2025/2026) and ongoing monthly option vesting create recurring windows that could modestly increase insider selling potential, subject to blackout periods and trading policy .
• Ownership signal: Consistently under 1% ownership suggests limited “skin-in-the-game,” though company policy mitigates hedging/pledging risks; monitor for future equity grants, vesting and Form 4 activity to assess alignment and pressure .
• Governance hygiene: Adoption of clawback policy is positive, but the late Form 4 for March 2024 awards highlights administrative controls to watch; no related-party transactions or pledging were disclosed for Mr. Ward in the proxies reviewed .