Sandra Pennell
About Sandra Pennell
Delcath Systems’ Chief Financial Officer (CFO) and principal financial and accounting officer; joined Delcath on June 1, 2023 and was CFO by 2025, signing the company’s SOX 302/906 certifications for the Q3 2025 10‑Q . Pennell is 46, a CPA, and holds B.S. and M.Acc degrees from the University of Illinois Urbana‑Champaign (Gies College of Business) . During her tenure, Delcath commercially launched HEPZATO KIT in January 2024 and reported positive adjusted EBITDA in Q3 2025 and for the six months ended September 30, 2025, highlighting early operating leverage as commercialization scaled .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Invivyd, Inc. | Vice President, Finance | Jul 2021 – Apr 2023 | Led finance at a commercializing biotech; prior to joining Delcath |
| Vericel Corporation | VP, Corporate Controller & Principal Accounting Officer | Sep 2020 – Sep 2021 | Public-company controller/PAO; built SEC reporting and controls capabilities |
| Vericel Corporation | Controller, Senior Director | Jan 2015 – Aug 2020 | Scaling finance and reporting as company moved to profitable growth |
External Roles
- No public company directorships disclosed for Pennell .
Fixed Compensation
| Year | Base Salary | Target Bonus % | Notes |
|---|---|---|---|
| 2023 | $295,000 | 35% | Offer terms upon appointment as SVP Finance and PFO; bonus pro‑rated for 2023 |
Performance Compensation
Equity and Option Awards
| Award type | Shares/Units | Pricing/Strike | Grant/pricing date | Vesting schedule | Notes |
|---|---|---|---|---|---|
| Stock option (new‑hire) | 100,000 | Exercise price equal to closing price on Nasdaq | Jun 12, 2023 | One‑third vests Jun 1, 2024; remainder vests in equal monthly installments over the following 24 months | Contingent on stockholder approval of increased authorized shares at the Jun 12, 2023 annual meeting |
Notes on annual incentives:
- Company AIP metrics emphasize Clinical Trials, Regulatory, Commercial, Manufacturing, and Finance objectives; 2024 overall company achievement was determined at 100% for AIP participants (individual CFO payout not disclosed) .
Clawbacks and policies:
- Delcath adopted a Dodd‑Frank/Nasdaq‑compliant clawback policy covering executive incentive compensation tied to restated financials .
- Anti‑hedging and anti‑pledging policy prohibits hedging and pledging of company securities by executives and directors .
Equity Ownership & Alignment
| As‑of date | Shares owned (direct/indirect) | Options exercisable within 60 days | Total beneficial ownership | % of common outstanding | Pledged? |
|---|---|---|---|---|---|
| Mar 20, 2025 | 70,303 | 120,940 | 191,243 | <1% | Prohibited by company policy |
Additional context on equity programs:
- Company‑wide, 7.75M stock options were outstanding as of Sep 30, 2025 with 4.37M exercisable; unrecognized compensation expense of $16.1M expected to amortize over ~0.94 years, indicating ongoing vesting supply into 2026 .
Compliance note:
- A late Form 4 was filed (administrative oversight) to record Pennell’s 100,000‑share option grant on June 12, 2023 .
Employment Terms
- Appointment and initial compensation: Appointed Senior Vice President of Finance and principal financial and accounting officer effective June 1, 2023; 2023 base salary $295,000 (pro‑rated) and target bonus up to 35% of pro‑rated base; new‑hire option as detailed above .
- Current role and certifications: Serving as CFO and principal financial and accounting officer; signed SOX 302/906 certifications for Q3 2025 10‑Q on Nov 4, 2025 .
- Change‑of‑control treatment (plan‑level): Under the 2020 Omnibus Equity Plan, awards are generally not automatically accelerated if assumed/replaced in a change in control; absent other determinations, accelerated vesting typically requires a qualifying termination (e.g., involuntary without cause) within 12 months post‑transaction (double‑trigger framework) .
- Clawback and conduct policies: Incentive compensation subject to clawback; hedging and pledging prohibited .
- Other contract economics (severance, non‑compete, tax gross‑ups): Not disclosed for Pennell .
Investment Implications
- Alignment: Options‑heavy package (100,000 new‑hire options) and anti‑hedging/pledging policies align the CFO with equity upside and reduce misalignment risks; company‑level clawback adds downside accountability on financial integrity .
- Retention and supply dynamics: The 100,000‑share grant vests one‑third at Jun 1, 2024 with the remainder vesting monthly through mid‑2026, creating steady vesting that supports retention; as of Mar 20, 2025, 120,940 options were already exercisable, which can incrementally add to potential selling supply as vesting continues (subject to trading windows) .
- Execution track record: Pennell’s tenure coincides with the January 2024 U.S. launch of HEPZATO KIT and a notable inflection to positive adjusted EBITDA in 2025, signaling early operating leverage under the current finance leadership as commercialization advances .
- Risk factors: No disclosed severance or specific CFO employment protections; minor administrative late Form 4 noted for initial grant; overall program uses options (higher beta to stock price) without disclosed RSUs/PSUs or explicit financial/TSR metrics for the CFO beyond company AIP categories .