Carrie D’Andrea
About Carrie D’Andrea
Carrie D’Andrea, 54, is Vice President, Clinical Operations at Grace Therapeutics (GRCE), serving since May 2023. She has 25 years of biotech/pharma clinical operations experience, leading global Phase 2/3 programs and teaching Clinical Trial Design and Operations at Rutgers; she holds a master’s in Pharmaceutical Quality and Regulatory Affairs from Temple University . GRCE’s executive compensation framework ties annual bonuses to corporate milestones—FY2025 metrics centered on the Phase 3 STRIVE ON safety trial for GTx‑104, with D’Andrea earning 100% of target—indicating performance alignment; specific company TSR or revenue/EBITDA growth metrics were not disclosed in the proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Edge Therapeutics, Inc. | Vice President, Clinical Operations | Oct 2014 – Mar 2019 | Led planning, implementation, management and execution of global Phase 2/3 trials for subarachnoid hemorrhage candidate |
| EryDel SpA | Vice President, Clinical Operations | Oct 2020 – Apr 2021 | Senior clinical operations leadership across late-stage programs |
| Aegle Research | Clinical Operations Consultant | Jul 2021 – Aug 2022 | Advisory on clinical execution and operations |
| Praxis Precision Medicines | Clinical Operations Consultant | Sep 2022 – May 2023 | Clinical operations consulting for neurology programs |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rutgers University (MBS Program) | Instructor, Clinical Trial Design and Operations | Ongoing (as of 2025) | Educates future industry professionals on trial design/operations |
| Temple University | Master’s in Pharmaceutical Quality and Regulatory Affairs | Completed prior to 2025 | Advanced regulatory/quality expertise underpinning clinical leadership |
| Healthcare Businesswomen’s Association | Rising Star Awardee | 2009 | Industry recognition for leadership potential |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | 248,250 | 286,000 |
| Target Bonus (% of Base) | 30% | 30% |
| Actual Bonus Paid ($) | 82,500 | 85,800 |
| Option Awards Grant-Date Fair Value ($) | 52,250 | 49,763 |
| Notes | Bonus driven by corporate objectives; payout 100% of target (FY2025) | Bonus driven by corporate objectives; payout 100% of target (FY2025) |
Current terms (updated via Letter Agreement dated Nov 12, 2025):
- Title: Vice President, Clinical Operations; Reports to CEO Prashant Kohli
- Base Salary: $310,000; Annual discretionary bonus up to 30% of base
- At-will employment; signature executed Nov 12, 2025
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Corporate objectives: Phase 3 STRIVE ON safety trial for GTx‑104 | Not disclosed | 100% of individual target bonus eligibility (30% of base) | Met expectations (Board/Comp Committee assessment) | 100% of target for FY2025; $85,800 | Paid in the second calendar quarter of 2025; annual bonuses paid by May 15 following fiscal year |
Stock Options (time-based; RSUs/PSUs not disclosed):
| Grant Date | Securities Underlying Options Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| Jul 14, 2023 | 24,500 | 17,500 | 2.64 | Jul 14, 2033 | Vests 1/12 on each quarterly anniversary over 36 months; options cancel 90 days post-termination per plan |
| May 6, 2024 | 4,935 | 14,805 | 2.96 | May 6, 2034 | Same as above |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Jul 18, 2025) | 42,225 shares (includes shares acquirable via options within 60 days); <1% of outstanding (13,828,562) |
| Vested vs Unvested (as of Mar 31, 2025) | Exercisable: 29,435 (24,500 + 4,935); Unexercisable: 32,305 (17,500 + 14,805) |
| Ownership Guidelines | Not disclosed in proxy |
| Pledging/Hedging | No disclosure of pledging; during quarter ended Sep 30, 2025, no director/officer adopted or terminated Rule 10b5‑1 or non‑Rule 10b5‑1 trading arrangements |
Employment Terms
| Provision | Economics | Trigger | Equity Treatment | Notes |
|---|---|---|---|---|
| Severance (no Change in Control) | 6 months base salary continuation; 6 months COBRA premium payment/reimbursement | Terminated without Cause; release required within 60 days | Unvested equity forfeited | At-will; standard benefits eligibility; expense reimbursement |
| Change in Control (double trigger) | Cash equal to 6 months base salary + target bonus; 6 months COBRA payment/reimbursement | Terminated without Cause in connection with or within 12 months post-CoC; release required within 60 days | All unvested and outstanding equity fully vested and exercisable | Double-trigger structure; aligns exit protection with termination events |
| Confidentiality/IP | Standard Confidentiality of Information & Ownership of Proprietary Property Agreement executed | Employment | N/A | Assigns IP to Company; prohibits disclosure of confidential information |
| Cause Definition | Includes failure to comply with policies, failure to follow directives, felony/moral turpitude, incarceration, unlawful drug use, dishonest/illegal conduct/fraud, breach of confidentiality (with cure periods where applicable) | N/A | N/A | Detailed enumerated “Cause” grounds |
Benefits and Perquisites:
- 401(k) “safe harbor” contribution of 3% of salary for all eligible employees, including NEOs
- Life, medical, dental, disability insurance; standard executive benefits
- Vacation and expense reimbursement per policy
Investment Implications
- Pay-for-performance alignment: FY2025 bonus paid at 100% of target tied to achieving clinical milestones (Phase 3 STRIVE ON safety trial objectives), indicating disciplined linkage of cash incentives to value-driving clinical execution .
- Moderate severance; robust CoC protection: Six months of base and COBRA for termination without cause; double-trigger CoC yields six months base + target bonus and full equity acceleration—sufficient retention insurance without excessive multiples; equity acceleration under CoC is a standard biotech retention mechanism .
- Insider selling pressure appears limited: No adoption/termination of Rule 10b5‑1 plans in the prior quarter and ownership <1% suggests constrained sell pressure; unvested options vest quarterly, but ownership scale reduces forced selling risk .
- Alignment via equity: Significant unvested options and double‑trigger acceleration tie upside to milestone/value realization; absence of pledging disclosure reduces alignment red flags .
- Execution risk: Role centers on clinical operations for late‑stage programs; success on Phase 3/NDA timelines is critical; bonus structures tied to clinical milestones suggest management confidence in near‑term value catalysts .