Sandra Gardiner
NEKTAR THERAPEUTICSAbout Sandra Gardiner
Sandra Gardiner has served as Interim Chief Financial Officer (principal financial and accounting officer) of Nektar Therapeutics since April 17, 2023, under a consulting arrangement with FLG Partners LLC . She brings 30+ years of finance leadership across med‑tech and biotech, including EVP Finance & Administration/CFO at Pulse Biosciences (2019–2022) and EVP Finance/CFO at Cutera (2017–2019); she holds a B.A. in Management Economics from the University of California, Davis . Company performance context during her tenure: Pay‑versus‑performance shows 2024 net income of −$119M and a cumulative TSR value of $4.31 on a $100 initial investment since 2019, indicating a challenged equity backdrop as NKTR pursued immunology and oncology programs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pulse Biosciences, Inc. | EVP Finance & Administration, CFO, Secretary & Treasurer | 2019–2022 | Led finance/admin at a medical technology company, supporting capital allocation and corporate operations . |
| Cutera, Inc. | EVP Finance & CFO | 2017–2019 | Directed finance for a global aesthetic medical technology company, supporting growth initiatives . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Levitas Bio | Board member | Not disclosed | Current board service noted in NKTR 8‑K . |
| Valley Humane Society | Board member | Not disclosed | Current board service noted in NKTR 8‑K . |
Fixed Compensation
Multi‑year cash/equity detail (consultant status; not an employee):
| Metric | 2023 | 2024 |
|---|---|---|
| Employment status | Interim CFO via FLG consulting agreement | Interim CFO via FLG consulting agreement . |
| Base salary | — (consultant) | — (consultant) . |
| Target bonus % | Not eligible (does not participate in NKTR Incentive Compensation Plan) | Not eligible (does not participate in NKTR Incentive Compensation Plan) . |
| Actual bonus paid | $0 | $0 (no bonus shown for 2024; consultant fees only) . |
| Consulting fees (FLG) | $376,300 | $460,850 . |
| Expense reimbursements | $3,476.68 (travel) | $3,997 (travel) . |
| RSUs granted | — (none) | — (none) . |
| Options granted | — (none) | — (none) . |
| Total reported comp | $376,300 (consulting fees) | $460,850 (consulting fees) . |
Notes:
- Agreement economics: FLG is paid $650/hour; term is indefinite and terminable by either party on 60 days’ notice; NKTR provides indemnification to Ms. Gardiner and FLG for services rendered .
Performance Compensation
Gardiner is not eligible for NKTR’s employee incentive programs:
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Incentive (employee plan) | — | — | — | — | — (not eligible; consultant) . |
| Long‑term equity (RSUs/Options) | — | — | — | — | — (no awards granted) . |
Company‑level incentive architecture (context): NKTR sets annual corporate objectives across clinical, research, business development, and financial goals with board‑approved achievement ratings; CEO/employee NEO payouts align to these ratings (Gardiner excluded) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 0 shares; no common stock owned . |
| Ownership as % of SO | 0.00% (186,103,588 shares outstanding as of April 7, 2025) . |
| Vested vs unvested shares | None (no RSUs/options) . |
| Options (exercisable/unexercisable) | None . |
| Shares pledged as collateral | None (and NKTR policy prohibits pledging by covered persons) . |
| Stock ownership guidelines | NKTR guidelines apply to employee executive officers; 2025 disclosure references “employee NEOs” meeting/in grace period—Gardiner is a consultant, not an employee, so guidelines are not applicable to her status . |
| Hedging/short sales | NKTR security trading policy prohibits hedging, short sales, and margin trading for directors, officers, employees and covered persons . |
Employment Terms
- Appointment: Interim CFO and principal financial/accounting officer effective April 17, 2023 .
- Engagement structure: NKTR entered a confidential consulting agreement with FLG Partners to provide Gardiner’s services; FLG billed at $650/hour, with indemnification and 60‑day termination notice by either party; term is indefinite .
- Compensation form: Consultant fees (no base salary), no NKTR incentive participation, no NKTR equity awards .
- Severance/CIC: NKTR severance/CIC benefits are disclosed for employee NEOs; Gardiner, as a consultant, is not covered by employee severance or CIC plan benefits .
Investment Implications
- Alignment: Absence of equity grants and bonus eligibility reduces pay‑for‑performance linkage versus employee NEOs; compensation is hourly consulting fees rather than stock‑linked awards .
- Retention/transition risk: The consulting agreement’s 60‑day termination provision and indefinite term provide flexibility but imply potential for CFO transition; NKTR has disclosed consulting fees increasing from $376k (2023) to $461k (2024), evidencing continued reliance on FLG for CFO services .
- Trading pressure: With zero share ownership and no equity awards, there is no insider selling pressure, and NKTR’s policy prohibits hedging/pledging for covered insiders, further mitigating alignment red flags on stock handling .
- Governance signal: Say‑on‑pay support remained strong (≈85% in 2023; ≈93% in 2024), suggesting shareholder tolerance for the overall executive pay framework while NKTR reoriented toward immunology programs; Gardiner’s consultant compensation is included in NEO disclosures but she does not participate in incentive/equity programs .
Disclosure integrity notes:
- Related‑party transactions: NKTR paid FLG Partners $376,300 (2023) plus $3,476.68 expenses; and $460,850 (2024) plus $3,997 expenses, for Gardiner’s interim CFO services—fully disclosed in “Certain Relationships and Related Party Transactions” **[906709_0001140361-24-022440_ny20022201x1_def14a.htm:33]** **[906709_0001140361-25-015744_ny20042463x2_def14a.htm:45]**.
- Ownership: NKTR’s beneficial ownership table shows Gardiner owns no NKTR common stock **[906709_0001140361-25-015744_ny20042463x2_def14a.htm:44]**.