Federica O’Brien
About Federica O’Brien
Federica O’Brien, age 67, has served on TELA’s Board since November 2019 and is currently the Audit Committee Chair and an independent director. She is President of CFO’Brien Consulting, LLC (since January 2018), a CPA (Inactive, NJ), and holds a B.A. in Accounting from Rutgers University. Her background includes CFO roles at Complexa Inc. (May 2015–Dec 2017) and Cerecor Inc. (Apr 2013–May 2015), CFO/COO at Cervilenz Inc. (Jun 2011–Apr 2013), senior finance roles at Cardiokine Inc., Barrier Therapeutics, and Infonautics, and earlier service as an Audit Manager at Coopers & Lybrand; she also chairs the Audit Committee at MacroGenics, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CFO’Brien Consulting, LLC | President | Jan 2018–present | Strategic, operational, financial consulting for biotech companies |
| Complexa Inc. | Chief Financial Officer | May 2015–Dec 2017 | Led finance for biopharma; operational finance leadership |
| Cerecor Inc. | Chief Financial Officer | Apr 2013–May 2015 | CFO of biopharma; capital and reporting responsibilities |
| Cervilenz Inc. | CFO & COO | Jun 2011–Apr 2013 | Finance and operations leadership for medical device |
| Cardiokine Inc. | Senior finance roles | Not disclosed | Biotech finance management |
| Barrier Therapeutics, Inc. | Senior finance roles | Not disclosed | Finance leadership during/after IPO |
| Infonautics, Inc. | Senior finance roles | Not disclosed | Public tech company finance roles |
| Coopers & Lybrand | Audit Manager | Early career | Public accounting/audit expertise |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| MacroGenics, Inc. | Director; Audit Committee Chair | Current | Audit (Chair) |
Board Governance
- Class III director nominated for re-election to a term expiring at the 2028 annual meeting; Board size is seven with six independent directors; voting standard plurality in uncontested elections .
- Committee assignments: Audit Committee Chair; independent status affirmed by Board; designated an “audit committee financial expert” along with Lisa Colleran .
- 2024 meetings held: Board (13), Audit (5), Compensation (7), NCGC (6); each director attended at least 75% of their Board and committee meetings; all directors then serving attended the 2024 annual stockholder meeting .
- Board leadership: independent Chairman (Doug Evans); independent directors meet without management; annual Board self-evaluation .
Fixed Compensation
| Component | 2024 Amount/Policy | Notes |
|---|---|---|
| Annual director cash retainer | $45,000 | Policy rate |
| Audit Committee Chair retainer | $20,000 | Policy rate |
| 2024 cash fees earned (O’Brien) | $65,000 | Matches $45k + $20k; actual paid in 2024 |
| Committee member retainers | Audit $10,000; Comp $7,500; NCGC $5,000 | Policy schedule |
| Payment mechanics | Paid quarterly; directors may elect to receive cash retainers in fully-vested common stock in lieu of cash | Program design |
Performance Compensation
| Equity Component | 2024 Grant (O’Brien) | 2024 Grant-Date Fair Value | Vesting | 2025 Policy Update |
|---|---|---|---|---|
| RSUs | 4,250 shares | $24,268 | Vests on earlier of: first anniversary of grant, subsequent annual meeting, or change in control; service required | Annual RSU increased to 7,950 shares from Jan 1, 2025 |
| Stock options | 6,200 shares | $23,415 | Same vest triggers as RSUs for Annual Equity Award; service required | Annual option increased to 11,700 shares from Jan 1, 2025 |
| Initial equity award (new director policy) | Options: 9,300; RSUs: 6,375 | Not applicable to O’Brien in 2024 | Options vest in 36 equal monthly installments; RSUs vest in three equal annual installments; initial award vests in full upon change in control; committee may accelerate upon death | From Jan 1, 2025, initial option 17,550; RSUs 11,925 |
| Director compensation cap | — | — | — | Non-employee director annual total compensation limit: $1,000,000 first year as director; $750,000 other years (grant-date fair value basis) |
- Performance metrics: None disclosed for director equity awards; vesting is time-based and/or change-in-control driven rather than tied to financial/ESG metrics .
- Change-in-control: Annual Equity Award vests upon change in control; initial equity awards vest in full upon change in control (definition tightened in 2019 Plan amendment) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts Disclosed |
|---|---|---|---|
| MacroGenics, Inc. | Director | Audit Chair | None disclosed in TELA’s proxy |
- Compensation Committee interlocks: Company discloses no interlocks/insider participation among Compensation Committee members; O’Brien is not on the Compensation Committee .
Expertise & Qualifications
- Skills & qualifications: Extensive financial, accounting management and audit expertise; suitable for Board service and Audit Committee leadership .
- Education & credentials: B.A. in Accounting, Rutgers University; Certified Public Accountant—Inactive (NJ) .
- “Audit committee financial expert” designation: Affirmed by Board for O’Brien (and Colleran) under SEC rules .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 44,621 |
| Ownership as % of common | * (<1% of 39,551,098 shares outstanding as of Apr 1, 2025) |
| Options exercisable within 60 days | 38,351 |
| Unvested options | 6,200 |
| Unvested RSUs | 4,250 |
| Pledging/Hedging status | Company policy prohibits pledging, hedging, short sales, options trading, and margin accounts for directors and officers |
Governance Assessment
- Board effectiveness: O’Brien brings deep CFO/audit pedigree, chairs the Audit Committee, and is designated an audit committee financial expert—supportive of strong financial oversight and risk management. Meeting cadence and “≥75%” attendance threshold were met across directors in 2024; the Board maintains an independent Chair and regular executive sessions, reinforcing oversight quality .
- Independence & alignment: Independent status confirmed; director equity awards with time-based vesting and a prohibition on pledging/hedging enhance alignment, and beneficial holdings include significant vested options, though total ownership remains <1% of shares outstanding (consistent for small-cap boards) .
- Compensation structure: Cash fees are modest and policy-based ($45k base + $20k audit chair); annual equity awards increased for 2025 (options 11,700; RSUs 7,950), reflecting a tilt toward equity while director annual compensation caps ($1,000,000 first year; $750,000 thereafter) and removal of the plan evergreen and liberal share recycling mitigate pay inflation risk and dilution concerns .
- Conflicts/related-party exposure: No O’Brien-specific related party transactions disclosed; Audit Committee (chaired by O’Brien) reviews material related-party transactions under a formal policy—another safeguard for investors .
RED FLAGS
- None specifically disclosed relating to O’Brien. Company-level mitigants include prohibitions on hedging/pledging and formal related-party review by the Audit Committee .
Signals to monitor
- 2025 increase in annual director equity grants (options and RSUs) can raise dilution optics; however, plan amendments removed evergreen reload and tightened change-in-control definitions, and director compensation caps constrain outlier grant values .
Sources: TELA Bio, Inc. 2025 DEF 14A (Proxy Statement) — cited by [document_id:chunk]