Candel updates CFO pay, severance and equity terms

Candel Therapeutics approved a new employment agreement with Chief Financial Officer Charles Schoch, confirming his at-will role and compensation structure.

Accepted by SEC EDGAR 06/16/2026 - 04:23 PM EDT

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Form Type

8-K

Rhea-AI Filing Summary

Candel Therapeutics approved a new employment agreement with Chief Financial Officer Charles Schoch, confirming his at-will role and compensation structure. He will continue to receive an annual base salary of $468,600 and remains eligible for an annual bonus targeted at 40% of base salary, plus standard employee benefits.

If the company terminates him without cause or he resigns for good reason, and he signs a separation agreement, he is entitled to nine months of base salary plus his target annual bonus, paid over nine months, and continued company-paid health insurance contributions for up to nine months, subject to COBRA and other conditions. If such a termination occurs within one month before or 12 months after a change in control, all of his time-based equity awards will fully vest. The agreement also includes customary confidentiality, non-competition and non-solicitation provisions.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

CFO base salary: $468,600 per year Target bonus: 40% of base salary Cash severance period: 9 months +2 more

5 metrics

CFO base salary $468,600 per year Annual base salary under employment agreement

Target bonus 40% of base salary Annual cash bonus target percentage

Cash severance period 9 months Base salary and target bonus paid over nine months

COBRA premium support Up to 9 months Company share of health premiums after qualifying termination

Change-in-control protection window 1 month before to 12 months after Termination timing for full vesting of time-based equity

Key Terms

change in control, good reason, COBRA, non-competition, +1 more

5 terms

change in control financial

"within one month prior to or 12 months following the consummation of a “change in control”"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

good reason financial

"terminated by the Company without “cause” or by Mr. Schoch for “good reason”"

COBRA financial

"subject to Mr. Schoch’s timely election to continue COBRA health coverage"

COBRA is a U.S. federal law that lets employees and their dependents temporarily keep employer-sponsored health insurance after job loss, reduction in hours, or other qualifying events by paying the premiums themselves. Investors should care because offering COBRA can affect a company’s cash flow, administrative costs and legal disclosures when workforce changes occur—similar to a former club member paying to keep their membership active after leaving the club.

non-competition financial

"The Employment Agreement also contains customary provisions regarding confidentiality, non-competition and non-solicitation."

A non-competition is a contractual restriction that prevents a person or business from starting or working in a competing business within a specified time and geographic area after leaving a job or completing a transaction. It matters to investors because it acts like a temporary fence around customers, trade secrets and know‑how, helping protect future revenue and company value; weak or unenforceable restrictions can increase the risk of customer loss and competitive erosion.

non-solicitation financial

"customary provisions regarding confidentiality, non-competition and non-solicitation."

A non-solicitation clause is a contractual promise that one party will not actively try to lure away another party’s employees, customers, or suppliers. For investors, it signals protection of a company’s workforce and client base after a deal or partnership—reducing the risk that key staff or revenue sources will be poached and therefore helping preserve the business’s value, predictability, and post-transaction earnings. Think of it as an agreement not to knock on a neighbor’s door to take their business or team.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Candel Therapeutics (CADL) change in its CFO’s employment terms?

Candel Therapeutics entered into a new employment agreement with CFO Charles Schoch. It confirms his at-will role, compensation, severance protections, equity vesting on certain terminations, and standard confidentiality and restrictive covenant provisions.

What is the CFO’s salary and bonus potential at Candel Therapeutics (CADL)?

Under the agreement, CFO Charles Schoch receives an annual base salary of $468,600. He is also eligible for an annual cash bonus with a target amount equal to 40% of his base salary, subject to company and individual performance conditions.

What severance does the Candel Therapeutics (CADL) CFO receive if terminated?

If terminated without cause or he resigns for good reason, and signs a separation agreement, the CFO receives nine months of base salary plus target annual bonus, paid over nine months, and company contributions toward COBRA health coverage for up to nine months.

How are the Candel Therapeutics (CADL) CFO’s equity awards treated on a change in control?

If the CFO is terminated without cause or resigns for good reason within one month before or 12 months after a change in control, all of his time-based equity awards fully vest, accelerating his equity compensation in that specific scenario.

Does the Candel Therapeutics (CADL) CFO employment agreement include non-compete terms?

Yes. The agreement includes customary confidentiality, non-competition and non-solicitation provisions. These provisions are intended to protect Candel Therapeutics’ business interests and limit the CFO’s ability to compete or solicit employees for a period defined in the contract.

What are the health insurance benefits if the Candel Therapeutics (CADL) CFO is terminated?

Following a qualifying termination, if the CFO elects COBRA and pays the employee share, Candel continues paying its usual portion of health insurance premiums for up to nine months, or until he becomes eligible under another employer plan or COBRA coverage ends.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): June 12, 2026

    

CANDEL THERAPEUTICS, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-40629	52-2214851
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

117 Kendrick St Suite 450
Needham, Massachusetts		02494
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (617) 916-5445

    

     Not Applicable

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	CADL	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 12, 2026, Candel Therapeutics, Inc. (the “Company”) entered into an employment agreement (the “Employment Agreement”) with Charles Schoch, the Company’s Chief Financial Officer. The Employment Agreement provides for Mr. Schoch’s continued at-will employment and sets forth the terms and conditions of his employment. Pursuant to the Employment Agreement, Mr. Schoch will continue to receive an annual base salary of $468,600 and continues to be eligible for an annual bonus with a target amount of 40% of his base salary. Mr. Schoch is also eligible to participate in the Company’s employee benefit plans available to its employees, subject to the terms of those plans.

Pursuant to the Employment Agreement, in the event that Mr. Schoch’s employment is terminated by the Company without “cause” or by Mr. Schoch for “good reason” (each as defined in the Employment Agreement), subject to the execution and effectiveness of a “separation agreement and release” (as defined in the Employment Agreement) within 60 days of such termination, he will be entitled to receive (i) an amount equal to nine months of his then-current base salary plus his target annual bonus for the then-current year, payable in installments over nine months commencing within 60 days of termination, and (ii) subject to Mr. Schoch’s timely election to continue COBRA health coverage and copayment of premium amounts at the applicable active employees’ rate, the Company will continue to pay the share of the premiums that the Company would have paid to provide health insurance to Mr. Schoch until the earliest of (A) nine months following the date of termination or (B) Mr. Schoch’s eligibility for group medical plan benefits under any other employer’s group medical plan, or (C) the cessation of Mr. Schoch’s health continuation rights under COBRA, subject to customary deductions and payable in accordance with the Company’s normal payroll practices. Pursuant to the Employment Agreement, all equity awards held by Mr. Schoch that are subject to time based vesting will fully accelerate if Mr. Schoch’s employment is terminated by the Company without “cause” or by Mr. Schoch for “good reason” within one month prior to or 12 months following the consummation of a “change in control” (as such terms are defined in the Employment Agreement). The Employment Agreement also contains customary provisions regarding confidentiality, non-competition and non-solicitation.

The foregoing description of the material terms of the Employment Agreement is qualified in its entirety by reference to the complete text of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description
10.1		Employment Agreement, effective as of June 12, 2026, by and between Candel Therapeutics, Inc. and Charles Schoch
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			Candel Therapeutics, Inc.

Date:	June 16, 2026	By:	/s/ Paul Peter Tak
			Paul Peter Tak, M.D., Ph.D., FMedSci President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

EX-10.1 EX-10.1 103.6 KB