Lesley Calhoun
About Lesley Calhoun
Lesley Ann Calhoun is Executive Vice President, Chief Operating Officer and Chief Financial Officer of Aligos Therapeutics; she was appointed COO on January 30, 2025 and has served as CFO since June 2020. She is 59, holds a B.S. in Business Administration (Accounting) from San Francisco State University, and is a Certified Public Accountant (inactive) . She also serves as a director of Tango Therapeutics (Audit Chair; Nominating & Corporate Governance member) . As an emerging growth company, ALGS provides scaled compensation disclosure; no TSR or revenue/EBITDA performance linkage is explicitly disclosed in the proxy .
Past Roles
| Organization | Role | Years | Strategic impact/notes |
|---|---|---|---|
| Global Blood Therapeutics (GBT) | Various roles incl. SVP, Finance & Administration and Chief Accounting Officer | 2016–2020 | Senior finance leadership at a commercial-stage biotech . |
| Hyperion Therapeutics (acquired by Horizon Pharma plc) | Vice President of Finance | 2013–2015 (continued post-acquisition) | Post-acquisition finance continuity through integration period . |
| Innoviva (Theravance) | Senior Director of Finance, Corporate Controller | 2005–2013 | Corporate controller responsibilities at a biopharma company . |
| Deloitte & Touche LLP | Audit practice | 1989–2001 | Public accounting/audit experience . |
External Roles
| Organization | Role | Years | Details |
|---|---|---|---|
| Tango Therapeutics, Inc. | Director; Audit Committee Chair; Nominating & Corporate Governance member | Since Mar 2021 | Public company board experience; audit leadership . |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base salary | $455,862 | Annual base effective Jan 1, 2024 . |
| All other compensation | $12,000 | 401(k) match and employer health/welfare premiums; company matches 401(k) contributions 100% up to $12,000 . |
Performance Compensation
| Metric/Instrument | Target | Weighting | Actual/Payout | Vesting/Terms |
|---|---|---|---|---|
| Annual performance cash bonus (2024) | Target bonus %: 40% of base salary (disclosed for 2023 targets) | Corporate goals 80%; individual goals (for Calhoun) 20% | Corporate goals achieved at 105% of target; blended result 104%; actual bonus paid $190,368 | Paid early 2025 for 2024 performance . |
| Stock option exchange (Feb 28, 2024) | Exchange underwater options (> $52.50 strike) for fewer new options at $24.00 | N/A | 12,296 options canceled; 5,821 replacement options granted to Calhoun | New options vest on later of Feb 28, 2025 or original canceled option’s scheduled vest date . |
| Annual option grant (Mar 1, 2024) | N/A | N/A | 12,357 options at $28.25 (exercisable/unexercisable split below) | Vests 1/48th monthly, subject to continued service . |
| Additional option grant (Sep 4, 2024) | N/A | N/A | 10,880 options at $11.74 (exercisable/unexercisable split below) | Vests 1/48th monthly, subject to continued service . |
Outstanding Equity Awards (as of 12/31/2024)
| Vesting commencement date | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|
| 9/4/2024 | 680 | 10,200 | $11.74 | 9/4/2034 |
| 3/1/2024 | 2,317 | 10,040 | $28.25 | 3/1/2034 |
| 3/15/2023 | 1,378 | 1,771 | $33.50 | 3/15/2033 |
| 9/8/2023 | 679 | 1,240 | $21.00 | 9/8/2033 |
| 7/7/2022 | 1,268 | 831 | $35.25 | 7/7/2032 |
| 2/28/2024 (exchange) | — | 2,073 | $24.00 | 2/28/2034 |
| 2/28/2024 (exchange) | — | 2,998 | $24.00 | 2/28/2034 |
| 2/28/2024 (exchange) | — | 750 | $24.00 | 2/28/2034 |
| 6/26/2020 | 8,576 | — | $86.25 | 6/26/2030 |
Vesting: each option vests in equal monthly installments over 4 years (1/48th monthly), subject to continued service .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Direct share ownership (as of 3/6/2025) | 3,607 shares . |
| Options exercisable within 60 days (as of 3/6/2025) | 25,144 shares . |
| Total beneficial ownership (as of 3/6/2025) | 28,751 shares; <1% of outstanding voting common stock (5,314,311 shares outstanding) . |
| Unexercisable options (as of 12/31/2024) | 29,903 shares (sum of unexercisable awards listed above) . |
| Hedging/pledging | Prohibited: no hedging (derivatives), no short sales, no margin purchases, and no pledging allowed under Insider Trading Compliance Policy . |
| Aggregate options granted under Amended Plan (through 3/31/2025) | 95,793 options attributed to Calhoun (includes surrendered and replacement options from 2024 exchange) . |
Employment Terms
| Scenario | Cash severance | Benefits | Equity vesting | Option exercisability |
|---|---|---|---|---|
| Termination by company without cause or resignation for good reason (outside CIC window) | 9 months base salary | 9 months COBRA reimbursement | Acceleration of any equity that would have vested within 9 months post-termination (performance-vesting per award terms) | Vested options exercisable until 12 months after termination |
| Double-trigger CIC (termination without cause/for good reason 3 months pre- to 12 months post-CIC) | 1× (base salary + target annual bonus at 100% of goals) | 12 months COBRA reimbursement | Full vesting acceleration; performance awards deemed earned at greater of target or actual achievement (if measurable) | Vested options exercisable until 12 months after termination |
| Clawback policy | Complies with SEC/Nasdaq; recovers erroneously paid incentive-based comp upon qualifying restatements . | |||
| Perquisites | Generally limited; in 2024 no special perqs to NEOs beyond broad employee benefits (CEO had small premium subsidy noted) . |
Additional Governance/Design Observations
- Insider Trading Compliance Policy prohibits hedging/pledging and options or derivatives trading by covered persons, reducing misalignment and leverage risks .
- The equity plan allows repricing or option exchanges without stockholder approval at the administrator’s discretion, a governance consideration for investors .
- ALGS completed a company-wide stock option exchange in February 2024 at-the-money ($24.00), replacing underwater options with fewer new options; for Calhoun, 12,296 canceled for 5,821 new, with vesting alignment to original schedules—indicative of retention focus amid stock volatility .
Investment Implications
- Pay mix is equity-heavy via time-vested options (no PSUs/RSUs disclosed), aligning upside with shareholders but offering limited explicit linkage to financial metrics; annual cash bonus uses corporate and individual goals with modest above-target payout (104% for 2024) . Monthly vesting creates a steady cadence of potential Form 4 activity rather than large cliff events, which can diffuse but not eliminate selling pressure .
- The 2024 option exchange reset strikess to market, improving incentive value and near-term retention at the cost of shareholder dilution; administrator discretion to reprice without a vote is a governance trade-off for investors to monitor .
- Ownership is relatively modest (<1% beneficial stake), though pledging/hedging is prohibited and a compliant clawback policy is in place, which supports alignment and reduces risk of problematic hedging behavior .
- Severance/CIC terms appear moderate for a small-cap biotech CFO/COO (9 months salary outside CIC; 1× salary+target bonus under double-trigger CIC), balancing retention with shareholder protections via double-trigger requirements .