A. Rachel Leheny, Ph.D.
About A. Rachel Leheny, Ph.D.
Chief Executive Officer and Class II Director of CalciMedica since March 2023; age 61. Previously CEO of private CalciMedica (2019–2023), founding managing director at Valence Life Sciences, and senior biotech research analyst/team lead at Lehman Brothers, UBS Warburg, and Hambrecht & Quist; Ph.D. in Chemistry (Columbia), A.B. in Chemistry (Harvard), NIH postdoc at UC Berkeley . Board leadership is split (Chair: Robert N. Wilson), and Leheny is not independent under Nasdaq rules; the board meets regularly with strong committee oversight and independent sessions . As an Emerging Growth Company/Smaller Reporting Company, CalciMedica does not hold say‑on‑pay votes .
Operating performance trend (EBITDA)
| Metric | Q4 2023 | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|---|---|---|
| EBITDA ($USD) | -4.30M* | -5.75M* | -6.52M* | -5.72M* | -6.16M* | -6.48M* | -6.61M* | -5.61M* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CalciMedica (Private) | Chief Executive Officer, Director | 2019–2023 | Led pre-merger operations and transition into public company |
| Valence Life Sciences | Founding Managing Director | Since 2012 | Biotech venture investing/leadership |
| Caxton Advantage Venture Partners | Founding Managing Director | 2006–2014 | Life sciences venture investing |
| Lehman Brothers | Head, Biotechnology Research Team | 2000–2002 | Led sell-side biotech coverage |
| UBS Warburg | Head, Biotechnology Research Team | 1998–2000 | Led sell-side biotech coverage |
| Hambrecht & Quist | MD & Senior Biotech Analyst | 1993–1998 | Senior equity research analyst |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Dalcor Pharmaceuticals | Director | Jun 2020–Jan 2024 | Board service concluded 2024 |
| Anthera Pharmaceuticals; Corthera | Director | Prior service | Public/private biotech boards |
| Clearity Foundation | Founding Board Member; Interim COO | Board since 2007; Interim COO Mar 2015–Feb 2017 | Oncology patient advocacy leadership |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2024 | 411,400 | — | — | Discretionary 2024 bonus paid as 2025 option grant (see Performance Compensation) |
| 2023 | 318,859 | 50% (Private CalciMedica program) | 93,560 | Based on corporate goals achievement; paid post‑merger |
Performance Compensation
Option awards and vesting (CEO-focused)
| Grant/Program | Grant date | Type | Shares | Exercise Price | Vesting | Purpose/Comments |
|---|---|---|---|---|---|---|
| Annual option | Mar 28, 2024 | Stock option | 115,000 | $4.16 | 1/48 monthly from grant date | Regular refresh; approved alongside 10‑K filing |
| Annual option (contingent on 2024 plan amendment) | Aug 27, 2024 | Stock option | 115,000 | $4.16 | 1/48 monthly | Approved contingent on 2024 plan amendment |
| 2024 Discretionary bonus in lieu of cash (Contingent Award) | Apr 23, 2025 | Stock option | 77,625 | $1.53 | Fully vested at grant; 10‑year term; exercisable only if 2025 plan amendment approved | Liquidity‑driven pay mix shift toward equity |
2023 annual bonus metrics
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Corporate goals (research/clinical/regulatory/capital) | — | 100% goal achievement | Achieved 100% | Paid per 2025 SCT as $93,560 | Committee reduced payout to 50% of target due to liquidity constraints |
Equity Ownership & Alignment
| Item | Amount | Detail |
|---|---|---|
| Beneficial ownership (%) | 8.8% | Based on 13,971,990 shares outstanding as of Mar 31, 2025 |
| Beneficial shares (#) | 1,258,932 | Includes (i) shares via Valence SPVs where co‑managing director and disclaims except pecuniary interest; (ii) 130,926 direct; (iii) 1,000 spouse; (iv) 64,413 warrants; (v) 322,369 options exercisable within 60 days |
| Options outstanding (historical grants summary) | See below | Option schedule and vesting mechanics |
| Anti‑hedging/pledging policy | Prohibits hedging; pledging only with preapproval | Applies to all directors/officers |
CEO outstanding equity awards (as of Dec 31, 2024)
| Grant date | Vest start | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiry |
|---|---|---|---|---|---|
| 04/25/2019 | 04/30/2020 | 11,232 | — | $2.44 | 04/24/2029 |
| 01/24/2020 | 04/30/2020 | 76,173 | — | $6.60 | 01/23/2030 |
| 06/30/2020 | 04/30/2020 | 30,381 | — | $6.60 | 06/29/2030 |
| 04/28/2021 (A) | 02/22/2021 | 13,382 | 582 | $7.99 | 04/27/2031 |
| 04/28/2021 (B) | 04/28/2021 | 19,826 | — | $7.99 | 04/27/2031 |
| 07/01/2021 | 02/22/2021 | 13,382 | 582 | $7.99 | 06/30/2031 |
| 08/31/2022 (multiple) | 2022 | 6,644 total | — | $10.42 | 08/30/2032 |
| 03/20/2023 (multiple) | 11/22/2022 | 23,177 total | 21,325 total | $17.34 | 03/19/2033 |
| 05/08/2023 | 05/08/2023 | 43,692 | 66,688 | $3.25 | 05/07/2033 |
| 03/28/2024 | 03/28/2024 | 21,562 | 93,438 | $4.16 | 03/08/2034 |
| 08/27/2024 | 03/28/2024 | 21,562 | 93,438 | $4.16 | 08/26/2024 |
Notes: Standard vesting 1/48 monthly unless noted; some grants fully vested at grant; acceleration provisions per severance policy below .
Employment Terms
| Provision | Key terms |
|---|---|
| Offer letter severance (no CoC) | If terminated without cause or resigns for good reason: 12 months base salary; up to 12 months COBRA; 12 months vesting acceleration; 12‑month post‑termination option exercise window; full acceleration upon change in control under 2006 plan . |
| Change‑in‑Control Severance Policy (double‑trigger) | If terminated without cause or resigns for good reason within 12 months post‑CoC: lump sum equal to 18 months base salary + 1.5x target bonus; up to 18 months health coverage; full acceleration of time‑based equity granted on/after 9/24/2020; performance awards accelerate at greater of target or determinable actual; unassumed awards automatically accelerate . |
| Clawback | Exchange Act Rule 10D‑1/Nasdaq 5608 compliant incentive compensation recoupment for 3‑year lookback following restatements . |
| Ownership/hedging | Hedging prohibited; options transactions limited to compensatory grants; pledging/margin use prohibited unless preapproved . |
Board Governance (director service, committees, independence)
- Class II director; nominated for 2025 election for term through 2028 .
- Board independence: Leheny is not independent; majority of board is independent; Chair and CEO roles are separated (Chair: Robert N. Wilson) .
- Committees: Audit (Shaw, Wilson, Middleton; Shaw chair), Compensation (Shaw chair; Wilson, Middleton), Nominating & Corporate Governance (Wilson chair; Shaw) .
- Attendance: In 2024, no director attended fewer than 75% of meetings; independent directors met in executive session regularly .
- Non‑employee director compensation structure (cash retainers, chair/membership fees, annual/initial option grants, acceleration on CoC; 2025 shift to options in lieu of cash) is disclosed; applies to non‑employee directors, not the CEO .
Director Compensation (board-level, non‑employee program)
| Component | Amount/Terms |
|---|---|
| Annual cash retainer (member) | $40,000 |
| Chair of Board | +$35,000 |
| Committee member retainers | Audit $7,500; Comp $5,000; N&CG $5,000 |
| Committee chair retainers | Audit $15,000; Comp $10,000; N&CG $10,000 |
| Initial option grant | 20,000 shares; 36 equal monthly vesting |
| Annual option grant | 10,000 shares; 12 equal monthly vesting; fully vested by next AGM |
| Acceleration | Options accelerate upon change in control |
| 2025 contingent grants in lieu of cash | Additional director options fully or monthly vesting contingent on plan amendment |
Related Party Transactions and Interlocks (risk flags)
- Private placement (pre‑merger): Valence Investments SPV VI (affiliated with Leheny and Roberts) purchased 5,367,368 shares; Sanderling entities; Wilson invested $1,000,000; others participated; registration rights filed and effective in April 2023 .
- Detailed beneficial ownership includes Valence SPVs; Leheny and Roberts share voting/dispositive power and disclaim beneficial ownership except pecuniary interest .
- Anti‑hedging/pledging policy mitigates trading‑related conflicts; no specific pledges by Leheny disclosed .
Compensation Structure Analysis
- Shift from cash to equity: 2024 bonuses for NEOs paid as fully‑vested 2025 stock options (exercise $1.53), reflecting liquidity constraints; increases near‑term option liquidity but reduces direct cash outflow .
- At‑risk pay: Significant option grants with long vesting schedules; double‑trigger change‑in‑control acceleration maintains retention incentives while limiting single‑trigger windfalls .
- Performance metrics: Annual corporate goals (clinical/regulatory/capital) used; 2023 goals achieved 100% but payouts reduced to 50% given liquidity—evidence of discretionary downward adjustment to preserve cash .
- Repricing authority: Plan administrator has authority to reduce option prices or cancel/replace awards without stockholder approval (with participant consent) under Amended 2023 Plan, a governance sensitivity to monitor .
Say‑on‑Pay & Shareholder Feedback
- EGC/SRC status—no advisory say‑on‑pay required or held; board discloses compensation philosophy and clawback adoption .
Equity Plan Overhang and Burn
| As of Apr 28, 2025 | Value |
|---|---|
| Outstanding options | 4,232,943 |
| Weighted‑avg exercise price | $4.20 |
| Remaining term (years) | 8.55 |
| Outstanding full value awards | 40,000 |
| Shares outstanding | 13,971,990 |
| Close price (Nasdaq) | $1.51 |
Investment Implications
- Alignment: Leheny’s reported beneficial ownership of 8.8% (including Valence interests and significant in‑the‑money/exercisable options/warrants) indicates strong equity alignment; anti‑hedging/pledging constraints support long‑term orientation .
- Retention vs liquidity: 2024 bonus paid as fully‑vested options in 2025 reduces cash burn but creates potential near‑term selling pressure once exercisability conditions are met; monitor post‑AGM exercisability and any Form 4 activity .
- Change‑in‑control economics: Double‑trigger severance (18 months salary + 1.5x target bonus) and full acceleration of time‑based awards can incentivize transaction openness while preserving retention until closing; evaluate potential dilution from accelerated vesting in event of strategic alternatives .
- Governance quality: Separation of Chair/CEO, majority independent board, formal clawback, and committee structures are positives; plan repricing authority and sizable option overhang warrant ongoing scrutiny relative to stock performance and capital formation .
- Operating risk: Persistent negative EBITDA and pre‑revenue profile elevate financing risk; equity-heavy pay and contingent option awards are signals of cash preservation priorities; trading strategies should consider dilution cadence and corporate milestone timing. Values retrieved from S&P Global.*
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