Allan Shaw
About Allan Shaw
Allan Shaw (age 61) is an independent director of CalciMedica, Inc. and serves as Chair of both the Audit Committee and the Compensation Committee, and as a member of the Nominating and Corporate Governance Committee; the Board has designated him an “audit committee financial expert.” He has served on CalciMedica’s board since March 2023 (and on Private CalciMedica’s board since October 2021). Shaw holds a B.S. in Applied Science and Accounting from SUNY Oswego and is a certified public accountant (NY) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Portage Biotech Inc. | Chief Financial Officer | May 2020–Sep 2024 | Public biotech CFO; capital markets and financial leadership |
| Syndax Pharmaceuticals, Inc. | CFO & Treasurer | Jan 2016–Feb 2017 | Public clinical-stage biotech CFO |
| NewLead Holdings Ltd. | Chief Financial Officer | Oct 2009–Jul 2011 | Corporate finance leadership |
| Serono S.A. | Chief Financial Officer | Nov 2002–May 2004 | Global biopharma CFO |
| Viatel, Inc. | Chief Financial Officer | Nov 1994–Jun 2002 | Corporate finance leadership |
| Alvarez & Marsal LLC | Managing Director | Dec 2011–Mar 2015 | Restructuring/turnaround expertise |
| Shaw Strategic Capital LLC | Founder & Senior Managing Director | 2005–2009 | Strategy and capital advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Evecxia Therapeutics, Inc. | Director | Since Oct 2023 | Board oversight |
| Blue Water Vaccines, Inc. | Director | Jan 2020–Aug 2022 | Governance oversight (public) |
| VIVUS, Inc. | Director | Sep 2015–Oct 2019 | Public company board experience (interlock with Eric Roberts) |
| Akari Therapeutics, Plc | Director | Oct 2013–Jun 2016 | Public company governance |
Board Governance
- Independence: The Board determined Allan Shaw is independent under SEC and Nasdaq rules; CalciMedica’s independent directors comprise a majority (four of seven) .
- Committee leadership: Chair, Audit Committee and Chair, Compensation Committee; member, Nominating and Corporate Governance Committee; designated “audit committee financial expert” .
- Attendance: In 2024, the Board met 5 times; Audit 5; Compensation 4; Nominating & Corporate Governance 1; no director attended fewer than 75% of meetings; all directors attended the 2024 annual meeting .
- Board structure and risk oversight: Separate Chair (Robert N. Wilson) and CEO roles; committee-based risk oversight with Audit covering internal control/cybersecurity and Compensation covering incentive risk; independent directors meet in executive session regularly .
- Policies: Insider Trading Policy prohibits hedging and pledging unless preapproved; Clawback Policy (Nov 2023) mandates recovery of excess incentive compensation after restatements over a 3-year lookback per Rule 10D-1/Nasdaq 5608 .
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $62,500 |
Non‑employee director policy (May 2023; amended Mar 26, 2025): annual cash retainer $40,000; Committee member retainers: Audit $7,500, Compensation $5,000, Nominating & Corporate Governance $5,000; Committee chair retainers in lieu of member fees: Audit $15,000, Compensation $10,000, Nominating & Corporate Governance $10,000; Chair of Board $35,000. Beginning Jan 1, 2026, retainers payable quarterly; retainers may be paid in forms other than cash upon Board/Compensation Committee approval .
Performance Compensation
| Grant/Program | Grant Date | Shares/Options (#) | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|---|
| Annual director option | 08/27/2024 | 10,000 | $4.16 | 1/12 monthly over one year from 03/28/2024 | 08/26/2034 |
| Director option awards (aggregate fair value 2024) | 2024 | — | — | — | $83,700 grant-date fair value |
| 2025 Contingent Award (director annual grant) | 03/26/2025 (approved 04/23/2025, effective on shareholder approval) | 10,000 | $1.53 | Vests 1/12 monthly from 03/26/2025 | 10 years |
| Q1 2025 Contingent Award (in lieu of cash retainers) | 03/26/2025 | 8,594 | $1.53 | Fully vested at grant; exercisable only upon shareholder approval | 10 years |
| 2025 Contingent Award (Apr–Dec in lieu of cash retainers) | 04/01/2025 | 26,250 | $1.53 | Vests 1/9 monthly from 04/01/2025; exercisable only upon shareholder approval | 10 years |
Option terms: Director options under the 2023 Plan have 10-year terms and accelerate upon “change in control” as defined in the plan . The Amended 2023 Plan authorizes repricing/cancellation-and-regrant of options/SARs by the Board without shareholder approval (with participant consent), which is a potential shareholder-unfriendly feature .
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| VIVUS, Inc. | Director (2015–2019) | Allan Shaw and Eric W. Roberts both served on VIVUS’s board (network tie) |
| Evecxia Therapeutics, Inc. | Director (since Oct 2023) | Current private company directorship |
| Blue Water Vaccines, Inc. | Director (2020–2022) | Prior public company directorship |
| Akari Therapeutics, Plc | Director (2013–2016) | Prior public company directorship |
Expertise & Qualifications
- Financial expertise: CPA (NY); designated “audit committee financial expert” by the Board; extensive CFO experience in public biopharma (Serono, Syndax, Portage) .
- Capital markets/strategic finance: Alvarez & Marsal MD; founded Shaw Strategic Capital; multiple public company board roles .
- Biopharma governance: Prior boards at VIVUS, Akari, Blue Water; current at Evecxia .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 36,957 (options exercisable within 60 days of Mar 31, 2025) |
| Ownership % of shares outstanding | <1% |
| Options outstanding (aggregate as of 12/31/2024) | 43,624 |
Insider Trades
| Date | Security/Type | Amount | Price | Vesting/Notes | Source |
|---|---|---|---|---|---|
| 08/27/2024 | Director stock option (right to buy common) | 10,000 | $4.16 | 1/12 monthly over one year from 03/28/2024; expires 08/26/2034 | |
| 06/26/2025 | Director stock option | — | $1.53 | Board approved 04/23/2025, subject to shareholder approval (contingent awards) |
Note: CalciMedica disclosed late filings for Form 4s in 2023 due to administrative oversight (including Allan Shaw’s filing on Jun 26, 2023 for a May 8, 2023 transaction), indicating a minor compliance lapse later corrected .
Governance Assessment
- Strengths: Independent director with deep financial expertise; chairs both Audit and Compensation, enhancing board oversight. Designation as audit committee financial expert is a positive signal for financial reporting quality . Attendance and engagement were solid in 2024; independent directors meet in executive session regularly .
- Alignment: Director compensation includes modest cash retainer and annual equity grants; 2025 change to compensate directors with options in lieu of cash (contingent on shareholder approval) increases equity alignment but also dilution; grants priced at $1.53 with 10-year term and standard vesting .
- Policies: Anti‑hedging/anti‑pledging policy and Clawback Policy aligned with best practices; emerging growth status limits say‑on‑pay requirements (reduced shareholder feedback channel) .
- Potential RED FLAGS:
- Plan repricing: Amended 2023 Plan permits option/SAR repricing or cancellation-and-regrant without shareholder approval (with participant consent), which can be shareholder-unfriendly if used; monitor Compensation Committee decisions given Shaw’s Chair role .
- Contingent equity replacing cash: Heavy use of contingent director option awards tied to plan approval may raise concerns about optics and dilution at a micro-cap; ensure robust rationale and clear performance linkages .
- Minor compliance lapse: Late Form 4 filings in 2023 (administrative oversight) noted; appears remediated but should be monitored for future Section 16 timeliness .
Related-party exposure: No related-party transactions disclosed involving Allan Shaw. The company’s related‑person transaction policy routes review to the Audit Committee (which Shaw chairs), mitigating conflict risk; 2023 private placement included investments by other directors/affiliates (Valence, Sanderling, Wilson) but not Shaw .