Eric W. Roberts
About Eric W. Roberts
Eric W. Roberts is CalciMedica’s Chief Business Officer and a member of the Board of Directors since the March 2023 merger; he is 61 years old and holds a B.S. in Economics from The Wharton School of the University of Pennsylvania . He previously served as Private CalciMedica’s Chief Business Officer and board member, and as vice chairman from May 2020 to March 2023, following a career as an investment banker and venture investor with leadership roles at Lehman Brothers, Dillon, Read & Co., and Citicorp . As an executive director, the board has determined he is not independent under Nasdaq rules, while a majority of the board and all committee members are independent .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CalciMedica (Private) | Chief Business Officer; Board member; Vice Chairman | May 2020–Mar 2023 | Senior leadership ahead of merger; board service |
| Valence Life Sciences | Founding Managing Director | 2012–present | Venture investing; sector expertise |
| Caxton Advantage Venture Partners | Founding Managing Director | Jun 2006–Dec 2019 | Biopharma venture leadership |
| Lehman Brothers | Co-head, Healthcare Investment Banking | Apr 2000–Jan 2004 | Led healthcare IB coverage |
| Dillon, Read & Co. Inc. | Managing Director and Partner | Apr 1989–Apr 2000 | Senior investment banking role |
| Citicorp | M&A and Venture Capital groups | Jun 1986–Apr 1989 | Corporate finance experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| VIVUS, Inc. | Director | Jun 2015–Oct 2019 | Public biopharma board experience |
| Invuity, Inc. | Director | Jun 2012–Oct 2018 | Company sold to Stryker (Oct 2018) |
| Gemin X Pharmaceuticals, Inc. | Director | Jul 2008–Mar 2012 | Company sold to Cephalon (Mar 2012) |
| Valence Investments SPV IV/V/VI | Founding member | Various | Investment SPVs; sector network |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 281,963 | 385,650 |
| All Other Compensation ($) | 11,385 | 4,950 |
Performance Compensation
Short-Term Incentives
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Discretionary Bonus ($) | 300,000 | — | One-time discretionary bonus paid post-merger |
| Non-Equity Incentive Plan Compensation ($) | 85,662 | — | Based on company objectives for the year |
Long-Term Incentives (Grant-date Fair Value)
| Component | 2023 | 2024 |
|---|---|---|
| Option Awards ($) | 136,749 | 648,675 |
2025 Contingent Awards
| Detail | Eric W. Roberts |
|---|---|
| Shares subject to stock option | 72,750 |
| Exercise price | $1.53 per share |
| Term | 10 years |
| Vesting | Fully vested upon grant; exercisable only upon shareholder approval of amended 2023 EIP; forfeited if not approved |
Equity Ownership & Alignment
Beneficial Ownership (as of March 31, 2025)
| Holder | Shares Beneficially Owned (#) | Ownership (%) |
|---|---|---|
| Eric W. Roberts | 1,186,892 | 8.3% |
Beneficial Ownership Breakdown (as of March 31, 2024)
| Component | Shares (#) |
|---|---|
| Common stock held directly | 108,373 |
| IRA Financial Trust Company, CFBO Eric W. Roberts | 10,661 |
| FMTC Custodian — CFBO Eric W. Roberts | 5,223 |
| Oppenheimer & Co. Inc. Custodian FBO Eric W Roberts Roth IRA | 38,894 |
| Warrants exercisable within 60 days | 2,226 |
| Common Warrants | 91,086 |
| Stock options exercisable within 60 days | 128,213 |
Outstanding Equity Awards at Fiscal Year-End 2024 (selected)
| Grant Date | Vesting Commencement | Exercisable | Unexercisable | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|
| 01/24/2020 (7) | 05/20/2020 | 22,851 | — | 6.60 | 01/23/2030 |
| 06/30/2020 (2) | 05/20/2020 | 36,041 | — | 6.60 | 06/29/2030 |
| 04/28/2021 (3) | 02/22/2021 | 6,691 | 291 | 7.99 | 04/27/2031 |
| 04/28/2021 (5) | 04/28/2021 | 11,739 | — | 7.99 | 04/27/2031 |
| 07/01/2021 (3) | 02/22/2021 | 6,691 | 291 | 7.99 | 06/30/2031 |
| 07/01/2021 (8) | 03/20/2023 | 11,778 | — | 7.99 | 06/30/2031 |
| 08/31/2022 (5) | 05/16/2022 | 2,935 | — | 10.42 | 08/30/2032 |
| 08/31/2022 (6) | 09/01/2022 | 1,677 | — | 10.42 | 08/30/2032 |
| 08/31/2022 (5) | 08/31/2022 | 1,263 | — | 10.42 | 08/30/2032 |
| 03/20/2023 (3) | 11/22/2022 | 2,752 | 2,532 | 17.34 | 03/19/2033 |
| 03/20/2023 (3) | 11/22/2022 | 10,447 | 9,613 | 17.34 | 03/19/2033 |
| 03/20/2023 (3) | 11/22/2022 | 939 | 865 | 17.34 | 03/19/2033 |
| 05/08/2023 (3) | 05/08/2023 | 24,030 | 36,679 | 3.25 | 05/07/2033 |
| 08/27/2024 (4) | 03/28/2024 | 14,531 | 62,969 | 4.16 | 08/26/2034 |
Typical vesting patterns: 25% after 1 year then 1/48 monthly; some awards vest 1/48 monthly from commencement; certain grants vest 1/12 monthly; with acceleration on specified events per the severance policy .
Hedging/Pledging, Guidelines
- Insider Trading Policy prohibits hedging and derivative transactions; pledging of company securities is prohibited unless preapproved by the compliance officer .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Offer letter dated May 20, 2020; at-will employment; sets initial base salary, eligibility for benefits and equity awards; periodic reviews at Board/Committee discretion |
| Change-in-control severance | If terminated without cause or resigns for good reason within 12 months post-change-in-control: lump sum equal to 15 months’ base salary + 1.25x target bonus; up to 15 months of COBRA; service-vested equity awards granted on/after Sept 24, 2020 accelerate in full; performance awards deemed at greater of target or determinable actual unless award specifies otherwise; unassumed awards accelerate |
| Clawback policy | Company maintains a clawback policy; details referenced in proxy |
| Indemnification | Company provides indemnification agreements and advancement of expenses to directors/officers |
Board Governance
- Board service: Director since March 2023; nominated as a Class II director for a term through the 2028 annual meeting .
- Committee roles: Audit, Compensation, and Nominating/Corporate Governance Committees are composed entirely of independent directors; Roberts is not listed as a member of these committees .
- Independence: Board determined Roberts is not independent; a majority of directors are independent .
- Board structure: CEO and Chair roles are separated (CEO: A. Rachel Leheny; Chair: Robert N. Wilson), enhancing oversight independence .
- Attendance: In 2024, the Board held 5 meetings; Audit 5; Compensation 4; Nominating 1; no director attended fewer than 75% of their meetings .
- Insider Trading Policy: Anti-hedging and pledging restrictions apply to directors and officers .
Additional Signals and Transactions
- Private Placement participation (Jan–Feb 2024): Roberts purchased 91,086 shares and 91,086 warrants for ~$400,004, alongside other insiders and funds; warrants had specified exercise limits .
- Section 16 compliance: Due to administrative oversight, Roberts and other insiders filed a late Form 4 for a transaction on March 28, 2024 .
Compensation Structure Analysis
- Mix shift toward equity: Option grant fair value increased from $136,749 (2023) to $648,675 (2024), while 2024 had no cash bonus or non-equity incentive payout, indicating a greater emphasis on equity-based alignment in 2024 .
- Use of compensation consultant: March 2024 option grants were determined based on peer data from the compensation consultant, reflecting benchmarking practices; specific peer group composition not disclosed .
- Performance awards flexibility: The Amended 2023 Plan permits cash or equity-settled performance awards with broad, adjustable performance goals and exclusions for extraordinary items, allowing tailored incentive design .
Equity Award Vesting and Potential Selling Pressure
- Significant outstanding options across 2020–2024 vintages with service-based vesting and multiple expirations through 2034 may create rolling windows of exercisability; accelerated vesting can occur upon change-in-control under policy terms .
- 2025 Contingent Awards are fully vested on grant but exercisable only upon shareholder approval; forfeiture if not approved, introducing conditional overhang dynamics .
Investment Implications
- Alignment: Roberts’ substantial ownership (8.3%) and increased equity-based compensation in 2024 support alignment with shareholder value creation, while anti-hedging and restricted pledging reduce misalignment risks .
- Retention/CoC economics: Double-trigger change-in-control benefits (15 months’ salary + 1.25x target bonus; equity acceleration) provide retention incentives but also create potential acquisition-related payout obligations and accelerated vesting supply .
- Governance: As an executive director, Roberts is non-independent, but the separation of CEO/Chair and independent committee structure mitigate dual-role concerns; board attendance and processes appear robust .
- Trading signals: Conditional 2025 Contingent Awards and prior private placement participation indicate insider engagement; future exercisability subject to shareholder approval could affect near-term supply dynamics .