Fred Middleton
About Fred Middleton
Independent Class I director at CalciMedica (CALC); age 75; joined the combined company board in March 2023 after serving on Private CalciMedica’s board since May 2020 . He is a Managing Director at Sanderling Ventures since 1987, with deep operating and CFO experience at Genentech (third original management team member, CFO 1978–1984) and Regeneron (CFO and director 1991–2001); education: B.S. Chemistry (MIT) and MBA (Harvard) . Board determined him to be independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genentech | Chief Financial Officer; third original management team member | 1978–1984 | Built early finance function; biotech operating experience |
| Regeneron Pharmaceuticals | Chief Financial Officer and Director | 1991–2001 | Large-cap public company governance and finance leadership |
| Sanderling Ventures | Managing Director | Since 1987 | Investor, operator, and director across 20+ biomedical ventures |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Chimerix, Inc. | Director | Jun 2019–Apr 2025 | Public company board experience (company referenced as acquired by Jazz Pharmaceuticals) |
| Asteres Inc. | Director | Current | Private company board |
| Theravida, Inc. | Director | Current | Private company board |
| ViaCyte, Inc. | Director | Prior | Company acquired by Vertex Pharmaceuticals |
Board Governance
- Committees: Audit (member), Compensation (member); not on Nominating & Corporate Governance .
- Committee chairs: Audit and Compensation chaired by Allan Shaw; Nominating & Corporate Governance chaired by Robert N. Wilson .
- Independence: Independent director under SEC/Nasdaq rules .
- Attendance and engagement: In 2024, Board met 5x; Audit 5x; Compensation 4x; Nominating 1x. No director attended <75% of combined Board/committee meetings; independents meet separately regularly .
- Board structure: Separate Chair (Robert N. Wilson) and CEO (A. Rachel Leheny) to enhance oversight .
- Class/term: Class I director; Class I terms expire in 2027 .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Annual cash retainer | $40,000 | Policy adopted May 2023 | Non-employee director compensation policy |
| Audit Committee member fee | $7,500 | Policy | Member fee (chair fee would be $15,000; Middleton is member) |
| Compensation Committee member fee | $5,000 | Policy | Member fee (chair fee would be $10,000; Middleton is member) |
| Total cash paid (Middleton) | $52,500 | FY2024 | Actual fees earned |
| Policy update | — | Effective Mar 26, 2025 | Retainers may be paid in non-cash form subject to Board/Comp Committee approval |
| Director comp limit | $750,000/year | Ongoing | Aggregate cash + equity cap ($1,000,000 if first year on board) |
Performance Compensation
| Award | Grant Date / Period | Shares | Exercise Price | Vesting | Term | Fair Value / Notes |
|---|---|---|---|---|---|---|
| FY2024 option awards (aggregate) | 2024 | — | — | Policy vesting: 12 equal monthly installments for annual grants | — | $83,700 aggregate grant-date fair value |
| Options outstanding (as of 12/31/2024) | Outstanding 12/31/2024 | 40,000 | — | Various per grants | — | Count outstanding |
| Contingent Award (director) | Approved Apr 23, 2025 | 10,000 | $1.53 | 1/12 monthly from Mar 26, 2025; exercisable only if stockholders approve Plan; forfeited if not approved | 10 years | Board-approved contingent; subject to EIP amendment |
| Q1 2025 Contingent Award (cash-in-lieu) | Q1 2025 services | 6,562 | $1.53 | Fully vested at grant; exercisable only if Plan approved; forfeited if not approved | 10 years | Retainers replaced by options for Q1; Black-Scholes sizing |
| 2025 Contingent Award (Apr–Dec) | Apr–Dec 2025 services | 19,687 | $1.53 | 1/9 monthly from Apr 1, 2025; exercisable only if Plan approved; forfeited if not approved | 10 years | Retainers replaced by options for remainder of 2025 |
| Change-in-control treatment (director awards) | — | — | — | Director options subject to accelerated vesting on change-in-control | — | Non-employee director policy |
Performance metrics tied to director compensation: None disclosed (director pay consists of fixed retainers and time-based option vesting; no revenue/EBITDA/TSR targets) .
Other Directorships & Interlocks
| Entity | Type | Relationship to Middleton | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Sanderling Ventures and affiliated funds | Investor | Managing Director | Sanderling entities beneficially own ~17.7% of CALC; Middleton shares voting/dispositive power and is affiliated; transactions require Audit Committee review under related-party policy |
| Golden Triangle Ventures, LLC | Personal entity | Middleton is managing member | Holds CALC shares; included in Middleton’s beneficial ownership |
Expertise & Qualifications
- Deep biotech finance/operator pedigree (Genentech CFO; Regeneron CFO/director) and 30+ years venture investing/operator experience at Sanderling; financially literate Audit/Comp committee member .
- Advanced technical/business education (MIT Chemistry; Harvard MBA) .
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership (Middleton) | 2,565,350 shares; 18.2% of outstanding |
| Sanderling-affiliated holdings (aggregate) | 2,481,567 shares (subject to warrant ownership limits) |
| Direct shares (Middleton personally) | 36,514 shares |
| Warrants (Middleton personally) | 5,760 shares via warrants |
| Golden Triangle Ventures, LLC | 8,176 shares |
| Options exercisable within 60 days | 33,333 shares |
| Options outstanding (12/31/2024) | 40,000 shares |
| Anti-hedging/pledging policy | Hedging prohibited; pledging prohibited unless preapproved |
| Pledged shares | None disclosed |
Governance Assessment
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Strengths: Independent status; service on Audit and Compensation Committees; strong attendance; separation of Chair/CEO; robust anti-hedging/pledging and clawback policies; director awards capped annually .
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Alignment: Significant skin-in-the-game via beneficial ownership; 2025 shift to options in-lieu-of cash retainers increases at-risk exposure; director options accelerate on change-in-control but are time-based, not performance-based .
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Conflicts and oversight: Related-party exposure due to Sanderling’s >5% stake and Middleton’s role; company maintains a formal RPT policy with Audit Committee review. Note Middleton sits on Audit Committee, which reviews RPTs—committee composition/recusals should be monitored for independence in approvals .
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RED FLAGS:
- Concentrated ownership: Middleton’s beneficial stake at 18.2% (including affiliates) may influence outcomes; monitor voting and committee recusals in RPT reviews .
- Option repricing flexibility: Amended 2023 Plan allows repricing or substitution without shareholder approval (with participant consent) — shareholder-unfriendly potential if misused; watch Compensation Committee governance around equity actions .
- Director option acceleration on change-in-control: Alignment risk if incentives favor deal timing over long-term value; however common in small-cap biotech context .
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Signals:
- 2025 adoption of options in lieu of cash retainers suggests liquidity preservation and tighter cash governance; increases director exposure to equity outcomes, supportive of alignment with shareholders .
- Attendance and independent sessions reflect active oversight culture .
Overall, Middleton brings seasoned biotech finance and venture governance experience; independence and engagement are positives, but his Sanderling affiliation and substantial beneficial ownership require vigilant conflict management and transparent Audit Committee processes to sustain investor confidence .