Frederic Guerard, Pharm.D.
About Frederic Guerard, Pharm.D.
Frederic Guerard, age 52, has served on CalciMedica’s board since March 2023 (Class II), following his tenure as President, Chief Executive Officer and director of Graybug Vision, Inc. from February 2019 until the March 2023 merger that formed the current company . He is currently Chief Executive Officer and a director of Opthea Limited (since October 2023) and previously held senior global roles at Novartis, including Worldwide Business Franchise Head of Ophthalmology; he holds a Pharm.D. and a Master of Biological and Medical Sciences from the University of Rouen and a Master of Marketing from HEC Paris . The board has determined he is not independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Graybug Vision, Inc. | President, CEO, and Director | Feb 2019 – Mar 2023 | Led company through combination with CalciMedica . |
| Novartis AG | Worldwide Business Franchise Head, Ophthalmology | Apr 2016 – Feb 2019 | Led global ophthalmology business . |
| Alcon Laboratories (Novartis) | Global Franchise Head, Pharmaceuticals | May 2015 – Apr 2016 | Led pharma franchise at Alcon . |
| Novartis AG | Managing Director, UK & Ireland | Jul 2012 – Apr 2015 | Country leadership . |
| Novartis AG | Country President & Managing Director, Australia & New Zealand | Apr 2009 – Jul 2012 | Country leadership . |
External Roles
| Organization | Role | Tenure/Start | Committees/Notes |
|---|---|---|---|
| Opthea Limited | Chief Executive Officer and Director | Since Oct 2023 | External public-company CEO role . |
| Lenz Therapeutics | Director | Since Sep 2021 | Member, Compensation Committee and Audit Committee . |
| Spiral Therapeutics | Director | Since Apr 2023 | Director . |
| Unither Pharmaceuticals | Director | Since Jul 2023 | Director . |
Board Governance
- Class II director; nominated for re-election at the June 24, 2025 annual meeting to a term through 2028 .
- Independence: Not independent under SEC/Nasdaq rules (one of three non-independent directors alongside the CEO and CBO) .
- Committees: Not currently listed as a member of the Audit, Compensation, or Nominating & Corporate Governance Committees (Audit: Shaw, Wilson, Middleton; Compensation: Shaw, Wilson, Middleton; Nominating: Wilson, Shaw) .
- Attendance: The board met 5 times in 2024; no director attended fewer than 75% of aggregate board and applicable committee meetings during their tenure in 2024; all directors attended the 2024 annual meeting .
- Anti-hedging/pledging: Company policy prohibits hedging and pledging (margin or collateral) of company securities by directors without pre-approval, enhancing alignment .
Fixed Compensation
| Component | Policy Amount/Structure | Notes |
|---|---|---|
| Annual Board Cash Retainer | $40,000 | Under former non-employee director compensation policy adopted May 2023 . |
| Chair of Board (additional) | $35,000 | Incremental to base retainer . |
| Committee Member Retainers | Audit: $7,500; Compensation: $5,000; Nominating: $5,000 | Member fees . |
| Committee Chair Retainers | Audit: $15,000; Compensation: $10,000; Nominating: $10,000 | In lieu of member fee . |
| 2025 Form of Payment Flexibility | Retainers may be paid in non-cash form if approved; quarterly payments starting Jan 1, 2026 unless otherwise approved | Amended policy effective Mar 26, 2025 . |
| 2024 Cash Fees (Actual) – Frederic Guerard | $40,000 | Fees earned/paid in cash . |
Performance Compensation
| Equity Element | Detail | Vesting/Terms | Value/Strike |
|---|---|---|---|
| 2024 Director Option Award (annual) | Option grant (value for 2024) | Standard non-employee director grant; vesting terms per policy | Grant-date fair value $83,700 . |
| Options Outstanding (12/31/2024) | 20,000 options | Outstanding as of year-end | Count of options . |
| Director Options – Change in Control | Director options subject to accelerated vesting upon a “change in control” under the plan | Acceleration provision | Per non-employee director policy . |
| 2025 Contingent Award (Director) | 10,000 options (Contingent Award) | Vests 1/12 monthly from Mar 26, 2025; exercisable only if 2025 plan amendment approved; otherwise forfeited; 10-year term | $1.53 exercise price; 10-year term . |
| 2025 Q1 Contingent Award (in lieu of Q1 cash retainer) | 5,000 options | Fully vested at grant; exercisable only if plan amendment approved; otherwise forfeited; 10-year term | $1.53 exercise price; 10-year term . |
| 2025 Additional Contingent Award (Apr–Dec retainer) | 15,000 options | Vests 1/9 monthly from Apr 1, 2025; exercisable only if plan amendment approved; otherwise forfeited; 10-year term | $1.53 exercise price; 10-year term . |
| Aggregate Additional Contingent Awards (2025) | 20,000 options | Combined Q1 + Apr–Dec awards in lieu of cash retainers | Aggregate count confirmation . |
Note: In April 2025, the company shifted non-employee director retainers to stock options via “Contingent Awards” subject to shareholder approval of amendments increasing the share reserve; this preserves liquidity but increases equity-based dilution; the awards are non-exercisable and forfeitable absent shareholder approval .
Other Directorships & Interlocks
| Company | Relationship to CALC | Potential Interlock/Conflict Observations |
|---|---|---|
| Opthea Limited (CEO/Director) | No disclosed transactions with CALC | External CEO role may increase time commitments; no related-party transactions disclosed with CALC . |
| Lenz Therapeutics (Director; Comp & Audit Committees) | No disclosed transactions with CALC | Committee roles demonstrate governance expertise; no CALC related-party links disclosed . |
| Spiral Therapeutics (Director) | No disclosed transactions with CALC | No CALC related-party links disclosed . |
| Unither Pharmaceuticals (Director) | No disclosed transactions with CALC | No CALC related-party links disclosed . |
Expertise & Qualifications
- Executive leadership in ophthalmology and pharma: CEO roles (Graybug, Opthea) and franchise leadership at Novartis/Alcon in ophthalmology and multiple country general management roles .
- Academic credentials: Pharm.D.; Master of Biological and Medical Sciences (University of Rouen); Master of Marketing (HEC Paris) .
- Boardroom breadth: Service on multiple life sciences boards and committees (compensation, audit) at Lenz Therapeutics .
Equity Ownership
| Ownership Metric | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership | 110,727 shares | <1% of outstanding . |
| Direct/Common Shares | 90,727 shares | Directly held . |
| Options Exercisable within 60 days | 20,000 shares | Included in beneficial ownership per SEC rules . |
| Ownership % of Outstanding | <1% | Based on 13,971,990 shares outstanding as of Mar 31, 2025 . |
| Pledging/Hedging | Not disclosed for this director; company policy prohibits hedging/pledging without pre-approval | Governance risk mitigant . |
Governance Assessment
- Independence and committees: Guerard is not independent and is not assigned to key committees (Audit, Compensation, Nominating), which mitigates committee-level conflict risk but reduces the pool of independent oversight on the board .
- Attendance and engagement: He met the minimum attendance threshold in 2024 (no director under 75%); all directors attended the 2024 annual meeting, supporting baseline engagement .
- Compensation alignment: 2024 director pay comprised $40,000 cash plus $83,700 grant-date value in options; in 2025, director retainers were shifted largely into stock options (subject to shareholder approval), signaling liquidity preservation and increased equity alignment but adding dilution and contingent exercisability risk .
- Change-in-control terms: Director options accelerate on change in control, a common but investor-sensitive feature; investors should monitor aggregate equity usage and acceleration provisions .
- Conflicts/related parties: No related-party transactions involving Guerard were disclosed; the company maintains a formal related-person transactions policy overseen by the Audit Committee .
- Risk signals: Non-independence; simultaneous external CEO role (Opthea) could present time-allocation concerns; however, anti-hedging/pledging policy and absence of related-party transactions reduce alignment risks .