Kenneth A. Stauderman, Ph.D.
About Kenneth A. Stauderman, Ph.D.
Kenneth A. Stauderman is Chief Scientific Officer (CSO) of CalciMedica, serving in this role since the March 2023 merger; he is a co‑founder of Private CalciMedica and previously led R&D there (SVP R&D 2014–2017; VP Research 2007–2014). He is 72 (2025 proxy), holds a B.A. in Psychology from the University of Virginia and a Ph.D. in Pharmacology from the University of Texas Health Science Center at San Antonio . Recent cash incentive outcomes for his peer NEOs were constrained by liquidity (50% payout for 2023 bonuses despite 100% goal achievement), with his own 2023 target bonus set at 40%; equity compensation has included option awards and fully‑vested contingent options granted subject to shareholder approval of plan amendments .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Private CalciMedica | Chief Scientific Officer | 2017–Mar 2023 | Led scientific strategy pre‑merger . |
| Private CalciMedica | SVP, Research & Development | 2014–2017 | Oversaw R&D programs . |
| Private CalciMedica | VP, Research | 2007–2014 | Built research function at founding stage . |
| TorreyPines Therapeutics (f/k/a Neurogenetics) | Executive Director, Biology & Lead Discovery | 2000–2007 | Directed biology and lead discovery . |
| SIBIA Neurosciences (later Merck Research Labs, San Diego) | Director, Molecular & Cell Biology | 1994–2000 | Led molecular and cell biology group . |
| Marion Merrell Dow Pharmaceuticals | Senior Scientist | 1986–1994 | Early‑career drug discovery roles . |
Fixed Compensation
| Metric | 2023 |
|---|---|
| Base salary ($) | 266,667 |
| Target bonus (%) | 40% |
| Annual cash bonus (performance-based, paid for 2023 performance) ($) | 58,813 (paid at 50% despite 100% goal achievement, per Compensation Committee decision in Mar 2024) |
| Non‑equity incentive compensation (SCT presentation for 2023) ($) | 62,940 |
| Other bonus ($) | 210,000 (reported in SCT “Bonus”) |
Notes: The proxy discloses both a narrative determination for 2023 performance bonuses and SCT totals; SCT values reflect SEC presentation conventions and may differ in timing from narrative determinations .
Performance Compensation
Annual Bonus Metrics (2023)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate objectives (clinical, regulatory, capital raising) | Not disclosed | 100% | 100% | Paid at 50% of target, resulting in $58,813 | Cash (paid post‑merger) |
Equity Grants (recent)
| Grant date | Type | Shares | Exercise price | Vesting | Term/Status |
|---|---|---|---|---|---|
| Mar 28, 2024 | Contingent stock option (Amended 2023 Plan, subject to shareholder approval) | 62,500 | $4.16 | Not specified; contingent on plan approval | 10 years; contingent awards approved and priced subject to shareholder approval . |
| Mar 26, 2025 | Contingent stock option (Amended 2023 EIP) | 47,125 | $1.53 | Fully vested as of grant; exercisable only if shareholder approval obtained (forfeited if not approved) | 10 years; contingent on approval at 2025 Annual Meeting . |
Equity Ownership & Alignment
| Ownership detail (as of 3/31/2024) | Amount |
|---|---|
| Shares owned directly | 11,944 |
| Options exercisable within 60 days | 114,109 |
| Total beneficial ownership (shares) | 126,053 |
| % of shares outstanding | 1.16% (based on 10,740,115 shares outstanding) |
| Hedging/pledging | Insider Trading Policy prohibits hedging; pledging requires pre‑approval by compliance officer . |
| Executive stock ownership guidelines | Not disclosed in reviewed proxies. |
Outstanding Equity Awards (year‑end detail)
Outstanding options held as of December 31, 2023:
| Grant date | Exercisable | Unexercisable | Exercise price | Expiration | Source |
|---|---|---|---|---|---|
| 08/02/2018 | 22,777 | — | $2.44 | 08/01/2028 | |
| 04/25/2019 | 8,640 | — | $2.44 | 04/24/2029 | |
| 06/30/2020 | 18,941 | 2,706 | $6.60 | 06/29/2030 | |
| 04/28/2021 | 5,145 | 2,119 | $7.99 | 04/27/2031 | |
| 04/28/2021 | 13,147 | — | $7.99 | 04/27/2031 | |
| 07/01/2021 | 5,145 | 2,119 | $7.99 | 06/30/2031 | |
| 07/13/2022 | 5,472 | — | $19.45 | 07/12/2032 | |
| 08/31/2022 | 661 | — | $10.42 | 08/30/2032 | |
| 08/31/2022 | 1,954 | — | $10.42 | 08/30/2032 | |
| 03/20/2023 | 566 | 1,524 | $17.34 | 03/19/2033 | |
| 03/20/2023 | 5,143 | 13,848 | $17.34 | 03/19/2033 | |
| 03/20/2023 | 508 | 1,369 | $17.34 | 03/19/2033 | |
| 05/08/2023 | 10,060 | 58,928 | $3.25 | 05/07/2033 |
Employment Terms
| Scenario | Cash severance | COBRA | Equity acceleration | Notes |
|---|---|---|---|---|
| Termination without cause (pre‑Change‑in‑Control) | 4 months’ base salary | Up to 4 months | None specified | Per offer letter . |
| Termination without cause or resignation for good reason within 12 months post‑Change‑in‑Control (company policy) | 15 months’ base salary + 1.25× target bonus (lump sum) | Up to 15 months | Full acceleration of time‑based equity; performance awards at greater of target or actual (if determinable) | Change in Control Severance Policy coverage for current officers described; 2024 proxy names Stauderman in this group . 2025 proxy summarizes policy for named officers (Roberts, Hebbar); coverage for Stauderman not specifically restated there . |
| Termination without cause following consummation of a Change‑in‑Control (per offer letter) | 6 months’ base salary | Up to 6 months | Full acceleration of all outstanding unvested options | Offer letter terms . |
Additional policies:
- Clawback: Incentive compensation recoupment policy adopted Nov 2023 under Rule 10D‑1/Nasdaq 5608; applies to incentive comp received in three years preceding a restatement .
- Insider Trading Policy: Prohibits hedging; pledging requires pre‑approval .
- Say‑on‑Pay: As an Emerging Growth Company, CALC is not required to conduct advisory votes on executive compensation .
Investment Implications
- Pay mix and liquidity sensitivity: 2023 corporate goals were achieved at 100%, but payouts were cut to 50% due to liquidity, signaling a board emphasis on cash conservation; Stauderman’s target bonus was 40% of salary (payout $58,813), while separate SCT‑reported bonus and option grant values reflect significant equity emphasis .
- Near‑term option supply: He received contingent options in 2024 (62,500 at $4.16) subject to shareholder approval and fully‑vested contingent options in 2025 (47,125 at $1.53), exercisable only upon shareholder approval; if in‑the‑money post‑approval, these fully‑vested grants could concentrate exercises/sales timing .
- Alignment and retention: Beneficial ownership was 1.16% as of March 31, 2024 (11,944 shares + 114,109 options within 60 days), providing some alignment; base severance outside CIC is modest (4 months), while CIC protection is stronger (policy provides 15 months salary + 1.25× target bonus and equity acceleration), reducing change‑of‑control departure risk .
- Governance safeguards: Clawback policy and anti‑hedging/controlled pledging reduce risk of misalignment; absence of say‑on‑pay as an EGC limits external pay feedback mechanisms .