Michael J. Dunn, MBA

About Michael J. Dunn, MBA

Michael J. Dunn is President and Chief Operating Officer of CalciMedica, serving since the closing of the merger in March 2023; he previously was President and COO of private CalciMedica (2014–March 2023) and SVP, Corporate Development (2013–2014) . He is 69, holds an MBA from the University of San Diego and a BA in Biology from the University of Chicago . The proxy and 10-K do not disclose Dunn-specific TSR, revenue growth, or EBITDA growth metrics tied to his tenure; CalciMedica is an emerging growth/smaller reporting company and uses reduced compensation disclosure frameworks .

Past Roles

External Roles

Fixed Compensation

• Dunn is not listed as a named executive officer (NEO) for 2024 or 2023; the Summary Compensation Table covers the CEO, CBO, and CMO only, so base salary/bonus details for Dunn are not disclosed in the proxy .

Performance Compensation

Discretionary “Contingent Award” (in lieu of 2024 cash bonus; approved April 2025)

• Company policy on options: exercise price not less than fair market value on grant date; options generally vest over four years; certain acceleration possible upon termination/change in control as described in company policies and plans .

Clawback

• Incentive compensation clawback policy adopted November 2023 (Exchange Act Rule 10D-1/Nasdaq 5608) requiring recoupment of excess incentive pay tied to restated financials over the prior three years, unless recovery is impracticable .

Equity Ownership & Alignment

• The Security Ownership table lists directors/NEOs and >5% holders; Dunn’s individual beneficial ownership is not itemized in that table (group total for “all current executive officers and directors” is disclosed) .
• Insider trading policy prohibits hedging or monetization transactions (e.g., collars, forwards) and prohibits using or pledging company securities as collateral unless preapproved by the compliance officer, supporting alignment and reducing hedging/pledging risk .
• Section 16 compliance: the company disclosed a late Form 4 filing for Michael Dunn for a March 28, 2024 transaction due to administrative oversight, alongside several other insiders .

Employment Terms

Severance (Non–Change in Control)

• Good Reason and Cause are defined in detail in the March 20, 2025 amendment to his 2014 offer letter (e.g., material pay reduction, relocation >30 miles, material adverse change, etc., subject to notice/cure) .
• Change-in-control: if termination occurs in connection with a CIC and Dunn is eligible under the Company’s Change in Control Severance Policy, his severance is governed exclusively by that policy (multiples for Dunn are not enumerated in the proxy; the amendment defers to the CIC policy and prohibits stacking benefits) .
• Equity plans: options granted at or above fair market value at grant; general vesting is over four years with potential acceleration per plan and CIC/severance arrangements .
• Clawback policy applies to incentive compensation as noted above .
• Insider trading/anti-hedging and pledging pre-approval requirements as noted in Equity Ownership & Alignment .

Vesting Schedules and Potential Selling Pressure

• 2025 Contingent Award options to Dunn (47,125 shares at $1.53) were fully vested at grant but unexercisable absent stockholder approval of the Amended 2023 EIP; if approved, exercisability commences with a 10-year term, creating potential liquidity events depending on market conditions and blackout periods under policy .
• General practice: employee refresh option grants typically occur in Q1, with Compensation Committee considering MNPI and not timing awards to affect value; Item 402(x)(2) tabular disclosure included CEO/CBO/CMO grants for 2024 timing analysis .

Governance, Related Party, and Risk Indicators

• Related-party transactions policy requires Audit Committee approval for transactions >$120,000 involving insiders; historical investor rights/voting agreements with legacy CalciMedica parties (including Michael Dunn) terminated at the merger closing .
• Indemnification agreements are in place for directors and officers .
• As an EGC/Smaller Reporting Company, CalciMedica is not required to hold say-on-pay votes and provides reduced compensation disclosure, relevant to compensation governance expectations .

Investment Implications

• Alignment/retention: Dunn’s 2025 contingent option grant at $1.53 with full vesting and 10-year term, subject to shareholder approval, replaces cash bonus and conserves cash while increasing equity-based incentives; vesting fully at grant reduces time-based retention leverage but exercisability condition and policy blackouts temper near-term selling pressure .
• Downside/CIC protection: The March 2025 amendment provides 9 months of salary continuation and COBRA reimbursements for non-CIC terminations, and defers CIC economics to the company CIC policy, limiting cash burn while offering standard biotech retention economics; exact CIC multiples for Dunn are not disclosed, reducing certainty on potential change-of-control payouts .
• Trading/pledging risk: The company prohibits hedging and restricts pledging absent preapproval, which reduces misalignment and margin-call risk; note the administrative late Form 4 in 2024 as an isolated compliance lapse .
• Execution track record: Dunn’s background is heavily weighted to business development and transaction execution (multiple roles through acquisitions/mergers), which is strategic given CalciMedica’s clinical-stage profile; however, no Dunn-specific performance metrics (TSR/revenue/EBITDA) are disclosed to assess pay-for-performance directly .