Robert N. Wilson
About Robert N. Wilson
Robert N. Wilson, age 84, serves as Chair of the Board of CalciMedica and has been a director since the March 20, 2023 merger that formed CalciMedica . He was Vice Chairman of Johnson & Johnson from 1989 to 2003 and brings broad managerial, marketing, financial, and international experience; he holds a B.A. from Georgetown College and an Executive Management credential from Columbia University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson | Vice Chairman | 1989–2003 | Senior leadership across global operations |
| Mevion Medical Systems, Inc. | Chairman of the Board | 2005–2016 | Board leadership at medical technology company |
| Hess Corporation | Director | 1991–2015 | Public company board experience |
| Charles Schwab Corporation | Director | 2003–2020 | Public company board experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Hess Corporation | Director | Prior | Large-cap energy board service |
| Charles Schwab Corporation | Director | Prior | Financial services board service |
| Mevion Medical Systems, Inc. | Chairman | Prior | Medical systems leadership |
Board Governance
- Board leadership: Chair of the Board; CEO and Chair roles are separated (CEO A. Rachel Leheny, Ph.D.; Chair Robert N. Wilson), enhancing oversight and accountability .
- Committee assignments: Audit Committee member; Compensation Committee member; Chair, Nominating and Corporate Governance Committee (committee composed of Wilson and Allan Shaw) .
- Independence: Determined independent under SEC and Nasdaq rules (majority-independent board), with exceptions noted for three management directors; Wilson is among independent directors .
- Attendance and engagement: In 2024, the Board met 5 times; Audit 5; Compensation 4; Nominating & Corporate Governance 1; no director attended fewer than 75% of meetings; all directors attended the 2024 annual meeting; independent directors meet in regular executive sessions without management .
Fixed Compensation
| Component | Amount/Policy | 2024 Paid |
|---|---|---|
| Annual Board retainer (non-employee) | $40,000 policy | Included in total cash fees |
| Chair of Board retainer | $35,000 policy | Included in total cash fees |
| Committee member retainers | Audit $7,500; Compensation $5,000; Nominating & Corporate Governance $5,000; Chairs: Audit $15,000; Compensation $10,000; Nominating $10,000 (in lieu of member fee) | Included in total cash fees |
| 2024 total cash fees (Wilson) | — | $90,000 |
Notes:
- Policy amended March 26, 2025 to permit payment of retainers in non-cash form (e.g., equity), subject to Board/Compensation Committee approval .
- Non-employee director compensation limit: $750,000 per calendar year, or $1,000,000 in first year appointed/elected; equity valued at grant-date fair value .
Performance Compensation
| Award Type | Grant/Approval | Shares | Exercise Price | Vesting | Fair Value/Notes |
|---|---|---|---|---|---|
| Annual option grant (policy) | Each annual meeting to continuing directors | 10,000 | FMV on grant date | 12 equal monthly installments; fully vested by next annual meeting; 10-year term; change-in-control acceleration | |
| 2024 option awards (Wilson) | Granted during 2024 | — | — | — | $83,700 grant-date fair value |
| Contingent Award (2025) | Approved April 23, 2025 (subject to stockholder approval of plan amendment) | 10,000 | $1.53 per share; 10-year term | 1/12 monthly from March 26, 2025 (subject to approval; forfeited if not approved) | |
| Q1 Contingent Award (2025) | Approved April 23, 2025 (in lieu of Q1 cash retainers) | 12,031 | $1.53 per share; 10-year term | Fully vested at grant (subject to approval; forfeited if not approved) | |
| 2025 Contingent Award | Approved April 23, 2025 (in lieu of Apr–Dec cash retainers) | 36,562 | $1.53 per share; 10-year term | 1/9 monthly from April 1, 2025 (subject to approval; forfeited if not approved) |
- Performance metrics: Director equity awards are time-based; no disclosed performance conditions for director awards .
- Plan features: Board may reprice options/SARs or cancel-and-regrant without stockholder approval (with participant consent), a governance sensitivity to monitor .
Other Directorships & Interlocks
| Company | Relationship to CALC | Potential Interlock/Conflict |
|---|---|---|
| Sanderling Ventures (entities are >5% holders) | No direct role disclosed for Wilson; independent director Fred Middleton is managing director at Sanderling | Monitor board dynamics given significant shareholder representation; no Wilson-specific conflict disclosed |
| Valence Investments | Co-founders/leaders are CEO Leheny and CBO Roberts; not Wilson | No Wilson-specific interlock; related-party context primarily for management directors |
Expertise & Qualifications
- Senior leadership: Former Vice Chairman, Johnson & Johnson; extensive pharmaceutical industry knowledge .
- Prior public board experience: Hess Corporation (1991–2015) and Charles Schwab Corporation (2003–2020) .
- Education: B.A. Georgetown College; Executive Management program, Columbia University .
Equity Ownership
| Holder | Shares | Warrants | Options (exercisable within 60 days) | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|---|
| Robert N. Wilson | 471,529 | 51,341 | 77,475 | 546,345 | 3.9% |
Additional ownership/transactions:
- Invested $1,000,000 in Private CalciMedica’s March 2023 private placement (2,002,483 shares pre-merger) .
- Director anti-hedging/pledging policy: Hedging and pledging company securities prohibited without preapproval; applies to directors .
- Insider-trading policy in place; disclosures of future waivers/amendments on website/SEC filings .
Governance Assessment
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Strengths:
- Independent Chair with deep large-cap healthcare and public board experience; separation of Chair/CEO enhances oversight .
- Active committee leadership (Chair of Nominating & Corporate Governance) and service on Audit and Compensation; board and committee independence confirmed .
- Solid engagement: full attendance thresholds met; independent director executive sessions conducted .
- Ownership alignment: meaningful personal stake (3.9%); option-based compensation; anti-hedging/pledging policy limits misalignment .
-
Watch items / potential red flags:
- Option acceleration for directors upon change-in-control may reduce long-term performance linkage .
- Equity plan allows repricing/cancel-and-regrant of options/SARs without stockholder approval (with participant consent); monitor for use in adverse market conditions .
- Significant shareholder presence (e.g., Sanderling) on the board via other directors could concentrate influence; no Wilson-specific related-party transactions beyond prior equity investment disclosed .
-
Compensation mix signals (2024):
- Cash fees $90,000 vs. equity grant fair value $83,700; move in 2025 to option-in-lieu-of-cash retainers further increases equity alignment but reduces immediate cash expense .