Sudarshan Hebbar, M.D.
About Sudarshan Hebbar, M.D.
CalciMedica’s Chief Medical Officer since March 2023, Dr. Hebbar is a physician-executive with deep nephrology, critical care, and clinical development experience across Abbott, Reata, Thrasos, Mallinckrodt (Phase 4 lead), and Oncimmune (U.S. board) prior to joining CalciMedica (private) in 2014 and rising to CMO in 2017; he holds a B.A. from Johns Hopkins, an M.D. from Tulane, and completed residencies/fellowships at Hennepin County Medical Center and the University of Chicago, plus a fellowship in Clinical Medical Ethics at the MacLean Center, University of Chicago . He is 60 years old and has served as CMO of the public company since the March 2023 merger, overseeing clinical strategy for Auxora and related CRAC channel programs . As an Emerging Growth Company, CalciMedica does not disclose TSR- or revenue/EBITDA-linked pay outcomes, and it is not required to hold a say‑on‑pay vote .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CalciMedica (private) | Consultant → SVP Clinical Dev. → Chief Medical Officer | 2014–2023 | Built and led clinical development through multiple programs prior to merger into public CalciMedica . |
| Mallinckrodt Pharmaceuticals | Consultant; clinical development lead for global multicenter Phase 4 trial | 2015 | Led Phase 4 study execution/oversight . |
| Thrasos Innovation | Vice President, Nephrology | 2013–2014 | Advanced nephrology pipeline strategy . |
| Oncimmune Holdings plc | Medical Vice President; member of U.S. board of directors | 2013 | Board-level and clinical leadership at immunodiagnostics company . |
| Reata Pharmaceuticals | Medical Director | Prior | Clinical leadership in biopharma setting . |
| Abbott Laboratories | Senior Medical Director | Prior | Broad clinical development leadership . |
| Dialysis Clinics Inc.; Kidney Associates of Kansas City | Medical Director; Partner | Prior | Patient care leadership and nephrology practice management . |
External Roles
| Organization/Activity | Role | Years | Notes |
|---|---|---|---|
| Oncimmune Holdings plc | U.S. board of directors member | 2013 | Industry board experience alongside medical vice president role . |
| Academic/Training | Fellowships (Critical Care, Nephrology, Clinical Medical Ethics) | Various | Hennepin County Medical Center; University of Chicago; MacLean Center, University of Chicago . |
Fixed Compensation
| Metric (USD) | 2024 |
|---|---|
| Base salary | $411,400 |
| Target bonus % | Not disclosed for 2024 (company bonuses tied to R&D/regulatory/capital goals generally) |
| Actual bonus paid | None disclosed for 2024; instead, fully‑vested 2025 option “Contingent Award” in lieu of cash, contingent on Plan approval |
| All other compensation | $13,504 (401k $9,900; insurance premiums $3,604) |
Notes: In April 2025, the Board approved fully‑vested option “Contingent Awards” (exercise price $1.53, 10-year term) as a discretionary bonus in lieu of 2024 cash bonuses, effective only if stockholders approved the Amended 2023 Plan; Dr. Hebbar’s grant covered 83,300 shares .
Performance Compensation
Stock options granted and vesting
| Grant (date) | Shares | Exercise price | Vesting schedule | Expiration | Grant-date FV (if disclosed) |
|---|---|---|---|---|---|
| Options (Mar 28, 2024) | 82,500 | $4.16 | 1/48 monthly from 3/28/2024 (time-vest) | 3/29/2034 | $296,495 |
| Options (Aug 27, 2024; contingent approved by Aug 27 vote) | 82,500 | $4.16 | 1/48 monthly from 3/28/2024 (time-vest) | 8/28/2034 | $300,727 |
| Options (Apr 23, 2025 “Contingent Award”) | 83,300 | $1.53 | Fully vested at grant; exercisable only if Amended 2023 Plan approved; 10‑year term | 10 years from grant | Not separately disclosed in SCT (2025 comp) |
- Performance metrics: No PSU/TSR metrics disclosed; option grants are time-based (or fully vested) rather than linked to quantitative performance measures .
- 2024 NEO incentives: Company states annual bonus programs are tied to research/clinical/regulatory milestones generally; for 2023 the company used such goals; 2024 NEO bonus for Hebbar was replaced with 2025 fully‑vested options contingent on plan approval .
Equity Ownership & Alignment
| Ownership detail (as of Mar 31, 2025) | Amount |
|---|---|
| Total beneficial ownership (shares) | 278,732 |
| Ownership as % of shares outstanding | 2.0% |
| Common shares held | 46,000 (footnote 8) |
| Options/warrants exercisable within 60 days | 232,732 options (footnote 8) |
| Vested vs unvested | 232,732 options exercisable within 60 days; additional unvested options outstanding per award table (footnote 8) |
| Pledging/hedging | Company policy prohibits hedging; pledging or margin use requires pre‑approval; no pledging by Hebbar disclosed in proxy |
Employment Terms
| Provision | Terms |
|---|---|
| Employment/start in current role | CMO since March 2023 (merger closing) |
| Severance (outside change in control) | If terminated without cause: 9 months base salary and up to 9 months COBRA reimbursement |
| Change-in-control (CIC) severance policy | If terminated without cause or resigns for good reason within 12 months post‑CIC: 15 months’ base salary, 1.25x target bonus (cash lump sum), and up to 15 months healthcare; time‑vested equity granted on/after 9/24/2020 accelerates fully (double‑trigger) |
| Equity acceleration (offer letter) | If terminated post‑CIC: all outstanding unvested equity becomes fully vested and immediately exercisable (per offer letter) |
| Clawback policy | Adopted Nov 2023 per SEC/Nasdaq rules; requires recoupment of excess incentive compensation upon restatement |
| Insider trading/pledging/hedging | Hedging prohibited; pledging/margin use prohibited absent pre‑approval |
| Section 16 compliance | Late Form 4 filed for 3/28/2024 transaction (administrative oversight) |
2024 Outstanding Equity Awards (selected detail at 12/31/2024)
| Grant date | Exercisable | Unexercisable | Exercise price | Expiration | Vesting notes |
|---|---|---|---|---|---|
| 5/08/2023 | 24,029 | 36,680 | $3.25 | 5/8/2033 | 1/48 monthly; time-based |
| 3/20/2023 | 1,618 | 1,490 | $17.34 | 3/20/2033 | 1/48 monthly; time-based |
| 3/20/2023 | 3,844 | 3,537 | $17.34 | 3/20/2033 | 1/48 monthly; time-based |
| 3/20/2023 | 12,414 | 11,422 | $17.34 | 3/20/2033 | 1/48 monthly; time-based |
| 8/31/2022 | 6,352 | — | $10.42 | 8/31/2032 | 100% vested at grant date for some awards; daily-vested for others |
| 4/28/2021 | 9,366 | 408 | $7.99 | 4/29/2031 | Time-based vesting |
| 3/28/2024 | 15,468 | 67,032 | $4.16 | 3/29/2034 | 1/48 monthly from 3/28/2024 |
| 8/27/2024 | 15,468 | 67,032 | $4.16 | 8/28/2034 | 1/48 monthly from 3/28/2024 |
Note: Full award list in company proxy; several older options (2016–2020) fully vested prior to 2024 year‑end .
Compensation Structure Analysis
- Mix and risk: 2024 pay was predominantly equity (options) with no cash bonus disclosed; 2025 approved fully‑vested options in lieu of 2024 cash bonuses (contingent), increasing equity’s share and reducing near‑term performance contingency relative to cash-based plans .
- Time-based vs performance equity: All disclosed awards are time‑based or fully vested; no PSU/TSR metrics are used, limiting explicit pay-for-performance linkage beyond service-vesting .
- Governance guardrails: A formal clawback policy (Nov 2023) and anti‑hedging/limited pledging policy reduce risk of misaligned incentives; as an EGC, the company is not required to run say‑on‑pay votes, reducing direct shareholder feedback on compensation .
- Equity plan supply and 2025 awards: The Amended 2023 Plan increased the share reserve and enabled 2025 Contingent Awards; Hebbar’s 83,300 fully‑vested option award (at $1.53) was contingent on stockholder approval, potentially adding near‑term liquidity upon exercise if the stock appreciates .
Performance & Track Record
- Clinical leadership: As CMO since March 2023 (and previously CMO of private CalciMedica), Hebbar’s remit centers on advancing clinical programs in critical care and nephrology; his prior roles included leading a global Phase 4 trial at Mallinckrodt and clinical leadership roles at Abbott, Reata, and Thrasos .
- Domain expertise: Trained in internal medicine, critical care, and nephrology, with an additional fellowship in clinical medical ethics, Hebbar brings deep clinical credibility to CRAC channel inhibitor development .
Investment Implications
- Alignment and retention: Hebbar owns ~2.0% of shares outstanding (46,000 common; 232,732 options exercisable within 60 days), aligning incentives with equity appreciation; double‑trigger CIC acceleration and 15‑month cash/benefits provide retention during strategic events .
- Near‑term option overhang/liquidity: Fully‑vested 2025 options (83,300 at $1.53) in lieu of cash bonuses, alongside sizable 2024 option grants, increase potential near‑term insider liquidity if shares appreciate, though hedging is prohibited and pledging restricted .
- Pay-for-performance risk: Absence of explicit performance‑based equity (PSUs/TSR) limits direct linkage between realized compensation and clinical/commercial milestones, placing emphasis on board discretion and time‑based vesting .
- Governance: EGC status removes say‑on‑pay, reducing annual shareholder signaling on pay; clawback and insider policies mitigate governance risk .
Appendix: Executive Compensation Snapshot (NEO table items for Hebbar)
| Metric (USD) | 2024 |
|---|---|
| Salary | $411,400 |
| Bonus | — (none disclosed for 2024) |
| Option awards (grant-date fair value) | $690,525 |
| Non‑equity incentive plan compensation | — (none disclosed) |
| All other compensation | $13,504 |
Notes on Say‑On‑Pay and Shareholder Feedback
- As an Emerging Growth Company and Smaller Reporting Company, CalciMedica provides reduced executive compensation disclosure and is not required to conduct a non‑binding say‑on‑pay vote .