Alan Stewart
About Alan R. Stewart
Independent Class I director at Calidi Biotherapeutics (since October 10, 2023) with deep finance and M&A experience; currently CFO of SoundThinking, Inc., a publicly traded SaaS company. Credentials include an MBA in Finance from Harvard Business School, a B.S. with Distinction in Oceanography from the U.S. Naval Academy, and prior FINRA Series 63/79 (inactive). The board has affirmatively determined Stewart is independent under NYSE American standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fit Advisors, LLC | President | Not disclosed | Launched consultancy; completed numerous M&A transactions |
| RA Capital Advisors, LLC | Managing Director | Not disclosed | Specialized in M&A and financing transactions |
External Roles
| Organization | Role | Public/Private | Tenure/Notes |
|---|---|---|---|
| SoundThinking, Inc. | Chief Financial Officer | Public | Led Nasdaq IPO; growth and acquisitions of tech providers |
Board Governance
- Classification and tenure: Class I director; board is staggered into Classes I–III . Stewart serves in Class I alongside CEO Eric Poma .
- Independence: Determined independent; also independent for audit and nominating committee service .
- Committee assignments:
- Audit Committee: Chair (member: Stewart, Schoeneck; Schoeneck is the committee’s financial expert) .
- Nominating & Corporate Governance Committee: Member (chair: Leftwich; members: Leftwich, Schoeneck, Stewart) .
- Compensation Committee: Not a member (members: Schoeneck [chair], Leftwich, Peoples) .
- Attendance: Board met 24 times (Audit: 5; Compensation: 4; Nominating: 2). Each director during FY2024 attended at least 75% of meetings of the Board and committees on which they served; quorum at each meeting .
- Board leadership: Independent chair (Schoeneck); CEO and chair roles separated as of April 22, 2025 .
Fixed Compensation (Non‑Employee Director, FY2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash | $14,688 | Board/committee cash retainer/meeting fees |
| Total fixed compensation | $14,688 |
Performance Compensation (Non‑Employee Director, FY2024)
| Award Type | Grant‑date Fair Value (USD) | Outstanding as of 12/31/2024 (shares) | Vesting/Terms |
|---|---|---|---|
| Restricted Stock Units (RSUs) | $44,061 | 12,771 | RSUs issued under 2023 Plan; vesting terms not detailed for directors |
| Stock Options | $15,603 | 25,467 | Options generally vest over 4 years; max term 10 years |
| Total equity award value (FY2024) | $59,664 | — | Equity awards comprise the majority of FY2024 director compensation |
No performance metrics (TSR/revenue/EBITDA/ESG) are disclosed for director equity; awards appear time‑based under plan provisions .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| SoundThinking, Inc. | CFO | None disclosed between CLDI and SoundThinking; related‑party transactions section does not identify Stewart |
Expertise & Qualifications
- Finance and capital markets (CFO; M&A transactions; IPO execution) .
- Education: MBA, Harvard Business School; B.S. Oceanography, U.S. Naval Academy .
- Regulatory: FINRA Series 63 and 79 (inactive) .
- Board skills: Audit oversight (audit committee chair); governance (nominating committee member) .
Equity Ownership
| Measure | Shares/Units | % of Outstanding | As‑of | Notes |
|---|---|---|---|---|
| Total beneficial ownership | 46,429 | <1% | Record Date May 19, 2025 | Includes direct and options exercisable within 60 days |
| Direct common shares | 28,976 | — | May 19, 2025 | |
| Options exercisable ≤60 days | 17,453 | — | May 19, 2025 | |
| RSUs outstanding | 12,771 | — | Dec 31, 2024 | Not counted in beneficial ownership; outstanding under 2023 Plan |
| Shares pledged as collateral | None disclosed | — | May 19, 2025 | Company states to its knowledge no pledging by directors/nominees |
Insider trades and Section 16 compliance
| Event | Date | Details | Filing Date |
|---|---|---|---|
| RSU grant under 2023 Plan | March 29, 2024 | RSU grants to certain directors including Alan Stewart | Form 4 filed three months late on July 2, 2024 (administrative oversight) |
Governance Assessment
-
Positives
- Independence and committee leadership: Independent director; chairs Audit Committee and serves on Nominating & Governance—enhances oversight of financial reporting, risk, and board composition .
- Engagement: FY2024 attendance ≥75% on board/committees; frequent board meetings signal active oversight (24 board meetings) .
- Alignment: Holds equity (direct shares, exercisable options, RSUs outstanding); board encourages director equity ownership to align interests .
- Compensation structure: Majority of director pay in equity (RSUs/options) vs cash, aligning with shareholder value creation .
-
Watch items / RED FLAGS
- Late Section 16 filings: Company reports Form 4s (including Stewart’s March 29, 2024 RSUs) were filed three months late due to administrative oversight—process weakness in insider compliance .
- Historical option repricing: Board approved a broad option repricing on January 18, 2023 (pre‑Stewart’s tenure); while not attributable to Stewart, this is a governance red flag for shareholder‑friendly pay practices and merits monitoring going forward .
- External time commitments: Stewart serves as CFO of a public company; while common for experienced directors, investors may monitor for potential bandwidth conflicts if CLDI enters periods of elevated audit/financing complexity .
-
Conflicts/Related party exposure
- No related‑party transactions involving Stewart are disclosed; several related‑party items involve other directors/officers (e.g., AJC Capital/Leftwich/Ng), underscoring the importance of independent audit oversight .
Policies: Code of Conduct and compensation recovery (clawback) policy adopted; clawback applies to executive compensation upon restatement per Exchange Act Section 10D/NYSE American rules .