Allan Camaisa

About Allan Camaisa

Independent Class III director at Calidi Biotherapeutics (CLDI); former Chairman & CEO (Feb 2018–Apr 21, 2025). Age (as of Aug 2024): 65. Education: B.S. in Engineering, U.S. Naval Academy; Harvard Business School Owner/President Management (OPM) program. Serial entrepreneur with four exits to Fortune 1000 acquirers, seven U.S. patents, and an Ernst & Young Entrepreneur of the Year award .

Past Roles

External Roles

Board Governance

• Classification: Class III director .
• Independence: Not independent under NYSE American; board deemed only Stewart, Peoples, Leftwich, Schoeneck independent (Camaisa and CEO Poma not independent) .
• Committees: Not listed on Audit, Compensation, or Nominating & Corporate Governance committees (Audit: Stewart, Schoeneck; Compensation: Schoeneck, Leftwich, Peoples; Nominating: Leftwich, Schoeneck, Stewart) .
• Attendance: In FY2024 the Board met 24 times (19 consents); each director attended ≥75% of meetings of the Board and committees on which they served .
• Board Chair: Independent chair James Schoeneck as of Apr 22, 2025 .
• Executive sessions: Not specifically disclosed .

Fixed Compensation

Separation & Transition (post-CEO, effective Apr 22, 2025):

• Separation pay: $500,000 over 12 months; COBRA premiums for 12 months .
• Consulting: $10,000/month during transition; potential incentive payments tied to revenues/capital actually received by CLDI through Dec 31, 2026; no incentive paid thereafter .
• Director fees: Will not receive compensation as a board member during period of consideration under Release Agreement .

Change-in-Control Protections (legacy CEO employment agreement):

• Severance: 12 months base salary (24 months if termination w/o cause or resignation for good reason occurs after a Change in Control); COBRA up to 12 months (20 months upon Change in Control); full acceleration of unvested equity upon qualifying termination around/after Change in Control or upon execution of merger/acquisition .

Clawback: Company-wide compensation recovery policy compliant with Exchange Act §10D and NYSE American Rule 811 .

Performance Compensation

Key Option Grants (selected; see full schedule in proxy):

• 7/01/2016: 33,299 @ $4.80, exp 7/01/2026 (exercisable) .
• 1/01/2017: 41,623 @ $6.01, exp 1/01/2027 (exercisable) .
• 1/01/2020: 41,623 @ $24.02, exp 1/01/2030 (exercisable) .
• 3/30/2021: 9,755 exercisable/651 unexercisable @ $24.02, exp 3/30/2031 .
• 12/02/2021: multiple tranches @ $40.12, exp 12/02/2031 .
• 2/01/2022: tranches @ $71.10 (repriced from $92.70), exp 2/01/2032 .
• 12/21/2023: 10,000 @ $18.00, exp 12/21/2033 .
• 6/17/2024: 917 exercisable/3,083 unexercisable @ $2.15, exp 6/17/2029 .

Option Repricing: On Jan 18, 2023, ~0.2M company options repriced from $92.70 to $71.10; noncash comp charges recognized (company-wide) .

Performance Metrics: Company discloses eligibility bands but not specific annual KPI targets used (e.g., revenue/EBITDA/TSR/ESG) for CEO bonuses; not detailed in proxy .

Other Directorships & Interlocks

Expertise & Qualifications

• Technology/security entrepreneurship (Anakam; clinical trial digital platforms) .
• Capital formation and board/scientific advisory recruitment track record .
• U.S. Navy leadership and operations background .
• Patents and industry recognition (7 U.S. patents; EY Entrepreneur of the Year) .

Equity Ownership

Ownership Guidelines: No director stock ownership guideline disclosure specific to directors (company encourages ownership in nominations narrative) .

Related Party Transactions (Conflict Exposure)

• Notes Payable to Directors: Short-term notes payable (incl. accrued interest) totaling $2.7M to “Director A and Director E” as of 12/31/2024; Director A appears in multiple entries connected to Scott Leftwich; separate liabilities also tied to Allan-linked entities .
• AJC Capital Accounts Payable: $30,104 owed as of 12/31/2024 for reimbursable expenses .
• Advisory Agreement (Leftwich): Fees $9,166/mo (≤$0.1M/year), accrued and paid Jan 2025; approved and disclosed .
• Lease Guaranty: Personal guaranty by Allan up to $0.9M for San Diego lease; CLDI owes Allan 10% of guaranty amount in year 1, then 5%/year, payable upon release/termination; present value of payment ~$0.2M recorded as liability .
• LOC Collateral: AJC Capital provided certificate of deposit collateral for CLDI $1.0M line of credit; AJC received warrants (pre-Business Combination) .
• SAFE/Convertible financings: Allan (via AJC/Jamir) participated in 2021–2022 SAFEs; converted at SPAC close; ongoing financing complexity includes multiple warrants and inducement exercises in 2024 .

Audit Committee Oversight: Related-party transactions are reviewed/approved under Audit Committee charter procedures .

Risk Indicators & Red Flags

• Not independent while serving as director; extensive related-party financial ties via AJC/Jamir create potential conflicts (guaranty fee from CLDI; LOC collateral consideration; past notes and warrants) .
• Option repricing (Jan 18, 2023) across company awards is shareholder-unfriendly without performance linkage; modification charges recorded .
• Litigation: Former interim CFO (Tony Kalajian) filed complaint naming the Company, Allan Camaisa, and Wendy Pizarro (Nov 15, 2023); Company intends to defend and seeks recovery of a $150,000 bonus he paid himself without proper authorization .
• Director compensation paused during separation payments, which can reduce immediate “cash-for-directorship” concerns but underscores transitional influence .

RED FLAG: Ongoing and historical related-party dealings (lease guaranty fee, warrants for collateral, director loans, advisory fees) concentrate financial interlocks around Allan-controlled entities (AJC/Jamir), challenging perceived independence and posing alignment risks if not tightly overseen by independent committees .

Director Compensation (Board-level)

Note: Allan did not appear in non-employee director compensation for 2024 due to his CEO status then; as a director in 2025, he will not receive board compensation during separation/transition .

Governance Assessment

• Alignment: High skin-in-the-game (4.0% ownership) through direct, options, warrants, and significant holdings via AJC/Jamir; no pledged shares as of record date (prior pledge terminated) supports alignment on paper .
• Independence/Conflicts: Board explicitly deems Allan not independent; breadth of related-party financings and consideration (guaranty fees, warrants for collateral) elevates perceived conflicts. Effective mitigation requires strict Audit Committee oversight, enhanced disclosure, and prophylactic recusals on conflicted matters .
• Engagement: ≥75% attendance in 2024; tenure since 2018 indicates long-standing familiarity with business .
• Compensation: As CEO, no cash bonus paid in 2023–2024 despite eligibility; post-CEO transition includes fixed separation and consulting pay with potential deal-based incentives through 2026—investors should scrutinize the incentive definitions and measurement to ensure shareholder alignment .
• Structural safeguards: Independent chair instituted in 2025; compensation recovery (clawback) policy adopted; however, the 2023 option repricing and the density of related-party transactions are cautionary .

Overall implication for investor confidence: Governance improved with independent chair and clawback policy, but independence concerns around Allan remain material due to related-party exposure and transitional compensation. Continued strong audit/compensation committee oversight and transparent handling of conflicts will be critical to sustain investor confidence .