Andrew Jackson
About Andrew Jackson
Andrew Jackson is Chief Financial Officer of Calidi Biotherapeutics (CLDI) and age 56 as of the proxy date; he has over 25 years of corporate finance experience across publicly traded and venture-backed biotechs, and has served as CFO at Eterna Therapeutics, Ra Medical Systems, AltheaDx, and held senior finance roles at Celladon and Sapphire Energy. He holds an MSBA in Finance from San Diego State University (Dec 2006) and a BSB in Accounting from the University of Minnesota (June 1992); he is a certified public accountant (inactive) . He has been CLDI’s CFO since October 30, 2023 . The company’s incentive plan permits performance factors including revenue, EPS, TSR, R&D milestones, and cash flow among others; specific bonus metrics and targets for Mr. Jackson were not disclosed for 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eterna Therapeutics Inc. | Chief Financial Officer | May 2022 – May 2023 | Finance leadership at a publicly traded clinical-stage biotech |
| Ra Medical Systems, Inc. | Chief Financial Officer; Interim Chief Executive Officer | Apr 2018 – May 2022; Aug 2019 – Mar 2020 | CFO and interim CEO during leadership transition at a public medtech company |
| AltheaDx, Inc. | Chief Financial Officer | Oct 2016 – Apr 2018 | Finance head at precision medicine molecular diagnostics company |
| Celladon Corporation | Senior financial roles including CFO | Mar 2014 – Mar 2016 | Senior finance at publicly traded, clinical-stage biotech |
| Sapphire Energy | Senior financial roles | Apr 2013 – Mar 2014 | Senior finance at industrial biotechnology company |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed in proxy | n/a | n/a | No current public company boards or external roles disclosed for Mr. Jackson |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) | All Other Compensation ($) |
|---|---|---|---|---|
| 2023 | 66,154 | 35% of base | 0 | 5,481 |
| 2024 | 430,000 | 35% of base | 0 | 44,075 |
Notes:
- Eligible for annual cash performance bonus up to 35% of base, determined by the board based on individual and company-wide goals; no 2024 bonus paid .
- All Other Compensation includes company-paid benefits such as medical, dental, vision, life and disability insurance, commuter reimbursement, cell phone plan costs, and any deferred salary; see footnotes in proxy .
Performance Compensation
Annual Incentive (Cash)
| Metric | Weighting | Target | Actual | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|
| Company and individual performance goals (specific metrics not disclosed) | Not disclosed | Not disclosed | Not disclosed | 0 for 2024 | Cash; annual |
Equity Awards (Options)
| Grant Date | Award Type | Number of Options | Exercise Price ($) | Expiration | Vesting Schedule | Status at 12/31/2024 |
|---|---|---|---|---|---|---|
| 6/17/2024 | Stock Options | 30,000 | 1.95 | 6/17/2034 | Per employment agreement: vesting commenced Oct 30, 2023; 25% cliff on Oct 30, 2024, then 1/36 monthly thereafter | Exercisable: 8,749; Unexercisable: 21,251 |
Additional terms:
- Employment agreement contemplated grant of 30,000 stock options at fair market value; vesting commenced on Oct 30, 2023, with 25% at one-year cliff and remaining vesting monthly over 36 months .
- Company equity plan allows RSUs, performance shares/units, SARs; specific RSU/PSU awards for Mr. Jackson were not disclosed for 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 12,499 shares; represents <1% of outstanding |
| Composition | Shares issuable upon exercise of vested options within 60 days |
| Options exercisable/unexercisable (12/31/2024) | 8,749 exercisable; 21,251 unexercisable |
| Pledging/Hedging | To our knowledge, no shares beneficially owned by executives/directors have been pledged as security |
| Ownership guidelines | Not disclosed in proxy |
| Clawback/Recovery policy | All awards subject to company clawback/recoupment policy; policy compliant with Exchange Act Section 10D and NYSE American Rule 811 |
Employment Terms
| Term | Detail |
|---|---|
| Start date and role | CFO effective Oct 30, 2023 |
| Employment status | At-will; may be terminated by company with/without cause or by Mr. Jackson with/without good reason via at least 30 days’ prior written notice |
| Severance (no CIC) | Six months of base salary (lump sum or installments at company’s discretion) plus fully earned but unpaid base salary; additional stock award acceleration per agreement; conditioned on release |
| Severance (post-CIC) | Twelve months of base salary paid in lump sum; conditioned on release; stock award acceleration under circumstances described |
| Bonus eligibility | Up to 35% of base salary, subject to board approval and achievement of performance goals |
| Equity plan mechanics | Options generally vest over four years; exercisable only during service or limited post-termination window; ISOs at ≥ FMV; plan supports RSUs, SARs, performance awards |
| Clawback and Insider Trading policies | Awards subject to clawback/recoupment; executive officers subject to insider trading policy |
Compensation Structure Analysis
- 2024 pay mix was predominantly fixed cash salary ($430,000) with modest option grant accounting value ($42,805) and no annual bonus payout, indicating high fixed pay relative to at-risk cash for the year .
- Equity incentives rely on stock options with four-year vesting and a one-year cliff, creating ongoing monthly vesting thereafter; this structure defers realizable value and can align long-term performance, but the lack of disclosed PSUs/RSUs for Mr. Jackson reduces direct linkage to specific performance benchmarks in 2024 .
- Company-level option repricing occurred in January 2023 for certain awards (not Mr. Jackson’s), a governance red flag in general; continued vigilance recommended though his grants were at $1.95 with no repricing disclosed .
Investment Implications
- Alignment: Beneficial ownership is de minimis (<1%), largely from vested options, and no pledging is disclosed; alignment is primarily via options that require stock appreciation to realize value .
- Retention risk: Severance economics are modest (6 months; 12 months on CIC) with potential award acceleration, suggesting balanced retention without excessive golden parachutes; monthly vesting post-cliff provides ongoing retention hooks .
- Performance linkage: Annual bonus eligibility exists but 2024 payout was zero; lack of disclosed, specific metric targets/weightings limits transparency of pay-for-performance for the CFO, though the plan permits robust performance factors including TSR, revenue, EPS, and R&D milestones .
- Trading signals: Option strike at $1.95 and ongoing monthly vesting create predictable potential supply from option exercises; absence of disclosed hedging/pledging and presence of a clawback policy mitigate misalignment concerns, but monitor future Form 4 activity for selling pressure and any equity award modifications .