Boris Minev
About Boris Minev
Physician-scientist with deep immuno-oncology and oncolytic virus expertise. He served as Calidi’s President, Medical & Scientific Affairs since June 2015 and as interim Chief Medical Officer since June 2021; his role was eliminated on July 24, 2025 and he ceased to be an executive officer on July 29, 2025 . Education: M.D., School of Medicine, Sofia, Bulgaria . In connection with his separation, Calidi agreed to pay a $100,000 negotiated bonus related to NNV1 and SNV1 IND approvals, $187,500 in separation pay over six months, and six months of COBRA premiums; later financial reporting rounded the severance accrual to $0.2 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Calidi Biotherapeutics | President, Medical & Scientific Affairs; interim Chief Medical Officer | 2015–2025 (interim CMO since 2021) | Led medical/scientific affairs; oversight during development of oncolytic virotherapy programs |
| Genelux Corp | Director, Immunotherapy and Translational Oncology | 2010–2015 | Directed preclinical and translational projects in oncolytic virotherapy, immunotherapy, and nanotechnology |
| Laboratory of Tumor Immunology and Immunotherapy | Principal Investigator and Director | 2000–2015 | Research on novel target antigens and optimized cancer vaccines |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Moores UCSD Cancer Center | Adjunct Professor | Since 2015 | Academic collaboration in oncology/immunotherapy |
| Multiple biotech companies | Member, Scientific and Clinical Advisory Boards | n/a | External advisory to biotech programs |
| Amgen; Johnson & Johnson; Geron; McKinsey; Thomson Current Drugs | Advisor | n/a | Industry advisory spanning biopharma and consulting |
Fixed Compensation
Multi-year summary of reported compensation.
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 320,192 | 375,000 |
| Bonus ($) | 30,000 | — |
| Stock Awards ($) | — | — |
| Option Awards ($, grant-date fair value) | — | 4,453 |
| All Other Compensation ($) | 49,904 | 38,278 |
| Total Compensation ($) | 400,096 | 417,731 |
Additional cash/separation items in 2025:
- Negotiated bonus tied to NNV1 and SNV1 IND approvals: $100,000 .
- Severance pay: $187,500 over six months (agreement); company later accrued $0.2 million severance in Q3’25 reporting .
Performance Compensation
Annual and milestone-based incentive structure and outcomes.
| Year/Type | Metric | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Ongoing | Annual cash bonus | Up to 30% of base salary | n/a disclosed | n/a | Annual, based on company and individual goals |
| 2023 | Annual cash bonus | Up to 30% of salary | Achieved | 30,000 | Paid in cash |
| 2024 | Annual cash bonus | Up to 30% of salary | Not disclosed | — | n/a |
| Milestone (contractual) | SNVI IND approval | $100,000 | Not separately disclosed | n/a | Cash upon IND approval |
| Milestone (contractual) | NNV1 Phase 1B/2 IND approval or license >$5m | $100,000 | Not separately disclosed | n/a | Cash upon milestone |
| 2025 (separation) | Negotiated milestone bonus for NNV1 and SNV1 IND approvals | n/a | Achieved | 100,000 | Within 10 days after revocation period |
Notes and structural considerations:
- Equity awards primarily in stock options; company-wide option repricing approved Jan 18, 2023 reduced certain strikes (including his) from $1,112.40 to $853.20, accounted for as a modification—typically a shareholder-unfriendly signal absent broad-based rationale .
- Options generally vest over four years; post-termination exercise periods follow plan rules (typically three months; extended to 12 months for death/disability) .
Equity Ownership & Alignment
- Beneficial ownership as of June 20, 2025: 65,022 shares; reported as “*” (less than 1%) in S-1 table .
- Pledging: Company disclosed that, to its knowledge, no shares beneficially owned by any executive officer, director or director nominee were pledged as security .
Outstanding option awards (as of Dec 31, 2024):
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 07/01/2016 | 1,214 | — | 72.12 | 07/01/2026 |
| 12/27/2019 | 28 | — | 288.24 | 12/27/2029 |
| 04/15/2020 | 28 | — | 288.24 | 04/15/2030 |
| 03/30/2021 | 270 | 55 | 288.24 | 03/30/2031 |
| 02/28/2022 | 108 | 101 | 853.20 (repriced from $1,112.40) | 02/28/2032 |
| 06/17/2024 | 81 | 180 | 23.40 | 06/17/2034 |
Additional equity plan context:
- Options vest over four years; awards cannot have terms >10 years; reverse splits on 07/15/2024 (1-for-10) and 08/04/2025 (1-for-12) caused proportional adjustments to option counts and strikes .
- RSUs: Company-level RSU activity showed no RSUs outstanding as of 09/30/2025 .
Employment Terms
| Item | Key Terms |
|---|---|
| Employment agreement | Dated March 1, 2023 |
| Base salary | $300,000; increases to $375,000 upon a single capital raise of ≥$10 million |
| Target annual bonus | Up to 30% of base salary (discretionary) |
| Milestone bonuses | $100,000 for SNVI IND approval; $100,000 for NNV1 Phase 1B/2 IND or contribution to license >$5 million |
| Equity grants (contractual) | Option to purchase shares at hire and additional option grants upon IND milestones (share amounts in disclosures reflect split-adjusted figures; see outstanding awards table) |
| Severance (no CIC) | Six months of base salary and up to six months COBRA premiums upon termination without cause or resignation for good reason |
| Severance (post-CIC) | Twelve months of base salary and up to twelve months COBRA premiums upon qualifying termination after Change in Control |
| Equity acceleration | If termination occurs within 90 days prior to or any time after a Change in Control, all unvested equity vests in full as of the later of termination or the CIC date; upon CIC due to merger/acquisition, unvested equity automatically vests upon execution (single-trigger acceleration) |
| Separation (effective 2025) | Position eliminated 07/24/2025; separation effective 07/29/2025. Agreement (08/08/2025): $100,000 negotiated milestone bonus; $187,500 separation pay over six months; six months of COBRA; vesting ceased on Final Service Date per grant terms . Company accrued ~$0.2 million severance in Q3’25 |
| Clawbacks / non-compete | Not disclosed; separation included a broad general release and cooperation obligations |
Compensation Structure Analysis
- Mix shift toward cash: Salary increased from $320,192 (2023) to $375,000 (2024), with no stock award grants and modest option award value in 2024 ($4,453), indicating limited new equity refresh in 2024 .
- Milestone-heavy incentives: Contractual cash milestones tied to IND approvals and licensing create event-driven payouts; the 2025 negotiated bonus tied to IND approvals underscores operational milestone focus rather than broad financial metrics (e.g., TSR/EBITDA) .
- Option repricing (Jan 18, 2023): Company-wide repricing including Minev’s 2022 grant to $853.20 from $1,112.40 is a governance red flag that can dilute pay-for-performance rigor if not broadly justified; modification charges recorded across 2024–2025 .
- Change-of-control acceleration: Single-trigger automatic vesting upon execution of certain CIC transactions plus double-trigger cash severance elevates windfall risk; increases potential selling pressure if a transaction emerges .
Investment Implications
- Retention risk resolved via exit: Minev’s role was eliminated as part of cost optimization; near-term selling pressure could arise from any vested options or shares, but no pledging is disclosed and he is no longer a Section 16 officer; the separation package was modest and time-limited ($187,500 cash, six months COBRA) .
- Governance watch items: Prior option repricing and single-trigger equity acceleration on CIC reduce alignment quality; future grants to remaining leadership warrant scrutiny for performance linkage and anti-windfall protections .
- Execution track record: Negotiated cash recognition for NNV1/SNV1 IND-related progress suggests meaningful program advancement under his remit, a positive signal for technical execution despite organizational restructuring .