Eric Poma
About Eric Poma
Eric Poma, Ph.D., age 53, was appointed Chief Executive Officer and Class I director of Calidi Biotherapeutics (CLDI) effective April 22, 2025. He holds a Ph.D. in Microbiology & Immunology (UNC Chapel Hill), an MBA (NYU Stern), and a BS in Biology (UNC Chapel Hill) . He previously served as CEO and director at Molecular Templates (2009–Jan 2025) and held senior BD roles at Innovive Pharmaceuticals and ImClone Systems, plus an analyst stint at Eagle Growth Investors . As this is an early tenure at CLDI, TSR/revenue/EBITDA performance under his leadership has not been disclosed; prior track record includes raising >$250M in equity and >$150M in strategic capital with collaborations at MTEM (Takeda, Vertex, BMS) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Molecular Templates (NASDAQ: MTEM) | CEO and Director | 2009–Jan 2025 | Raised >$250M equity; secured >$150M strategic capital; collaborations with Takeda, Vertex, BMS |
| Innovive Pharmaceuticals | VP, Business Development | 2005–2008 | Senior BD leadership (oncology focus) |
| ImClone Systems | Senior roles (BD) | 2001–2005 | Senior-level BD responsibilities |
| Eagle Growth Investors | Healthcare/Biotech Analyst | 2000–2001 | Buy-side research experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Molecular Templates | Director (in addition to CEO) | 2009–Jan 2025 | Board service concurrent with CEO role |
Fixed Compensation
| Component | Terms | Notes |
|---|---|---|
| Base Salary | $535,000 per year | Subject to periodic review by the Compensation Committee |
| Target Annual Bonus | Up to 50% of base salary, discretionary | Prorated for partial year; must be employed at time of payment |
| Benefits | Standard executive benefits; eligible for D&O coverage; 401(k) | Company maintains D&O policy; Executive added |
Performance Compensation
| Incentive | Metric(s) | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Cash Bonus | Board discretion; no specific metrics disclosed | n/a | Up to 50% of salary | Not disclosed | Paid if approved; employment at payment required |
| Equity (Stock Options) | Service-vesting | n/a | 726,412 options | Not applicable | 25% vests on 1-year anniversary of 4/22/2025; remainder vests monthly over 36 months; strike at FMV on grant date |
Equity Ownership & Alignment
- Beneficial ownership as of record date (May 19, 2025): 0 shares (percent of class: n/a) .
- To the company’s knowledge, no shares held by officers/directors are pledged as security .
- New-hire option grant: 726,412 options, exercise price equal to FMV at grant; standard 4-year vesting with 1-year cliff .
- Company has an adopted compensation recovery (clawback) policy compliant with Section 10D and NYSE American Rule 811 .
Employment Terms
| Topic | Key Terms | Source |
|---|---|---|
| Employment Status | At-will, reports to the Board; 3 days/week in San Diego when not traveling | |
| Severance (no CIC) | If terminated without Cause or resigns for Good Reason: 9 months base salary continuation and 9 months COBRA, subject to release | |
| Change-in-Control (CIC) Economics | If terminated without Cause/for Good Reason within 12 months post-CIC: lump sum 24 months base salary and 24 months COBRA, subject to release | |
| Equity Acceleration | 100% vesting upon a CIC; also 100% vesting if terminated without Cause/for Good Reason within 90 days prior to or within 12 months post-CIC (vests on later of termination/resignation or CIC date) | |
| Confidentiality/IP/Arbitration | Confidentiality and inventions agreements; California dispute resolution and arbitration agreement | |
| Clawback | Company compensation recovery policy adopted | |
| Indemnification | Standard indemnification agreement to be executed |
Board Governance
- Role and class: CEO and Class I director, effective April 22, 2025; term to 2027 annual meeting .
- Independence: Board determined non-employee directors are independent; Poma (as CEO) is non-independent .
- Board leadership: Independent Chair (James Schoeneck) effective April 22, 2025; Board explicitly favors separate Chair/CEO to enhance oversight .
- Board composition: Classified board (Class I/II/III); Board size increased from 5 to 6 in April 2025 to add Poma as a Class I director .
- Committees: Poma is not listed on Audit, Compensation, or Nominating & Corporate Governance Committees. Current memberships:
- Audit: Alan Stewart (Chair), James Schoeneck
- Compensation: James Schoeneck (Chair), Scott Leftwich, George Peoples
- Nominating & Corporate Governance: Scott Leftwich (Chair), James Schoeneck, Alan Stewart
- Board/committee meeting attendance (FY2024): All serving directors attended at least 75% of meetings; note Poma was not on the Board in 2024 .
Additional Compensation and Governance Context
- Executive bonus opportunities at CLDI (context): Non-CEO executives have targets of 30–40% (CLO/CAO 40%, CFO 35%, President Med & Sci Affairs 30%), set by the Board/Comp Committee; CEO up to 50% .
- Director compensation: Non-employee director cash and equity shown for 2024 (Poma not a director in 2024) .
- Ownership guidelines: Proxy notes it is desirable for directors to own equity but does not specify formal executive stock ownership guidelines .
- Related party and legal matters: Poma had no related-party transactions >$120,000 disclosed since the prior fiscal year . Company discloses a prior complaint by a former officer; no involvement by Poma .
Investment Implications
- Alignment and incentives: Large, multi-year stock option grant with a standard 1-year cliff and monthly vesting aligns Poma to long-term equity value creation; the company has an adopted clawback policy, reinforcing pay-for-performance discipline .
- Retention and change-in-control terms: Severance of 9 months base and COBRA for a no-cause separation, expanding to 24 months base and COBRA and full equity acceleration in a CIC-related termination; pure CIC also triggers full equity acceleration. This is competitive for small-cap biotech CEOs and supports continuity through strategic events, but implies a meaningful parachute in a sale scenario .
- Selling pressure and ownership: As of the May 2025 record date, Poma held no beneficially owned shares; his option grant is unvested for the first year, limiting near-term insider selling pressure. No pledging of officer/director shares is noted, reducing alignment red flags .
- Governance checks: Separation of Chair/CEO, independent committees, and no committee service by the CEO mitigate dual-role risks; Poma is a non-independent director by virtue of his executive role .
- Disclosure gaps: Specific annual bonus performance metrics/weightings were not disclosed (Board discretion), and there are no explicit executive ownership guidelines in the proxy. Investors should monitor future proxy disclosure for metric rigor and equity mix evolution .
Appendix: Key Tables
Compensation Snapshot
| Item | 2025 Terms |
|---|---|
| Base Salary | $535,000 |
| Target Bonus % | Up to 50% (Board discretion) |
| New-Hire Option Grant | 726,412 options; strike = FMV at grant |
| Vesting | 25% on 1-year anniversary of 4/22/2025; monthly thereafter over 36 months |
| Severance (no CIC) | 9 months base + 9 months COBRA, subject to release |
| CIC Termination | 24 months base + 24 months COBRA, subject to release |
| Equity Acceleration | 100% upon CIC; also 100% if terminated without Cause/for Good Reason within 90 days prior to or 12 months post-CIC |
| Clawback Policy | Adopted (Section 10D/NYSE American Rule 811) |
Ownership Snapshot (as of Record Date: May 19, 2025)
| Holder | Shares | % of Class | Notes |
|---|---|---|---|
| Eric Poma (CEO, Director) | 0 | n/a | Beneficial ownership table; to Co.’s knowledge, no pledging by officers/directors |
Board/Committee Roles
| Role | Holder | Independent? | Source |
|---|---|---|---|
| CEO; Class I Director | Eric Poma | No (executive) | |
| Chair of the Board | James Schoeneck | Yes | |
| Audit Committee | Alan Stewart (Chair), James Schoeneck | Yes | |
| Compensation Committee | James Schoeneck (Chair), Scott Leftwich, George Peoples | Yes | |
| Nominating & Corporate Governance | Scott Leftwich (Chair), James Schoeneck, Alan Stewart | Yes |
Note: Where specific performance metrics/weightings for cash bonuses were requested, the filings disclose only discretionary targets (up to 50% for CEO) and do not specify underlying metrics or weightings.