George Peoples
About George Peoples
George Peoples Jr., M.D., F.A.C.S., age 63, has served as an independent Class II director of Calidi Biotherapeutics since July 1, 2024. He is a Professor of Surgery at the Uniformed Services University of the Health Sciences and adjunct Professor of Surgical Oncology at MD Anderson; a founder/CEO of Cancer Insight; and founder/director of the Cancer Vaccine Development Program. Dr. Peoples earned a B.S. from the United States Military Academy (1984) and an M.D. from Johns Hopkins University School of Medicine (1988), completed surgical training at Brigham and Women’s Hospital and a surgical oncology fellowship at MD Anderson; he previously served 30 years on active duty as a surgeon and research scientist and was Chief of Surgical Oncology at Walter Reed Army Medical Center .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Military (WRAMC) | Chief of Surgical Oncology; surgeon and research scientist | 30 years of active duty; Chief of Surgical Oncology prior to academic roles | Leadership in surgical oncology; extensive research record (300+ publications) |
| Brigham & Women’s Hospital / Harvard Medical School | Surgical training; postdoctoral fellowship (Lab of Biologic Cancer Therapy) | Post-M.D. training years (noted sequentially before MD Anderson fellowship) | Advanced training in immuno-oncology; research focus |
| MD Anderson Cancer Center | Surgical oncology fellowship; adjunct Professor of Surgical Oncology | Fellowship completed; ongoing adjunct professorship | Academic leadership in immuno-oncology |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cancer Insight | Founder & CEO | Ongoing | Private company (not a public co.); immuno-oncology focus |
| Cancer Vaccine Development Program | Founder & Director | Ongoing | Research program leadership |
| Texas Biomedical Research Institute | Board Member | Since 2019 | Non-profit research institute |
| San Antonio Medical Foundation | Trustee | Since 2017 | Non-profit foundation |
| USUHS | Professor of Surgery | Ongoing | Federal medical university |
| MD Anderson | Adjunct Professor | Ongoing | Leading cancer center |
No other public company directorships are disclosed in the proxy biography for Dr. Peoples .
Board Governance
- Board class and term: Class II director; term expected to run until the 2028 annual meeting (subject to election at the 2025 annual meeting) .
- Independence: Board determined Dr. Peoples is independent under NYSE American standards .
- Committee memberships:
- Compensation Committee: Member; Chair is James Schoeneck; committee members are Schoeneck, Leftwich, Peoples .
- Audit Committee: Members are Alan Stewart (Chair) and James Schoeneck; Dr. Peoples is not a member .
- Nominating & Corporate Governance Committee: Members are Scott Leftwich (Chair), James Schoeneck, Alan Stewart; Dr. Peoples is not a member .
- Attendance: In FY 2024, the Board met 24 times; Compensation Committee met 4 times; each director serving during FY 2024 attended at least 75% of Board and committee meetings held during their service .
| Governance Item | Details |
|---|---|
| Independence status | Independent director |
| Board class | Class II |
| Expected term end | 2028 annual meeting (upon election) |
| Committees | Compensation (Member) |
| Committee Chairs | Compensation: J. Schoeneck; Audit: A. Stewart; Nominating: S. Leftwich |
| FY2024 Attendance Threshold | ≥75% of meetings attended by each director serving in FY2024 |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Total ($) |
|---|---|---|
| 2024 | 23,125 | 43,097 |
Non-Employee Director Compensation Policy allows cash and/or equity; directors are reimbursed for meeting-related expenses .
Performance Compensation
| Year | Option Awards – Grant Date Fair Value ($) | RSU Awards – Grant Date Fair Value ($) | Options Outstanding (Shares) |
|---|---|---|---|
| 2024 | 19,972 | – | 23,308 |
- Plan limits: Non-employee director awards plus cash compensation capped at $750,000 per fiscal year; up to $1,000,000 in initial year; directors may elect retainer/meeting fees in cash or awards .
- Vesting/strike/expiration: Not disclosed for Dr. Peoples in the proxy; awards valued under ASC 718 .
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Texas Biomedical Research Institute | Non-profit | Board Member | None disclosed with CLDI suppliers/customers |
| San Antonio Medical Foundation | Non-profit | Trustee | None disclosed |
| Cancer Insight | Private company | Founder & CEO | No CLDI-related transactions disclosed in proxy |
The proxy’s related party transactions section lists arrangements involving other directors (e.g., Scott Leftwich advisory fees; George Ng severance; Allan Camaisa lease guaranty), but none attributed to Dr. Peoples .
Expertise & Qualifications
- Surgical oncology, immuno-oncology, cancer vaccine development; 300+ peer-reviewed manuscripts/abstracts/book chapters .
- Academic appointments at USUHS and MD Anderson; founders’ leadership in oncology programs .
- Extensive military medical leadership and research credentials .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| George Peoples | 16,186 | * (less than 1%) | No pledging of shares by any director/officer |
| Shares Outstanding (Record Date) | 31,792,580 | — | Excludes 1,800,000 Non-Voting Common Stock in escrow |
| Options Outstanding (Peoples) | 23,308 | — | As of 12/31/2024 |
- Ownership guidelines: Nominating & Corporate Governance Committee prefers directors to own equity to align interests; no specific multiple disclosed .
Governance Assessment
- Board effectiveness: Peoples brings deep oncology and immuno-oncology expertise, strengthening scientific oversight while serving on the Compensation Committee; independence confirmed under NYSE American .
- Alignment: Modest beneficial ownership and outstanding options (23,308 shares) support some alignment; no pledging of shares disclosed .
- Attendance/engagement: Board and committees were active in FY2024; directors met the ≥75% attendance threshold, indicating baseline engagement during Peoples’ initial service period .
- Compensation governance: Compensation Committee (with Peoples as member) administers executive/director pay, equity plans, severance and change-of-control protections; plan imposes annual caps on director cash+equity, mitigating pay inflation risk .
- Related-party oversight: Audit Committee reviews related person transactions; none are attributed to Peoples, though several involve other directors, underscoring the importance of rigorous committee oversight .
- Clawback policy: Company has a compensation recovery (clawback) policy compliant with Section 10D and NYSE American guidelines, enhancing governance hygiene (primarily executive-focused) .
Red Flags
- Section 16(a) timeliness: The company reported late Form 4 filings in 2024 for multiple directors, including Dr. Peoples (Form 4 five business days late on July 11, 2024 for options granted July 1, 2024; Form 4 fourteen business days late on October 15, 2024 for options granted September 20, 2024). Filing delays are a governance weakness in compliance processes, though not indicative of transactional misconduct .
- Related-party activity at board level: While none involve Peoples, multiple arrangements with other directors (e.g., advisory fees, severance, lease guaranty) require sustained Audit Committee vigilance to prevent conflicts .
Section 16(a) Reporting Events (Peoples)
| Event | Transaction Date | Filing Date | Notes |
|---|---|---|---|
| Non-qualified stock option grant | 2024-07-01 | 2024-07-11 (filed five business days late) | Initial option grant upon appointment |
| Non-qualified stock option grant | 2024-09-20 | 2024-10-15 (filed fourteen business days late) | Subsequent option issuance |