Scott Leftwich
About Scott Leftwich
Independent Class III director of Calidi Biotherapeutics since May 2019, with an operating background in healthcare software and cybersecurity and a retired U.S. Navy commander. He holds an MBA (with honors) from Harvard Business School and a B.S. (with distinction) from the U.S. Naval Academy . The Board classifies him as independent under NYSE American standards and he currently chairs the Nominating & Corporate Governance Committee and serves on the Compensation Committee, indicating significant influence on board composition and pay oversight . Beneficial ownership was 390,860 shares (1.2% of outstanding) as of May 19, 2025; the company notes no director shares are pledged as collateral, supporting alignment and reduced counterparty risk .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| InterMedHx, LLC (healthcare software) | CEO & General Manager | Dec 2011 – Apr 2016 | Led growth to acquisition by Cerner in 2014 |
| Anakam, Inc. (security software for patient portals) | COO & General Manager | Sep 2005 – Dec 2011 | Company acquired by Equifax in 2010 |
| United States Navy | P-3 Pilot; retired Commander | Prior to private sector | Military leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Skopos Labs, Inc. | Investor; Board of Advisors | Since 2017 | Private company advisory role; no public company boards disclosed |
Board Governance
- Board class: Class III director; other Class III is Allan Camaisa .
- Committee roles: Member, Compensation Committee; Chair, Nominating & Corporate Governance Committee .
- Independence: Determined independent by the Board (along with Alan Stewart, George Peoples, James Schoeneck) .
- Attendance: In FY2024 the Board met 24 times (Audit 5; Compensation 4; Nominating 2); each director attended ≥75% of Board/committee meetings—indicative of engagement .
- Leadership structure: Since Apr 22, 2025, the Chair (independent) and CEO roles are separated, enhancing oversight .
- Code and clawback: Company has a Code of Conduct and a compensation recovery (clawback) policy aligned with SEC/NYSE American rules .
Fixed Compensation
Non-employee director compensation (cash retainer/fees, equity grant fair values) shows a mix shift YoY.
| Component (USD) | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash | $73,328 | $13,438 |
| Option awards (grant-date fair value) | $90,439 | $15,603 |
| RSUs (grant-date fair value) | $16,125 | $40,311 |
| Total | $179,892 | $69,352 |
Notes:
- As of Dec 31, 2024, he had 87,597 options outstanding and 11,684 RSUs outstanding .
Performance Compensation
No director performance-conditioned metrics disclosed; equity awards (options/RSUs) are administered under the 2019 and 2023 plans and vest per time-based schedules at the Administrator’s discretion.
| Metric | Disclosed? | Notes |
|---|---|---|
| Revenue/EBITDA/TSR/ESG metrics tied to director pay | No | Non-employee director pay comprises cash retainers and equity; plans allow RSUs/options, not performance plans for directors |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Leftwich .
- Identified interlocks with customers/suppliers/competitors: None disclosed .
Expertise & Qualifications
- Education: MBA (Harvard Business School), B.S. (U.S. Naval Academy) .
- Domain expertise: Healthcare IT, cybersecurity for patient portals, commercialization, M&A execution (two prior companies acquired by public companies) .
- Board skills: Chairs Nominating & Corporate Governance; member, Compensation Committee—experience in governance architecture and executive pay oversight .
Equity Ownership
Breakdown of beneficial ownership and components (as disclosed), showing alignment via direct, derivative, and affiliated holdings.
| Ownership Detail | Jul 30, 2024 | May 19, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 360,768 (4.58%) | 390,860 (1.2%) |
| Direct shares | 46,095 | 67,774 |
| Options exercisable within 60 days | 62,913 | 81,321 |
| Warrants exercisable within 60 days | 50,000 | 50,000 |
| Indirect – SECBL, LLC | 176,057 | 176,057 |
| Indirect – WEBCL, LLC | 15,708 | 15,708 |
| RSU vestings noted (cumulative events) | 897; 2,379; 6,719 (vested in 12/21/23; 3/31/24; 6/30/24) | n/a |
| Shares pledged as collateral | None disclosed (company notes no director pledges) |
Insider Filings and Trades
| Date/Period | Item | Note |
|---|---|---|
| Sep 12–25, 2023 | Form 3 (initial) late by 1 business day for multiple insiders including Leftwich | Administrative oversight reported by company |
| Jan 4, 2024 | Form 4 late by 8 business days (RSUs granted/vested in Dec 2023) for multiple directors including Leftwich | Administrative oversight; company disclosed and corrected |
Related-Party Transactions and Potential Conflicts
Leftwich has been a recurring insider financier and advisor to the company, creating potential conflicts while serving on the Compensation Committee and chairing Nominating & Corporate Governance. Key items:
| Date/Instrument | Amount/Terms | Status/Notes |
|---|---|---|
| 2017 Convertible Note (director) | $150,000; convertible; shares in lieu of interest | Converted to Series A-1 preferred (Mar 2022); converted in Business Combination |
| 2018 Convertible Notes (director) | $450,000; convertible | Converted in Business Combination (Sep 2023) |
| 2021 Secured Note (director) | Up to $500,000; LIBOR+3% (floor 2%); later 10% | Deferred to Jan 1, 2025 at Business Combination; extension details disclosed |
| 2022 Term Notes (multiple directors incl. Leftwich) | $1.5M across directors; 24% simple interest; 10% paid in stock; maturities tied to financing | Amended/partially settled; multiple extensions in 2024 |
| 2021 SAFE (director) | $250,000 | Converted at Business Combination |
| 2022 SAFE (director) | $350,000 | Converted at Business Combination |
| Advisory Agreement (director) | $9,166/month (≤$120k/yr), payable upon capital raise; deferred to Jan 1, 2025 | Disclosed advisor services; deferral and payment timing |
| Deferred board/advisory fees (director) | Accrued/unpaid board/advisory fees ≈$0.6M | Paid Jan 2025 (3) |
| Deferred comp note (director) | $0.5M note for deferred comp/advisory; 24% interest reduced to 14% (Aug 12, 2024) | Paid Jan 2025 (6) |
Additional related-party context:
- Company’s related-party table references “Director A” in multiple items; separate disclosure explicitly identifies Scott Leftwich as the advisory counterparty, linking “Director A” to Leftwich’s advisory and deferred compensation arrangements (6).
Governance Assessment
Positives
- Independent director with material ownership (390,860 shares) and no pledging; long-tenured since 2019 .
- Chairs Nominating & Corporate Governance; member of Compensation Committee; board is majority independent; improved leadership structure in 2025 (separate Chair/CEO) .
- Strong attendance by directors in 2024; board/committee cadence suggests active oversight .
- Company-level clawback policy and code of conduct in place .
Risk indicators and red flags
- Extensive related-party financing and advisory arrangements between Leftwich and the company (convertible notes, SAFEs, high-interest term/secured notes, and sizable deferred board/advisory fees), with interest rates up to 24% before amendment—creates potential conflicts of interest while he serves on pay/governance committees. Mitigants include Audit Committee oversight of related-party transactions, but governance optics are negative for some investors (6) (3) .
- Company executed a broad stock option repricing in 2023—generally a governance caution signal (though not director-specific) .
- Section 16 administrative delays (late Form 3/4 filings) noted—minor process weakness but disclosed and addressed .
- Ongoing litigation (former CAO) at the company level increases governance risk environment (not specific to Leftwich) .
Overall implication: While Leftwich brings relevant operating and governance experience and maintains material equity alignment, his repeated role as creditor/advisor to the company—paired with compensation and governance committee influence—poses perceived conflict risks. Continued robust Audit Committee review, transparent disclosure (as provided), and minimizing future insider financing would improve investor confidence.
No compensation peer group, say‑on‑pay results, or director-specific performance metrics were disclosed in the cited materials.