Chris Loeffler
About Chris Loeffler
John C. “Chris” Loeffler, II is co‑founder, Chief Executive Officer, and Chairman of CaliberCos Inc. (CWD), serving in both roles since the Company’s inception. He previously worked in PwC’s audit and assurance practice and holds a B.S. in Business Administration (Accounting) from Cal Poly–San Luis Obispo; he also attended Universidad Complutense de Madrid. Age: 40. The 2025 proxy highlights his leadership focus on strategy, investments, fund management, and capital formation; specific TSR, revenue growth, or EBITDA growth targets tied to CEO pay are not disclosed in the proxy and annual cash bonuses are discretionary based on individual and company performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CaliberCos Inc. | Co‑founder; CEO & Chairman | Since inception | Directs strategy, oversees investments/fund management, leads capital formation |
| PwC (Phoenix) | Audit & Assurance practice | — | Public company audits, controls, M&A transaction support |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Zennihome Holdings, Inc. | Board Director | Current | Technology-forward manufacturer of stackable housing units |
Board Governance
- Dual role: CEO and Chairman; the Board’s stated view is that combining roles “best serves the Company.” CWD is a “controlled company” under Nasdaq rules but did not elect the controlled company exemption for the 2025 director election; four directors are deemed independent (Gerber, Trzupek, Hansen, Taylor) .
- Committees (all independent): Audit (Chair: L.X. Taylor; designated “financial expert”), Compensation (Chair: D.P. Hansen), Nominating & Corporate Governance (Chair: W.J. Gerber) .
- Board/committee meetings: In 2024 the Board and each committee held four meetings; each director attended at least 75% of applicable meetings .
- Hedging/pledging: Company policy prohibits short sales, derivatives/hedging, and pledging or margining of CWD securities by directors/officers/employees .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $490,000 | $490,000 |
| Leadership Compensation (per month) | $2,083.33 (agreement) | $2,083.33 (agreement) |
| Auto Allowance (policy, adopted 2022 arrangements) | $19,500/yr (policy) | $19,500/yr (policy) |
| All Other Compensation ($) | $28,025 | $63,177 |
- Note: Footnote indicates “other compensation” for Mr. Loeffler includes loan guarantee fees of $70,952; the proxy also states employer 401(k) contributions are included in “All Other Compensation” .
Performance Compensation
| Component | Weighting/Structure | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Cash Bonus | Discretionary (individual and company performance) | Up to 200% of base salary | 2024: $10,000 | Cash (immediate) |
| Long‑Term Incentive (RSUs) | Equity under 2024 Plan | $450,000 LTI opportunity | 2024 Stock Awards Granted: $326,100 | Subject to plan vesting; schedule not detailed in proxy |
- No option awards to the CEO in 2023–2024; option awards columns are blank for Mr. Loeffler .
Equity Ownership & Alignment
| Item | Amount/Detail | Notes |
|---|---|---|
| Class A Shares Beneficially Owned | 17,178 (1.6% of Class A) | Includes 1,000 Class A shares; 14,878 fully vested RSUs; 1,306 RSUs vesting within 60 days of record date |
| Class B Shares Beneficially Owned | 185,337 (50.0% of Class B) | Includes 88,950 Class B shares in The C LO 2021 Irrevocable Trust; Class B carries 10 votes/share |
| Total Voting Power | 15.3% | Class A: 1 vote/share; Class B: 10 votes/share |
| Outstanding Unvested RSUs (12/31/24) | 482,927; $337,566 market value | Based on 12/31/24 valuation |
| Options (exercisable/unexercisable) | None disclosed for CEO | — |
| Hedging/Pledging | Prohibited by policy | Aligns with investor-preferred practices |
| Near‑term vesting indicator | 1,306 RSUs vest within 60 days of 6/10/2025 record date | Potential small supply overhang |
- Group control: Directors and executive officers as a group own 100% of Class B and 42.5% of total voting power .
Employment Terms
| Term | Key Details |
|---|---|
| Agreement/Term | Executive Employment Agreement dated Jan 1, 2019; indefinite term until terminated |
| Base Salary | $490,000; Leadership Compensation $2,083.33 per month |
| Severance (legacy agreements) | Upon termination without cause or resignation for good reason: severance equal to Base Salary + Leadership Compensation for 12 or 36 months, “depending on the Executive” (CEO-specific multiple not specified) |
| Severance (2022 arrangements, to be formalized) | At‑will; severance equal to 12 months of salary upon termination without cause or resignation for good reason; auto allowance of $19,500/yr |
| Bonus & LTI Eligibility | Discretionary annual bonus; RSUs under 2024 Equity Incentive Plan |
| Clawback | Policy adopted May 15, 2023; 3‑year lookback for excess incentive pay upon a material restatement |
| Non‑compete/Non‑solicit | Not specified in proxy disclosures |
Related Party, Compliance, and Other Governance Signals
- Related party economics: Proxy discloses that “other compensation” for Mr. Loeffler includes loan guarantee fees ($70,952); Company also earns fees for guarantying certain loans to related funds, which are recognized over time as performance obligations are satisfied .
- Section 16(a) compliance: The Company reports two late Form 4 filings for John C. Loeffler II in FY2024 .
- Indemnification: Standard D&O indemnification agreements and D&O insurance in place .
Compensation Structure Analysis
- Mix and trend: Base salary flat at $490k in 2023–2024; cash bonus decreased from $42,500 (2023) to $10,000 (2024); stock awards declined from $397,493 (2023) to $326,100 (2024), implying reduced equity grant value year‑over‑year .
- Program design: Annual bonus is discretionary; maximum bonus opportunity increased with policy (CEO up to 200% of base), targeting total pay around peer‑group median; LTI delivered in RSUs under 2024 Plan .
- Governance controls: Clawback policy (adopted 5/15/2023) and ban on hedging/pledging align with investor expectations; Compensation Committee composed entirely of independent directors using an external compensation consultant .
Performance Compensation (Detail Table)
| Metric/Vehicle | Weighting | Target | Actual (2024) | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus | Discretionary | Up to 200% of base salary | $10,000 | ~2% of base vs 200% max | Cash (immediate) |
| RSU Grant (LTI) | Equity | $450,000 LTI opportunity | $326,100 grant-date value | n/a | Plan vesting (not detailed) |
Director Service Snapshot (for governance context)
- Board seat: CEO & Chairman; not independent under Nasdaq standards .
- Committees: Executive directors do not serve on Audit, Compensation, or Nominating & Governance (all independent membership) .
- Attendance: Directors attended ≥75% of Board and applicable committee meetings in 2024 .
- Director pay: Non‑employee directors received $75,000 cash retainers in 2024; equity option values disclosed for non‑employee directors (not applicable to CEO) .
Investment Implications
- Alignment and control: Significant Class B holdings (50% of Class B; 15.3% voting power) and a ban on hedging/pledging support alignment; however, combined CEO/Chair role and “controlled company” status concentrate power and may heighten governance risk if independent oversight weakens .
- Pay for performance: Discretionary annual bonus with low 2024 payout ($10k) alongside reduced RSU grant value suggests restraint amid conditions not detailed in the proxy; lack of explicit financial/TSR metrics limits pay‑performance transparency .
- Overhang/insider supply: Outstanding 482,927 unvested RSUs and a small tranche (1,306 RSUs) vesting within 60 days of record date signal ongoing but modest periodic supply; CEO has no options outstanding that could create additional selling pressure .
- Retention/exit economics: Legacy agreements contemplate 12–36 months’ severance; newer (2022) framework standardizes to 12 months (at‑will), reducing potential payout severity; change‑in‑control specifics and vesting acceleration terms are not detailed, limiting scenario analysis precision .
- Red flags to monitor: Dual role; late Section 16 filings; related‑party loan guarantee fees disclosed in “other compensation.” These merit continued tracking for governance and trading‑signal context, especially around equity vesting windows and any future Form 4 activity .