Jade Leung
About Jade Leung
Jade Leung (age 51) is Chief Financial Officer and corporate secretary of CaliberCos Inc. (NASDAQ: CWD), serving as CFO since April 2017. He oversees accounting/controllership, FP&A, tax, financial reporting, treasury, and the strategic direction for IT/data security. Leung previously spent 12 years at PwC, holds an accounting degree from Ryerson University and a B.A. in Psychology from the University of British Columbia, and is a CPA (Arizona, Maine) . Company performance context during his tenure includes strong 2021→2022 growth (revenue +50%, Adjusted EBITDA +52%) followed by 2023 revenue up 8.3% YoY while Adjusted EBITDA turned negative as Caliber scaled investments and absorbed higher costs .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CaliberCos Inc. | Vice President of Finance | Pre-Apr 2017 | Managed and streamlined accounting and compliance functions across divisions |
| Caliber Securities, LLC (Arizona issuer-dealer) | Chief Compliance Officer | Aug 2016 | Established a new revenue stream for the Caliber group via issuer-dealer operations |
| PwC | Audit and accounting advisory services | 12 years | Participated in >$1B of public market transactions and financing arrangements |
External Roles
- No current public company board roles disclosed in SEC filings .
Fixed Compensation
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary | $375,000 | $375,000 |
| Target/Max Bonus % of Salary | 100% (program level; NEO arrangements) | 100% (program level; NEO arrangements) |
| Maximum Bonus ($) | $375,000 (program level) | $375,000 (program level) |
| Long-Term Incentive Target ($) | $350,000 (RSUs) | $350,000 (RSUs) |
| Leadership Compensation (per 2019 agreement) | $2,083.33/month | $2,083.33/month |
| Actual Cash Bonus Paid | $219,175 | $20,000 |
| Stock Awards (RSUs; grant-date fair value) | $311,360 | $253,623 |
| Option Awards (grant-date fair value) | — | $253,640 |
| All Other Compensation (primarily 401(k)) | $8,250 | $13,800 |
| Total Reported Compensation | $913,785 | $662,440 |
Performance Compensation
| Incentive | Metric/Structure | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus | Discretionary, based on company and individual performance; metrics not specifically disclosed | Not disclosed | Up to 100% of salary ($375,000) | $219,175 (2023); $20,000 (2024) | N/A (cash) |
| Long-Term Incentive (RSUs) | RSUs under 2024 Equity Incentive Plan | Not disclosed | $350,000 annual target | Stock awards grant-date values: $311,360 (2023); $253,623 (2024) | Per 2024 Plan; time-based; details governed by plan |
| Options | Service-based option grants (historical awards) | Not disclosed | N/A | 2024 option grant-date FV $253,640 | See grant schedules below |
Clawback: Restatement-based clawback adopted May 15, 2023; applies to current/former executive officers (3-year lookback); no recoveries as of 12/31/2024 .
Hedging/Pledging: Insider Trading Policy prohibits short sales, derivatives/hedging, and pledging/margining of company stock .
Equity Ownership & Alignment
| Ownership (as of Proxy Record Date) | Value |
|---|---|
| Beneficial ownership – Class A shares | 43,821 shares |
| Class A ownership (% of Class A outstanding) | 4.2% |
| Class B shares | — |
| Total voting power | 3.3% |
| Anti-hedging/pledging policy | Prohibits hedging and pledging/margining of company stock |
| Section 16 reporting | One late Form 4 filing for Leung in FY2024 per company disclosure |
Outstanding Equity Awards (Fiscal Year-End 12/31/2024)
| Instrument | Quantity/Units | Exercise Price | Expiration | Status |
|---|---|---|---|---|
| Stock Options (exercisable) | 386,436 | $3.35 | 1/1/2026 | Exercisable |
| Stock Options (exercisable) | 59,452 | $5.85 | 12/31/2029 | Exercisable |
| RSUs (unvested) | 387,742 | N/A | N/A | Market value $271,032 |
Prior-Year Outstanding Equity (FY 2023 reference from 2024 Proxy)
| Instrument | Quantity/Units | Exercise Price | Expiration | Status |
|---|---|---|---|---|
| Stock Options (exercisable) | 386,436 | $3.35 | 1/1/2026 | Exercisable |
| Stock Options (exercisable) | 59,452 | $5.85 | 12/31/2029 | Exercisable |
| RSUs (unvested) | 255,930 | N/A | N/A | Market value $330,150 |
Grant/Vesting Details (from Form 3 on 5/15/2023)
| Grant Type | Grant/Start | Size | Strike | Vesting Terms | Expiration |
|---|---|---|---|---|---|
| Stock Options (right to buy) | 1/1/2016 | 386,436 | $3.36 | Fully vested | 1/16/2026 |
| Stock Options | 12/31/2019 | 59,452 | $5.85 | 25% at 1-year; then 1/36 monthly; fully vested 12/31/2023 | 12/31/2029 |
| Stock Options | 1/1/2021 | 5,421 | $6.49 | 25% at 1-year; then 1/36 monthly; fully vested 1/1/2025 | 1/01/2031 |
| RSUs | 12/31/2021 | 118,903 | N/A | Fully vested | N/A |
| RSUs | 12/31/2021 | 5,421 | N/A | 25% on 2/19/2022, 2023, 2024, 2025 | N/A |
| RSUs | 4/1/2022 | 29,726 | N/A | 25% on 4/1/2023; remaining 1/36 monthly thereafter | N/A |
Note: Anti-pledging policy reduces risk of forced sales; upcoming option expiration on 1/1/2026 could influence timing behavior around liquidity events but in-the-money value depends on prevailing stock price (not assessed here) .
Employment Terms
| Term | Details |
|---|---|
| Employment start in current role | CFO since April 2017 |
| Agreement type/term | Executive Employment Agreement dated Jan 1, 2019; indefinite, until terminated |
| Base salary | $375,000 |
| Leadership Compensation | $2,083.33/month for leadership services |
| Auto allowance | $19,500/year (per Sept 2022 NEO arrangements) |
| Bonus structure | Discretionary, dependent on company and individual performance; target up to 100% of salary |
| LTI | RSUs under 2024 Equity Incentive Plan; target $350,000 |
| Severance (2019 agreements) | If terminated without cause or resigns for good reason: base salary + leadership compensation for 12 or 36 months (depends on executive; not specified by name), plus pro rata bonus and benefits per plan |
| Severance (2022 NEO arrangements) | At-will; severance equal to 12 months of salary upon termination without cause or resignation for good reason |
| Change-in-control | No additional CIC arrangements beyond employment/severance terms disclosed |
| Clawback | Restatement-based clawback policy adopted May 15, 2023; 3-year lookback; no recoveries as of 12/31/2024 |
| Hedging/pledging | Prohibited (short sales, derivatives/hedging, pledging/margining) |
Performance & Track Record (Company)
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| Total consolidated revenue ($000s) | $56,033 | $83,956 | $90,900 (Total revenue $90.9m) |
| Adjusted EBITDA ($000s) | $3,642 | $5,519 | $(1,300) (Adjusted EBITDA loss of $1.3m) |
Additional 2023 detail: FY2023 revenue +8.3% YoY; platform revenue mix shifts and higher payroll/non-cash equity compensation and interest expense pressured earnings .
2023 MD&A highlights operating cost increases and revenue composition changes (e.g., fund set-up fees decline; development fees rise) .
Investment Implications
- Pay-for-performance and alignment: Leung’s cash bonus is discretionary with a 100% of salary cap; LTI is delivered primarily in RSUs under the 2024 Plan, reinforcing equity alignment. Anti-hedging/pledging and a restatement-based clawback bolster shareholder alignment .
- Retention and selling pressure: Material equity exposure includes 387,742 unvested RSUs and large fully vested option tranches with the first major expiration on 1/1/2026; this may create timing incentives around liquidity but outright pledging is prohibited .
- Severance/CIC economics: Baseline severance is 12 months’ salary under the 2022 NEO program; legacy 2019 agreements provide 12–36 months of salary+leadership compensation depending on the executive (not specified by name), suggesting moderate retention protection without outsized change-in-control acceleration .
- Execution risk: While 2021→2022 growth was strong, FY2023 Adjusted EBITDA turned negative amid scaling and cost/investment initiatives; sustaining profitable growth remains a key focus area for finance leadership .
- Governance signals: One late Form 4 for Leung noted in FY2024 Section 16 compliance; otherwise no material legal proceedings reported for executives .