Roy Bade
About Roy Bade
Roy Bade is Chief Development Officer (CDO) at Caliber (CaliberCos Inc.), age 63, serving as CDO since November 2019; he joined Caliber in 2014 after nearly 30 years as a principal/developer in Phoenix commercial real estate. He holds a B.S. in Business Information Systems from Washington State University and maintains an Arizona Real Estate Broker’s license and a Commercial General Contractor’s license . Under Caliber’s platform during his tenure, managed capital and AUM trended higher YoY into early 2025 and Platform Adjusted EBITDA improved versus early 2024, though quarterly volatility remains (see Performance table below) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CaliberCos Inc. | Chief Development Officer | Nov 2019–Present | Leads development, construction, acquisitions, and project financing across Caliber’s vertically integrated platform . |
| CaliberCos Inc. | Executive Vice President & Fund Manager | 2014–2019 | Managed development/construction activity and maximized returns on existing properties . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bade Commercial Services Inc. | Principal/Managing Partner | ~1984–2014 | Developed/constructed/owned 750,000+ sq. ft. of commercial, retail and industrial properties in Phoenix, AZ . |
| BCS Development Group, LLC | Principal/Managing Partner | ~1984–2014 | Development, construction, and property management across Phoenix metropolitan area . |
Fixed Compensation
| Year | Base Salary ($) | Leadership Compensation ($/mo) | Auto Allowance ($/yr) | Notes |
|---|---|---|---|---|
| Current program (NEO framework) | 350,000 | 2,083.33 | 19,500 (per 2022 arrangements) | At‑will; agreements in process to replace prior agreements . |
| Year | Salary ($) | All Other Compensation ($) | Total Fixed ($) |
|---|---|---|---|
| 2024 | 350,000 | 10,300 (401k) | 360,300 |
| 2023 | 350,000 | 6,750 (401k) | 356,750 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout Mechanics | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Discretionary based on individual and company performance | Not disclosed | Up to 150% of base salary (max) | 220,000 (2024) | Cash | N/A |
| LTI Equity (RSUs) | Service-based RSUs from 2024 Plan | Not disclosed | 225,000 annual LTI target value | 163,060 (2024 grant-date fair value) | Settles in Class A shares per plan | Not fully disclosed (see outstanding/unvested below) |
| Stock Options (legacy) | Options from 2017 Plan | N/A | N/A | See award detail below | Options | See expiration below |
Summary compensation (pay-for-performance mix):
| Year | Bonus ($) | Stock Awards ($) | Total Compensation ($) |
|---|---|---|---|
| 2024 | 220,000 | 163,060 | 743,360 |
| 2023 | 315,344 | 358,999 | 1,031,093 |
Notes:
- Bonuses are discretionary and contingent on individual and company results; Caliber targets NEO total compensation around peer median .
- Clawback policy (effective May 15, 2023) permits recovery of erroneously awarded incentive pay upon a material restatement; no recoveries as of 12/31/2024 .
Equity Ownership & Alignment
Beneficial ownership (Record Date basis):
| Holder | Class A Shares | Class A % | Class B Shares | Class B % | % Total Voting Power |
|---|---|---|---|---|---|
| Roy Bade | 51,016 | 4.9% | — | — | 3.9% |
Beneficial ownership detail (footnote components):
- Includes 22,295 fully vested/exercisable options; 23,457 fully vested RSUs; 1,730 RSUs vesting within 60 days; and 3,534 Class A shares held by Wave Investments LLC (Bade is the sole manager) .
Outstanding equity awards at FY-end (exposure/overhang):
| Instrument | Quantity | Strike | Expiration | Status | Unvested Units (#) | Unvested RSU Market Value ($) |
|---|---|---|---|---|---|---|
| Stock Options | 445,888 | $3.35 | 1/1/2026 | Exercisable | — | — |
| RSUs | — | N/A | N/A | — | 312,535 | 218,462 |
Alignment policies:
- Hedging and pledging prohibited for insiders (reduces misalignment/forced-sale risk) .
- Clawback policy in place (see above) .
Employment Terms
| Term | Provision |
|---|---|
| Agreement | Executive Employment Agreement dated Jan 1, 2019; indefinite term . |
| Base/Leadership Pay | Base salary $350,000; Leadership Compensation $2,083.33/month . |
| Termination – Death/Disability | Base + Leadership Compensation, pro‑rata bonus, and benefits per plan . |
| Termination – For Cause | No compensation/bonus/benefits post-termination . |
| Termination – Without Cause | Base + Leadership Compensation through termination, pro‑rata bonus; severance of Base + Leadership Compensation for 12 or 36 months (depending on the executive; Bade-specific multiple not disclosed) . |
| Resignation for Good Reason | Same as “without cause” including 12 or 36 months severance (depending on executive) . |
| 2022 NEO Arrangements (in process of formalizing) | At‑will; auto allowance $19,500/year; severance equal to 12 months of salary upon termination without cause or resignation for good reason . |
| Change-in-Control | No separate CoC multiple disclosed; company notes no other arrangements beyond employment terms . |
| Non-compete / Non-solicit | Not disclosed in the proxy excerpts searched (no explicit covenant found) [Search: no match in 2025 proxy]. |
| Clawback | Effective May 15, 2023; applies to current/former executive officers; three-year lookback from restatement determination date; no restatements requiring recovery as of 12/31/2024 . |
Performance Context (Selected Company KPIs)
Platform revenue and Platform Adjusted EBITDA
| Metric | Q1 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Platform Revenue ($MM) | 4.726 | 3.549 | 4.1 | 3.5 |
| Platform Adjusted EBITDA ($MM) | (1.669) | (1.352) | (0.054) | (0.665) |
Capital and AUM (end of period)
| Metric | Q1 2024 | Q1 2025 |
|---|---|---|
| Managed Capital ($000s) | 453,905 | 495,217 |
| Fair Value AUM ($000s) | 766,738 | 830,758 |
Select operating updates (context during Bade’s tenure):
- Q2 2025 business milestones included Phoenix City Council approval for the Canyon Village redevelopment (office-to-376-unit multifamily) and a $22.5M refinance of a Tucson DoubleTree hotel, both within Caliber’s focused real estate strategy .
Compensation Committee & Governance Notes
- Compensation Committee composed entirely of independent directors; charter grants authority over executive compensation and advisor retention .
- Insider trading policy restricts short sales, derivatives/hedging, and pledging/margining of company stock .
- Section 16 compliance: late filings noted for certain insiders in 2024; Roy Bade not identified among late filers in the proxy disclosure excerpt .
Investment Implications
- Pay-for-performance alignment: Bade’s target package skews to at-risk pay—discretionary bonus up to 150% of salary and RSU-based LTI (target $225k), with realized equity values flexing down in 2024 as overall compensation fell to $743k from $1.03M in 2023, signaling responsiveness to results .
- Retention vs. selling pressure: Significant unvested RSUs (312,535 units at FY-end) support retention; hedging/pledging prohibitions further align interests. However, a large block of fully exercisable legacy options (445,888 at $3.35) expiring 1/1/2026 introduces potential exercise/sale timing risk ahead of expiry, a watch item for insider-driven supply in late 2025/2026 .
- Severance economics: Current 2019 agreements contemplate 12–36 months of severance (executive-specific multiple not disclosed); newer standardized NEO terms under formalization suggest 12 months, implying moderate retention economics without outsized change-in-control payouts—reduces “golden parachute” risk but also limits lock-in if external opportunities arise .
- Execution risk and focus: Company KPIs show improving Platform Adjusted EBITDA versus early 2024 and steady growth in managed capital/AUM into Q1 2025, but quarterly profitability remains variable. Bade’s remit across development, construction, and financing ties his incentives to successful execution of the narrower strategy (hospitality, multifamily, industrial) and capital formation cadence—key levers for sustained profitability .
Net take: Bade’s compensation structure (large RSU overhang, discretionary bonus) and insider policy constraints generally align with shareholder outcomes. Monitor 2025–2026 insider activity around option expirations and RSU deliveries, and track Platform Adjusted EBITDA inflection versus bonus outcomes to gauge pay-for-performance rigor .