Edgar Cale
About Edgar Cale
Edgar B. (“Chip”) Cale, age 61, is General Counsel (since September 2019) and Corporate Secretary (since December 2019) of Passage Bio; he also served as interim CEO from June–October 2022. He holds a B.A. in Biology (University of Pennsylvania) and a J.D. (UC Berkeley), and previously held senior legal roles at GlaxoSmithKline and leading law firms . Company performance over his recent tenure shows no reported revenue and EBITDA losses narrowing from -$99.3M in FY2023 to -$62.1M in FY2024* (directionally supportive for pay-for-performance calibration). Values retrieved from S&P Global.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD) | N/A* | N/A* |
| EBITDA ($USD) | -$99,278,000* | -$62,086,000* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GlaxoSmithKline plc | SVP, Legal Corporate Functions; VP, Head of Legal for Worldwide Business Development; VP, General Counsel of GSK Vaccines | 1998–2019 | Led corporate legal, BD legal support, and vaccines legal operations for a multinational pharma, supporting complex transactions and global operations . |
| Venture Law Group LLP; Brobeck, Phleger & Harrison LLP | Corporate & Securities Lawyer | Pre-1998 | Advised emerging growth life sciences and technology companies on corporate and securities matters . |
| Passage Bio, Inc. | Interim CEO & President | 2022 (Jun–Oct) | Provided executive leadership during CEO transition period . |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $419,952 | $436,754 |
| Retention/Sign-on Bonus ($) | $200,000 retention (earned 12/31/2023) | — |
| All Other Compensation ($) | $16,500 (401k match, de minimis perqs) | $17,250 (401k match, de minimis perqs) |
Performance Compensation
Annual Cash Incentive (Non-Equity)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual bonus (Corporate + Individual goals across R&D, regulatory, financial and other objectives) | Not disclosed | 40% of base salary | $172,773 | Board determined bonuses at 95–99% of target for NEOs; Mr. Cale’s payout ~98.9% of target | Cash (paid) |
Equity Awards (Options)
| Grant Date | Plan | Vesting Commencement | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Vesting Terms |
|---|---|---|---|---|---|---|---|
| 10/23/2019 | 2018 EIP | 09/23/2019 | 274,254 | — | 8.07 | 10/23/2029 | 25% at 1-year, 2.0833% monthly to 4 years |
| 02/27/2020 | 2020 EIP | 02/27/2020 | 99,731 | — | 18.00 | 02/27/2030 | 25% at 1-year, 2.0833% monthly to 4 years |
| 02/16/2021 | 2020 EIP | 02/15/2021 | 163,872 | 7,125 | 21.85 | 02/16/2031 | 25% at 1-year, 2.0833% monthly to 4 years |
| 02/10/2022 | 2020 EIP | 02/10/2022 | 75,083 | 30,917 | 4.52 | 02/10/2032 | 2.0833% monthly to 4 years |
| 05/31/2022 | 2020 EIP | 05/31/2022 | 100,000 | — | 1.80 | 05/31/2032 | 8.3333% monthly to 100% by 05/31/2023 (interim CEO grant) |
| 06/13/2022 | 2020 EIP | 06/13/2022 | 88,333 | 17,667 | 2.29 | 06/13/2032 | 2.7778% monthly to 3 years |
| 03/15/2023 | 2020 EIP | 03/15/2023 | 76,562 | 98,438 | 1.08 | 03/15/2033 | 2.0833% monthly to 4 years |
| 03/15/2024 | 2020 EIP | 03/15/2024 | 38,062 | 164,938 | 1.50 | 03/15/2034 | 2.0833% monthly to 4 years |
| 09/30/2024 | 2020 EIP | 08/01/2024 | 4,166 | 45,834 | 0.70 | 09/30/2034 | 2.0833% monthly to 4 years |
Notes:
- Options outstanding as of 12/31/2024 include 920,063 exercisable and 364,919 unexercisable; beneficial ownership count uses options exercisable within 60 days of March 19, 2025 which totals 1,009,135 .
Multi-year Compensation (Summary)
| Component | 2023 | 2024 |
|---|---|---|
| Salary ($) | $419,952 | $436,754 |
| Bonus ($) | $200,000 (retention) | — |
| Non-Equity Incentive ($) | $168,240 | $172,773 |
| Option Awards (Grant-date fair value, $) | $145,034 | $255,143 |
| Stock Awards ($) | — | — |
| All Other Compensation ($) | $16,500 | $17,250 |
| Total ($) | $949,726 | $881,920 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,066,630 shares; 1.7% of outstanding |
| Breakdown | 57,495 shares held directly; 1,009,135 shares underlying options exercisable within 60 days of March 19, 2025 |
| Shares Outstanding (Record Date) | 62,148,274 (to compute % ownership) |
| Vested vs Unvested | As of 12/31/2024, options exercisable 920,063; unexercisable 364,919 (see awards table) |
| Hedging/Pledging | Company’s Insider Trading Policy prohibits hedging; pledging not addressed in that section |
| Ownership Guidelines | Not disclosed in the proxy for executives (Company is an EGC with reduced compensation disclosures) |
Employment Terms
| Provision | Terms |
|---|---|
| Employment | At-will |
| Target Bonus | 40% of base salary |
| Severance (no CIC) | Lump-sum equal to 12 months base salary + 12 months COBRA premiums, upon termination without cause or resignation for good reason, subject to release |
| Change-in-Control (Double Trigger, or awards not assumed) | Lump-sum equal to 12 months base salary + 100% of annual target bonus + 12 months COBRA; equity awards fully vested/exercisable; performance conditions deemed achieved at greater of target or actual, subject to release |
| Tax Treatment | “Best-net” approach to Section 4999 excise tax (no gross-up; pays full or cutback to maximize after-tax position) |
| Restrictive Covenants | Non-competition and non-solicitation obligations referenced; compliance required for severance |
| Clawback | Company-wide clawback policy adopted Oct 12, 2023 (SEC Rule 10D-1 compliant) |
Governance, Say-on-Pay, Related Parties
- Emerging Growth Company/Smaller Reporting Company with reduced executive compensation disclosure and no non-binding advisory say‑on‑pay votes .
- No related-party transactions exceeding thresholds from 2022 to present; policies require Audit Committee review of any such transactions .
Performance & Track Record
- Interim CEO role (mid-2022) reflects board confidence in leadership continuity during transition .
- Company EBITDA loss narrowed in FY2024 vs FY2023*, indicating operating burn improvement consistent with budget and program reprioritization typical of clinical-stage biotech. Values retrieved from S&P Global.
Risk Indicators & Red Flags
- Anti-hedging policy reduces misalignment risk; pledging not covered in that section (monitor future updates) .
- Equity acceleration on change‑in‑control (double trigger) may incent transaction alignment; standard for sector .
- No tax gross‑ups; best‑net cutback reduces shareholder-unfriendly optics .
- No related‑party transactions disclosed .
Investment Implications
- Compensation alignment: Cash bonus targets are modest (40% of salary) and payouts were near target based on goal attainment; equity is the primary incentive, with multi-year monthly vesting out to 2034—supporting retention yet creating ongoing option overhang .
- Retention risk appears manageable given standard severance and double-trigger CIC terms; however, significant unvested equity and continued monthly vesting create predictable supply over time—monitor Form 4s for selling pressure post-vesting .
- Governance is shareholder-friendly (clawback, no gross-ups, related-party clean record; anti-hedging policy), and Mr. Cale’s tenure plus interim CEO service suggest operational reliability during transitions .
- Company fundamentals remain pre-revenue with improving EBITDA losses*, so equity awards tie executive upside to long-term value creation; investors should watch clinical and regulatory milestones that drive incentive achievement and potential vesting accelerations on strategic transactions. Values retrieved from S&P Global.