Lee Kalowski
About Lee Kalowski
Lee Kalowski (age 44) serves as Q32 Bio’s Chief Financial Officer and President, having commenced full-time employment on March 26, 2024 after serving as Legacy Q32’s Interim CFO since October 2023; he previously was CFO (2017–2023) and President (2019–2023) at Bicycle Therapeutics, CFO at Tokai Pharmaceuticals, and a Senior Analyst in global biotechnology equity research at Credit Suisse . He holds a B.A. in biology and economics from Union College and an M.B.A. from The Wharton School of the University of Pennsylvania . Company pay-versus-performance data show Q32 Bio’s $100 TSR tracking value was $48.25 in 2023 and $15.17 in 2024, reflecting challenging equity performance through the merger period; Q1 2025 financials indicate a net loss of $(11.0) million on cash of $65.5 million and runway into 2H’26 .
| Performance Metric | 2023 | 2024 |
|---|---|---|
| Value of initial fixed $100 investment (TSR) | $48.25 | $15.17 |
| Financial Metric | Q1 2024 | Q1 2025 |
|---|---|---|
| Cash and Cash Equivalents ($mm) | $78.0 | $65.5 |
| R&D Expense ($mm) | $9.8 | $7.1 |
| G&A Expense ($mm) | $5.0 | $5.1 |
| Net Income (Loss) ($mm) | $1.0 | $(11.0) |
| Runway guidance | — | Into 2H’26 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bicycle Therapeutics | CFO; President | CFO: Jul 2017–Jun 2023; President: Jan 2019–Jun 2023 | Senior finance and operating leadership (as disclosed) |
| Tokai Pharmaceuticals | CFO | Not disclosed | Senior finance role (as disclosed) |
| Credit Suisse | Senior Analyst, Global Biotech Equity Research | Not disclosed | Sell-side coverage in biopharma (as disclosed) |
| Legacy Q32 Bio | Interim CFO; Consultant | Since Oct 2023 | Transition leadership pre-merger (as disclosed) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | No external public company directorships disclosed in executive bio | — | — |
Fixed Compensation
| Year | Base Salary (Paid) | Annual Base Salary (Rate) | Notes | All Other Compensation |
|---|---|---|---|---|
| 2024 | $432,442 | $565,000 | Employed from Mar 26, 2024 | $171,451 (incl. $170,000 consulting fees pre-employment and $1,451 insurance/wellness) |
Performance Compensation
Annual Cash Bonus
| Component | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate performance (annual bonus) | 100% | 40% of base salary | 65% achievement for 2024 | $146,900 (paid for 2024 performance) | Cash; no vesting |
Equity Awards and Vesting
| Grant Date | Instrument | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration | Vesting Terms |
|---|---|---|---|---|---|---|
| 10/15/2023 | Stock Option | 16,901 | — | $17.08 | 11/09/2033 | 50% vested at 11/09/2023; remaining 50% vested 03/01/2024 |
| 10/13/2023 | Stock Option | 47,051 | 114,272 | $16.83 | 03/25/2034 | 25% at 1st anniversary; remaining 75% over 36 monthly installments |
• Option repricing: On Feb 24, 2025, all “underwater” employee and director options granted prior to Feb 23, 2025 were repriced to $2.54 (the Nasdaq close on Feb 24, 2025) .
Equity Ownership & Alignment
| As of | Beneficial Ownership (shares) | Ownership % of SO | Vested (Exercisable within 60 days) | Unvested (Unexercisable) | Hedging/Pledging |
|---|---|---|---|---|---|
| April 16, 2025 | 84,118 (options exercisable within 60 days) | <1% (asterisk designation) | 84,118 | 114,272 options unexercisable from 10/13/2023 grant | Company policy prohibits hedging, margin, and pledging of company securities |
Employment Terms
| Provision | Terms |
|---|---|
| Position & rate | CFO and President; annual base salary $565,000; annual bonus target 40% of base |
| Severance (non-CoC) | 12 months base salary + 12 months COBRA continuation (subject to release) |
| Severance (within 12 months post-CoC) | Lump sum of 12 months base salary + target bonus for the then-current year + 12 months COBRA + 100% acceleration of all outstanding time-based equity awards (subject to release) |
| 280G treatment | “Best net”/partial clawback to optimize after-tax outcome vs. excise tax (Section 4999) |
| Clawback | Compensation Recovery Policy compliant with Nasdaq; recovery of incentive pay tied to financial reporting measures upon restatement (3-year lookback) |
| Anti-hedging/pledging | Short sales, derivatives, margin use, and pledging prohibited under insider trading policy |
Investment Implications
- Alignment and ownership: Beneficial ownership is <1% with value largely in stock options; the 100% corporate-goal-based cash bonus (65% achievement in 2024; target 40% of base) ties pay to operating milestones rather than market outcomes, moderating near-term cash payouts while maintaining equity leverage .
- Option repricing red flag: Company-wide repricing of underwater options to $2.54 on Feb 24, 2025 materially lowers exercise strikes, boosting potential realizable value and potentially diluting pay-for-performance optics; such modifications are often viewed unfavorably by governance-focused investors .
- Retention vs. change-of-control: CoC economics (salary + target bonus cash and full time-based acceleration) provide protection and could influence retention decisions around strategic events; outside CoC, severance is 12 months base with COBRA .
- Risk controls: Formal clawback policy and strict anti-hedging/pledging rules mitigate governance risk and align with best-practice shareholder safeguards .
- Stock performance context: TSR tracking values of $48.25 (2023) and $15.17 (2024) underscore equity volatility through the merger and restructuring; bonus design (corporate goals) may insulate cash payouts from market swings while equity awards maintain upside sensitivity .
Upcoming say-on-pay proposals are on the ballot (Proposal No. 4) with management recommending “FOR”; frequency proposal recommends annual advisory votes, which may influence future compensation design feedback .