Charles Calderaro
About Charles Calderaro
Charles Calderaro III, age 61, has served as Avidity Biosciences’ Chief Technical Officer since January 2025, bringing over three decades of global technical operations and biologics manufacturing leadership across Genentech/Roche, BioMarin, Kite (Gilead), and Shoreline Biosciences . He holds a B.A. from the University of Notre Dame, a Graduate Certificate in Nuclear Engineering from the U.S. Naval Nuclear Power School, and an MBA from Texas Christian University; he also served as a commissioned officer in the U.S. Navy from 1986–1990 . Company-level TSR, revenue growth, or EBITDA growth tied to his tenure are not disclosed.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Shoreline Biosciences | Chief Technical Officer | Oct 2022 – Dec 2025 (as disclosed) | Cell therapy CMC leadership and technical operations oversight (as disclosed in executive bio) |
| Kite Pharma (Gilead) | Global Head of Technical Operations | Dec 2019 – Sep 2022 | Scaled global technical operations in cell therapy (as disclosed) |
| BioMarin Pharmaceutical | SVP, Global Manufacturing | Sep 2016 – Dec 2019 | Led global biologics manufacturing (as disclosed) |
| Genentech/Roche | Roles of increasing responsibility | Jun 2002 – Aug 2016 | Biologics manufacturing and operations leadership (as disclosed) |
| Aventis Behring; Alcon; Ethicon (J&J) | Leadership roles | Pre-2002 | Medical products manufacturing/operations roles (as disclosed) |
| U.S. Navy | Commissioned Officer | 1986 – 1990 | Nuclear engineering training; leadership |
External Roles
No public company directorships or external board roles are disclosed for Mr. Calderaro.
Fixed Compensation
| Component | Terms | Source |
|---|---|---|
| Base salary | $515,000 annually | |
| Target annual bonus | 45% of base salary (not pro-rated for 2025) | |
| Sign-on bonus | $201,200 (advanced within 30 days of start; subject to 12‑month service clawback/repayment formula if departure for Cause or voluntary resignation without Good Reason before 1-year anniversary) | |
| Start date | During the week of January 6, 2025 (exact date mutually determined) |
Performance Compensation
Long-Term Equity Awards (Initial Inducement)
| Instrument | Size | Vesting / Terms | Notes |
|---|---|---|---|
| Stock Options | 80,000 options | FMV strike at grant; 25% vests at 1-year anniversary, then monthly over next 36 months (4-year total), subject to service | Under 2022 Employment Inducement Incentive Award Plan |
| RSUs | 40,000 units | Vest in four equal annual installments, subject to service | Under 2022 Employment Inducement Incentive Award Plan |
| PSUs | 72,000 units | Vest based on achievement of specified commercial objectives, in a manner consistent with executive officer PSUs | Executive PSUs are eligible to vest in full upon a change in control; his PSUs are to be structured consistent with those |
Notes on annual cash incentive design: The company’s short-term incentive framework ties payouts to corporate goals set annually by the Board/Human Capital Management Committee; 2025 metrics specific to Mr. Calderaro are not disclosed. Company-wide 2024 goals centered on advancing del-desiran, del-brax, del-zota programs, precision cardiology pipeline, and organizational/capital objectives; those drove a 150% corporate performance factor for NEOs in 2024, but these were for 2024 NEOs, not Mr. Calderaro (who joined 2025) .
Equity Ownership & Alignment
| Item | Status | Source |
|---|---|---|
| Beneficial ownership as of April 17, 2025 | No shares held and no options exercisable within 60 days | |
| Rule 10b5‑1 arrangement | Adopted Jan 6, 2025: automatic sale instruction to cover tax withholding on RSU/PSU vesting; remains in effect while RSUs/PSUs outstanding (10b5‑1 affirmative defense plan) | |
| Hedging/derivatives; pledging; margin | Prohibited by company Insider Trading Policy (hedging, short sales, derivatives, margin, pledging) | |
| Clawback policy | Company-wide clawback adopted in 2023; applies to incentive comp received on/after Oct 2, 2023 if financial restatement occurs |
Implication for selling pressure: the standing 10b5‑1 tax‑withholding plan will trigger routine, minimum‑necessary open‑market sales on vesting dates to satisfy taxes; beyond this, there is no disclosed discretionary selling program .
Employment Terms
| Term | Key economics/terms | Source |
|---|---|---|
| Employment | At-will | |
| Severance (non‑CoC) | If terminated without Cause or resigns for Good Reason: 12 months’ base salary (lump sum), up to 12 months COBRA premium payments or cash equivalent | |
| Change‑of‑Control (CoC) Period | 59 days prior to and 24 months following a CoC | |
| Severance (CoC, double trigger) | 18 months’ base salary (lump sum); 150% of target annual bonus (lump sum); prorated target bonus for year of termination (lump sum); up to 18 months COBRA premiums or cash equivalent; 100% acceleration of time‑based equity awards (performance‑based awards per plan terms) | |
| Good Reason (examples) | Material reduction in base or target bonus (not proportionate to across‑the‑board cuts), material adverse change in duties/reporting, relocation >50 miles, or material company breach (with notice/cure procedures) | |
| Bonus payment timing | 2025 annual incentive bonus will not be pro‑rated | |
| Indemnification | Indemnified to full extent of charter/bylaws and applicable law | |
| Arbitration | Employment-related disputes subject to JAMS arbitration (San Diego County) |
Compensation Structure Observations
- Increased equity leverage and performance alignment: Initial package is equity-heavy (options + RSUs + PSUs) with PSU objectives tied to commercial execution, mirroring the senior team’s emphasis on program milestones for del-desiran/del-brax/del-zota .
- Double-trigger CoC protection: Provides 1.5x target bonus and 18 months’ salary plus full acceleration of time-based equity upon qualifying termination in CoC period; consistent with biotech retention norms, but raises potential transaction cost considerations for acquirers .
- Governance safeguards: Robust insider policy bans hedging/pledging/margin; clawback policy compliant with SEC/Nasdaq; company explicitly avoids post-employment tax gross-ups for executives .
Say‑on‑Pay & Shareholder Feedback
- Company-wide advisory say‑on‑pay approval in 2024 was approximately 98.5% of votes cast, indicating strong investor support for the executive pay program design used as reference for current leadership .
Investment Implications
- Alignment and retention: A sizable, multi-instrument equity grant with performance-contingent PSUs and option leverage creates meaningful upside alignment if Avidity achieves key commercial milestones; double-trigger CoC terms support retention through strategic inflection points .
- Limited near-term selling overhang: The only disclosed selling mechanism is an evergreen 10b5‑1 instruction to sell the minimum shares to cover taxes on vesting—this introduces regular, modest flow but not discretionary liquidation pressure .
- Current skin-in-the-game still building: As of April 17, 2025, he had no reportable share ownership and no options exercisable within 60 days, with alignment primarily via unvested new‑hire equity awards still in early vesting cycles .
- Governance risk mitigations: Strong prohibitions on hedging/pledging and an enforceable clawback lower misalignment risk; no tax gross‑ups on change‑in‑control benefits reduces shareholder‑unfriendly optics .