Philippe Calais
About Philippe Calais
Philippe P. Calais, PharmD, PhD, is Chairman of the Board (since Jan 2021) and, as of Oct 8, 2025, Chief Executive Officer of TransCode Therapeutics (RNAZ) . He has 37–38 years of biotech/pharma leadership experience across North America and Europe and holds a bachelor’s degree in pharmacy, a Doctor of Pharmacy, and a PhD from Université François-Rabelais (Tours, France) . Age: 66 as of the 2025 proxy record date; Director since October 2018 . Prior to becoming CEO, the Board deemed him independent; he chaired the Audit Committee and served on the Compensation Committee; upon becoming CEO while remaining Chair, he resigned from both committees .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| MatriSys Bioscience, Inc. | President, Chief Executive Officer, Director | Current as of 2024–2025 | Led biotech operations; brings translational experience |
| Phileas Pharma, Inc. | Executive Chairman and Founder | Since May 2019 | Founded oligonucleotide-focused venture; governance and strategy leadership |
| Isarna Therapeutics B.V. | President & CEO | Mar 2012 – Jun 2018 | Advanced oligonucleotide therapeutics across EU/US |
| Univalor (Canada) | President & CEO | Apr 2011 – Feb 2012 | Directed tech transfer commercialization |
| Ambrilia Biopharma (TSX: AMB) | CEO, President, Director | Jan 2008 – Jul 2009 | Turnaround and strategic repositioning |
| Neurochem Inc. (Nasdaq: NRMX) | President Global Business; Chair, Neurochem International (subsidiary) | 2003 – 2007 | Corporate strategy, global deployment |
| Servier Canada | President | 2000 – 2002 | Country leadership for research-based pharma |
| Hoffmann‑La Roche | Senior roles; Global SBU Head, Anti‑infectives | to 2010 (progression) | Global P&L and portfolio leadership in anti-infectives |
| ICI Pharmaceuticals | Cardiovascular Clinical Research (Intl.) | 1987 – 1990 | Early clinical research foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Florida Atlantic University (CMBB) | Affiliate Research Professor | Since Oct 2018 | Teaches clinical research to graduate students |
| French Government | Economic Advisor | Since 2013 | Public policy/economic advisory role |
| CohBar, Inc. (Nasdaq: CWBR) | Director; Interim CEO | Director: Jun 2018 – Jun 2020; Interim CEO: Dec 2019 – May 2020 | Governance and temporary executive leadership |
| Marina Biotech, Inc. (OTCBB: MRNX) | Independent Director; Lead Independent Director | Jan 2017 – May 2018; Lead ID: Oct 2017 – May 2018 | Board leadership |
| Autotelic Inc. | Board Member | Jun 2016 – Jun 2018 | Private company board service |
Board Governance and Committees
- Board service history: Director since Oct 2018; Chairman since Jan 2021 .
- Committees (pre‑CEO): Audit (Chair), Compensation (Member); Nominating & Corporate Governance (other directors) .
- Independence: As of the 2025 proxy, Board determined Calais (and Manting, Marquet) were independent; Fitzgerald not independent (executive officer) .
- Attendance: In 2024, each director attended 100% of Board and committee meetings .
- Change Oct 2025: Upon appointment as CEO, Calais stepped down as Audit Chair and as a member of the Compensation Committee; he remained Chairman of the Board .
- Dual‑role implications: Combining CEO and Chair increases concentration of authority; committee resignations help preserve committee independence .
- Audit committee expertise: Board designated Calais an “audit committee financial expert” prior to CEO appointment .
Fixed Compensation
| Component | Terms |
|---|---|
| CEO Base Salary | $555,000 annual base salary effective Oct 8, 2025 |
| One‑time Transaction Bonus | $250,000 in connection with Polynoma acquisition closing (also paid to CFO) |
Performance Compensation
Annual Cash Incentive
| Metric | Weighting | Target | Actual | Payout | Notes/Vesting |
|---|---|---|---|---|---|
| Annual bonus (CEO) | — | At least 50% of base salary | — | — | Metrics not specified in 8‑K; paid on Company bonus timetable if earned |
The 8‑K announcing Calais’s CEO appointment disclosed the target percentage but did not specify the underlying performance metrics or weightings .
Equity Awards (CEO)
| Type | Size | Term | Vesting | Grant Timing |
|---|---|---|---|---|
| Stock option | Right to purchase shares equal to 4% of fully diluted capitalization | 10 years | 25% on 12‑month anniversary of Oct 8, 2025; remainder monthly (1/48th) thereafter, fully vested at 4 years, subject to service | To be granted as soon as reasonably practicable after Oct 8, 2025, subject to Board approval |
Director Compensation
- Cash retainers (policy): Board member $40,000; additional $40,000 for non‑executive Chair; Audit member $7,500/Audit Chair $15,000; Compensation member $5,000/Chair $10,000; Nominating & Gov member $5,000/Chair $8,000 .
- Director equity (policy): Initial non‑employee option grant and annual option grant with time‑based vesting; grants vest over three years (initial) and one year or until next annual meeting (annual) .
Multi‑year director pay for Calais:
| Year | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 100,000 | 12,611 | 112,611 |
| 2024 | 212,500 (increased due to greater operational involvement after Jan 2024 CEO resignation) | 35 | 212,535 |
Equity Ownership & Alignment
| As of | Shares Beneficially Owned | % of Outstanding | Breakdown |
|---|---|---|---|
| July 9, 2025 | 69 | 0.000% (of 833,683 shares outstanding) | 1 common share + 68 shares underlying options exercisable within 60 days |
Alignment and trading policies:
- Hedging/derivatives and pledging prohibited; company also bans use of margin accounts for company securities .
- Clawback policy effective Oct 2, 2023 for incentive comp tied to financial reporting measures; applies to executive officers; recovery required in event of restatement (regardless of fault) .
- Rule 10b5‑1 plans permitted for directors/officers, with pre‑set parameters and amendments allowed under certain conditions .
Employment Terms
| Termination Scenario | Cash Severance | Bonus Treatment | Equity | Benefits |
|---|---|---|---|---|
| Without Cause or Good Reason (non‑CIC) | 12 months base salary (paid semi‑monthly) | Pro‑rated annual bonus based on actual performance for fiscal year; paid on usual timing | — | Company pays COBRA premiums up to 12 months or until earlier coverage/eligibility |
| Qualifying Termination within 6 months prior to or 24 months after Change in Control (absent successor assumption) | Lump sum equal to 18 months base salary | Pro‑rated bonus based on greater of actual or target performance, multiplied by 1.5; paid on usual timing | Full vesting of all unvested equity awards | Company pays COBRA premiums up to 18 months or until earlier coverage/eligibility |
Additional governance change on appointment:
- On Oct 8, 2025, Calais became CEO while remaining Chairman; he resigned from Audit Chair and Compensation Committee membership to support committee independence .
Performance & Track Record Highlights
- Led strategic combination: Acquisition of Polynoma and concurrent $25 million investment from CK Life Sciences to advance TTX‑MC138 into Phase 2 and add Phase 3‑ready seviprotimut‑L; positioned to broaden oncology pipeline .
- Transitioned leadership: Succeeded Interim CEO; CFO remained in role; Board added independent director as Audit Chair to strengthen oversight .
Investment Implications
- Incentive alignment and overhang: A single stock option equal to 4% of fully diluted capitalization with 4‑year vesting tightly links upside to equity value creation but introduces potential future selling pressure as tranches vest .
- Retention economics: Double‑trigger CIC severance with 18 months base and 1.5x pro‑rated bonus, plus full equity acceleration, provides strong retention around strategic transactions but increases change‑of‑control cost to shareholders .
- Governance trade‑offs: Combining CEO and Chair consolidates authority; resignation from audit/comp committees and appointment of an independent Audit Chair partially mitigates oversight concerns .
- Ownership “skin in the game”: Current reported beneficial ownership is de minimis (69 shares, 0.000%); alignment will rely more on new option grant performance upside and company‑wide clawback and anti‑hedging/pledging policies .
- Execution focus: The Polynoma deal and financing create clear clinical catalysts (TTX‑MC138 Phase 2; seviprotimut‑L Phase 3‑ready), making milestone‑based progress and capital stewardship key determinants for variable pay outcomes and investor confidence .