Lesley Ann Calhoun
About Lesley Ann Calhoun
Lesley Ann Calhoun (age 59) has served as an independent director of Tango Therapeutics since March 2021 and is nominated to continue as a Class I director through the 2028 annual meeting. She is Executive Vice President, Chief Financial Officer (since June 2020) and Chief Operating Officer (appointed January 2025) at Aligos Therapeutics; previously she held senior finance roles at Global Blood Therapeutics, Hyperion Therapeutics, Theravance, and began her career in Deloitte’s audit practice. She holds a B.S. in Business Administration (Accounting) from San Francisco State University and is a Certified Public Accountant (inactive).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aligos Therapeutics (NASDAQ: ALGS) | EVP & CFO; COO | CFO: Jun 2020–present; COO: Jan 2025–present | Senior finance and operations leadership in clinical-stage biotech |
| Global Blood Therapeutics (NASDAQ: GBT) | SVP Finance & Administration; Chief Accounting Officer | Aug 2016–Jun 2020 | Public company finance leadership |
| Hyperion Therapeutics | VP Finance | Jan 2013–Sep 2015 | Prepared organization for acquisition by Horizon Pharma |
| Theravance (NASDAQ: TBPH) | Sr Director Finance & Corporate Controller | Aug 2005–Jan 2013 | Corporate controller, public company reporting |
| Deloitte & Touche LLP | Audit practice | 1989–2001 | Audit experience; foundation for “financial expert” credentials |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aligos Therapeutics (NASDAQ: ALGS) | EVP & CFO; COO | CFO: Jun 2020–present; COO: Jan 2025–present | Operating executive role; no public board directorship disclosed |
Board Governance
- Committees:
- Audit Committee Chair; designated “audit committee financial expert.” Audit committee members: Calhoun, Pothula, Borisy; 4 meetings in 2024.
- Nominating & Corporate Governance Committee Member (Chair: Mace Rothenberg); 2 meetings in 2024.
- Independence: Board determined all directors except the CEO are independent under Nasdaq/SEC rules.
- Attendance: Board held 4 meetings in 2024; all directors attended at least 75% of board and committee meetings; 5 directors attended the 2024 annual meeting.
- Election outcome (signal of investor confidence): Re-elected June 5, 2025 with 73,142,486 FOR; 10,476,404 WITHHELD; 13,226,662 broker non-votes.
Fixed Compensation
| Component | Policy Amount (2024) | Actual Earned 2024 ($) |
|---|---|---|
| Annual Director Cash Retainer | $40,000 | Included in total below |
| Audit Committee Chair | $15,000 | Included in total below |
| Nominating & Governance Committee Member | $5,000 | Included in total below |
| Total Cash Fees | N/A | 59,750 |
Notes:
- Committee fee revisions (May 2024): Comp Chair $12,000 (from $10,000); Comp Member $6,000 (from $5,000); Nom/Gov Chair $10,000 (from $8,000); Nom/Gov Member $5,000 (from $4,000).
Performance Compensation
| Grant Type | Annual Grant (2024 Policy) | Grant Date & Units (2024) | Grant Date Fair Value (2024) | Vesting |
|---|---|---|---|---|
| Stock Options | 37,500 options per annual grant | Annual grant; reflected in 2024 totals | $194,588 | 12 equal monthly installments over 1 year |
| RSUs | 6,250 RSUs per annual grant | Annual grant; reflected in 2024 totals | $46,313 | Vests fully on earlier of 1-year anniversary or next annual meeting |
- Change-in-control provision (non-employee directors): All unvested options and RSUs vest in full upon a change in control. Potential governance risk indicator.
- No performance-based (PSU) metrics disclosed for director equity; awards are time-based.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Calhoun. |
| External affiliations relevant to TNGX | Operating executive at Aligos Therapeutics (biopharma). No related-party transactions with Aligos disclosed. |
| Related-party transactions oversight | Audit committee reviews related-party transactions; Calhoun chairs audit committee (oversight responsibility). |
Expertise & Qualifications
- Audit committee financial expert designation; extensive public company finance and accounting leadership.
- Deep biotech sector experience across multiple companies and stages.
- CPA (inactive); formal accounting education (San Francisco State University, B.S.).
- Governance roles include audit oversight, risk management coordination, and nominating/governance responsibilities.
Equity Ownership
| Metric | As of Date | Amount | Notes |
|---|---|---|---|
| Beneficial ownership (total) | Apr 1, 2025 | 189,300 shares | Entirely options exercisable within 60 days; <1% ownership. |
| Outstanding options (board-level) | Dec 31, 2024 | 192,425 | Options held as director. |
| Outstanding RSUs (board-level) | Dec 31, 2024 | 6,250 | RSUs held as director. |
| Form 4 grants (annual) | Jun 5, 2025 | 37,500 options; 6,250 RSUs | Reported as awards; post-transaction holdings show 37,500 (options) and 12,500 (common). |
Insider Trades (Form 4 snapshot)
| Filing Date | Transaction Date | Type | Security | Quantity | Price | Post-Transaction Holdings |
|---|---|---|---|---|---|---|
| 2025-06-09 | 2025-06-05 | Award | Stock Option (Right to Buy) | 37,500 | $3.51 | 37,500 |
| 2025-06-09 | 2025-06-05 | Award | Common Stock (RSUs) | 6,250 | $0.00 | 12,500 |
Governance Assessment
- Strengths: Independent director; audit chair and “financial expert” designation; strong re-election mandate; consistent meeting participation; director equity awards balanced with cash retainers, aligning with shareholder interests.
- Pay structure changes: 2024 policy increased annual director equity grants (options to 37,500; RSUs to 6,250) and raised committee fees to align with peer median—signals competitive compensation but increases equity dilution risk modestly.
- Risk indicators:
- Single-trigger vesting of all unvested director equity upon change in control (potential misalignment if transaction benefits are not directly tied to long-term performance).
- No Calhoun-specific related-party transactions disclosed; broader related-party arrangements (Sesame, RevMed) were reviewed and approved by non-interested directors, with audit committee oversight—mitigates conflict risk.
- Shareholder sentiment: 2025 Say-on-Pay approved (63.5M FOR; 20.1M AGAINST; 34k ABSTAIN; annual frequency selected by stockholders), indicating acceptable alignment of compensation programs with investor expectations.
Director Compensation (2024 summary for Calhoun)
| Component | 2024 Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 59,750 |
| Stock Awards (RSUs) – grant date fair value | 46,313 |
| Option Awards – grant date fair value | 194,588 |
| Total | 300,651 |
| Aggregate holdings at 12/31/2024 | 192,425 options; 6,250 RSUs |
Additional Governance Details
- Policy on trading/derivatives: Company prohibits short sales and derivative transactions by directors and insiders (enhances alignment and compliance).
- Indemnification agreements: Standard indemnity for directors and officers under Delaware law.
RED FLAGS
- Single-trigger acceleration of unvested director equity upon change in control.
