Form 4: Calidi Biotherapeutics CEO Receives 10,000 Stock Options

Calidi Biotherapeutics' CEO, Eric Poma, was granted 10,000 incentive stock options at an exercise price of $1.58, vesting over a multi-year period.

Summary

• Eric Poma, Chief Executive Officer of Calidi Biotherapeutics, Inc. (CLDI), was granted 10,000 incentive stock options.
• The options were granted on September 3, 2025, with an exercise price of $1.58 per share.
• The exercise price matches the closing price of the company's common stock on the grant date.
• Vesting schedule: 25% of the options will vest on the one-year anniversary of September 3, 2025, with the remaining 75% vesting in 1/36th monthly installments thereafter.
• Vesting is contingent upon Mr. Poma's continued service to the company.
• The options expire on September 3, 2035.
• The grant was made under the Issuer's 2023 Equity Incentive Plan and is exempt under Rule 16b-3.
• A Limited Power of Attorney was executed by Eric Poma on April 24, 2025, appointing Wendy Pizarro, Andrew Jackson, and Michael Cava to prepare and execute Section 16 filings on his behalf.

Sentiment

Score: 6

Explanation: The filing reflects a standard executive compensation event, aligning management incentives with shareholder interests, which is generally viewed as a positive for corporate governance and long-term performance. No significant negative implications are immediately apparent.

Positives

• The grant of incentive stock options aligns the Chief Executive Officer's interests with those of shareholders, as the options gain value only if the stock price increases.
• The multi-year vesting schedule incentivizes long-term commitment and continued service from a key executive.
• The exercise price being equal to the closing price on the grant date indicates a fair market valuation at the time of grant.

Negatives

• The issuance of stock options can lead to potential dilution for existing shareholders if the options are exercised in the future, although this is a standard component of executive compensation.

Risks

• No specific new risks are introduced by this filing beyond the general market risks associated with stock options, such as the options potentially becoming worthless if the stock price does not exceed the exercise price.

Future Outlook

The vesting schedule for the granted options extends over several years, indicating an expectation of Eric Poma's continued service to Calidi Biotherapeutics and aligning his long-term incentives with the company's performance.

Management Comments

• "The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted."
• "The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request and on the behalf of the undersigned, are not assuming, nor is the Company assuming, any of the undersigneds responsibilities to comply with, or any liability for the failure to comply with, any provision of Section 16 of the Exchange Act."

Industry Context

The grant of stock options to a Chief Executive Officer is a common practice in the biotechnology and pharmaceutical industries, as well as across publicly traded companies, to attract, retain, and incentivize key leadership. This practice aligns executive compensation with shareholder value creation, a standard approach in competitive markets.

Comparison to Industry Standards

• The grant of stock options to a CEO, with a multi-year vesting schedule and an exercise price set at the market rate on the grant date, is consistent with typical executive compensation packages observed in the biotechnology sector.
• Companies like Moderna (MRNA) or BioNTech (BNTX) frequently utilize similar equity-based incentives for their top executives to foster long-term commitment and performance alignment.
• The structure of the vesting (initial cliff followed by monthly installments) is a common mechanism to ensure continued service and mitigate immediate windfalls.

Corporate Governance

Related Party Transactions

• The grant of 10,000 incentive stock options to Eric Poma, the Chief Executive Officer, constitutes a transaction with a related party (an insider).

Stakeholder Impact

• Shareholders: Potential for long-term value creation if the CEO's incentives lead to increased stock performance; potential for minor dilution if options are exercised.
• Employees: The CEO's continued commitment, incentivized by the options, can provide stability and strategic direction for the company.

Next Steps

• Eric Poma's continued service to Calidi Biotherapeutics to fulfill the vesting conditions of the options.
• Future Section 16 filings will be prepared and executed by the appointed attorneys-in-fact on behalf of Eric Poma.

Key Dates

Recommendation

This filing details a routine executive compensation event (stock option grant) that aligns the CEO's interests with shareholders. It does not contain information that would fundamentally alter the company's valuation or strategic direction, nor does it present new financial performance data. Therefore, it does not warrant a change in investment recommendation based solely on this disclosure.

Keywords

Calidi Biotherapeutics, CLDI, Eric Poma, Stock Options, Incentive Stock Options, Executive Compensation, SEC Form 4, Section 16, Equity Incentive Plan, Vesting, Corporate Governance