DEF 14A of CG Oncology, Inc.
Filed Apr 25, 2025 · FY20240000950170-25-058342
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS Under our amended and restated certificate of incorporation (the “Charter”) and amended and restated bylaws (the “Bylaws”), the Board is divided into three classes, with only one class of directors being elected in each year and each class, Class I, Class II and Class III, serving a three-year term. Each Class I director has a term that expires at this Annual Meeting, each Class II director has a term that expires at the Company’s 2026 Annual Meeting of Stockholders and each Class III director has a term that expires at the Company’s 2027 Annual Meeting of Stockholders, or in each case until their respective successors are duly elected and qualified, or until their earlier death, resignation, or removal. Our Charter provides that the number of directors will be fixed from time to time by the Board. There are currently seven members of the Board. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has considered and nominated the three incumbent directors listed below, all of whom have previously been elected by our stockholders, for election to the Board at the Annual Meeting. The Board has determined that each director nominee, other than Mr. Kuan, if elected, would be an independent director, as further described below in “The Board of Directors and Certain Governance Matters — Director Independence and Independence Determinations.”
PROPOSAL 1: ELECTION OF DIRECTORS
| Name | Position | | Arthur Kuan | Chairman and Chief Executive Officer | | James J. Mulé | Director | | Leonard Post | Director |
PROPOSAL 1: ELECTION OF DIRECTORS
All of the director nominees listed above have consented to being named in this Proxy Statement and to serve if elected. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve. In the event that any of these nominees should become unavailable for election due to any presently unforeseen reason, proxies will be voted for a substitute as designated by the Board, or alternatively, the Board may leave a vacancy on the Board or reduce the size of the Board. Biographical information relating to each of the director nominees is set forth below under “Nominees for Election to the Board of Directors” and incorporated by reference herein. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT.
Nominees for Election to the Board of Directors
Nominees for Election to the Board of Directors
Our Board of Directors
Our Board of Directors The biographies of each of our nominees for election to the Board as Class I directors, and all other directors as of April 8, 2025 are set forth below, including the offices held, other business directorships and the class and term of each director nominee and director. Each of the biographies highlights specific experience, qualifications, attributes, and skills that led us to conclude that such person should serve as a director. We believe that, as a whole, our Board possesses the requisite skills and characteristics, leadership traits, work ethic, and independence to provide effective oversight. No director or executive officer is related by blood, marriage, or adoption to any other director or executive officer. No arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee.
Class I: Director Nominees for Election at the Annual Meeting
Class I: Director Nominees for Election at the Annual Meeting
Class I: Director Nominees for Election at the Annual Meeting
| ARTHUR KUAN Chairman and Chief Executive Officer | Director Since: 2017 Age: 34 | Committee Memberships: None | | | Arthur Kuan has served as our Chief Executive Officer and as a member of our Board since our inception in 2017, and as Chairman since December 2023. As a Founding Member of Ally Bridge Group, a global healthcare-focused investment platform, Mr. Kuan played a role in managing the fund’s portfolio companies from January 2013 to July 2015. Mr. Kuan also served on the IP Commercialization Strategy Committee at Moffitt Cancer Center from November 2017 to January 2024. Previously, Mr. Kuan was a member of Themes Investment Partners, a Private Equity fund based in Hong Kong, where he played a central role in coordinating cross-border technology transfer and regulatory submissions for portfolio companies. Mr. Kuan began his career in an operational role at Dinova Capital, a Shanghai-based, medical technology incubator fund, evaluating medical device investment opportunities. Mr. Kuan has served on the board of directors of Chunghwa Chemical Synthesis & Biotech, a Taiwanese manufacturer and distributor of chemical synthetic products and biotechnology products, since 2022, where he serves on its compensation committee and audit committee. From 2016 to 2023, he served on the board of directors of Allied Industrial Corp., Ltd., a leading supplier of disperse dyestuff. Mr. Kuan received his M.S. in Biotechnology from the Johns Hopkins University and his B.A. in Biology from the University of Pennsylvania. Mr. Kuan’s knowledge of our business and experience investing in a number of biopharmaceutical companies contributed to our Board’s conclusion that he should serve as a director of our Company. | | | JAMES J. MULÉ | Director Since: 2018 Age: 72 | Committee Memberships: None |
Class I: Director Nominees for Election at the Annual Meeting
| Director | James J. Mulé, Ph.D. has served as a member of our board of directors since 2018. Dr. Mulé has served as Associate Center Director for Translational Science and the Michael McGillicuddy (U.S. Senator Connie Mack (ret.) & Family) Endowed Chair for Melanoma Research and Treatment and is the Associate Center Director of the Moffitt Cancer Center, Tampa, Florida, where he has served as a Director since 2003. Since 1993, Dr. Mulé has served multiple tenures as a special government employee to the FDA at the Center for Drug Evaluation and Research and at the Center for Biologics Evaluation and Research and to the National Cancer Institute (NCI). Dr. Mulé also served on the board of directors of publicly-traded company Fulgent Genetics from 2016 to 2020. Dr. Mulé serves on the advisory boards of numerous biotechnology companies, pharmaceutical companies, NCI-designated cancer centers and investment funds, including Buffett Cancer Center, Omaha; Masonic Cancer Center, Minneapolis; Affyimmune Therapeutics; Aleta Biotherapeutics; OncoPep; Turnstone Biologics; UbiVac; Vault Pharma; Vycellix; and Noble Life Science Partners. Dr. Mulé holds an Interdisciplinary Ph.D. in Tumor Immunology, Immunocytology, and Immunopathology from the University of Washington and the Fred Hutchinson Cancer Research Center, Seattle, Washington, a M.S. in Cellular Immunology from the University of Washington School of Medicine and a B.A. from New Jersey City University. Dr. Mulé received his formal postgraduate training at the Surgery Branch, Division of Cancer Treatment, NCI, National Institute of Health (NIH), Bethesda, Maryland. Dr. Mulé has held tenured senior positions at the NCI/NIH and the University of Michigan, Ann Arbor. Dr. Mulé’s extensive regulatory, basic translational, and clinical research as well as administration leadership experience in both non-profit and for-profit entities and the biopharmaceutical industry contributed to our Board’s conclusion that he should serve as a director of our Company. | | | LEONARD POST Lead Independent Director | Director Since: 2018 Age: 72 | Committee Memberships: • Compensation Committee • Nominating and Corporate Governance Committee | | | Leonard Post, Ph.D. has served as a member of our Board since 2018. Dr. Post has over three decades of pharmaceutical R&D experience. From July 2016 to January 2024, Dr. Post served as Chief Scientific Officer of Vivace Therapeutics, an oncology company working on small molecules targeting the hippo pathway, and from October 2018 to January 2024 served as Chief Scientific Officer of its sister company Virtuoso Therapeutics, a company working on bispecific antibodies for oncology. From February 2010 until June 2016, Dr. Post worked at BioMarin, in various positions including Chief Scientific Officer. During that time, he oversaw the initiation of BioMarin’s first gene therapy project for hemophilia A. Prior to that, Dr. Post served as Chief Scientific Officer of LEAD Therapeutics, Senior Vice President of Research & Development at Onyx Pharmaceuticals, and Vice President of Discovery Research at Parke-Davis Pharmaceuticals. Dr. Post is also currently an advisor to Canaan Partners. Dr. Post has served on the board of directors of publicly-traded biopharmaceutical company uniQure N.V since June 2020, where he serves as chair of its research and development committee, and privately-held companies, Orphagen | |
Class I: Director Nominees for Election at the Annual Meeting
| Pharmaceuticals, Inc., Fedora Pharma, Inc., ImmvirX, ML Biosolutions, Grace Science LLC and Acelink Therapeutics. Mr. Post also previously served on the board of directors of publicly-traded Fulgent Genetics, Inc. from August 2022 to October 2022. Dr. Post is a virologist by training and did early work on engineering of herpes simplex virus as a postdoctoral fellow. He has a Bachelor of Science degree in Chemistry from the University of Michigan, and a Ph.D. in Biochemistry from the University of Wisconsin. Dr. Post’s extensive experience in the biotechnology industry, and specifically in oncolytic viruses, contributed to our Board’s conclusion that he should serve as a director of our Company. |
Class II Directors Continuing in Office Until Our 2026 Annual Meeting
Class II Directors Continuing in Office Until Our 2026 Annual Meeting
Class II Directors Continuing in Office Until Our 2026 Annual Meeting
| HONG FANG “SIMONE” SONG Director | Director Since: 2015 Age:59 | Committee Memberships: • Audit Committee • Compensation Committee (Chair) | | | Simone Song has served as a member of our Board since November 2015. Ms. Song is the Founder and has been a Senior Partner of ORI Capital Limited, a venture capital firm, since July 2015. Prior to ORI Capital, Ms. Song served as the Head of Healthcare Investment Banking for Greater China for Goldman Sachs Group, Inc. She also served on the board of TriSalus Life Sciences, Inc. from 2017 to 2023, prior to its initial public offering. Prior to joining Goldman Sachs, Ms. Song was a Managing Director of Cowen Inc., a member of the advisory board of AXA Investment Managers, a global investment management firm, and an executive board advisor to AXA Asia Pacific Holdings Limited. Ms. Song holds a B.A. in Economics from Fudan University and an M.A. in Economics from Claremont Graduate School. Ms. Song’s extensive experience in the healthcare sector contributed to our Board’s conclusion that she should serve as a director of our Company. | | | VICTOR TONG, JR. Director | Director Since: 2023 Age: 41 | Committee Memberships: • Nominating and Corporate Governance Committee | | | Victor Tong, Jr. has served as a member of our Board since July 2023. Mr. Tong is a Managing Director at Decheng Capital (“Decheng”), an investment firm, where he has worked since its inception in 2012 and focuses on investments in biotechnology and medical technology companies in China and the United States. Before joining Decheng, Mr. Tong was a Principal at Bay City Capital, a life sciences investment firm, and a member of the healthcare investment banking division at Morgan Stanley. Mr. Tong has served on the board of publicly-traded company Aardvark Therapeutics, Inc. since May 2024. He also serves on the board | |
Class II Directors Continuing in Office Until Our 2026 Annual Meeting
| of directors of multiple privately held biotechnology and biopharmaceutical companies including Cellares Corp., Harton Therapeutics, Hummingbird Bioscience, LevitasBio, Nalu Medical, Take2 and Watchmaker Genomics. Mr. Tong holds a B.A. in Molecular and Cell Biology and B.S. in Business Administration from the University of California, Berkeley. Mr. Tong's investment and board experience in the biopharmaceutical industry contributed to our Board’s conclusion that he should serve as a director of our Company. |
Class III Directors Continuing in Office Until Our 2027 Annual Meeting
Class III Directors Continuing in Office Until Our 2027 Annual Meeting
Class III Directors Continuing in Office Until Our 2027 Annual Meeting
| SUSAN GRAF Director | Director Since: 2023 Age: 52 | Committee Memberships: • Audit Committee (Chair) • Nominating and Corporate Governance Committee | | | Susan Graf, R.Ph., M.B.A., has served as a member of our Board since November 2023. Ms. Graf has served as a Senior Advisor and Entrepreneur in Residence at Locust Walk Partners, LLC, a global life science transaction firm, since May 2021. Ms. Graf previously served as Chief Executive Officer of biotechnology company Akamara Therapeutics from August 2019 to May 2021. Prior to Akamara Therapeutics, Ms. Graf was Chief Business Officer and Principal Financial Officer at Epizyme, a biopharmaceutical company, from April 2016 to September 2018. Prior to Epizyme, Ms. Graf held the position of Vice President, Corporate Development and Strategy for NPS Pharma before it was acquired by Shire in 2015. Earlier in her career, Ms. Graf spent nearly 18 years at Roche in a number of leadership and executive positions. Ms. Graf has chaired the board of directors and audit committee of Finch Therapeutics, a publicly-traded microbiome therapeutics company, since April 2021, and has served on the board of directors of Kaléo, a privately held pharmaceutical company, since December 2021. Ms. Graf has an M.B.A. from the Stern School of Business at New York University and a B.Pharm. from Purdue University. Ms. Graf’s extensive experience in the life sciences industry and her financial expertise contributed to our Board’s conclusion that she should serve as a director of our Company. | | | BRIAN LIU Director | Director Since: 2022 Age: 36 | Committee Memberships: • Audit Committee • Compensation Committee | | | Brian Liu, M.D. has served as a member of our Board since September 2022. Dr. Liu is a Managing Director at Longitude Capital Management Co., LLC (“Longitude Capital”), a healthcare venture capital firm, where he has been employed since 2018. Prior to joining Longitude Capital, Dr. Liu | |
Class III Directors Continuing in Office Until Our 2027 Annual Meeting
| was an Engagement Manager in the pharmaceuticals practice of McKinsey & Company from January 2016 to July 2018. Dr. Liu has served on the board of directors of Alentis Therapeutics AG since November 2024, Helicore Biopharma, Inc. since January 2025, and Lassen Therapeutics, Inc. since December 2023. He has also served as a board observer at Quanta Therapeutics Inc. since October 2020. He previously served as a board observer at Endeavor Biomedicines Inc., Inflazome Ltd. (acquired by Roche Holding AG), Rivus Pharmaceuticals, Inc., Talaris Therapeutics, Inc., Vera Therapeutics, Inc., and Zenas Biopharma, Inc. Dr. Liu holds an M.D. from Stanford University School of Medicine and a B.S. in Biomedical Engineering from Johns Hopkins University. Dr. Liu’s investment experience in the pharmaceutical industry and prior board experience contributed to our Board’s conclusion that he should serve as a director of our Company. |
Fiscal Year 2024 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) (5) | Bonus ($) (3) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) (4) | Total ($) | | Arthur Kuan, Chief Executive Officer | 2024 | 653,485 | — | 10,135,228 | 382,594 | 1,486 | 11,172,793 | | | 2023 | 449,000 | — | 3,293,022 | 189,000 | 2,974 | 3,933,996 | | Ambaw Bellete, President and Chief Operating Officer | 2024 | 511,935 | — | 4,471,424 | 242,996 | 15,036 | 5,241,391 | | | 2023 | 322,000 | 189,500 | 1,967,465 | 180,600 | 369,970 | 3,029,535 | | Corleen Roche, Chief Financial Officer | 2024 | 446,357 | 31,500 | 9,157,973 | 196,360 | 13,610 | 9,845,800 | | | 2023 | — | — | — | — | — | — |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table presents information regarding outstanding equity awards held by our Named Executive Officers as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year End
| | | Option Awards(1) | | | | | | | Name | Grant Date | Vesting Commencement Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option exercise price per share ($) | Option expiration date | | Arthur Kuan | 4/19/21(5) | 4/19/21 | 167,483 | — | — | 1.72 | 4/18/31 | | | 10/19/22(5) | 10/19/22 | 117,168 | 181,075(2) | — | 2.29 | 10/18/32 | | | 10/9/23(6) | 10/9/23 | 163,891 | 360,492(2) | — | 6.68 | 10/8/33 | | | 12/13/23(6) | 12/13/23 | 21,009 | 62,892(2) | — | 12.59 | 12/12/33 | | | 10/4/24(7) | 10/4/24 | 16,574 | 381,226(2) | — | 36.63 | 10/4/24 | | Ambaw Bellete | 5/26/22(5) | 5/26/22 | 32,782 | 19,656(3) | — | 1.82 | 5/25/32 | | | 6/14/23(6) | 6/14/23 | 211,856 | 279,186(3) | 63,102(4) | 3.72 | 6/13/33 | | | 12/13/23(6) | 12/13/23 | 13,126 | 39,312(2) | — | 12.59 | 12/12/33 | | | 10/4/24(7) | 10/4/24 | 7,311 | 168,189(2) | — | 36.63 | 10/4/34 | | Corleen Roche | 1/11/24(7) | 1/11/24 | — | 492,920(3) | — | 19.00 | 1/11/34 | | | 10/4/24(7) | 10/4/24 | 3,900 | 89,700(2) | — | 36.63 | 10/4/34 |
Outstanding Equity Awards at Fiscal Year End
(1) All of the option awards were granted with a per share exercise price equal to the fair value of one share of our common stock on the date of grant. (2) The options vest in equal monthly installments over a period of four years following the vesting commencement date, subject to executive's continuous service with us through each such vesting date. The options are subject to accelerated vesting pursuant to the terms described above in the subsection titled “—Employment Arrangements with Our Executive Officers.” (3) The options vest over a period of four years, with 25% of the shares subject to the options vesting on the first anniversary of the vesting commencement date , and the remaining shares vesting in equal monthly installments thereafter over the subsequent three-year period, subject to executive’s continuous service with us through each such vesting date. Except for the Bellete Initial Option, the options are subject to accelerated vesting pursuant to the terms described above in the subsection titled “—Employment Arrangements with Our Executive Officers.” (4) The options vest as follows: (i) 16,868 shares vest upon the company achieving commercial organization readiness by December 31, 2026, as determined by our Board of Directors, (ii) 29,365 shares vest upon the approval by the FDA of a BLA with respect to cretostimogene, provided such BLA approval occurs on or before December 31, 2026, and (iii) 16,868 shares vest upon the company’s achievement of the first successful commercial sale by December 31, 2026. (5) The option was granted pursuant to our 2015 Equity Incentive Plan (2015 Plan). (6) The option was granted pursuant to our 2022 Stock Incentive Plan (2022 Plan). (7) The option was granted pursuant to our 2024 Stock Incentive Plan (2024 Plan).
Non-Employee Director Compensation
Non-Employee Director Compensation The following table shows for the fiscal year ended December 31, 2024 certain information with respect to the compensation of our non-employee directors:
Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | All Other Compensation ($) | Total ($) | | Susan Graf | 58,435 | 397,460 | — | 455,895 | | Brian Liu | 50,120 | 397,460 | — | 447,579 | | James J. Mulé | 39,698 | 397,460 | — | 437,158 | | Leonard Post | 78,108 | 397,460 | — | 475,568 | | Simone Song | 55,740 | 397,460 | — | 453,200 | | Victor Tong, Jr. | 46,841 | 397,460 | — | 444,301 |
Non-Employee Director Compensation
(1) The amounts reported here do not reflect the actual economic value realized by our directors. In accordance with SEC rules, this column represents the grant date fair value of shares underlying restricted stock units, calculated in accordance with ASC 718. (2) The aggregate number of shares subject to outstanding stock options held by each director listed in the table above as of December 31, 2024 was as follows:
Non-Employee Director Compensation
| Name | Option awards (#) | | Susan Graf | 120,476 | | Brian Liu | 15,600 | | Jim Mule | 101,652 | | Leonard Post | 164,408 | | Simone Song | 15,600 | | Victor Tong, Jr. | 15,600 |
Non-Employee Director Compensation
Arthur Kuan, our Chairman and Chief Executive Officer, does not receive any additional compensation for his service on the Board. Mr. Kuan’s compensation as a Named Executive Officer is set forth under “Executive Compensation-Summary Compensation Table”.
Non-Employee Director Compensation Program
Non-Employee Director Compensation Program In connection with our IPO, our Board adopted a non-employee director compensation program, which program (“Original Program”) was subsequently amended and restated by the Board in December 2024. The compensation program in effect through December 2024 provided that each such non-employee director would receive the following compensation for service on our Board: an annual cash retainer of $40,000 for eligible directors; • an annual cash retainer of $30,000 for service as lead independent director (in lieu of the regular annual retainer described above); • additional cash retainers of $15,000 for service as the chair of the audit committee, $12,000 for service as the chair of the compensation committee, and $10,000 for service as the chair of the Nominating and Corporate Governance Committee; • additional cash retainers of $7,500 for service as members of the audit committee, $6,000 for service as members of the compensation committee, and $5,000 for service as members of the Nominating and Corporate Governance Committee; • a non-employee director who (i) is serving on the Board as of the date of any annual meeting of the Company’s stockholders following the effective date of the compensation program, and (ii) will continue to serve as a non-employee director immediately following such meeting, shall be automatically granted an annual grant of options to purchase 44,500 shares of the Company’s common stock under the 2024 Plan on the date of such annual meeting, vesting in substantially equal monthly installments over the 12 months following the date of grant (or, in the event the next annual meeting of our stockholders occurs prior to the first anniversary of the date of grant, any remaining unvested portion of the annual award will vest on the date of such annual meeting of our stockholders), subject to such non-employee director’s continuing in service on the Board through such vesting date; and • a non-employee director joining our Board after our IPO will also be granted an initial grant of options to purchase 22,250 shares of the Company’s common stock under the 2024 Plan on the date of such initial election or appointment, vesting monthly over three years, upon election or appointment to the Board. The amended and restated non-employee director compensation program adopted by the Board in December 2024, provides that each non-employee director will receive the following compensation for service on our Board: • an annual cash retainer of $45,000 for eligible directors; • an annual cash retainer of $30,000 for service as lead independent director (in lieu of the regular annual retainer described above); • additional cash retainers of $20,000 for service as the chair of the audit committee, $15,000 for service as the chair of the compensation committee, and $10,000 for service as the chair of the Nominating and Corporate Governance Committee; • additional cash retainers of $10,000 for service as members of the audit committee, $7,500 for service as members of the compensation committee, and $5,000 for service as members of the Nominating and Corporate Governance Committee; a non-employee director who (i) is serving on the Board as of the date of any annual meeting of the Company’s stockholders following the effective date of the compensation program, and (ii) will continue to serve as a non-employee director immediately following such meeting, shall be automatically granted an annual grant of options to purchase shares of the Company’s common stock with an aggregate Black-Scholes value of $400,000 (with the shares covered by the award rounded down to the nearest whole share) under the 2024 Plan on the date of such annual meeting, vesting in substantially equal monthly installments over the 12 months following the date of grant (or, in the event the next annual meeting of our stockholders occurs prior to the first anniversary of the date of grant, any remaining unvested portion of the annual award will vest on the date of such annual meeting of our stockholders), subject to such non-employee director’s continuing in service on the Board through such vesting date; and a non-employee director joining our Board after our IPO will also be granted an initial grant of options to purchase shares of the Company’s common stock with an aggregate Black-Scholes value of $800,000 (with the shares covered by the award rounded down to the nearest whole share) under the 2024 Plan on the date of such initial election or appointment, vesting monthly over three years, upon election or appointment to the Board. Pursuant to the Original Program and amended and restated non-employee director compensation program, the compensation described above is subject to the limits on non-employee director compensation set forth in the 2024 Plan. As provided in the 2024 Plan, our Board or its authorized committee may make exceptions to this limit for individual non-employee directors as the Board or its authorized committee may determine in its discretion. Awards to our non-employee directors will also vest in the event of a change in control or upon a non-employee director’s death or disability. We will also continue to reimburse each non-employee director for ordinary, necessary, and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings.