Cuong Do
About Cuong Do
Cuong Do (age 59) is BioVie’s President & CEO (since 2021) and a director (since 2016). He previously led Samsung’s Global Strategy Group (2015–2020) and served as Chief Strategy Officer at Merck (2011–2014), Tyco Electronics (2009–2011), and Lenovo (2007–2009). He was a senior partner at McKinsey & Company for 17 years. He holds a BA from Dartmouth and an MBA from Tuck School of Business at Dartmouth .
Performance context: BioVie is pre-revenue; EBITDA losses have narrowed over the last three fiscal years (see table). The company-reported pay-versus-performance table shows very weak TSR during FY24–FY25 ($100 initial value declining to $9.30 in FY24 and $2.15 in FY25), reflecting program and litigation headwinds .
Company Financial Performance (context)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| EBITDA ($) | -44,851,071* | -31,950,208* | -17,836,823* |
*Values retrieved from S&P Global
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Samsung | President, Global Strategy Group | 2015–2020 | Set strategic direction across diverse businesses |
| Merck | Chief Strategy Officer | 2011–2014 | Corporate strategy leadership in pharma |
| Tyco Electronics | Chief Strategy Officer | 2009–2011 | Enterprise strategy for electronics leader |
| Lenovo | Chief Strategy Officer | 2007–2009 | Global strategy during PC scale-up |
| McKinsey & Company | Senior Partner | ~17 years | Built healthcare, high tech and corporate finance practices |
External Roles
No other current public company directorships or external roles for Mr. Do are disclosed in the proxy .
Fixed Compensation
| Year | Base Salary ($) | Cash Bonus ($) |
|---|---|---|
| 2024 | 618,000 | — |
| 2025 | 618,000 | 92,700 |
Notes:
- Employment terms are at-will; no disclosed CEO-specific employment contract, severance multiple, or guaranteed incentive .
- Director compensation (non-employee directors) is paid via fees and equity; Mr. Do as CEO is not a non-employee director and thus not in that table .
Performance Compensation
- Equity awards are primarily time-based options/RSUs under the 2019 Plan; the proxy does not disclose CEO-specific annual performance metrics, weightings, or formulaic targets/payouts for 2024–2025 .
- The 2019 Plan permits performance stock/unit awards, but treatment upon change-in-control is not automatic; acceleration is at award-agreement or committee discretion .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed for FY24–FY25 | — | — | — | — | Time-based vesting for options/RSUs per award schedules |
Equity grant mix (disclosed values from SCT):
| Year | Stock Awards ($) | Option Awards ($) |
|---|---|---|
| 2024 | 79,632 | 79,450 |
| 2025 | — | 149,449 |
Observations:
- 2025 shifted more toward options (higher at-risk but time-vested), with a discretionary bonus added vs. no bonus in 2024 .
- The company’s Pay vs. Performance table shows TSR collapsing ($100→$9.30 in FY24; $2.15 in FY25), indicating equity value misalignment despite option grants .
Equity Ownership & Alignment
Beneficial ownership (as of Sep 22, 2025):
| Holder | Beneficial Shares | % O/S | Detail/Notes |
|---|---|---|---|
| Cuong Do | 29,859 | <1% | Includes 5,050 warrants, 13,915 options, and 189 RSUs exercisable within 60 days; 9,992 shares held via Do & Rickles Investments, LLC |
Outstanding CEO equity awards (Jun 30, 2025):
| Grant Date | Exercisable Options | Unexercisable/Unearned Options | Exercise Price | Expiration | Unvested RSUs | RSU MV ($) |
|---|---|---|---|---|---|---|
| 12/18/2020 | 244 | — | 1,391.00 | 12/18/2025 | — | — |
| 08/20/2021 | 5,066 | 2,384 | 774.00 | 08/20/2031 | — | — |
| 06/21/2022 | 1,246 | — | 169.00 | 06/21/2032 | — | — |
| 11/23/2022 | — | — | — | — | 194 | 1,795 |
| 06/29/2023 | 1,170 | 585 | 409.00 | 06/29/2033 | 498 | 4,607 |
| 06/24/2024 | 1,513 | 757 | 47.40 | 06/24/2034 | — | — |
| 12/20/2024 | 3,484 | 6,967 | 19.00 | 12/20/2034 | — | — |
Vesting characteristics:
- Pre–Aug 20, 2021 options vested on grant date; 8/20/2021 options: 20% on grant, then 5 equal annual installments; 6/7/2023 options: 25% on grant, then 4 annual installments; CEO’s 6/21/2022 and 6/29/2023 RSUs/options: 3 equal annual installments from first anniversary; 11/23/2022 RSUs: 25% on grant, then 3 annual installments .
- Anti-hedging policy prohibits derivatives/short sales; no pledging policy disclosure; no pledging reported for Mr. Do .
Employment Terms
- At-will employment; no disclosed CEO-specific severance, change-in-control multiple, or guaranteed incentive .
- 2019 Plan: upon termination, vested options generally exercisable 90 days (1 year for death/disability); unvested RS/RSUs forfeited; no automatic acceleration upon change-in-control (committee/award agreement discretion) .
- Plan documents contemplate potential excise tax gross-ups in award agreements, but no CEO-specific gross-up is disclosed; clawback policy not specified in the proxy .
Board Governance
- Board service: Director since 2016; President & CEO since 2021 .
- Independence: CEO is a non-independent director; all three standing committees (Audit, Compensation, Nominating & Governance) are composed solely of independent directors .
- Roles: Chairman is James Lang (separate from CEO), reducing CEO/Chairman dual-role risks .
- Committees: Audit (Farag, Lang—Chair/audit committee financial expert, Sherman), Compensation (Lang, Rogich, Sherman—Chair), Nominating & Governance (Chappell, Rogich—Chair, Sherman) .
- Attendance: In FY2025, the Board met 7 times; committees met 4/2/1 times (Audit/Comp/NCG); all directors attended ≥75% .
Performance & Track Record (under Do’s tenure)
- Pipeline execution: Initiated Phase 2b SUNRISE‑PD (early PD) in 2025 with hybrid decentralized design; FDA alignment on endpoints (2024), enrollment and patient-centric approach highlighted (2025) .
- Long COVID: DoD-funded Phase 2 ADDRESS‑LC trial commenced in May 2025 .
- Alzheimer’s: Phase 3 data underpowered after excluding 15 sites for protocol/GCP issues; signal suggested in per-protocol subset; matter referred to FDA OSI .
- Legal overhang: Consolidated securities class action (motion to dismiss denied Mar 27, 2025) and derivative suits in Nevada tied to AD trial oversight allegations; company denies claims and is defending .
- Capital structure/governance: 1:10 reverse split effective July 7, 2025; 2025 proxy sought to increase 2019 Plan pool to 3.1M shares and (as stated) “exercise vesting of all issued and outstanding RSUs and stock options as of September 22, 2025,” potentially accelerating vesting (subject to shareholder approval) .
Compensation Structure Analysis
- Cash vs equity mix: 2024 had no bonus and modest RSU/option values; 2025 added a discretionary cash bonus ($92.7k) and higher option grant value ($149.4k), with no RSUs—shifting toward options and some guaranteed cash .
- Performance linkage: No disclosed annual financial/operational metrics, weights, or formulaic payouts for CEO in 2024–2025; equity appears predominantly time-vested .
- Equity plan changes: Proposed 2019 Plan amendment significantly increases share reserve; the proxy text also references vesting treatment for existing awards as of the record date—an investor-sensitive design choice .
- Pay vs Performance: TSR deterioration in FY24–FY25 indicates weak shareholder outcomes; CEO “compensation actually paid” was negative in FY24 and positive in FY25 per PVP methodology, reflecting stock value swings .
Director Service and Compensation (for governance quality)
- Committee memberships and chairs listed above; all committees independent .
- FY2025 non-employee director comp included fees and either RSUs or options (e.g., examples provided in director table); directors could choose equity form; equity values computed per ASC 718 .
Say‑on‑Pay & Shareholder Feedback
Not disclosed in the 2025 proxy; however, active shareholder litigation and law firm solicitations indicate governance scrutiny around clinical oversight and disclosures .
Risk Indicators & Red Flags
- Litigation risk: Securities class action and derivative suits proceeding (MTD denied; discovery ongoing) .
- Trial integrity risk: AD Phase 3 site exclusions and referral to FDA OSI .
- Dilution/overhang: 2019 Plan share increase to 3.1M and contemplated vesting treatment; reverse split completed in July 2025 .
- Section 16 timeliness: Proxy notes some late Form 4 filings including for Cuong Do (Jul 12, 2024; Jan 7, 2025; Aug 13, 2025) .
Investment Implications
- Alignment: CEO’s equity is largely time-based with limited disclosed performance conditions; the addition of a cash bonus in 2025 and increased options alongside poor TSR suggests limited pay-for-performance rigor; investors may seek more explicit, milestone-linked PSU structures (e.g., clinical, financing, or TSR hurdles) .
- Retention/pressure: Significant unexercised options spanning 2025–2034 with staggered vesting create potential event-date selling pressure; anti-hedging policy reduces risk of misalignment; no pledging disclosed .
- Downside protections: At‑will employment, no disclosed severance/CIC multiples, and no automatic award acceleration reduce golden parachute risk; however, the 2019 Plan amendment’s vesting language merits scrutiny for one-time acceleration impacts .
- Execution risk: Program momentum in PD and Long COVID is offset by AD trial integrity issues and litigation; TSR data signal investor skepticism; tighter governance and transparent endpoint/accountability frameworks could be catalysts .
If you’d like, I can extend this analysis by: (1) mapping insider Form 4s for sell/buy patterns, (2) modeling potential dilution from the amended 2019 Plan, or (3) benchmarking CEO pay vs. peers.