Peter Fung
About Peter K. Fung, MD
Independent director of Cardio Diagnostics Holdings, Inc. since November 15, 2024; age 69. Cardiologist with extensive interventional experience; B.Sc. Psychobiology (USC, 1979), MD (Stanford, 1983), Internal Medicine residency and Cardiology fellowship at Cedars‑Sinai/UCLA; board certifications include Internal Medicine, Cardiovascular Disease, Interventional Cardiology, and fellowships with ACC and American College of Angiology . Tenure on CDIO’s board began at the 2024 annual meeting; designated independent under Nasdaq .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of California Los Angeles (UCLA) | Clinical Faculty | 1990–1997 | Academic teaching and clinical practice |
| Central Cardiology Medical Clinic (Bakersfield, CA) | Director of Nuclear Cardiology | Since 1991 | Diagnostic leadership; nuclear cardiology oversight |
| Central California Heart Institute (Fresno, CA) | Director of Research and Education | Since 1992 | Clinical research and physician education leadership |
| Beverly Hospital (Montebello, CA) | Director, Cardiovascular Division | Since 2004 | Division leadership; cardiovascular service line management |
- Interventional volume: >5,000 coronary angiography; >2,000 percutaneous coronary angioplasty; significant peripheral, carotid, stent, pacemaker, atherectomy, laser, brachytherapy, and AAA endograft experience .
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Beverly Hospital | Director, Cardiovascular Division | Current | Division head since 2004 |
| Central California Heart Institute | Director of Research & Education | Current | Since 1992 |
| Central Cardiology Medical Clinic | Director of Nuclear Cardiology | Current | Since 1991 |
Board Governance
- Independence: Board determined Dr. Fung is independent under Nasdaq and SEC rules .
- Committees: Compensation Committee member; Nominating & Corporate Governance Committee member .
- Chair roles: None; current chairs are Intrater (Compensation), Betts (Nominating), Burton (Audit; audit committee financial expert) .
- Attendance: All directors attended ≥75% of Board and committee meetings in FY2024 (Fung joined in Nov 2024) .
- Board leadership: Non-Executive Chairman (Hosseinion); no Lead Independent Director; independent directors meet in executive session regularly .
- Clawback and trading policies: Compensation recovery policy effective Oct 2, 2023; prohibition on hedging/pledging, margin accounts, short sales .
Fixed Compensation
| Item | Amount ($) | Period/Details |
|---|---|---|
| Cash fees (Fung) | 4,167 | Pro‑rated from Nov 15, 2024 election through year‑end |
| Equity awards (Fung; RSUs/options combined) | 2,083 | Pro‑rated director equity for 2024 |
| Total (Fung) | 6,250 | FY2024 |
| Typical independent director (full‑year 2024) – Cash retainer | 25,000 | Quarterly installments |
| Typical independent director (full‑year 2024) – Equity (RSUs + options) | 25,000 | RSUs in Q1; options in Q2–Q4 |
| Typical independent director – Total | 50,000 | FY2024 structure |
- Structure: RSUs were granted Jan 23, 2024 and vested Mar 31, 2024; subsequent quarters paid cash plus option awards; transitions on/off the board compensated pro‑rata .
Performance Compensation
| Grant Date (Board-wide) | Instrument | # Options (Board total) | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|---|
| Jun 30, 2024 | Stock options to Board | 1,010 | $16.50 | Jun 30, 2034 | Immediate |
| Sep 30, 2024 | Stock options to Board | 2,491 | $6.60 | Sep 30, 2034 | Immediate |
| Nov 14, 2024 | Stock options to Board | 524 | $8.10 | Nov 14, 2034 | Immediate |
| Dec 31, 2024 | Stock options to Board | 454 | $27.60 | Dec 31, 2034 | Immediate |
- No director performance metrics disclosed for equity awards; options to directors vest immediately at grant; pricing set at Nasdaq closing price on grant date .
Other Directorships & Interlocks
- No other public company directorships disclosed for Dr. Fung; biography lists hospital and institute roles only .
- No disclosed interlocks or shared directorships with CDIO competitors/customers/suppliers .
Expertise & Qualifications
- Board certifications: Internal Medicine; Cardiovascular Disease; Interventional Cardiology; Fellow of ACC and American College of Angiology .
- Clinical leadership across cardiovascular divisions and nuclear cardiology; extensive interventional case volume .
- Independent director credential under Nasdaq .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Components |
|---|---|---|---|
| Peter K. Fung, MD | 2,443 | <1% | Includes 2,443 options currently exercisable |
- Hedging/pledging: Prohibited by company policy; no pledging allowed; no short sales or margin accounts permitted .
Governance Assessment
- Strengths: Independent status; dual committee service (Compensation; Nominating & Governance) enhances oversight; regular executive sessions support independent board functioning; robust clawback and anti‑hedging/pledging policies .
- Alignment: Beneficial ownership is modest (<1%); however, director equity grants and immediate‑vested options provide some alignment; no pledging permitted reduces risk .
- Conflicts: No related‑party transactions involving Dr. Fung disclosed; company policy requires audit committee approval of any such transactions .
- Attendance/Engagement: Board reported ≥75% attendance across directors in 2024; Fung elected late‑year; committee participation indicates engagement .
- Red flags: Late Section 16 Form 3 filing noted for Dr. Fung (administrative compliance issue); monitor for future timeliness .
- Say‑on‑Pay context: As an Emerging Growth Company, CDIO may be exempt from advisory say‑on‑pay votes, reducing direct shareholder feedback loops on compensation; places more weight on committee independence and disclosure .