Ambaw Bellete
About Ambaw Bellete
Ambaw Bellete, 54, has served as CG Oncology’s President and Chief Operating Officer since July 2023. He holds a B.S. in Biology and Chemistry from Murray State University and brings >30 years of urology/oncology commercial and operating experience (Photocure; FerGene) . For FY2024, corporate performance goals (regulatory, clinical, development) were certified at 106% of target, and his cash incentive payout reflected that outperformance . As of 2025, his compensation framework includes a $537,931 base salary and a 50% target bonus opportunity, reinforcing a mix of fixed pay and at-risk pay .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Lion Healthcare Strategies | Chief Executive Officer | Apr 2021–Aug 2023 | Strategy advisory across BD, commercialization, clinical plans, disease assessment, and financing |
| FerGene | Chief Operating Officer | Mar 2020–Apr 2021 | Gene therapy company focused on bladder cancer treatment development/commercialization |
| Medical Compression Systems | President | Jan 2012–Jul 2019 | Led global medical device operations and commercialization |
| Photocure | President | Not disclosed | Developed/commercialized photodynamic tech for bladder cancer |
External Roles
| Organization | Role | Years |
|---|---|---|
| The Axiom REACH Foundation | Director | Current (not disclosed) |
| OncoSTING | Chairman of the Board | Current (not disclosed) |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $322,000 | $495,000; Adjusted to $512,325 effective Apr 1 (+3.5%) | $537,931 (effective Jan 1, 2025) |
| Target Bonus (% of base) | 40% | 45% (of adjusted base) | 50% |
| Cash Bonus Component | 2023 | 2024 |
|---|---|---|
| Non-Equity Incentive Plan Compensation (earned) | $180,600 | $242,996 |
| Sign-on/Other Cash Bonus | $189,500 sign-on (one-time) | — |
Performance Compensation
- Annual bonus design: Based on corporate goals (regulatory, clinical, development); target opportunities set as a % of base, with payouts tied to goal attainment .
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Aggregate corporate goals (regulatory, clinical, development) | Not disclosed | 100% | 106% achievement | Paid per target x 106% (Ambaw: $242,996) | Paid in Q1 2025 |
Stock Option Awards (grants outstanding at FY-end 2024)
| Grant Date | Vesting Commencement | Exercisable | Unexercisable | Unearned Options | Exercise Price | Expiration |
|---|---|---|---|---|---|---|
| 5/26/2022 | 5/26/2022 | 32,782 | 19,656 | — | $1.82 | 5/25/2032 |
| 6/14/2023 (Bellete Initial Option) | 6/14/2023 | 211,856 | 279,186 | 63,102 | $3.72 | 6/13/2033 |
| 12/13/2023 | 12/13/2023 | 13,126 | 39,312 | — | $12.59 | 12/12/2033 |
| 10/4/2024 (annual refresher) | 10/4/2024 | 7,311 | 168,189 | — | $36.63 | 10/4/2034 |
Key equity terms:
- 2024 annual refresher policy: Committee approved annual option grants, effective October 4, 2024 (for 2024); going forward, annual refresher equity-based awards are expected on or about April 15 each year beginning 2025 . Ambaw received 175,500 options on Oct 4, 2024 at $36.63, vesting monthly over 4 years .
- Vesting schedules: Most options vest over 4 years in equal monthly installments; some with 25% cliff at year 1 then monthly thereafter .
- Performance-based equity (unearned) remains subject to attainment of goals, including in acceleration scenarios .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 407,158 shares underlying options exercisable as of or within 60 days of Apr 8, 2025; <1% of outstanding |
| Shares outstanding (for % calc) | 76,221,857 (as of Apr 8, 2025) |
| Vested vs unvested context | See per-grant exercisable/unexercisable schedule above as of Dec 31, 2024 |
| Hedging/derivatives | Prohibited (no collars, swaps, options trading in CGON securities) |
| Pledging/margin | Prohibited absent prior Board approval; policy bars margin accounts/pledging without approval |
| 10b5-1 plans | Officers and VP+ may only sell using pre-approved Rule 10b5-1 trading plans with cooling-off periods |
| Ownership guidelines | No explicit executive stock ownership multiple disclosed in proxy/10-K reviewed |
Employment Terms
- 2025 compensation terms: Base salary $537,931; target annual bonus 50% of base, subject to Board/Committee-set objectives .
- Severance (outside Change in Control “CIC” period): If terminated without cause, cash equal to 1.5x base salary (lump sum), COBRA premium payment/reimbursement up to 18 months, prorated target bonus for year of termination (lump sum), and outplacement services for 18 months up to $20,000 (Bellete) .
- Equity acceleration (outside CIC): Unvested equity that would vest in the 18 months post-termination accelerates (performance awards remain subject to goal attainment). Special rule for “Bellete Initial Option” (432,311 shares granted 6/14/2023): if termination after first anniversary but before second, accelerate the next 18 months of scheduled vesting; if after second anniversary, accelerate any remaining unvested portion .
- CIC severance (double-trigger within CIC period: from CIC through 18 months after): If terminated without cause or resigns for good reason, cash equal to 2.0x base salary (lump sum), COBRA payment/reimbursement up to 24 months, target bonus (lump sum), and full acceleration of all unvested equity (performance awards remain subject to goals); outplacement for 24 months up to $20,000 (Bellete) .
- Clawback: Dodd-Frank-compliant policy for recovery of erroneously awarded compensation; SOX 304 reimbursement obligations for CEO/CFO following misconduct-related restatements .
Compensation Mix (2013–2024 snapshot)
| Component ($) | 2023 | 2024 |
|---|---|---|
| Salary | 322,000 | 511,935 |
| Bonus (sign-on/other) | 189,500 | — |
| Non-Equity Incentive (annual bonus earned) | 180,600 | 242,996 |
| Option Awards (ASC 718 grant-date fair value) | 1,967,465 | 4,471,424 |
| All Other Compensation | 369,970 | 15,036 |
| Total | 3,029,535 | 5,241,391 |
Notes:
- 2024 NEO base salary adjustment effective April 1, 2024: Ambaw from $495,000 to $512,325 (+3.5%) .
- 2024 annual bonus target set at 45% of adjusted base; corporate achievement certified at 106% .
Investment Implications
- Pay-for-performance alignment: 2024 cash incentive tied to operational milestones (regulatory, clinical, development) and paid at 106%—a cleaner linkage to value-driving catalysts for a clinical-stage company .
- Retention risk vs. protections: Significant unvested options vest monthly over four years and are subject to performance-vesting where applicable, creating ongoing retention. However, the Bellete Initial Option fully accelerates after the second service anniversary if terminated without cause, partially reducing post-two-year retention friction for that grant .
- Transaction dynamics: Double-trigger CIC protection (2.0x salary, target bonus, COBRA up to 24 months, full equity acceleration) is market-consistent and may lower personal downside in a sale, aligning support for strategic alternatives while preserving performance conditions on performance-based equity .
- Trading/pledging controls: Mandatory 10b5-1 plans for officers and strict prohibitions on hedging, margin, and pledging reduce opportunistic selling risk and alignment concerns; any sales are likely to occur via pre-planned programs, smoothing potential insider selling pressure .
- Skin-in-the-game: Beneficial ownership primarily via options (407,158 shares exercisable as of or within 60 days of Apr 8, 2025; <1% of outstanding), aligning upside with shareholders but limiting downside exposure typical for option-heavy packages .