Brian Liu
About Brian Liu
Brian Liu, M.D., age 36, has served as an independent director of CG Oncology (CGON) since September 2022 and sits on both the Audit Committee and the Compensation Committee . He is a Managing Director at Longitude Capital (since 2018), holds an M.D. from Stanford University School of Medicine, and a B.S. in Biomedical Engineering from Johns Hopkins University, bringing healthcare investing and biopharma expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Engagement Manager, Pharmaceuticals Practice | Jan 2016 – Jul 2018 | Led projects across pharma strategy and operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Longitude Capital Management Co., LLC | Managing Director | Since 2018 | Healthcare venture capital; potential related-party exposure via fund holdings |
| Alentis Therapeutics AG | Director | Since Nov 2024 | Board appointment |
| Helicore Biopharma, Inc. | Director | Since Jan 2025 | Board appointment |
| Lassen Therapeutics, Inc. | Director | Since Dec 2023 | Board appointment |
| Quanta Therapeutics Inc. | Board Observer | Since Oct 2020 | Ongoing observer role |
| Endeavor Biomedicines Inc.; Inflazome Ltd.; Rivus Pharmaceuticals, Inc.; Talaris Therapeutics, Inc.; Vera Therapeutics, Inc.; Zenas Biopharma, Inc. | Board Observer (prior) | Various (prior) | Historical observer roles |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member. Chairs are Susan Graf (Audit) and Simone Song (Compensation); Lead Independent Director is Leonard Post .
- Independence: The Board affirmed Dr. Liu meets Nasdaq independence standards; no family relationships among directors/executives .
- Attendance: In 2024, the Board met 9 times; Audit and Compensation each met 4 times. No director attended fewer than 75% of meetings except James Mulé; Dr. Liu met attendance expectations .
- Executive sessions of independent directors occur regularly; presided over by the Lead Independent Director .
- Risk oversight: Audit oversees financial/compliance; Compensation monitors compensation risk; Nominating/Governance manages independence/conflicts; Board receives regular committee reports .
Fixed Compensation
| Year | Cash Fees ($) | Equity (Grant-Date Fair Value, $) | Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 50,120 | 397,460 | — | 447,579 |
| Program Component (Original Program through Dec 2024) | Amount ($) |
|---|---|
| Annual cash retainer (director) | 40,000 |
| Lead Independent Director retainer (in lieu of above) | 30,000 |
| Committee chair retainers: Audit / Compensation / Nominating | 15,000 / 12,000 / 10,000 |
| Committee member retainers: Audit / Compensation / Nominating | 7,500 / 6,000 / 5,000 |
| Program Component (Amended & Restated, adopted Dec 2024; effective going forward) | Amount/Terms |
|---|---|
| Annual cash retainer (director) | 45,000 |
| Lead Independent Director retainer (in lieu of above) | 30,000 |
| Committee chair retainers: Audit / Compensation / Nominating | 20,000 / 15,000 / 10,000 |
| Committee member retainers: Audit / Compensation / Nominating | 10,000 / 7,500 / 5,000 |
| Annual option grant | Black‑Scholes value $400,000; vests monthly over 12 months (accelerates at next annual meeting if earlier) |
| Initial option grant (for new directors) | Black‑Scholes value $800,000; vests monthly over 3 years |
Performance Compensation
| Equity Award Structure | Metric/Term |
|---|---|
| Instrument | Stock options under 2024 Plan |
| Annual grant sizing | Black‑Scholes value $400,000; shares rounded down |
| Initial grant sizing (new directors) | Black‑Scholes value $800,000; shares rounded down |
| Vesting (annual grant) | Equal monthly over 12 months; accelerates to next annual meeting if earlier |
| Vesting (initial grant) | Equal monthly over 36 months |
| Change in control / death / disability | Director awards vest on such events per program |
| Outstanding options (12/31/2024) | 15,600 options (Brian Liu) |
Compensation consultant and governance controls: Pay Governance LLC advises the Compensation Committee; the committee found no consultant conflicts after assessing SEC/Nasdaq factors . Compensation Committee Interlocks: none in 2024; no current/former officers serve on the committee .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Major fund affiliation | Managing Director at Longitude Capital |
| Significant shareholders | Entities affiliated with Longitude Venture Partners held 4,662,268 shares (6.1%) as of Apr 8, 2025 |
| Related financings | Longitude Prime Fund, L.P. and Longitude Venture Partners IV, L.P. participated in Series C/F secondary and primary transactions in 2023–2024; company entered transfer agreements, waived ROFR in one case |
| Governance mitigation | Company adopted Related Person Transaction policy post‑IPO; Audit Committee reviews transactions for arm’s‑length terms and material interest |
Expertise & Qualifications
- Education: M.D., Stanford University; B.S. Biomedical Engineering, Johns Hopkins University .
- Sector expertise: Healthcare/biopharma investing; prior management consulting in pharma; multiple board roles across therapeutics; supports audit and compensation oversight with sector/operator perspective .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Brian Liu, M.D. | 10,400 shares underlying options exercisable within 60 days of Apr 8, 2025; no direct common shares disclosed in table | <1% |
- Outstanding director options at 12/31/2024: 15,600 (Brian Liu) .
- Insider trading policy: prohibits hedging (e.g., collars, swaps), trading in public options on CGON, margin accounts; pledging requires Board approval and pre‑clearance .
Governance Assessment
- Strengths: Independent status; dual committee service (Audit, Compensation) with strong attendance; domain expertise in pharma and capital markets; robust insider‑trading/anti‑hedging policy; regular executive sessions led by an empowered Lead Independent Director .
- Alignment: Director pay includes modest cash with meaningful equity options; beneficial ownership via options supports long‑term value orientation; program moved to value‑based sizing (Black‑Scholes), improving consistency year‑over‑year .
- RED FLAGS: Fund affiliation—Longitude entities are significant shareholders and participated in financings/secondary transfers involving CGON, creating potential perceived conflicts; however, independence was affirmed and related‑party transactions are subject to Audit Committee review under a formal policy .
- Engagement: Board/committee meeting cadence with Liu meeting the ≥75% threshold; no compensation committee interlocks reported in 2024 .