James Mulé
About James J. Mulé
Independent director since 2018; age 72. Mulé is Associate Center Director for Translational Science and holds the Michael McGillicuddy Endowed Chair for Melanoma Research and Treatment at Moffitt Cancer Center, where he has served as a Director since 2003 . He has served multiple tenures as a Special Government Employee to FDA (CDER/CBER) and to NCI since 1993, and previously held tenured senior roles at NCI/NIH and the University of Michigan; education includes an Interdisciplinary Ph.D. in Tumor Immunology from University of Washington/Fred Hutchinson, an M.S. in Cellular Immunology (UW) and a B.A. (New Jersey City University) . The Board has affirmatively determined Mulé is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FDA (CDER/CBER) | Special Government Employee | Multiple tenures since 1993 | Regulatory/scientific advisory service |
| National Cancer Institute (NCI) | Special Government Employee; Postgraduate training | Multiple tenures since 1993; training at Surgery Branch, NIH (Bethesda) | Clinical/translational research leadership |
| NCI/NIH | Tenured senior positions | Not specified | Research and administration leadership |
| University of Michigan | Tenured senior positions | Not specified | Academic and R&D leadership |
| Fulgent Genetics (public company) | Director | 2016–2020 | Public company board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Moffitt Cancer Center | Associate Center Director (Translational Science); Endowed Chair; Director | Since 2003 | Oncology leadership |
| Buffett Cancer Center (Omaha) | Advisory Board Member | Current | Advisory role |
| Masonic Cancer Center (Minneapolis) | Advisory Board Member | Current | Advisory role |
| Affyimmune Therapeutics | Advisory Board Member | Current | Biotech advisory |
| Aleta Biotherapeutics | Advisory Board Member | Current | Biotech advisory |
| OncoPep | Advisory Board Member | Current | Biotech advisory |
| Turnstone Biologics | Advisory Board Member | Current | Biotech advisory |
| UbiVac | Advisory Board Member | Current | Biotech advisory |
| Vault Pharma | Advisory Board Member | Current | Biotech advisory |
| Vycellix | Advisory Board Member | Current | Biotech advisory |
| Noble Life Science Partners | Advisory Board Member | Current | Investment advisory |
Board Governance
- Committee assignments: none currently; not listed as a member of Audit, Compensation, or Nominating & Corporate Governance Committees .
- Independence: Board determined Mulé is independent (Nasdaq standards) .
- Attendance: Board met 9 times in 2024; Mulé was unable to attend four Board meetings due to scheduling conflicts (below 75% threshold) .
- Lead Independent Director: Leonard Post serves as Lead Independent Director, presiding over executive sessions and reinforcing independent oversight .
- Executive sessions: scheduled at each regular Board meeting; lead independent director presides .
RED FLAGS: Below-standard attendance (missed four of nine Board meetings in 2024) suggests engagement risk and potential effectiveness concerns for oversight continuity .
Fixed Compensation
| Component | 2024 Amount ($) |
|---|---|
| Fees earned or paid in cash | $39,698 |
Director cash retainer framework (current program, adopted Dec 2024):
- Annual cash retainer (non-employee directors): $45,000 .
- Lead Independent Director retainer (in lieu of director retainer): $30,000 .
- Committee chair retainers: Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $10,000 .
- Committee member retainers: Audit $10,000; Compensation $7,500; Nominating & Corporate Governance $5,000 .
Performance Compensation
| Component | 2024 Option Award Fair Value ($) | Vesting Terms |
|---|---|---|
| Annual director option award | $397,460 | Annual director grants vest in equal monthly installments over 12 months; any remaining unvested portion vests on next annual meeting date if earlier |
Director equity grant program (current):
- Annual grant value: Options with aggregate Black‑Scholes value of $400,000; vest monthly over 12 months (accelerate remaining to next annual meeting if earlier) .
- Initial grant for new directors: Options with aggregate Black‑Scholes value of $800,000; vest monthly over three years .
- Change-in-control/death/disability: director awards vest upon such events .
Other Directorships & Interlocks
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fulgent Genetics (NASDAQ: FLGT) | Director | 2016–2020 | Prior public company directorship; no disclosed current commercial ties with CGON |
Expertise & Qualifications
- Deep immuno-oncology credentials (Tumor Immunology Ph.D.; translational science leadership at Moffitt) .
- Longstanding FDA/NCI advisory service (SGE roles since 1993) brings regulatory insight to clinical and commercialization strategy oversight .
- Prior public company board experience (Fulgent Genetics), plus broad biotech advisory network supports scientific governance and external intel flow .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 85,321 (options exercisable within 60 days) |
| Ownership as % of outstanding shares | <1% (asterisked in proxy table) |
| Outstanding option awards (#) as of 12/31/24 | 101,652 |
- Hedging/pledging: Company policy prohibits hedging and trading in derivatives and disallows pledging without Board approval and pre‑clearance; holding in margin accounts is prohibited .
- No disclosure of pledged shares or loans; no related‑party transactions involving Mulé reported .
Governance Assessment
- Board effectiveness: Scientific/regulatory depth is a clear asset; however, Mulé’s non-participation in committees and missing four Board meetings in 2024 point to limited day‑to‑day governance engagement and potential continuity risk in oversight of clinical/regulatory milestones .
- Alignment and incentives: Director pay is heavily equity‑weighted (2024 cash $39,698 vs. options $397,460), aligning interests to shareholder value creation; option grants vest time‑based without performance hurdles, which is typical for directors but reduces explicit pay‑for‑performance linkage .
- Conflicts/interlocks: No CGON‑specific related‑party transactions tied to Mulé; broad advisory roles across oncology biotech could pose general conflict‑management considerations, mitigated by Company’s related‑party transaction policy overseen by the Audit Committee .
- Independence and policy safeguards: Affirmed independence, robust insider trading/hedging/pledging restrictions, and executive‑level clawback policy (Dodd‑Frank compliant) contribute positively to governance posture, though clawback scope primarily targets executives rather than non‑employee directors .