Joshua Patterson

About Joshua Patterson

Joshua F. Patterson, 49, is General Counsel, Chief Compliance Officer and Secretary at CG Oncology (since May 2024). He previously served as GC/CCO at Gamida Cell, and held senior legal roles at Akcea Therapeutics and Ionis Pharmaceuticals. He holds a B.A. from Carthage College and a J.D. from Syracuse University College of Law . While company-level performance metrics tied to executive compensation are primarily regulatory/clinical/developmental, the board determined 2024 corporate goals were achieved at 106% for named executive officers; no TSR/revenue/EBITDA metrics specific to Patterson are disclosed .

Past Roles

External Roles

No public company directorships or external board roles disclosed for Patterson .

Fixed Compensation

Performance Compensation

Notes:

• Company equity awards are granted at not less than fair market value on the grant date .
• Equity refreshers/other awards are at the Committee’s discretion under the 2024 Plan .

Equity Ownership & Alignment

• Initial equity: 100,000 stock options with 4-year vesting (25% one-year cliff, then monthly) .
• Change-in-control and termination acceleration:
  • Outside change-in-control: accelerated vesting of equity that would vest in 12 months post-termination (performance awards remain subject to goal attainment) .
  • Within 18 months following a change-in-control (double trigger): full acceleration of unvested equity (performance awards remain subject to goal attainment) .
• Beneficial ownership: Individual holdings for Patterson are not separately itemized in the proxy; “other executive officers” as a group held 263,493 shares/options exercisable within 60 days as of April 8, 2025 .
• Hedging/pledging: Company policy prohibits hedging and prohibits pledging/margin accounts without prior approvals; options trading in the open market is also prohibited .

Employment Terms

• At-will employment; termination by either party at any time (subject to notice) .
• Severance (subject to release; COBRA paid/reimbursed or taxable substitute):
  • Termination without cause outside change-in-control: lump sum equal to 1.0x base salary; prorated target bonus; up to 12 months COBRA; 12 months’ worth of time-based equity vesting acceleration (performance equity remains contingent) .
  • Termination without cause or resignation for good reason within 18 months post-change-in-control: 1.5x base salary; target bonus; up to 18 months COBRA; full equity acceleration (performance equity remains contingent) .
• Good Reason includes, among others, material pay cut or authority reduction, certain relocations (more than 50 miles from his home office in New Jersey as of the Effective Date) and material company breach, with cure rights .
• Non-solicit: 12 months post-employment; confidentiality and related restrictive covenants continue .
• Governing law/venue: New Jersey; arbitration required for most employment disputes (except certain claims) .
• Clawbacks: Dodd-Frank-compliant recovery policy implemented; SOX 304 reimbursement applies to CEO/CFO under certain restatements (company policy in place) .
• Insider trading policy: prohibits hedging and publicly traded derivatives on company securities; pledging/margin usage restricted .
• Relocation: If the company requires relocation to Orange County, CA, reimbursement plus tax gross-up up to $90,000 is provided (cap applies) .

Compensation Structure Analysis

• Cash vs equity mix: Material equity component via stock options (100,000 initial grant) aligns wealth with share appreciation; annual cash bonus targets set at 45% of salary .
• Performance linkage: Annual bonus contingent on corporate goals (regulatory/clinical/developmental); 2024 goals were achieved above target (106%) for named executives, indicating a history of paying for operational milestones; Patterson’s individual payout not disclosed .
• Change-in-control protections: Double-trigger equity acceleration and 1.5x salary multiple support retention through strategic events without single-trigger windfalls .
• Risk flags: Presence of relocation tax gross-up (up to $90k) is shareholder-unfriendly compared to best practice (no gross-ups) . Hedging and pledging restrictions mitigate alignment risks . Company-wide clawback policy in place .

Performance & Track Record

• Governance and transition execution: As GC/CCO, Patterson signed 8-Ks covering CFO transitions (resignation of CFO; appointments of interim PFAOs), indicating direct involvement in executive transitions and disclosure controls .
• No company TSR/revenue/EBITDA performance attribution specific to Patterson is disclosed in the filings; 2024 corporate goal attainment for NEOs provides context for the performance culture .

Investment Implications

• Alignment and retention: Option-heavy equity with double-trigger acceleration aligns Patterson with long-term value and supports retention through potential M&A; cash severance outside CoC at 1.0x salary is moderate, reducing “walkaway” risk .
• Selling pressure/overhang: Monthly vesting after the one-year cliff (plus 12-month acceleration on a without-cause termination) can create incremental supply over time, but overall initial grant size (100k options) is modest relative to overall equity pools .
• Governance quality: Robust insider trading policy (anti-hedging/pledging) and clawback are positives; relocation tax gross-up is a negative governance outlier to monitor .
• Execution risk: Patterson’s deep biotech legal/compliance background (Ionis/Akcea/Gamida) fits CGON’s regulatory and commercialization path. His direct involvement in CFO transitions suggests focus on continuity and disclosure rigor during finance leadership changeovers .

Citations:

• Executive role, age, education, start date:
• 2024 corporate bonus outcome context:
• Compensation agreement (base, bonus, equity terms, vesting, severance, CIC terms, definitions, arbitration, governing law):
• Principal location:
• Relocation/tax gross-up:
• Hedging/pledging policy:
• Clawback policy:
• Beneficial ownership (other execs aggregate):
• CFO transitions (8-Ks signed by Patterson):