Simone Song
About Simone Song
Hong Fang “Simone” Song, age 59, has served on CG Oncology’s board since November 2015 and is currently Chair of the Compensation Committee and a member of the Audit Committee. She is Founder and Senior Partner of ORI Capital Limited; previously Head of Healthcare Investment Banking for Greater China at Goldman Sachs, and a Managing Director at Cowen. She holds a B.A. in Economics from Fudan University and an M.A. in Economics from Claremont Graduate School. The Board has affirmatively determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ORI Capital Limited | Founder & Senior Partner | Since Jul 2015 | Healthcare venture investor; brings sector investing expertise |
| Goldman Sachs Group, Inc. | Head of Healthcare Investment Banking, Greater China | Prior to 2015 | Capital markets and advisory leadership in healthcare |
| Cowen Inc. | Managing Director | Prior to Goldman | Investment banking leadership |
| AXA Investment Managers | Advisory Board Member | Prior to ORI | Buy-side advisory perspective |
| AXA Asia Pacific Holdings Limited | Executive Board Advisor | Prior to ORI | Regional strategic advisory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TriSalus Life Sciences, Inc. | Director | 2017–2023 | Service prior to its IPO |
Board Governance
- Committee assignments: Compensation Committee (Chair); Audit Committee (Member) .
- Independence: Board confirmed Ms. Song is independent under Nasdaq standards .
- Attendance and engagement: In 2024, Board met 9 times; Audit and Compensation each met 4; no director attended fewer than 75% of meetings except James Mulé—implying Ms. Song met ≥75% attendance .
- Executive sessions: Independent directors meet regularly, led by the Lead Independent Director (Dr. Post); sessions occur at each regular Board meeting .
- Audit Committee remit includes approval of related-party transactions and code of conduct oversight—a relevant mitigant for conflicts .
Fixed Compensation
- Program structure: Board amended the non‑employee director program in Dec 2024. Key cash elements: $45,000 annual retainer; chair fees—Audit $20,000, Compensation $15,000, Nominating/Governance $10,000; member fees—Audit $10,000, Compensation $7,500, Nominating/Governance $5,000. Lead Independent Director retainer $30,000 (in lieu of regular retainer) .
- Actual FY2024 director pay (cash + equity grant-date fair value):
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Simone Song | 55,740 | 397,460 | 453,200 |
Performance Compensation
- Equity awards: Annual automatic option grants to directors at the annual meeting, with aggregate Black‑Scholes value of $400,000; initial appointment grants valued at $800,000; vest monthly over 12 months (annual) or 3 years (initial). Awards fully vest upon change in control or death/disability .
- Outstanding director options (12/31/2024): Ms. Song held 15,600 options .
- Performance metrics: The director program uses time-vested stock options; no performance metrics disclosed for director equity or cash retainers .
| Component | Term | Metric Target/Trigger | Vesting | Notes |
|---|---|---|---|---|
| Annual director option grant | $400,000 Black-Scholes value | None disclosed | Monthly over 12 months | Vest accelerates on change-in-control, death or disability |
| Initial director option grant | $800,000 Black-Scholes value | None disclosed | Monthly over 3 years | For new directors post‑IPO |
Other Directorships & Interlocks
- Current public boards: None disclosed beyond TriSalus 2017–2023 .
- Committee interlocks: Compensation Committee has no current/former company officers; no cross‑board interlocks involving CGON executives in 2024 .
- Venture affiliations: Founder/Senior Partner at ORI Capital—entities affiliated with ORI participated in CGON financings and secondary transactions (see Related-Party section) .
Expertise & Qualifications
- Financial and transaction expertise (Goldman Sachs, Cowen), healthcare investing (ORI Capital), and advisory roles (AXA IM/APAC) .
- Education: B.A. Economics (Fudan); M.A. Economics (Claremont Graduate School) .
- Board-relevant skills: Compensation governance leadership as Chair; audit oversight experience; sector knowledge supporting clinical/regulatory strategy oversight .
Equity Ownership
| Holder/Instrument (beneficial) | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Unique Diamond Investments Limited | 586,982 | — | Wholly‑owned subsidiary of ORI Healthcare Fund, L.P.; Ms. Song sole owner of Healthcare Seed Limited (upstream owner) |
| Charming Jade Limited | 3,003,931 | — | Wholly‑owned subsidiary of ORI Healthcare Fund II, L.P.; same upstream ownership chain |
| Directly held by Ms. Song | 350,771 | — | |
| Options (exercisable within 60 days) | 10,400 | — | |
| Total beneficial ownership | 3,952,084 | 5.2% | Aggregate across entities and direct holdings |
Policies relevant to alignment:
- Hedging prohibited; holding in margin accounts prohibited; pledging requires prior Board approval and pre‑clearance .
Related-Party Transactions (Conflict Signals)
| Transaction | Date(s) | Counterparty | Amount/Terms | Relevance |
|---|---|---|---|---|
| Series F redeemable convertible preferred financing | Jul 2023 | Multiple investors; table notes entities affiliated with ORI Capital among 5% holders participating | 81,587,937 shares at $1.2872; ~$105M gross proceeds | ORI-affiliated participation; Ms. Song is Founder/Senior Partner at ORI |
| Secondary sales by Abundant Supply Global Limited (ORI affiliate) | Oct 2023 (agreements), transferred Jan 2024 | Sold 27,190,800 Series C RCPS to Decheng, TCG, Longitude, Foresite | $1.2872/share; total $34,999,997.84 | ORI affiliate seller; concentration among CGON significant holders |
Governance mitigants:
- Audit Committee (of which Ms. Song is a member) reviews/approves related‑party transactions; formal related‑party policy adopted at IPO closing (Dec 16, 2024) .
Director Compensation Mix and Ownership Alignment
- Mix in FY2024: ~12% cash ($55,740) vs ~88% equity option grant value ($397,460), aligning pay with share price appreciation via options .
- Program shift (Dec 2024): Increased cash retainers and moved equity to value‑based grants ($400k) rather than fixed share counts, potentially stabilizing dilution and maintaining market alignment .
- Ownership: Material skin‑in‑the‑game at 5.2% beneficial ownership including ORI‑affiliated entities; hedging/pledging constrained by policy .
Governance Assessment
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Strengths:
- Long tenure and sector expertise; independent director with leadership as Compensation Chair and service on Audit enhances board effectiveness across pay governance and financial oversight .
- Attendance at or above 75% threshold; regular independent executive sessions support robust oversight culture .
- Use of independent compensation consultant (Pay Governance); committee determined no consultant conflicts .
- Clear insider trading, anti‑hedging, and pledging restrictions promote alignment .
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Potential Red Flags and Watch Items:
- Significant beneficial ownership (5.2%) through entities she ultimately controls (Healthcare Seed Limited) and ORI‑affiliated participation in financing and secondary transactions raise perceived conflict risk; however, company has a formal related‑party transaction policy and Audit Committee review process (where she also serves), so monitoring recusals and committee procedures is key .
- Director equity awards fully vest upon change‑in‑control, which is standard but can be viewed as entrenchment risk if not balanced by robust independence and shareholder‑friendly practices .
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Implications for investors:
- Ms. Song’s pay is largely equity‑linked via options and she holds a meaningful stake, signaling alignment; however, ORI‑related dealings necessitate ongoing scrutiny of related‑party approvals and committee independence practices .