Susan Graf
About Susan Graf
Susan Graf, R.Ph., M.B.A., is an independent Class III director of CG Oncology (CGON) since November 2023; she is age 52 and serves as Audit Committee Chair and a member of the Nominating & Corporate Governance Committee, with the Board affirmatively determining her independence and “audit committee financial expert” status under SEC rules . She has deep finance and biopharma operating experience (former Principal Financial Officer at Epizyme; senior roles at NPS Pharma and Roche) and is currently a Senior Advisor and Entrepreneur in Residence at Locust Walk Partners .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Locust Walk Partners, LLC | Senior Advisor; Entrepreneur in Residence | Since May 2021 | Strategic transaction advisory in life sciences |
| Akamara Therapeutics | Chief Executive Officer | Aug 2019 – May 2021 | Led biotech operations and strategy |
| Epizyme | Chief Business Officer; Principal Financial Officer | Apr 2016 – Sept 2018 | Corporate finance and BD leadership |
| NPS Pharma (acquired by Shire) | VP, Corporate Development & Strategy | Pre-2015 acquisition | Corporate development and strategy |
| Roche | Multiple leadership/executive positions | ~18 years | Extensive pharma operations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Finch Therapeutics (public) | Board Chair; Audit Committee Chair | Since Apr 2021 | Publicly-traded microbiome therapeutics company |
| Kaléo (private) | Director | Since Dec 2021 | Privately held pharmaceutical company |
Board Governance
- Committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee member .
- Independence and qualifications: Board determined Ms. Graf is independent under Nasdaq rules; designated “audit committee financial expert”; Audit Committee members are financially sophisticated .
- Attendance: In 2024, Board met 9 times; Audit Committee held 4; Compensation Committee 4; Nominating & Corporate Governance 1. No director attended fewer than 75% of meetings except James Mulé; this implies Ms. Graf met attendance expectations .
- Executive sessions: Independent director-only sessions are held regularly, typically at each regular Board meeting; presided over by the Lead Independent Director (currently Leonard Post) .
Fixed Compensation
| Component | FY 2024 Amount (USD) | Notes |
|---|---|---|
| Cash fees | $58,435 | Includes annual retainer and committee chair/member retainers under the program in effect through Dec 2024 |
| Equity (option awards, grant-date fair value) | $397,460 | Annual director option grant; program provides automatic grants with vesting monthly over 12 months |
| Total | $455,895 |
- Non-Employee Director Compensation Program:
- Through Dec 2024: annual retainer $40,000; Lead Independent Director $30,000; chair retainers—Audit $15,000, Compensation $12,000, Nominating $10,000; committee member retainers—Audit $7,500, Compensation $6,000, Nominating $5,000; annual option grant of 44,500 shares; initial option grant of 22,250 shares for new directors .
- Amended Dec 2024: annual retainer $45,000; Lead Independent Director $30,000; chair retainers—Audit $20,000, Compensation $15,000, Nominating $10,000; committee member retainers—Audit $10,000, Compensation $7,500, Nominating $5,000; annual option grant sized to $400,000 Black-Scholes value; initial grant sized to $800,000 Black-Scholes value; vesting monthly; change-in-control/death/disability vesting acceleration for director awards .
Performance Compensation
| Metric | Disclosure | Notes |
|---|---|---|
| Performance metrics tied to director compensation | None disclosed | Director compensation is retainer plus time-vested option awards; no disclosed performance metrics for directors |
Other Directorships & Interlocks
| Person | External Board(s) | Potential Interlock/Conflict |
|---|---|---|
| Susan Graf | Finch Therapeutics (public) – Board Chair & Audit Chair; Kaléo (private) – Director | No related-party transactions disclosed involving Ms. Graf; CGON’s related transactions primarily involve ORI Capital (Simone Song), Decheng (Victor Tong), Longitude (Brian Liu) |
Expertise & Qualifications
- Credentials: Registered Pharmacist (R.Ph.) and M.B.A. (NYU Stern); extensive life sciences finance and operating background; audit committee financial expert designation .
- Industry experience: ~18 years at Roche; leadership in corporate development/finance at NPS Pharma and Epizyme; transaction advisory at Locust Walk .
Equity Ownership
| Metric | Value | As-of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 62,838 | Apr 8, 2025 | Options exercisable or becoming exercisable within 60 days; “Less than one percent” of outstanding |
| Ownership % of outstanding | <1% | Apr 8, 2025 | 76,221,857 shares outstanding |
| Outstanding option awards (#) | 120,476 | Dec 31, 2024 | Total options held, regardless of vesting |
| Pledging/Hedging | Prohibited by Insider Trading Policy (derivatives, options, hedging; pledging requires Board approval and preclearance) | Policy-level control | No pledging/hedging by Ms. Graf disclosed |
Governance Assessment
- Strengths:
- Chair of Audit Committee with “financial expert” designation; committee charters emphasize internal control and financial reporting rigor; Audit Committee reports directly engages external auditors with and without management present .
- Independence affirmed by Board; strong attendance; independent director executive sessions occur regularly .
- Director pay structure is predominantly equity-based (FY 2024: $397k equity vs $58k cash), aligning incentives to long-term shareholder value; program reviewed by independent consultant Pay Governance with no conflicts identified .
- Hedging/pledging restrictions strengthen alignment and risk controls .
- Watch items / potential conflicts:
- Multiple large holders on Board (ORI Capital—Simone Song; Decheng—Victor Tong; Longitude—Brian Liu) with disclosed financing and secondary transactions; however, no related-party transactions involving Ms. Graf disclosed .
- Director elections (June 2025) showed comparatively lower support for James Mulé vs Leonard Post and Arthur Kuan; Ms. Graf not up for election (Class III), but overall signals suggest investors scrutinize board composition—monitor future votes when Ms. Graf’s class is up in 2027 .
- Overall signal: Ms. Graf’s profile (finance/audit expertise, independence, and equity-heavy compensation) supports board effectiveness and investor confidence; no material red flags identified in filings specific to her (attendance, related-party transactions, hedging/pledging) .
Notes on Committee Oversight and Compensation Governance
- Compensation Committee: Chaired by Simone Song, with Brian Liu and Leonard Post; retains Pay Governance LLC; no consultant conflicts; Pay Governance reviewed executive and director pay levels, equity burn/overhang, bonus program mechanics, and compensation-related risk .
- Nominating & Corporate Governance Committee: Chaired by Victor Tong; members include Susan Graf and Leonard Post; oversees governance policies, director nominations, ESG oversight, and board evaluations; all members independent .
- Board leadership: Combined CEO/Chair with Lead Independent Director (Leonard Post) empowered to approve agendas and preside over executive sessions—provides balance to management presence .