Victor Tong Jr
About Victor Tong Jr.
Victor Tong Jr. (age 41) is an independent director of CG Oncology, Inc. since July 2023, and serves as Chair of the Nominating and Corporate Governance Committee. He is a Managing Director at Decheng Capital, where he has worked since the firm’s inception in 2012, with prior roles at Bay City Capital and Morgan Stanley’s healthcare investment banking division. He holds a B.A. in Molecular and Cell Biology and a B.S. in Business Administration from the University of California, Berkeley .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Decheng Capital | Managing Director | Since 2012 | Focus on biotech/medtech investments across US/China |
| Bay City Capital | Principal | — | Life sciences investing |
| Morgan Stanley | Healthcare Investment Banking | — | Transaction experience in healthcare |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aardvark Therapeutics, Inc. | Director | Since May 2024 | Public company directorship |
| Cellares Corp. | Director | — | Private company |
| Harton Therapeutics | Director | — | Private company |
| Hummingbird Bioscience | Director | — | Private company |
| LevitasBio | Director | — | Private company |
| Nalu Medical | Director | — | Private company |
| Take2 | Director | — | Private company |
| Watchmaker Genomics | Director | — | Private company |
Board Governance
- Independence: The Board has affirmatively determined Tong is independent under Nasdaq standards .
- Committee assignments: Chair, Nominating and Corporate Governance Committee; committee oversees director nominations, governance policies, ESG oversight, and Board evaluations .
- Attendance: In 2024, the Board met nine times; all directors except one attended ≥75% of Board and committee meetings—no attendance shortfall disclosed for Tong .
- Board structure: CEO serves as Chair; Lead Independent Director (Leonard Post) presides over executive sessions of independent directors .
Fixed Compensation
| Component | 2024 Amount/Policy | Notes |
|---|---|---|
| Cash fees (actual) | $46,841 | Fees earned/paid in cash during FY2024 |
| Annual director retainer (Original Program through Dec 2024) | $40,000 | Adopted at IPO; baseline cash retainer |
| Committee chair fees (Original Program) | Nominating & Governance Chair: $10,000 | Audit Chair $15k; Comp Chair $12k |
| Committee member fees (Original Program) | Nominating & Governance member: $5,000 | Audit $7.5k; Comp $6k |
| Annual director retainer (Amended, Dec 2024 onward) | $45,000 | Effective December 2024 |
| Committee chair fees (Amended) | Nominating & Governance Chair: $10,000 | Audit $20k; Comp $15k |
| Committee member fees (Amended) | Nominating & Governance member: $5,000 | Audit $10k; Comp $7.5k |
Performance Compensation
| Equity Component | 2024 Grant/Value | Vesting | Notes |
|---|---|---|---|
| Option awards (actual FY2024) | $397,460 (grant-date fair value) | Per award terms | Reported under ASC 718 |
| Annual option grant policy (Amended) | Black-Scholes value $400,000 | Monthly over 12 months; accelerates at next AGM if <12 months elapsed | Granted at each annual meeting |
| Initial option grant policy (Amended) | Black-Scholes value $800,000 | Monthly over 3 years | For new non-employee directors post-IPO |
| Original Program annual grant (pre-Amendment) | 44,500 options | Monthly over 12 months | Pre-Dec 2024 program |
| Original Program initial grant (pre-Amendment) | 22,250 options | Monthly over 3 years | For new directors |
No director performance-based (e.g., PSU) metrics are disclosed; non-employee director compensation is cash retainer plus option grants under program parameters .
Other Directorships & Interlocks
| Entity | Relationship | Interlock/Conflict Consideration |
|---|---|---|
| Decheng Capital Global Life Sciences Fund IV, L.P. | 8.4% beneficial owner of CGON | Tong is Managing Director at Decheng; fund stake may present potential conflict requiring careful recusals |
| Decheng Capital Global Life Sciences Fund IV, L.P. | Participant in Series F preferred financing (4,402,320 shares) | Related-party financing disclosed; subject to related-party policy oversight |
| Decheng Capital Global Life Sciences Fund IV, L.P. | Secondary purchases in 2023 (e.g., 3,512,646 Series C from Lepu; 2,024,725 Series C; 8,873,500 common) | Multiple related-party secondary transactions disclosed |
Expertise & Qualifications
- Sector expertise: Biotech and medtech investor/operator; cross-border US/China investment experience .
- Education: B.A. Molecular & Cell Biology; B.S. Business Administration (UC Berkeley) .
- Governance: Chairs Nominating & Corporate Governance Committee; oversees Board composition, governance policies, ESG oversight, and Board evaluations .
Equity Ownership
| Holder | Shares/Derivatives | Exercisable (as of/within 60 days of 4/8/2025) | % Outstanding |
|---|---|---|---|
| Victor Tong Jr. | Options outstanding: 15,600 (as of 12/31/2024) | 10,400 options | <1% |
- Pledging/hedging: Company policy prohibits hedging and pledging without prior Board approval and pre-clearance; no pledging disclosed for Tong .
- Ownership guidelines: No director stock ownership guidelines disclosed in the proxy .
Governance Assessment
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Strengths:
- Independent status and active governance role as Chair of Nominating & Corporate Governance; committee remit includes independence/candidate vetting, governance policies, ESG and evaluations—supportive of board effectiveness .
- Attendance: No shortfall disclosed; Board and committees met frequently in 2024 (Board: 9; Audit: 4; Comp: 4; Nominating: 1), indicating regular engagement .
- Compensation mix tilted to equity via options, aligning director interests with long-term shareholder value; cash fees modest relative to equity .
-
Risk factors and RED FLAGS:
- RED FLAG: Affiliation with a significant shareholder (Decheng at 8.4%) coupled with committee leadership increases conflict sensitivity, particularly around nominations and governance matters. Robust recusal protocols and Audit Committee oversight of related-party transactions are critical .
- Related-party exposure: Decheng participated in material financings and secondary transactions; continued monitoring is warranted to ensure arm’s-length terms and transparent approvals per policy .
- Equity-heavy director pay via options can incentivize risk-taking if grant sizing or timing is misaligned; however, program terms and grant practices are disclosed, with prohibitions on hedging/pledging mitigating alignment risks .
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Mitigants:
- Formal related-party transaction policy (Audit Committee reviews for arm’s-length terms) adopted at IPO; committee independence affirmed .
- Insider trading policy prohibits hedging/derivatives and limits pledging, supporting alignment .
- Lead Independent Director presides over executive sessions; independent committee structure in place .
Overall, Tong brings relevant industry and investment expertise with meaningful governance responsibilities; investor confidence hinges on consistent recusals from conflicted matters, transparent related-party oversight, and adherence to director equity grant policies .