Vijay Kasturi

About Vijay Kasturi

Dr. Vijay Kasturi is Chief Medical Officer (CMO) at CG Oncology (CGON), serving since August 2023, and aged 57 as of April 8, 2025 . He previously held senior clinical and medical affairs roles at AVEO Pharmaceuticals, FerGene, and EMD Serono; earlier he was an assistant professor and GU oncology program leader at UMass, and an investigator/physician at the National Cancer Institute and Dartmouth Hitchcock; he holds an M.D. (Rush Medical College) and B.S. in Biology (University of Illinois Chicago) . Disclosed incentive design for the CMO emphasizes regulatory, clinical, and commercialization milestones (e.g., IPO, trial enrollment, BLA approval, commercial readiness/sales) rather than financial metrics like TSR or EBITDA, aligning compensation with development execution . CGON has adopted a Dodd-Frank-compliant clawback policy and prohibits hedging and pledging (pledging requires pre-approval), supporting shareholder-aligned conduct .

Past Roles

External Roles

Fixed Compensation

• Base salary rates and target bonus percentages (as disclosed)

• Actual 2023 compensation (as later revised and reported)

Note: The S-1 employment agreement recites a prior one-time sign-on bonus of $125,000 , whereas the revised 2023 Summary Compensation Table shows a $56,000 bonus categorized as sign-on .

Performance Compensation

• Annual bonus program structure (company-wide design)

  • Annual bonuses are tied to corporate goals set by the Board/Compensation Committee; for 2024 these included regulatory, clinical, and developmental goals and operational objectives (company-level framework) . Target bonuses for executives are set as a % of base salary (for CMO: 40% in 2023 and 45% in 2024 per agreement) .

• Equity awards and performance conditions (CMO-specific)

1. Time-based Initial Option (June 14, 2023 grant)

• Shares: 4,122,091; Exercise price: FMV on grant; Vesting: 25% after 12 months from July 9, 2023 vesting commencement date, then 36 equal monthly installments (time-based) .
• Form 3 footnote indicates vesting 25% on August 14, 2024 with remaining monthly thereafter (reflecting award documentation as of public listing) .

2. Milestone Option (June 14, 2023 grant) – performance-conditioned tranches and deadlines | Milestone (deadline Dec 31, 2026 unless noted) | Shares eligible to vest | Vesting trigger | |---|---:|---| | Successful completion of IPO by Dec 31, 2026 | 280,000 | Vests upon milestone, subject to continued employment | | Enrollment of first patient in IR trial by Dec 31, 2026 | 280,000 | Vests upon milestone, subject to continued employment | | Commercial organization readiness by Dec 31, 2026 | 160,840 | Vests upon milestone, subject to Board determination and continued employment | | FDA BLA approval for cretostimogene grenadenorepvec (CG0070) by Dec 31, 2026 | 280,000 | Vests upon milestone, subject to continued employment | | First successful commercial sale by Dec 31, 2026 | 160,840 | Vests upon milestone, subject to continued employment |

Equity Ownership & Alignment

• Current reportable positions (as of initial Form 3 filing dated Jan 24, 2024)

• Hedging and pledging: CGON’s Insider Trading Policy prohibits hedging and prohibits pledging without prior Board approval and pre-clearance (and prohibits holding shares in margin accounts), reducing misalignment and forced-selling risk .
• Clawback: Dodd-Frank-compliant policy adopted; CEO/CFO Sarbanes–Oxley 304 reimbursement also acknowledged .
• Stock ownership guidelines: Not disclosed for executives in the cited materials .

Employment Terms

• Employment structure: At-will; role as CMO; reports to CEO; expected to devote substantially all working time to the company .
• Principal location: Remote from Worcester, Massachusetts, with travel as necessary .
• Severance and change-in-control (Amended and Restated Employment Agreement dated Jan 9, 2025)
  • Termination without cause outside CIC period: 1.0x annual base salary (lump sum), 12 months COBRA premium reimbursement (or cash equivalent), pro-rated target annual bonus, and acceleration of unvested equity that would have vested in the 12 months post-termination (performance awards subject to goal attainment) .
  • Termination without cause or resignation for good reason within CIC period: 1.5x annual base salary (lump sum), up to 18 months COBRA premium reimbursement (or cash equivalent), target annual bonus (lump sum), and full acceleration of all unvested equity (performance awards remain subject to goals) .

Investment Implications

• Pay-for-execution: The CMO’s equity mix combines time-based options with discrete, high-stakes milestones (IPO, trial start, FDA BLA approval, commercial readiness/sales), aligning upside with clinical/regulatory and launch value inflections .
• Retention and deal dynamics: Outside CIC severance (1.0x base, 12-month equity vesting catch-up) and CIC double-trigger (1.5x base, full acceleration) provide meaningful protection that can stabilize leadership through pivotal events, but also create a standard industry-level incentive to consummate accretive transactions around milestone windows .
• Selling pressure calibration: Time-based options vest monthly after an initial 12-month cliff (first cliff Aug 14, 2024 per Form 3), which spreads potential selling capacity over time and reduces one-time overhang risk versus large annual RSU cliffs .
• Governance controls: Hedging prohibitions, restricted pledging, and a Dodd-Frank-compliant clawback mitigate misalignment and reputational risk around compensation outcomes tied to financial reporting and trading behavior .

Appendices

Role and Education Detail

• CMO since Aug 2023; age 57 (as of April 8, 2025); M.D. (Rush), B.S. Biology (UIC) .
• Prior roles at AVEO (VP, Clinical Dev/Medical Affairs), FerGene (SVP, Scientific Affairs), EMD Serono (Head, U.S. Medical Affairs, Oncology); earlier academic/clinical roles at UMass, NCI, and Dartmouth Hitchcock .