Winston Kung
Corbus Pharmaceuticals HoldingsAbout Winston Kung
Winston W. Kung (age 49) joined Corbus Pharmaceuticals’ Board on August 16, 2024 and serves as an independent director and Chair of the Audit Committee. He is currently CFO and Treasurer of ArriVent BioPharma (NASDAQ: AVBP) and previously served as COO/CFO of PMV Pharmaceuticals; earlier roles include VP Business Development at Celgene, investment banking at Citigroup and Lehman/Barclays, and corporate development at Amgen and Genentech. He holds a B.A. in Biology & International Relations from Brown University and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PMV Pharmaceuticals (PMVP) | Chief Operating Officer & Chief Financial Officer | Dec 2017 – Jan 2024 | Led finance/operations at precision oncology company |
| Celgene / Celgene Cellular Therapeutics | VP Business Development & Global Alliances; Chief Business Officer (subsidiary) | Apr 2013 – Nov 2017 | Led BD and alliances; cellular therapeutics leadership |
| Citigroup | Global Healthcare Investment Banking | Jun 2010 – Apr 2013 | Structured financings/M&A in healthcare |
| Lehman Brothers / Barclays | Global M&A Group | May 2007 – Jun 2010 | Executed cross-border M&A |
| Amgen | Alliance Management co-founder; Corporate Development deal lead | Aug 2004 – May 2007 | Built alliance mgmt; led acquisitions |
| Genentech | Business & Corporate Development | Nov 1999 – Sep 2002 | Led BD transactions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ArriVent BioPharma (AVBP) | Chief Financial Officer & Treasurer | Jan 2024 – present | Senior finance leadership; NASDAQ-listed |
| Janux Therapeutics (JANX) | Director; Audit Committee Member | Director since Sep 2022; Audit member since Jun 2023 | Public company board experience; audit oversight |
| Corbus Pharmaceuticals (CRBP) | Audit Committee Chair (Director) | Aug 16, 2024 – present | Audit Committee Chair; audit financial expert |
Board Governance
- Independence: The Board determined Mr. Kung is independent under Nasdaq rules and SEC standards; he also qualifies as an “audit committee financial expert” .
- Committees: Audit Committee (Chair); Audit Committee met eight times in 2024; Compensation Committee met nine; Nominating & Corporate Governance met six .
- Attendance: The Board met five times in 2024 and each director attended at least 75% of Board and committee meetings during periods of service .
- Engagement signal: Audit Committee report signed by Chairman Winston Kung, reflecting active oversight of external auditors and financial reporting .
- Board leadership context: Rachelle Jacques appointed Chair of the Board effective May 15, 2025, reinforcing independent leadership structure .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash Fees (2024) | $22,663 | Pro-rated cash retainer due to August 2024 appointment |
| Annual Board Retainer (policy) | $40,000 | Non-employee directors |
| Audit Chair Retainer (policy) | $20,000 | Additional annual fee for committee chair |
| Committee Member Retainers (policy) | Audit $10,000; Compensation $7,500; Nominating $5,000 | Non-chair members |
Performance Compensation
| Award Type | 2024 Grant Value | Grant/Terms | Vesting |
|---|---|---|---|
| Stock Awards (RSUs) | $297,892 | Initial RSU grant upon joining Board: 5,566 RSUs | Director policy: initial grant vests one year from grant date (or equivalent terms set by Compensation Committee) |
| Option Awards | $263,840 | Initial option grant: 5,566 options | Director policy: initial grant vests one year from grant date |
| Change-in-Control Provision | — | 100% of shares underlying director options become vested and exercisable immediately prior to a change in control | Immediate vesting upon change in control |
Notes: Director equity is determined annually by the Compensation Committee with input from an independent consultant (OneDigital). No director performance metrics (TSR/EBITDA/etc.) are disclosed for determining director awards. The Compensation Committee engaged OneDigital directly in 2024, with no management-directed consulting .
Other Directorships & Interlocks
| Company | Relationship to CRBP | Potential Interlock/Conflict |
|---|---|---|
| ArriVent BioPharma (AVBP) | Kung is CFO | No related-party transactions disclosed; none reportable under Item 404(a) at appointment |
| Janux Therapeutics (JANX) | Kung is Director & Audit Committee member | No disclosed transactions or overlaps with Corbus; independence affirmed |
Expertise & Qualifications
- Finance/Audit: Audit committee financial expert; deep CFO/treasurer experience; investment banking background .
- Biopharma BD/Operations: Senior roles at Celgene, Amgen, Genentech; cross-functional leadership in alliances and corporate development .
- Capital Markets/M&A: Led and advised transactions at Citigroup and Lehman/Barclays .
- Education: B.A. Brown University; MBA Harvard Business School .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Holdings Detail |
|---|---|---|---|
| Winston Kung | — | * (<1%) | As of 12/31/2024: 5,566 options and 5,566 RSUs outstanding |
Alignment policies and risk controls: Anti-hedging policy prohibits directors and family/controlled entities from hedging/monetization transactions (e.g., zero-cost collars, forwards) . No pledging, loans, or related-party transactions involving Mr. Kung are disclosed .
Governance Assessment
- Strengths: Independent director; Audit Chair and financial expert; high engagement (committee met eight times); robust anti-hedging and related-party transaction policies; indemnification and D&O coverage standard for independent oversight .
- Ownership/Alignment: Initial equity grants (RSUs and options) provide alignment; however, as of March 21, 2025, he reported no beneficial common stock ownership; ongoing annual grants expected under policy .
- Conflicts & Interlocks: Concurrent CFO role at ArriVent and directorship at Janux; Board affirmed independence and disclosed no related-party transactions—monitor for any future commercial relationships with CRBP .
- Shareholder signals: 2025 director elections approved; say-on-pay received strong support (6,519,904 for vs. 215,784 against; advisory) indicating investor confidence in governance and pay practices .
- RED FLAGS: None disclosed regarding attendance, option repricing, tax gross-ups, hedging/pledging, loans, or related-party transactions; change-in-control immediate vesting for director options is standard but accelerates equity—investors should note potential optics in a sale scenario .