Hing C. Wong
About Hing C. Wong
Founder, Chief Executive Officer, and Director of HCW Biologics since April 2018; age 71; Ph.D. in Microbiology and Immunology from the University of Massachusetts, Amherst; postdoctoral training at the University of Washington. Prior roles include CEO/founder of Altor BioScience (acquired by NantCell/ImmunityBio), CEO of NantCell to March 2018, CEO/founder of Sunol Molecular, Director roles at Baxter Healthcare and Cetus Corporation, with deep immunotherapy development experience. The board has determined Dr. Wong is not independent; the Chair role is separated and held by independent director Scott T. Garrett. No company-specific TSR or quantitative performance linkage to pay was disclosed in the proxy.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Altor BioScience Corporation | Founder and Chief Executive Officer | 2002–Aug 2017 | Built immunotherapy platform; company acquired by NantCell (later ImmunityBio) |
| NantCell, Inc. (later ImmunityBio, Inc.) | Chief Executive Officer | 2017–Mar 2018 | Led integration and transition post-acquisition |
| Sunol Molecular Corporation | Founder and Chief Executive Officer | 1996–2002 | Early-stage biotech leadership and venture development |
| Baxter Healthcare Inc. | Director, Biology Skills Center | 1992–1996 | Led platform biology capabilities at Baxter Diagnostics |
| Cetus Corporation | Director of Microbial Genetics | 1983–1992 | Led microbial genetics programs at pioneering biotech |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Dr. Wong in the proxy |
Board Service & Governance
- Board tenure: Director since April 2018; Class III director with term expiring at the 2027 annual meeting. CEO/Director dual role but not Chairman (independent chair structure in place). The board explicitly determined separating Chair and CEO is in stockholders’ best interests at this time.
- Committee roles: Audit and Compensation Committees are composed solely of independent directors (Greene, Garrett, Giles, Winer). Dr. Wong is not a member of these committees.
- Independence: All directors except Dr. Wong are independent under Nasdaq rules.
- Attendance: In 2024, the board met 24 times; each director attended at least 75% of meetings. Four directors attended the 2024 annual meeting.
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Base salary ($) | 409,500 | 349,219 |
| Target bonus (% of salary) | 60% (per employment agreement) | 60% (per employment agreement) |
| Actual annual bonus ($) | — | 5,000 |
| All other compensation ($) | 16,380 (401(k) match) | 13,969 (401(k) match) |
Key terms (employment agreement effective July 2, 2021): at-will employment; base salary set at $390,000; eligible for cash bonus up to 60% of salary based on corporate and individual goals.
Performance Compensation
- Annual bonus plan: Governed by the Executive Incentive Bonus Plan; the Compensation Committee sets performance goals which can vary by year and participant and may include a wide range of criteria; bonuses are subject to the company’s clawback policy. Specific annual metrics, weightings, and payout curves for Dr. Wong were not disclosed.
- Equity awards: One-time IPO-related stock option grant on September 8, 2021; vesting based on service with change-in-control acceleration if not assumed or under separation terms below. No 2024 new equity grant to Dr. Wong was disclosed.
Outstanding equity awards (pre–reverse split counts; 1-for-40 reverse split effected April 11, 2025):
| Grant date | Exercisable (#) | Unexercisable (#) | Exercise price ($) | Expiration | Vesting schedule |
|---|---|---|---|---|---|
| 9/8/2021 | 520,000 | 280,000 | 4.31 | 9/8/2031 | 40% vested by 9/8/2023; 25% on 9/8/2024; 35% on 9/8/2025, service-based |
Note: The proxy tables present option counts pre–reverse split; the company effected a 1-for-40 reverse stock split on April 11, 2025.
Equity Ownership & Alignment
| Ownership detail (as of April 22, 2025) | Amount |
|---|---|
| Common shares held | 401,357 |
| Options exercisable within 60 days | 13,000 |
| Aggregate beneficial ownership (shares) | 414,357 |
| Percent of shares outstanding | 36.9% |
Additional alignment signals and policies:
- Direct insider financing: In Feb 2024, Dr. Wong purchased 739,288 shares in a $2.5M insider private placement at $1.40 per share (pre–reverse split), totaling $1,035,003.20. In 2024, he also invested $2,405,000 in the company’s senior secured notes (9% due 8/30/2026), alongside other insiders.
- Hedging/pledging: Company policy prohibits hedging transactions and pledging/margining of company stock without Compliance Officer approval. No pledging by Dr. Wong is disclosed.
- Ownership guidelines: No executive stock ownership multiple/guidelines were disclosed in the proxy.
Vesting/supply overhang watch:
- The remaining tranche of Dr. Wong’s 2021 option grant (pre-split 280,000 options) is scheduled to vest on September 8, 2025, which may increase potential sellable supply upon vesting, subject to trading windows and company policies.
Employment Terms
- Start/date of current role: Founder and CEO since April 2018. Employment is at-will under an agreement effective July 2, 2021.
- Severance (non-change in control): If terminated without cause or resigns for good reason, lump-sum cash severance equal to 2× then-current base salary plus equity vesting equal to what would have vested over the 24 months following termination (subject to release).
- Change-of-control: If termination occurs in connection with or within 12 months after a change in control, unvested equity vests in full (and award also provides for full vesting if not assumed/substituted by acquirer).
- Clawbacks: Awards under the Bonus Plan are subject to the company’s clawback policy and applicable law.
- Non-compete/Non-solicit: Not disclosed in the proxy.
Related Party and Financing Transactions (Governance considerations)
- Insider equity purchase: Dr. Wong bought 739,288 shares in Feb 2024 private placement at $1.40/share (pre-split), alongside other insiders (CFO and Chair). Reviewed under the company’s related party transaction policy.
- Insider participation in senior secured notes: Dr. Wong purchased $2,405,000 of 9% senior secured notes (maturing 8/30/2026), with company’s Wugen, Inc. equity pledged as collateral; notes include potential conversion/bonus features subject to stockholder approval and lock-up. Board abstained from recommending the note conversion proposal due to four of five directors being noteholders.
- Governance controls: Related party transactions are reviewed/approved by the Audit Committee per written policy.
Director Compensation (as applicable to dual role)
- As CEO, Dr. Wong receives no additional compensation for service as a director; director cash/equity retainers apply to non-employee directors only.
Additional Governance & Listing Context
- Reverse stock split authorization and execution: Stockholders approved flexibility for reverse split; company effected a 1-for-40 reverse split on April 11, 2025 to address Nasdaq listing compliance.
- Nasdaq compliance plan: Special meeting proposals addressed reverse split, an equity line of credit, and insider note conversion to bolster stockholders’ equity and maintain listing; board abstained from recommendation on note conversion due to insider participation.
Investment Implications
- High insider ownership and capital at risk: Dr. Wong’s ~36.9% beneficial ownership plus meaningful insider capital committed in 2024 (>$3.4M across equity and notes) align incentives with shareholders and reduce near-term selling pressure, though the Sept 2025 option vest is a potential supply event.
- Pay-for-performance structure skews to at-risk equity/bonus but with low 2024 cash bonus payout ($5k), indicating tight cash conservation; lack of disclosed quantitative bonus metrics limits external assessment of pay-performance rigor.
- Retention and transition risk: Severance provides 2× salary (no bonus multiple) and accelerated equity vesting (24-month catch-up or full vest on CoC), which supports retention through strategic milestones but increases dilution risk upon a transaction.
- Governance: Independent chair and fully independent key committees mitigate CEO/Director dual-role concerns; however, extensive insider participation in financings (including note conversion) requires ongoing audit/board oversight to manage conflicts.