Derrick Sung

About Derrick Sung

Derrick Sung, Ph.D., aged 52, is Pulmonx’s Chief Operating Officer and Chief Financial Officer effective November 3, 2025, after previously serving as Pulmonx’s CFO from May 2019 to October 2023 . He holds a Ph.D. in Bioengineering (UC San Diego), an MBA (San Diego State University), and a B.S. in Mechanical Engineering (Stanford) . Company compensation programs tie annual bonuses primarily to revenue and Adjusted EBITDA and introduced PSUs in 2025; in 2024 the corporate bonus plan paid at 82% of target based on below-target revenue, above-target Adjusted EBITDA, and strategic goals . Pulmonx’s cumulative TSR (value of $100 initial investment) was $9.84 for 2024, reflecting a challenging equity backdrop alongside a net loss of $(56.39) million in 2024 .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

2025 executive program at Pulmonx (general policy for executives other than CEO) introduced PSUs tied to consolidated cumulative revenue over a two-year performance period, vesting quarterly thereafter; Sung’s inducement PSU uses a stock price hurdle rather than revenue, per his offer letter .

Annual Bonus Program Design (Company-wide reference)

Vesting Schedules and Potential Insider Selling Pressure

• RSU vest schedule (assuming grant date Dec 1, 2025 per quarterly grant cadence; actual grant is first Quarterly Grant Date after Start Date): | Vest Date | Shares | Terms | |---|---|---| | Dec 1, 2026 | 300,000 (25%) | Initial tranche one year post-grant | | Mar 1, 2027 | 75,000 | 1/12 of remaining 900,000 | | Jun 1, 2027 | 75,000 | 1/12 of remaining 900,000 | | Sep 1, 2027 | 75,000 | 1/12 of remaining 900,000 | | Dec 1, 2027 | 75,000 | 1/12 of remaining 900,000 | | Mar 1, 2028 | 75,000 | 1/12 of remaining 900,000 | | Jun 1, 2028 | 75,000 | 1/12 of remaining 900,000 | | Sep 1, 2028 | 75,000 | 1/12 of remaining 900,000 | | Dec 1, 2028 | 75,000 | 1/12 of remaining 900,000 | | Mar 1, 2029 | 75,000 | 1/12 of remaining 900,000 | | Jun 1, 2029 | 75,000 | 1/12 of remaining 900,000 | | Sep 1, 2029 | 75,000 | 1/12 of remaining 900,000 | | Dec 1, 2029 | 75,000 | Final tranche |

• PSU time-based vest schedule (subject also to $4.00 60-day performance condition): | Vest Date | Shares | Terms | |---|---|---| | Dec 1, 2026 | 132,000 (33%) | Initial time condition one year post-grant, still subject to performance condition | | Mar 1, 2027 | 33,500 | 1/8 of remaining 268,000, subject to performance condition | | Jun 1, 2027 | 33,500 | Subject to performance condition | | Sep 1, 2027 | 33,500 | Subject to performance condition | | Dec 1, 2027 | 33,500 | Subject to performance condition | | Mar 1, 2028 | 33,500 | Subject to performance condition | | Jun 1, 2028 | 33,500 | Subject to performance condition | | Sep 1, 2028 | 33,500 | Subject to performance condition | | Dec 1, 2028 | 33,500 | Final tranche, subject to performance condition |

Quarterly Grant Dates are March 1, June 1, September 1, December 1 (or next business day) . The initial RSU tranche occurs on the Quarterly Grant Date approximately one year post-grant; PSU time-based vesting similarly begins ≈ one year post-grant .

Equity Ownership & Alignment

Illustrative ownership impact: If all 1,200,000 RSUs vest, they represent ~2.98% of Pulmonx’s 40,247,480 shares outstanding as of March 25, 2025 (1,200,000 ÷ 40,247,480); actual dilution will vary with future issuance and share count changes .

Employment Terms

Compensation Structure Analysis

Say-on-Pay & Shareholder Feedback

Expertise & Qualifications

Performance & Track Record (Company Context)

Compensation Committee & Peer Group

Investment Implications

• Large multi-year RSU and PSU tranches commence around Dec 1, 2026, with quarterly vesting thereafter; initial RSU vesting of 300,000 shares and 12 subsequent 75,000-share releases may create periodic supply that investors should track around Quarterly Grant Dates .
• PSU alignment to stock price (> $4 average over 60 trading days) creates a direct equity-linked performance gate; in a Change in Control, PSU performance is automatically satisfied only above $4 per share, otherwise forfeited, sharpening incentives around deal terms and market price levels .
• Governance mitigants include strict hedging/pledging prohibitions, ownership guidelines (1× salary for executives), and clawbacks, which reduce misalignment risks; however, say-on-pay voting remains middling (53% in 2024), suggesting ongoing investor scrutiny of pay-for-performance calibration .
• Sung’s four-year moratorium on further equity grants concentrates retention on long-lived awards; severance and CIC protections are double-trigger, with full acceleration of time-based awards upon qualifying termination in CIC, balancing retention and transaction incentives .