Paul Song
About Paul Song
Paul Y. Song, M.D., is Chief Executive Officer of NKGen Biotech, Inc. (NKGN) and has served as a director since September 2023 and Chairperson of the Board since March 2024 . He is 58 years old as of the 2024 proxy and holds a B.A. from the University of Chicago and an M.D. from George Washington University; he completed a radiation oncology residency at the University of Chicago (Chief Resident) and a brachytherapy fellowship at Institut Gustave Roussy, and was awarded an ASTRO research fellowship in 1995 .
Past Roles
| Organization | Role | Years | Strategic/Business Context |
|---|---|---|---|
| NKGen Biotech (Legacy NKGen) | CEO and Vice Chairman | Dec 2022 – Sep 2023 | Led company pre-Business Combination phase prior to public listing . |
| NKMAX (Korea) | Chief Medical Officer | Mar 2016 – Jan 2021 | CMO at public Korean biotech focused on antibodies/proteins . |
| Fuse Biotherapeutics, Inc. | Co‑founder, CEO, Director | Jun 2021 – Jan 2023 | Private immune‑modulating therapeutics company . |
External Roles
| Organization | Role | Years |
|---|---|---|
| PeproMeme Bio | Director | Since Mar 2022 |
| Pritzker School of Molecular Engineering (UChicago) | Advisory Board | Not disclosed |
| Mercy Corps | Director | Not disclosed |
| Gideon’s Promise | Director | Not disclosed |
Fixed Compensation
| Component | Terms / Amount | Source/Notes |
|---|---|---|
| Base Salary | $500,000 (established Dec 28, 2022; maintained for 2023) | Offer letter dated Dec 26, 2022; proxy narrative |
| Target Annual Bonus | 50% of base salary | Offer letter |
| 2023 Actual Bonus Paid | $150,000 (discretionary; paid Mar 30, 2023) | 2023 bonus narrative and SCT |
| 2023 Cash Compensation (Salary+Bonus) | Salary $500,000; Bonus $150,000 | Summary Compensation Table (SCT) |
Performance Compensation
| Instrument | Grant Date | Shares/Units | Exercise/Strike | Expiration | Vesting | Grant Date Fair Value / Notes |
|---|---|---|---|---|---|---|
| Stock Option | Jan 17, 2023 | 83,722 (post‑Closing equivalent per offer letter context) | $6.67 | Jan 17, 2033 | 25% on 12/28/2023; remaining 75% monthly over next 36 months | Offer letter + outstanding awards footnote (3) |
| Stock Option | Feb 3, 2023 | 393,312 unexercisable as of 12/31/2023 (Song) | $6.67 | Feb 3, 2033 | 25% on one‑year anniversary of grant; balance monthly over 36 months | Outstanding awards footnote (2) |
| Aggregate 2023 Option Grant Value (ASC 718) | — | — | — | — | — | $2,678,322 (SCT) |
Detailed outstanding option positions as of 12/31/2023 (per company table):
- Jan 17, 2023 grant: 20,930 exercisable; 62,792 unexercisable; $6.67 strike; expires 1/17/2033
- Feb 3, 2023 grant: 393,312 unexercisable; $6.67 strike; expires 2/3/2033
Performance metric linkages: 2023 bonuses were discretionary (no explicit quantitative performance metric disclosed); equity awards are time‑based stock options under the 2019 Plan .
Multi‑Year CEO Compensation (SCT)
| Year | Salary ($) | Bonus ($) | Stock Options ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 500,000 | 150,000 | 2,678,322 | — | 3,328,322 |
| 2022 | 365,769 (consulting compensation pre‑hire) | — | — | — | 365,769 |
Equity Ownership & Alignment
| Measure | As of Date | Amount | Notes |
|---|---|---|---|
| Beneficial Ownership (shares) | Record Date Jan 24, 2025 | 1,188,868 | Includes options/warrants exercisable within 60 days per SEC rules |
| Beneficial Ownership (%) | Record Date Jan 24, 2025 | 2.59% | Based on shares outstanding at the record date |
| Composition Detail | Record Date Jan 24, 2025 | 170,305 shares held directly; 1,018,563 shares via options exercisable within 60 days | Footnote (2) detail |
| Outstanding Options Snapshot | Dec 31, 2023 | 20,930 exercisable; 456,104 unexercisable (selected grants) | From outstanding equity awards table |
Stock ownership guidelines, pledging/hedging: not specifically disclosed for executives; company maintains an Insider Trading Policy for directors, officers, and employees .
Lock‑ups (post‑Business Combination): Certain holders were subject to 180‑day lockups; NKMAX/Sponsor subject to staged releases over 12/24 months with early‑release triggers; waiver released ~1,448,304 shares from lockup for some legacy holders (ex‑NKMAX, certain insiders) on Sep 20, 2023 .
Employment Terms
| Scenario | Severance / Benefits | Equity Treatment | COBRA | Other |
|---|---|---|---|---|
| Termination without Cause (outside CoC window) | Salary continuation for 18 months at then‑current base salary | Not specified as accelerated outside CoC window | Up to 12 months | — |
| CoC + Qualifying Termination (within 12 months post‑CoC; without Cause or for Good Reason) | Lump sum equal to 24 months base salary + pro‑rata annual bonus for year of termination | Accelerated vesting and exercisability of all outstanding time‑based options and time‑based equity awards | Up to 16 months | Option exercise window extended to earlier of 1 year post‑separation, original expiry, or earlier date per plan |
Offer letter: Paul Song’s offer letter dated Dec 26, 2022 governs these terms and set initial cash compensation and equity opportunity .
Board Governance
- Current roles: CEO, Director, and Chairperson of the Board (Chair since March 2024) .
- Board/Committee structure (as of the 2024 proxy): Audit, Compensation, and Nominating & Corporate Governance Committees; non‑employee directors Klowden, Scott, and Gottardis served on all three committees at that time . Paul Song is not listed as a member of these committees in the proxy .
- 2024 Board transitions: On Oct 3, 2024, resignations (Klowden, Park, Scott) temporarily reduced Board size and committee memberships; company indicated intent to reappoint within 180 days . On Oct 4, 2024, Klowden and Scott were re‑elected and appointed to committees; Scott named Chair of Audit and Compensation; Klowden named Chair of N&CG; director compensation deferred until funding goals are met .
- Director compensation program (non‑employee): Annual retainer $40,000; committee member retainers—Audit $7,500, Compensation $5,000, N&CG $4,000; new director sign‑on options example (Gottardis) 300,000 options at $2.00, monthly vesting over 3 years .
Director Compensation (for non‑employee directors; context)
| Component | Amount / Terms |
|---|---|
| Annual Director Retainer | $40,000 |
| Committee Member Retainers | Audit $7,500; Compensation $5,000; N&CG $4,000 |
| Deferral | Program payments deferred until funding goals met (for certain periods) |
| Example Grant (New Director) | 300,000 options at $2.00 strike; vest monthly over 3 years |
Related Party/Other Disclosures
- 2022 compensation of $365,769 reflects cash paid under a consulting agreement that terminated upon his CEO hire on Dec 28, 2022 .
- Indemnification: Company charter and individual indemnification agreements provide for indemnification and expense advancement to directors and officers to the fullest extent under Delaware law .
- Legal proceedings: As of filings reviewed around the de‑SPAC period, the company reported no pending legal matters expected to have a material adverse effect .
Additional Plan/Equity Framework Context
- 2019 Equity Incentive Plan: Provided for ISOs/NSOs; generally 4‑year vesting (25% at 1 year, then monthly over 36 months); 10‑year term; expanded share reserve in Feb 2023 .
- 2023 Equity Incentive Plan: Adopted at closing with initial 14,341,200 shares reserved and up to 5% annual evergreen through Jan 1, 2033 .
- 2023 ESPP: Initial 1,195,100 shares with up to 2% annual evergreen through Jan 1, 2033 .
Investment Implications
- Pay mix and alignment: 2023 CEO compensation was heavily equity‑weighted via time‑based stock options ($2.68M grant‑date value), with cash elements of $650k (salary + discretionary bonus). Time‑based vesting plus meaningful beneficial ownership that includes 1,018,563 options exercisable within 60 days suggests alignment to equity value creation but lacks explicit operating performance metrics tied to payouts in 2023 .
- Retention and CoC economics: Double‑trigger CoC terms are substantial—24 months base salary plus pro‑rata bonus, COBRA up to 16 months, full acceleration of time‑based equity, and extended exercise window—supporting retention through potential strategic events but elevating potential parachute costs .
- Governance structure: Combination of CEO and Chair roles since March 2024 concentrates leadership; committees staffed by non‑employee directors with designated independent chairs as of October 2024 refresh mitigates some oversight concerns .
- Ownership profile: As of Jan 24, 2025, Paul Song beneficially owns 2.59% (1,188,868 shares), with the majority in currently exercisable options; any exercises could affect float dynamics, though no pledging disclosures were found in reviewed materials .