Ben Hwang
About Ben Hwang
Ben C. Hwang, Ph.D., is Chairman and Chief Executive Officer of Profusa (successor to NorthView Acquisition Corp. following the July 2025 business combination) and has served as Profusa’s CEO and Chair since January 2012. He holds an M.A. and Ph.D. in Biology from The Johns Hopkins University and previously held leadership roles at Life Technologies Corp. and consulting at McKinsey & Company . As of the S-4/A disclosures for 2022–2023, his cash compensation at Profusa was $470,000 per year with no bonus or equity awards, and he was the sole named executive officer for 2023 . Post-merger governance provides for a combined CEO/Chair role (Hwang) with a designated Lead Independent Director to offset concentration of authority .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Life Technologies Corp. (acquired by Thermo Fisher) | President, Asia Pacific Region; Head of the qPCR Division | Not disclosed | Led major regional and product division initiatives at a global life sciences tools company . |
| McKinsey & Company | Consultant | Not disclosed | Management consulting experience prior to operating roles . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Not disclosed in filings reviewed | — | — | — |
Fixed Compensation
| Metric | 2022 | 2023 |
|---|---|---|
| Base Salary ($) | 470,000 | 470,000 |
| Annual Cash Bonus ($) | — | — |
| Stock Awards ($) | — | — |
| Option Awards ($) | — | — |
| Non-Equity Incentive ($) | — | — |
| All Other Compensation ($) | — | — |
Notes: Profusa was an emerging growth/smaller reporting company; Dr. Hwang was the only named executive officer in 2023 .
Performance Compensation
| Metric | Weighting | Target | Actual/Outcome | Payout | Vesting |
|---|---|---|---|---|---|
| Short-term incentive (bonus) | Not disclosed | Not disclosed | No bonus paid for 2023 | $0 | N/A |
| Equity awards (RSU/PSU/Options) | — | — | No equity awards granted/held as of 12/31/2023 | $0 | N/A |
Additional context:
- Profusa’s equity plan existed pre-merger but Dr. Hwang held no outstanding Profusa equity awards at 12/31/2023 .
- New Profusa’s Equity Incentive Plan was approved at the June 9, 2025 special meeting; grant details for Hwang not disclosed in the 8-K .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (post-Business Combination, max-redemption assumption, 27,677,753 shares outstanding) | 783,445 shares, 2.8% of outstanding . |
| Composition (footnote) | Consists of 432,010 shares issuable in exchange for Profusa capital stock and 305,315 shares issuable upon conversion of convertible notes held by Samantha Chiu (as described in footnote) . |
| Vested vs. unvested awards | As of 12/31/2023, no outstanding Profusa equity awards for Hwang . |
| Options exercisable/unexercisable | None disclosed as of 12/31/2023 . |
| Hedging/Pledging | NVAC policy prohibited hedging and pledging by directors and executive officers . |
| Ownership guidelines | Not disclosed in reviewed filings. |
Employment Terms
| Provision | Terms |
|---|---|
| Employment start | Profusa CEO/Chair since January 2012 . |
| Severance (without cause) | Offer letter dated Jan 1, 2013: six months’ base salary (lump sum), pro-rata portion of any earned bonus, and up to six months COBRA premiums, subject to release of claims . |
| Change-of-control (CIC) | No separate CIC or acceleration terms disclosed for Hwang in the S-4/A narrative; company noted no general severance policy beyond offer letters . |
| Clawback | Not disclosed. |
| Non-compete/Non-solicit | Not disclosed. |
| Deferred comp/Pension/SERP | 401(k) plan available; no profit sharing in 2023 . |
Board Governance (including dual-role implications)
| Attribute | Details |
|---|---|
| Board service (post-merger) | Class III director with term expiring at the third annual meeting post-closing (elected June 9, 2025) . |
| Role | Chairman of the Board and Chief Executive Officer . |
| Independence | CEO/Chair is not independent; board determined O’Rourke, Asarpota, and Chung are independent directors . |
| Committees | Audit: Lauren Chung (Chair), Rajesh Asarpota, Peter O’Rourke; Compensation: Rajesh Asarpota (Chair), Lauren Chung, Peter O’Rourke . |
| Lead Independent Director | Peter O’Rourke designated to provide independent oversight and balance CEO/Chair combined role . |
| Hedging/Pledging policy | Prohibited under NVAC policy (pre-merger) . |
Governance implications: The combined CEO + Chairman structure can concentrate authority; New Profusa explicitly adopted a Lead Independent Director to provide checks and independent oversight, with responsibilities including presiding over executive sessions and leading CEO performance/succession discussions .
Director Compensation
| Component | Amount/Policy |
|---|---|
| NVAC (pre-merger) director cash compensation | None; directors and officers received no cash compensation; administrative services agreement (office/administrative) was $5,000/month to an affiliate until terminated June 30, 2023 . |
| New Profusa (post-merger) | Board approved an Equity Incentive Plan on June 9, 2025; specific director retainer and grant amounts not disclosed in reviewed filings . |
Performance & Track Record (company-level context during Hwang’s tenure)
- October 2025 investor materials (8-K exhibits) set commercialization targets for Lumee tissue oxygen monitoring (EU launch expected early Q2 2026) and outlined potential revenue of $0.5–$2.0 million in 2026, $9–$13 million in 2027, with a long-term goal of $200–$250 million by 2030 across oxygen, glucose, and additional analytes .
- Company-level Nasdaq compliance risk disclosures were signed by Hwang as CEO, reflecting governance engagement with listing requirements .
Compensation Structure Analysis
- Pay mix (2022–2023): 100% cash base salary; no annual bonus paid; no equity awards outstanding at year-end 2023, suggesting limited short-term selling pressure from vesting overhang pre-merger .
- Incentive design: No disclosed performance metrics (revenue/EBITDA/TSR) tied to 2023 pay; post-merger equity plan adoption suggests a pending transition toward equity-based incentives as a public company, but award structures for Hwang not disclosed .
- Severance economics: Without-cause severance equals six months’ base plus pro-rata bonus and six months COBRA; no disclosed CIC multipliers or accelerated vesting terms—modest relative to many public medtech peers .
Risk Indicators & Red Flags
- Combined CEO/Chair role (mitigated by Lead Independent Director and independent committees) .
- Listing compliance notices (company-level), indicating execution and capital markets risks typical of early commercial-stage issuers .
- Pledging/hedging risk: Policy prohibition reduces alignment risk; no pledge disclosures found in ownership tables reviewed .
Compensation Committee Analysis (post-merger)
| Committee | Members | Independence |
|---|---|---|
| Compensation Committee | Rajesh Asarpota (Chair), Lauren Chung, Peter O’Rourke | All independent under Nasdaq standards . |
Pre-merger SPAC committee structure and independence were documented in NVAC’s 2024 proxy; post-merger committee roles align with standard governance for a Nasdaq-listed issuer .
Say-on-Pay & Shareholder Feedback
- No say-on-pay vote disclosures were identified for New Profusa during the transition period reviewed; the June 9, 2025 meeting approved the Equity Incentive Plan and ESPP, not an advisory say-on-pay resolution .
Investment Implications
- Alignment: Hwang’s expected post-merger beneficial stake (~2.8%) provides meaningful skin-in-the-game, though pre-merger compensation lacked equity; the 2025 equity plan approval signals movement toward equity-based alignment going forward .
- Retention: Severance protection is modest (six months base), with no disclosed CIC acceleration; this is shareholder-friendly but may be light versus peers, potentially raising retention risk as the company scales .
- Selling pressure: As of 12/31/2023, no outstanding equity awards for Hwang limits near-term vesting overhang; future grants under the new plan could add supply depending on size/vesting .
- Governance: CEO/Chair concentration is an overhang, mitigated by a clearly delineated Lead Independent Director role and fully independent audit/compensation committees .
- Execution: Aggressive commercialization and revenue targets (EU launch in 2026; U.S. entry in 2027; 2030 revenue ambitions) place emphasis on execution and financing; these are forward-looking and subject to regulatory and market risks .
Sources: Profusa/NorthView S-4/A and DEF 14A filings for compensation, ownership, and governance; June 2025 8-K (special meeting results); October 2025 8-Ks and investor materials for post-merger strategy and disclosures. All citations embedded above.