Elizabeth Ng

About Elizabeth Ng

Elizabeth Ng, age 68, is a director at Ocean Biomedical (OCEA); she served as Chief Executive Officer until 2024 and has been on the board since inception (served since June 2019). She holds a B.S. in Physics from MIT and an MBA from Stanford, with prior strategy roles at Bioelectric Devices, BioMarin, Merck, and Gilead that emphasize portfolio strategy and business development .

Past Roles

External Roles

Board Governance

• Classification: Class III director; board uses staggered classes (Class III terms tied to 2025 cycle) .
• Committee assignments: None disclosed for Ng; current committee memberships are Audit (Michael Peterson chair; Amy Griffith, William Owens), Nominating & Governance (William Owens chair; Amy Griffith, Michael Peterson), Compensation (Amy Griffith chair; Michael Peterson, William Owens), all noted as independent under NASDAQ criteria .
• Independence: Not independent due to former CEO status; board determined Ng is not independent under NASDAQ/SEC rules .
• Controlled company disclosure: OCEA states it is a “controlled company” relying on governance exemptions, which can reduce independent oversight; board intends to appoint additional independent directors during 2025 to cure independence shortfalls .
• Attendance: Board/committee attendance rates for Ng are not disclosed; Audit Committee met four times in 2024 .

Fixed Compensation

• Annual director cash retainer, meeting fees, and chair/membership fees for 2024/2025 are not disclosed; the board indicates the Non‑Employee Director Remuneration Policy will be determined during 2025 .
• Executive employment contracts note: “No written agreements with the current CEO and CFO” (context for current executives; Ng no longer CEO) .

Performance Compensation

• Non‑Employee Director Option Program (general framework; not specific to Ng): One‑time grant of 75,000 options upon initial election/appointment; granted on Feb 15, 2023 to non‑employee directors at $10.00 strike; vest monthly over 3 years; estimated fair value $3.73 using Black‑Scholes (volatility 75%, expected term 6.5 years, risk‑free 4%); no grants in 2024 .

Note: Elizabeth Ng was CEO during much of 2023 and is not listed among the non‑employee directors receiving the Feb 15, 2023 option grant; her individual director equity awards are not disclosed .

Other Directorships & Interlocks

Expertise & Qualifications

• Education: B.S. Physics (MIT), MBA (Stanford) .
• Skills: Portfolio strategy, business development, commercialization in biotech/pharma; prior leadership in strategy at Bioelectric Devices, BioMarin, Merck, Gilead .

Equity Ownership

Context: Poseidon Bio, LLC beneficially owns 21,742,756 OCEA shares (15.47%); Ng’s interest is non‑voting profits interests, not voting equity .

Governance Assessment

• Independence and committee effectiveness: Ng is not independent due to former CEO status and is not assigned to key committees; current committees are led by other directors deemed independent, but the board acknowledges independence gaps and plans to appoint additional independent directors (cure periods), signaling ongoing governance remediation needs .
• Related‑party and interlocks: Significant interlocks via Poseidon (board of managers includes OCEA insiders and controls large OCEA stake), plus Elkurt license agreements with entities controlled by OCEA directors; these arrangements elevate conflict‑of‑interest risk and require strong independent oversight and robust recusal/enforcement practices .
• Director compensation alignment: Specific cash/equity compensation for Ng as a director is not disclosed; non‑employee director equity program exists, but Ng is not listed among 2023 recipients; lack of transparent director compensation detail impedes pay‑for‑performance evaluation and ownership alignment analysis for Ng .
• Ownership alignment: Ng shows no direct share ownership or listed options as of Feb 21, 2025; profit interests in Poseidon are non‑voting, providing economic participation without direct voting alignment in OCEA—this structure may weaken perceived alignment with common shareholders unless supplemented by direct ownership or strict conflict controls .
• Board structure and controlled company status: OCEA’s “controlled company” designation and reliance on exemptions reduce requirements for majority independent boards; combined with interlocks and pending independence remediation, investors may view governance quality as below best‑practice benchmarks until independent representation is strengthened .
• Say‑on‑pay cadence: Board recommends say‑on‑pay every three years, limiting feedback frequency versus annual practices common among peers; while advisory only, it may signal lower cadence of shareholder input on compensation oversight .

RED FLAGS

• Not independent; former CEO serving as director without evident ownership alignment .
• Extensive related‑party exposure: Poseidon governance interlocks (OCEA insiders control voting of large stake); Elkurt license agreements tied to directors/co‑founders .
• Controlled company reliance and independence gaps with planned cure periods (board acknowledges need to add independent directors) .
• Limited disclosure of director‑specific compensation and attendance, constraining assessment of engagement and pay‑for‑performance alignment .

Additional context

• Audit Committee met four times in 2024; the chair is designated as an “audit committee financial expert” (committee not chaired by Ng) .
• Reverse stock split proposal and issuance of Series A “super voting” preferred solely to vote on reverse split (mirrored voting to common holders) reflect capital structure maneuvers under listing compliance pressure; although not directly tied to Ng’s role, this environment heightens scrutiny of board oversight and independence .