Seung Suh Hong
OCULAR THERAPEUTIXAbout Seung Suh Hong
Seung Suh Hong, Ph.D., age 67, has served as an independent director of Ocular Therapeutix since June 2019. He holds a B.S. in Agricultural Chemistry, an M.S. in Industrial Enzymology, and a Ph.D. in Enzymology and Fermentation from Seoul National University, and completed post-doctoral studies at the University of Wisconsin–Madison; his core credentials include executive leadership and life sciences R&D and operations experience across biopharmaceutical companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CentricsBio, Inc. | Vice Chairman of the Board; Chief Scientific Officer; Chief Operating Officer | Since Jan 2025 | Executive leadership in immunotherapeutics; strategic and operational oversight |
| Rophibio, Inc. | Chief Executive Officer | Mar 2023 – Dec 2024 | Executive leadership; biopharma operations |
| CELLemedy | President & Chief Operating Officer | Jan 2021 – Feb 2023 | Start-up operations leadership |
| Novelgen (South Korea) | Vice Chairman | Apr 2020 – Mar 2023 | Executive oversight |
| Celltrion Inc. | President of R&D; CEO Celltrion Healthcare Co., Ltd.; President Celltrion Healthcare Japan; Senior Advisor | Apr 2002 – Mar 2021; specific roles: Apr 2002–Nov 2014 (R&D), Nov 2014–Dec 2015 (CEO), Jan 2016–Mar 2021 (Japan/Advisor) | Led R&D; commercial leadership; international operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CentricsBio, Inc. | Vice Chairman; CSO; COO | Since Jan 2025 | Biotechnology, immunotherapeutics |
| Rophibio, Inc. | CEO | Mar 2023 – Dec 2024 | Biopharmaceuticals |
| CELLemedy | President & COO | Jan 2021 – Feb 2023 | Biopharma start-up |
| Novelgen | Vice Chairman | Apr 2020 – Mar 2023 | Biopharma, South Korea |
| Celltrion Inc. | Multiple senior roles | Apr 2002 – Mar 2021 | R&D and commercial leadership |
Board Governance
- Class II director; nominated for re-election at the June 2025 annual meeting to a term ending in 2028 .
- Committee assignments: Member, Nominating and Corporate Governance Committee; not a chair; not on Audit or Compensation committees .
- Independence: Board determined in April 2025 that all directors other than the CEO were independent under Nasdaq and SEC rules; Hong is independent .
- Attendance: Board met 11 times in 2024; each director attended at least 75% of board and committee meetings, and all directors attended the 2024 annual meeting; the Nominating & Corporate Governance Committee did not meet during 2024 .
- Board leadership: Lead Independent Director is Charles Warden; he chairs executive sessions of independent directors and facilitates governance processes .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual Board Retainer (cash) | $50,000 | Non-employee director cash fee |
| Committee Membership Fee (Nominating & Corporate Governance) | $5,000 | Committee member fee (non-chair) |
| Total Cash Fees (2024) | $55,000 | Sum of retainer + committee fee |
Policy notes:
- 2024 director cash compensation structure: board $50,000; Audit committee member $10,000 ($20,000 chair); Compensation committee member $7,500 ($15,000 chair); Nominating committee member $5,000 ($10,000 chair); Lead Independent Director $35,000 .
- 2025 updates: Lead Independent Director/chairperson fee reduced to $30,000; initial equity grants for new directors increased (see Performance Compensation) .
Performance Compensation
| Award Type | Grant Date/Policy | Quantity | Grant-Date Fair Value | Vesting | Option Term/Exercise |
|---|---|---|---|---|---|
| Annual Stock Options (2024) | July 24, 2024 | 36,000 | Included in 2024 option award total $201,392 | 100% on 1-year anniversary or prior to next annual meeting, subject to service | |
| Annual RSUs (2024) | July 24, 2024 | 12,000 | Included in 2024 stock award total $94,920 | 100% on 1-year anniversary or prior to next annual meeting, subject to service | |
| Obligated Annual Options (2025) | First board meeting after 2025 annual meeting | 44,000 | Not determinable until grant | 100% 1-year anniversary or prior to next annual meeting | Options expire 10 years; exercise price = FMV at grant |
| Obligated Annual RSUs (2025) | First board meeting after 2025 annual meeting | 14,000 | Not determinable until grant | 100% 1-year anniversary or prior to next annual meeting | N/A (RSUs) |
Additional equity context:
- As of Dec 31, 2024, Dr. Hong held options to purchase 170,800 shares and an RSU award for 12,000 shares .
- Cumulative grants under the 2021 Plan through Mar 31, 2025 to each director nominee: Options 116,800; RSUs 32,933 (nominees include Hong) .
- Last reported sale price of common stock on April 17, 2025 was $7.31 (for context on option strike setting at FMV) .
Performance conditions:
- Director equity awards are time-based; proxy disclosures do not indicate performance (TSR/financial metric) conditions for non-employee director awards; awards vest solely with continued service and are subject to clawback policy via plan terms .
Other Directorships & Interlocks
| Company | Role | Public Company? | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy biography lists executive roles but does not list service on other public company boards in the past five years for Dr. Hong . |
Interlocks/related persons:
- Proxy related party disclosures reference Summer Road LLC financing and WilmerHale fees linked to a former officer’s family relation; no related-party transactions disclosed involving Dr. Hong .
Expertise & Qualifications
- Education: B.S. Agricultural Chemistry; M.S. Industrial Enzymology; Ph.D. Enzymology & Fermentation (Seoul National University); post-doctoral studies at University of Wisconsin–Madison .
- Industry/functional expertise: Executive leadership, operations and strategy, research, medical technology development, life sciences industry; board states he is qualified for these reasons .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (shares) | 155,733 |
| Beneficial Ownership (%) | Less than 1% (denoted “*”) |
| Shares Outstanding Basis | 159,262,024 shares (as of Mar 31, 2025) |
| Options Held (as of Dec 31, 2024) | 170,800 |
| RSUs Held (as of Dec 31, 2024) | 12,000 |
Policy and practices:
- Insider trading policy prohibits short sales and derivative transactions; prohibits margin purchases/borrowing against company securities or pledging, absent CFO approval .
- Company states it does not have practices or policies regarding hedging; however, insider trading policy restricts derivative transactions for insiders .
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director under Nasdaq/SEC rules (April 2025 review) |
| Committee Memberships | Nominating & Corporate Governance Committee (member) |
| Committee Chair Roles | None (N&G chaired by Dr. Lindstrom) |
| Attendance (2024) | ≥75% of board and committee meetings; all directors attended annual meeting |
| Class & Term | Class II; nominated for re-election in 2025 for term ending 2028 |
| Lead Independent Director | Charles Warden (chairs executive sessions; governance facilitation) |
Insider Trades
| Date | Form | Transaction | Shares | Price | Notes |
|---|---|---|---|---|---|
| — | — | — | — | — | Proxy indicates Section 16 compliance for 2024 except a late filing by another director; no delinquent reporting noted for Dr. Hong . |
Fixed Compensation
| Year | Cash Fees | Components |
|---|---|---|
| 2024 | $55,000 | $50,000 board retainer + $5,000 Nominating committee member fee |
| Policy Detail (2024) | — | Cash fee schedule as described (board, committee, lead independent differentials) |
Performance Compensation
| Year | Stock Awards (ASC 718 FV) | Option Awards (ASC 718 FV) | Equity Quantities | Vesting/Terms |
|---|---|---|---|---|
| 2024 | $94,920 | $201,392 | 12,000 RSUs; 36,000 options (annual grants to each director) | 100% vest at 1-year or prior to next annual meeting; options 10-year term; exercise at FMV |
| 2025 (obligated) | Not determinable until grant | Not determinable until grant | 14,000 RSUs; 44,000 options (annual) | Same vesting; options 10-year term; FMV strike |
Clawback applicability:
- Plan terms bind participants to any company clawback policy, and company adopted a Dodd-Frank/Nasdaq-compliant compensation recovery policy (effective Oct 2, 2023) .
Governance Assessment
- Independence and alignment: Hong is independent and not an executive of OCUL; equity compensation consists of time-based RSUs and options with clear vesting and 10-year terms; beneficial ownership (<1%) is modest, with additional option/RSU holdings supporting alignment but no disclosed director stock ownership guidelines to benchmark against .
- Committee engagement: Nominating & Corporate Governance Committee did not meet during 2024, which is a potential engagement concern for governance oversight; board and other committees met regularly (compensation committee met 13 times) and overall director attendance thresholds were met .
- Policy signals: Absence of formal hedging practices/policies is offset by insider trading policy prohibitions on short sales/derivatives and restrictions on pledging without CFO approval; equity awards are subject to clawback via plan acceptance .
- Conflicts/related parties: No related-party transactions disclosed for Hong; company disclosed financing with Summer Road LLC and use of WilmerHale tied to a former officer’s family relation, both approved/ordinary course; board annually reviews director independence considering such relationships .
- Shareholder voting context: Hong is a Class II nominee slated for re-election in 2025; final voting results to be filed on Form 8-K after the meeting (no percentages in proxy excerpt) .
RED FLAGS
- Nominating & Corporate Governance Committee did not meet in 2024, which may indicate limited formal activity on board refreshment and governance policy review .
- Lack of a standalone hedging policy disclosure, though insider policy materially restricts hedging and pledging practices .
Positive Signals
- Clear independence determination; regular board activity and attendance; transparent director compensation framework with moderate cash fees and standardized equity grants; clawback coverage via plan acceptance; robust insider trading controls .