Joong Myung Cho
About Joong Myung Cho
Dr. Joong Myung Cho (age 75) is an independent director of OSR Holdings, Inc., appointed upon the closing of the business combination on February 14, 2025. He holds a Ph.D. from the University of Houston and completed post-doctoral work at Baylor College of Medicine, with over 40 years in biopharma R&D and commercialization, including founding Crystal Genomics and leading LG Life Science’s biotech R&D institute .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LG Life Science (formerly LG Chem) – Biotech Research Institute | Executive Senior Vice President & Director of R&D | 1984–2000 | Built R&D from a few scientists to several hundred; introduced 10 recombinant products (e.g., human/bovine/porcine growth hormones, hepatitis B vaccine, interferons, GM-CSF, EPO); licensed out 4 drug candidates, one FDA-approved |
| Crystal Genomics | Founder; Chairman & President | Jul 2000–Mar 2023 | Led innovation; more than 200 patents and 80+ publications (including Nature) |
| Hwail Pharmaceuticals Co., Ltd. | Chairman & CEO | Aug 2013–Dec 2022 | Strategic leadership of a Korean pharma company |
| CG Pharmaceuticals, Inc. | Chairman & CEO | Oct 2008–present | Biotech leadership and commercialization |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CG Pharmaceuticals, Inc. | Chairman & CEO | Oct 2008–present | Active executive position |
| Hwail Pharmaceuticals Co., Ltd. | Chairman & CEO | Aug 2013–Dec 2022 | Prior executive role |
| Crystal Genomics | Founder; Chairman & President | Jul 2000–Mar 2023 | Founder and long-time leader |
Board Governance
- Independence: Deemed independent under SEC and Nasdaq rules .
- Committee assignments (current): Member, Corporate Governance & Nominating Committee; Board committees reconstituted post-Annual Meeting (Audit Committee: Reto Fierz, Hyuk Joo Jee; Compensation Committee: Seng Chin Mah, Alcide Barberis, Hyuk Joo Jee; Corporate Governance & Nominating Committee: Seng Chin Mah, Alcide Barberis, Joong Myung Cho) .
- Election outcomes (Sept 17, 2025): Elected with 13,321,765 FOR, 3,926 WITHHELD votes; Board approved all proposals at the Annual Meeting .
- Board size: Board fixed at 7 members for election; nine nominees stood for seven seats .
Fixed Compensation
- Director cash compensation (retainer/committee/meeting fees): Not specifically disclosed in the 2025 DEF 14A.
- Equity plan eligibility: Non-employee directors are eligible under the 2025 Omnibus Plan; as of filing, no stock-based awards had been granted and 6,300,000 shares were available for issuance .
- 2024 context: The company reported no officer or director compensation for services rendered during 2024 in the SPAC pre-combination context .
Performance Compensation
The Omnibus Plan and Sub-Plans include director eligibility for equity with explicit vesting mechanics and accelerators tied to business development transactions.
| Award Type | Default Vesting | Accelerated Vesting Trigger | Accelerated Vesting Amount |
|---|---|---|---|
| RSUs | 4-year vesting; 1-year cliff, then monthly over 36 months | Business development definitive agreement total contracted value ≥ $300M | 30% of then-unvested RSUs vest |
| RSUs | 4-year vesting; 1-year cliff, then monthly over 36 months | ≥ $500M | 50% of then-unvested RSUs vest |
| RSUs | 4-year vesting; 1-year cliff, then monthly over 36 months | ≥ $750M | 75% of then-unvested RSUs vest |
| RSUs | 4-year vesting; 1-year cliff, then monthly over 36 months | ≥ $1B | 100% of then-unvested RSUs vest |
| Stock Options (Non-qualified unless specified) | 4-year vesting; 1-year cliff, then monthly over 36 months | Business development definitive agreement total contracted value ≥ $300M | 30% of then-unvested options vest |
| Stock Options | Same as above | ≥ $500M | 50% of then-unvested options vest |
| Stock Options | Same as above | ≥ $750M | 75% of then-unvested options vest |
| Stock Options | Same as above | ≥ $1B | 100% of then-unvested options vest |
Additional governance features: Committee can impose clawbacks/recoupment; repricing of options/SARs prohibited without shareholder approval except for corporate actions .
Other Directorships & Interlocks
| Company | Public/Private Status | Role | Overlap/Interlocks |
|---|---|---|---|
| CG Pharmaceuticals, Inc. | Not specified | Chairman & CEO | No OSRH-related interlocks disclosed |
| Hwail Pharmaceuticals Co., Ltd. | Not specified | Chairman & CEO (2013–2022) | No OSRH-related interlocks disclosed |
| Crystal Genomics | Not specified | Founder; Chairman & President (2000–2023) | No OSRH-related interlocks disclosed |
Expertise & Qualifications
- Deep biopharma R&D leadership, commercialization track record, and biotech entrepreneurship spanning 40+ years .
- Extensive scientific output: 80+ publications (including Nature) and 200+ patents filed .
- Education: Ph.D., University of Houston; post-doc, Baylor College of Medicine .
Equity Ownership
| Name | Shares Beneficially Owned | % of Outstanding | As of Date |
|---|---|---|---|
| Joong Myung Cho | — | Less than 1% | Aug 15, 2025 |
Concentration of control context (for governance assessment): CEO Kuk Hyoun Hwang beneficially owns 13,069,104 shares (60.5%), with significant holdings by BCM affiliates (BCM Europe AG 39.9%; Bellevue Capital Management LLC 14.5%) .
Governance Assessment
- Strengths: Independent status; service on Corporate Governance & Nominating Committee supports board effectiveness; strong shareholder support in his election; robust equity plan governance (clawbacks, anti-repricing) and clear performance-linked vesting triggers .
- Alignment: As of the record date, Dr. Cho’s beneficial ownership was immaterial (<1%), and no director equity grants had been made yet; alignment may rely on future equity awards under the Omnibus Plan .
- Signals from shareholder votes: Say-on-pay approved with 13,297,569 FOR vs 27,228 AGAINST; all Annual Meeting proposals passed, indicating investor support for governance framework and incentive plan .
- RED FLAGS / Risk indicators: Nasdaq minimum bid price non-compliance notice (potential delisting risk if not cured); potential dilution from the White Lion equity line and warrant/note structures (share issuance beyond 20% approved by stockholders), which can pressure investor confidence and board oversight of financing choices .
- Ownership concentration: Majority control by CEO/affiliates (over 60% directly; substantial additional affiliate holdings) creates governance sensitivity; independent directors, including Dr. Cho, play a key role in safeguarding minority shareholder interests .