Emil Chuang

About Emil Chuang

Emil Chuang, MB BS FRACP, age 65, is a pediatric gastroenterologist and veteran drug developer with ~25 years across large pharma, biotech, medical nutrition, and diagnostics. He was appointed to Palisade Bio’s Board on July 7, 2025, and is currently CMO at Intrinsic Medicine and principal of Chuang Global Consulting; prior roles include leadership positions at Nestlé Health Science (Head of GI Clinical Development), Takeda (Head of GI Translational Research and Early Clinical), and Progenity (Head of GI Precision Medicine) . He trained at the University of Sydney (MB BS), completed pediatrics specialty training in Australia (FRACP), and held assistant professorships at Duke University and the University of Pennsylvania .

Past Roles

External Roles

Board Governance

• Current assignments (as of Sep 12, 2025): Audit Committee member; Compensation Committee Chair; Governance & Nominating Committee member .
  • Committee composition and chair roles confirmed: Williams (Audit Chair, G&N Chair), Chuang (Compensation Chair), Wei (Audit and G&N member) .
• Independence: Board determined Dr. Chuang is independent under Nasdaq rules; the Board maintains an independent Chair (Donald Williams) .
• Election/tenure: Appointed July 7, 2025; elected by stockholders on Oct 17, 2025 (Votes For: 659,895; Withheld: 76,636; Broker Non-Votes: 2,849,169) .
• Attendance: For 2024, the company reports all directors attended at least 75% of Board and committee meetings; independent directors met in executive session four times (note: Dr. Chuang joined in 2025) .

Fixed Compensation

Current Non-Employee Director Cash Retainer Policy (amended Feb 22, 2023):

Notes:

• Equity for non-employee directors is granted ad hoc (options and/or RSUs) to balance retention vs. dilution; expenses reimbursed per policy .

Performance Compensation

Important notes:

• The Oct 8 Form 4 reporting 510,700 RSUs was amended on Nov 6 to 60,600 RSUs, indicating a significant correction to the award amount [ReadFile /tmp insider JSON lines 22–38, 4–20].
• The company terminated the Phantom Unit Plan on Oct 22, 2025; the 8-K explicitly states executive Phantom Units were terminated unvested and for no consideration; it does not explicitly state the treatment of director Phantom Units, creating potential ambiguity for director grants .

Other Directorships & Interlocks

Expertise & Qualifications

• Pediatric gastroenterologist with extensive IBD development experience; contributed to programs including infliximab (pediatric Crohn’s) and vedolizumab; noted involvement in two regulatory approvals: infliximab (pediatric Crohn’s) and lorcaserin (morbid obesity) .

• 80 peer-reviewed publications/abstracts/book chapters .

• Board-designated independent director; Compensation Committee Chair .

Equity Ownership

Additional alignment considerations:

• Hedging/pledging prohibited by Company policy; directors, officers, employees (and covered family members) may not engage in short sales, options, or hedging; no margining of Company stock allowed .
• Ownership guidelines for directors not disclosed in 2024–2025 filings reviewed.

Insider Trades and Holdings (Form 3/4 summary)

Data source: insider-trades skill output (Form 3/4 SEC links shown).

Governance Assessment

• Strengths

  • Independent director with deep GI/IBD development expertise; enhances clinical oversight for PALI’s IBD pipeline .
  • Committee influence: Chairs Compensation Committee; serves on Audit and Governance & Nominating, indicating strong engagement in key oversight areas .
  • Independent Chair structure and explicit independence determinations bolster board effectiveness .

• Potential concerns / Watch items

  • Ownership alignment: Beneficial ownership reported at only 667 shares as of Oct 13, 2025 (options within 60 days), i.e., de minimis skin-in-the-game; while equity awards (RSUs/options/phantom units) were granted, vesting and settlement clarity is mixed due to the Phantom Plan’s termination and amended RSU reporting [ReadFile /tmp insider JSON].
  • Compensation structure changes: Adoption of a cash-settled Phantom Unit Plan without shareholder approval (permitted but less aligned than equity-settled) followed by termination ~6 weeks later; directors were disclosed as recipients (37,600 units each) but Form 4 shows 18,800 for Dr. Chuang; lack of clarity on director award treatment at plan termination is a governance uncertainty and potential investor confidence issue .
  • Administrative correction: Large RSU award reported then amended significantly downward (510,700 → 60,600); while amendments happen, magnitude suggests prior error—investors may scrutinize equity award controls [ReadFile /tmp insider JSON lines 22–38, 4–20].

• Shareholder support signal

  • 2025 director election results: Votes For 659,895; Withheld 76,636 (broker non-votes 2,849,169) indicate support among votes cast .

• Related-party/Conflicts

  • No related-party transactions involving Dr. Chuang disclosed; Company has a formal Related-Person Transactions Policy overseen by the Audit Committee .
  • No public company interlocks or supplier/customer relationships disclosed for Dr. Chuang .

• Compensation policy context

  • Cash fees and committee retainers disclosed and standard for small-cap biotech; equity for directors granted ad hoc to manage dilution—transparent but discretion-driven approach requires clear disclosure of grant rationale and vesting to maintain investor confidence .

Other Directorships & Interlocks

No current public company board seats disclosed; external roles limited to Intrinsic Medicine (private) and consulting practice .

Performance & Track Record (selected highlights)

• Clinical development contributions include infliximab (pediatric Crohn’s) and lorcaserin approvals; extensive IBD portfolio experience (e.g., vedolizumab) .

Equity Ownership

Compensation Structure Details (selected policy features)

• Ad hoc equity approach for non-employee directors (options/RSUs) to balance retention with dilution risk .
• Clawback policy (Oct 2, 2023) applies to executive incentive compensation after restatements; not specifically to director equity grants; company notes it historically has not granted restatement-based incentive pay .

Signals for Investors

• Positive: Independent, domain-expert director leading Compensation Committee; governance structures (independent chair, active committees) in place .
• Caution: Award administration clarity (amended RSU grant) and rapid Phantom Plan reversal warrant continued monitoring for disclosure and control robustness; low immediate ownership until equity vests may limit alignment optics in near term [ReadFile /tmp insider JSON] .