George Ng
About George Ng
George Ng is Chief Executive Officer and a director of Processa Pharmaceuticals since August 8, 2023; he was age 50 as of April 2024, with a JD from Notre Dame and a dual B.A.S. in Biochemistry & Economics from UC Davis . Prior to PCSA, Ng led Scilex through NDA submission, FDA approval, $140M financing, commercial launch, and sale; he has served in senior roles at Sorrento Therapeutics, BioDelivery Sciences, Spectrum Pharmaceuticals and Alpharma (now Pfizer), and on multiple biotech boards . PCSA is pre‑revenue; recent financial performance shows persistent negative EBITDA and operating cash flow as a clinical-stage company (see Performance table below; values retrieved from S&P Global).*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Calidi Biotherapeutics (NYSE: CLDI) | President & COO; Board Director | Feb 1, 2022 – Jun 23, 2023 (exec); Director since Oct 2019 | Operational leadership at an oncolytic biotech; board oversight |
| Scilex Pharmaceuticals (now Scilex Holding Co.) | Co‑founder; President, Business | Sep 2012 – Apr 2019 | Led development, clinical/NDA, FDA approval, $140M financing, commercial launch, and sale |
| Sorrento Therapeutics (Nasdaq: SRNE) | EVP & Chief Administrative Officer | Mar 2015 – Apr 2019 | Corporate administration at diversified biotech |
| BioDelivery Sciences (Nasdaq: BDSI) | SVP & General Counsel | Dec 2012 – Mar 2015 | Legal/regulatory leadership at commercial-stage specialty pharma |
| Spectrum Pharmaceuticals; Alpharma (Pfizer) | Executive/board level roles | Various | Strategy, development, fundraising, commercialization across multiple drug products |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| PENG Life Science Ventures | Partner | Since Sep 2013 | Life sciences venture investing |
| IACTA Pharmaceuticals | Director, Co‑founder, Chief Business Officer | Since Jan 2020 | Ophthalmology/biotech business leadership |
| TuHURA Biosciences (formerly Morphogenesis) | Lead Director | Since Feb 2020 | Oncology biotech board leadership |
| Calidi Biotherapeutics (NYSE: CLDI) | Board Director | Since Oct 2019 | Public company board service |
Fixed Compensation
| Component | Detail | Period/Date | Amount/Terms |
|---|---|---|---|
| Base Salary | Annual base salary per employment agreement | Effective Aug 8, 2023 | $400,000 |
| Base Salary (actual paid) | 2023 salary earned | FY 2023 | $159,091 |
| Health/Other | Group health insurance premium | FY 2023 | $1,758 |
| Target/Specific Bonuses | Two $50,000 milestones: (1) stock closes >$1.00 for 10 consecutive trading days by Feb 28, 2024; (2) first patient enrolled in a PCSA‑sponsored NGC study | Agreement dated Aug 8, 2023 | Up to $100,000 total ($50k + $50k) |
| Equity Grant (time‑based) | RSUs vesting over 3 years | Grant at hire (Aug 8, 2023) | 20,000 RSUs |
| Equity Grant (performance) | RSUs delivered in two tranches upon milestones | Grant at hire (Aug 8, 2023) | 20,000 RSUs |
Notes and earlier disclosure: The Aug 8, 2023 8‑K also disclosed an award of 800,000 RSUs (400,000 time-based over 3 years; 400,000 performance‑based: 200,000 vest upon raising $10M gross proceeds and 200,000 upon an additional $10M), to be made under the 2019 Omnibus Incentive Plan .
Performance Compensation
| Incentive Type | Metric | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus milestone | Stock price threshold | Closing price >$1.00 for 10 consecutive trading days by Feb 28, 2024 | Not disclosed | $50,000 if achieved | N/A |
| Annual cash bonus milestone | Clinical execution | First patient enrolled in PCSA‑sponsored NGC study | Not disclosed | $50,000 if achieved | N/A |
| RSUs (performance-based) | Capital raising | $10M gross proceeds (first tranche) and additional $10M (second tranche) | Not disclosed | 200,000 RSUs each tranche (per 8‑K) | Upon achievement |
| RSUs (performance-based) | Agreement milestones | Company‑specified milestones | Not disclosed | Delivery of 2 tranches totaling 20,000 RSUs (per employment agreement) | Upon achievement |
| RSUs (time-based) | Service | Continued service | N/A | 20,000 RSUs | Ratably over 3 years |
2023 reported stock award fair value for Ng was $312,000; outstanding unvested RSUs at year‑end 2023 were 40,000 (market value $268,000 at $6.70 per share) .
Equity Ownership & Alignment
| Date | Total Beneficial Ownership | Breakdown | % of Shares Outstanding |
|---|---|---|---|
| Apr 22, 2024 | 20,000 shares | As reported in beneficial ownership table | <1% of 2,856,104 outstanding |
| Aug 7, 2025 | 271,895 shares | 20,000 shares (Ng Cha Family Trust); 87,200 shares + warrants to purchase 130,800 shares (IRRA account); RSUs for 33,895 shares issuable within 60 days | <1% of 50,349,149 outstanding (group total 2.4%) |
- No related party transactions for Ng were disclosed in connection with his appointment; the company stated no direct or indirect material interest under Item 404(a) .
- Director stock ownership guidelines and pledging policies were not disclosed; no pledging by Ng was noted in the 2024 or 2025 proxy materials .
Employment Terms
- Start date and dual role: Appointed CEO and director on August 8, 2023 .
- Severance: If terminated without cause or resigns for good reason, Ng is eligible for (i) 1× annual base salary, (ii) 12 months of health coverage, and (iii) full vesting of time‑based RSUs/equity awards then outstanding; severance contingent on a release .
- Change‑of‑control: Company’s incentive plan features double‑trigger acceleration (if awards are assumed/replaced); if not assumed, unvested RSUs and other awards generally vest/cash out at change‑of‑control; plan prohibits repricing, discounted options, and tax gross‑ups .
- Clawbacks and non‑compete: Not disclosed in provided filings; no tax gross‑ups under the plan .
Board Governance
- Role: CEO and director (not Chairman) since 2023; Board Chairman is Justin Yorke .
- Independence: Board determined Baluch, Neal, Pannu, and Yorke are independent; Ng (CEO) is not independent .
- Committees: Audit (Yorke chair; Baluch, Pannu), Compensation (Pannu chair; Baluch, Neal), Nominating & Governance (Yorke chair; Neal, Pannu) .
- Attendance: Board met 6 times in 2023; all directors attended all meetings .
- Director compensation (non‑employee): Annual retainer $28,000 cash plus RSUs equal to $52,000 (5,069 shares at grant); RSUs vest by next annual meeting; directors reimbursed for expenses .
Dual‑role implications: Ng’s CEO + director status concentrates leadership influence; however, the Board has a majority of independent directors and independent committee structures, which mitigates some independence concerns .
Performance & Track Record
- Prior achievements: At Scilex, Ng led the company through NDA submission, FDA approval, major financing, commercialization, and sale—demonstrating end‑to‑end value creation experience in biopharma .
- Governance/legal: The 2024 proxy notes no legal proceedings or disqualifying events in the past ten years for current directors and executive officers .
- Nasdaq listing risk context: The 2025 proxy disclosed a Nasdaq minimum bid price deficiency as of Feb 4, 2025 and contemplated reverse split authorization to preserve listing; relevant to equity compensation and dilution dynamics .
Company Financial Performance Alignment
Recent quarterly performance relevant to pay‑for‑performance context (USD):
| Metric | Q4 2023 | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|---|---|---|
| EBITDA ($) | -2,469,310* | -2,809,459* | -3,081,885* | -3,424,650* | -2,734,430* | -2,846,689* | -3,950,482* | -3,488,542* |
| Net Income - (IS) ($) | -2,404,931* | -2,726,381* | -3,010,326* | -3,384,703* | -2,728,708* | -2,834,405* | -3,933,918* | -3,436,573* |
| Cash from Operations ($) | -2,123,868* | -2,048,884* | -3,345,829* | -3,602,608* | -2,247,721* | -2,729,848* | -2,270,405* | -3,484,364* |
Values retrieved from S&P Global.*
Compensation Structure Analysis
- Heavy equity mix vs cash: Ng’s 2023 total comp included $312,000 stock grant value vs $159,091 cash salary—consistent with PCSA’s philosophy to conserve cash and align with shareholder value via RSUs .
- Performance metrics: Cash bonus milestones tied to market-based (bid price durability) and operational execution (patient enrollment) targets; RSU performance conditions include capital raising thresholds, directly linking payout to financing success .
- Plan design protections: No repricing, no discounted options, no tax gross‑ups, double‑trigger change‑of‑control vesting—reduces shareholder‑unfriendly practices .
- Share pool expansion: 2025 special proxy seeks to increase OIP by 10,000,000 shares and add an evergreen 5% annual increase (2026–2035), indicating high reliance on equity compensation and potential dilution risk .
Related Party Transactions
- The company disclosed no related party transactions involving Ng at appointment; no material interests under Item 404(a) .
- CorLyst cost sharing was disclosed (led by David Young), not involving Ng .
Say‑on‑Pay & Shareholder Feedback
- 2024 proxy included advisory say‑on‑pay proposal; specific approval percentages were not provided in the document excerpts .
Expertise & Qualifications
- Education: JD (Notre Dame); B.A.S. Biochemistry & Economics (UC Davis) .
- Domain expertise: Oncology development, regulatory, commercialization, financing and M&A; board governance across public and private biotechs .
Investment Implications
- Alignment: Ng’s compensation is primarily equity‑based with performance contingencies (capital raising and operational milestones), aligning rewards with critical financing and clinical execution levers for a pre‑revenue biotech .
- Dilution and supply overhang: The proposed 2025 equity plan expansion and evergreen provision materially increase future share issuance capacity; combined with reverse split flexibility, this supports financing runway but elevates dilution risk and potential insider selling pressure as RSUs vest .
- Retention and severance: Single‑trigger full vesting of time‑based equity upon termination without cause/good reason strengthens retention but can accelerate equity in adverse scenarios; double‑trigger protections at change‑of‑control are standard .
- Ownership: Ng’s reported beneficial ownership is <1% (as of 2024 and 2025), though augmented by warrants and RSUs; alignment exists but is modest in percentage terms for a micro‑cap with large authorized share headroom .
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