Lauren Chung
About Lauren Chung
Lauren Chung, Ph.D., age 48, has served as an independent director of Profusa, Inc. (PFSA) since July 2025 and is Chair of the Audit Committee; she is also a member of the Compensation and Nominating Committees . She is designated a Class I director with a term expiring at the first annual meeting post‑combination; PFSA identifies her as an independent director under Nasdaq rules and an “audit committee financial expert” . Dr. Chung holds a Ph.D. in Neuropathology (Columbia University College of Physicians & Surgeons), an MBA (Columbia Business School), and a BA with honors in Biochemistry and Economics (Wellesley College) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MINLEIGH LLC | Chief Executive Officer | Nov 2019–present | Investment, strategic, operational and commercial initiatives |
| Yozma Group | Venture Partner | Not disclosed | Venture investing/partnerships |
| WestPark Capital | Equity Research Managing Director | May 2017–Nov 2019 | Sell-side research leadership |
| Maxim Group | Equity Research (Analyst) | Aug 2016–Apr 2017 | Equity research |
| Tokum Capital Management | Founder, COO & CCO | Prior to 2016 | Built and ran a global healthcare investment fund |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Todos Medical Ltd. | Director | Current | Public company directorship |
| Cure Pharmaceutical Holding Corp. | Director | Aug 2019–Nov 2021 | Former public company directorship |
| UltraSight, Inc. | Director | Dec 2020–Dec 2021 | Private company directorship |
| AdiTxt, Inc. | Director | Jun 2021–Dec 2021 | Former public company directorship |
Board Governance
- Committee assignments and roles: Audit Committee (Chair); Compensation Committee (member); Nominating Committee (member) .
- Independence: PFSA states three of five directors are independent (O’Rourke, Asarpota, Chung); Chung qualifies under Nasdaq and SEC rules and as an audit committee financial expert .
- Board structure: Classified board; Dr. Chung is a Class I director with term expiring at the first annual meeting; PFSA uses a Lead Independent Director structure (O’Rourke) for independent oversight .
Fixed Compensation
| Component | Amount/Terms | Source/Status |
|---|---|---|
| Non‑employee director program (post‑closing) | PFSA disclosed it anticipates a cash and equity compensation program for non‑employee directors following the July 2025 closing; specific retainers/fees not disclosed | Anticipated program; no figures disclosed |
| Historical director compensation (pre‑2025) | Profusa’s historical NED compensation consisted of equity awards; in 2024, no equity awards were granted and no cash fees were paid to NEDs | Historical disclosure (context; prior to PFSA’s public listing) |
Performance Compensation
| Metric | Definition/Use in Director Pay | Target | Actual/Status |
|---|---|---|---|
| Equity grants (RSUs/DSUs/Options) | Annual equity component for NEDs | Not disclosed | Program anticipated post‑closing; specific vehicles/values not disclosed |
| Performance‑conditioned equity (e.g., TSR, EBITDA) | Any performance metrics applied to director equity (rare) | Not disclosed | Not disclosed in available 2025 filings |
Other Directorships & Interlocks
| Company | Relationship to PFSA | Interlock/Conflict Notes |
|---|---|---|
| Todos Medical Ltd.; Cure Pharmaceutical; UltraSight; AdiTxt | External boards held by Dr. Chung | No PFSA‑disclosed related‑party transactions involving Dr. Chung; related‑party section addresses legacy shareholder agreements, not Dr. Chung specifically |
Expertise & Qualifications
- Financial oversight: Audit Committee Chair; qualifies as “audit committee financial expert” under Item 407(d) .
- Capital markets and research: Former equity research MD at WestPark Capital and analyst at Maxim Group .
- Investing/operator background: Founded and operated Tokum Capital Management; venture partner experience .
- Academic credentials: Ph.D. (Neuropathology), MBA, BA (honors) in Biochemistry & Economics .
Equity Ownership
| Metric | As of Jul 30, 2025 | As of Sep 22, 2025 |
|---|---|---|
| Shares outstanding (for % calc) | 32,788,877 | 40,859,307 |
| Lauren Chung beneficially owned shares | — (no shares reported) | — (no shares reported) |
| Ownership percentage | — (not listed in table) | — (not listed in table) |
Notes: PFSA’s beneficial ownership tables include options/warrants exercisable within 60 days; Dr. Chung is shown with no reported beneficial ownership on both reference dates .
Governance Assessment
- Positives
- Independence and oversight strength: Independent director; Audit Chair and audit committee financial expert; presence of a Lead Independent Director supports independent board oversight .
- Committee coverage: Serves on Audit, Compensation, and Nominating—positions her at the center of financial reporting, pay design, and board refresh/succession .
- Potential concerns / watch items
- Ownership alignment: No beneficial ownership reported as of July 30 and Sept 22, 2025; investors may prefer directors to have meaningful ownership over time .
- Pay transparency: PFSA anticipated adopting a post‑closing NED compensation program with cash/equity but has not yet disclosed definitive retainer/award values—monitor the first annual proxy for structure and mix .
- Related‑party risk: Available filings’ related‑party section focuses on legacy shareholder agreements; no specific transactions involving Dr. Chung are described—continue to monitor future proxies and 10‑Ks for updates .
No attendance rates, say‑on‑pay results, or detailed director pay metrics were disclosed in the available 2025 filings reviewed; these are expected in PFSA’s first annual meeting proxy.