Brian Wong
RAPT TherapeuticsAbout Brian Wong
Brian Wong, M.D., Ph.D., age 53, is President, Chief Executive Officer, and a Class I director of RAPT Therapeutics; he has served as CEO and director since August 2015 and as President since June 2019 . He holds an M.D. from Weill Cornell Medical College, a Ph.D. in Immunology from Rockefeller University, and a B.A. in Chemistry and Biochemistry from Oberlin College . In 2024–2025, RAPT ceased development of its former lead candidate (zelnecirnon) following FDA clinical holds, implemented a July 2024 reduction in force, and licensed RPT904 for food allergy and CSU in December 2024—key strategic shifts that frame execution risk and future value creation . Wong is not independent under Nasdaq rules due to his CEO role; the Board has a separate Chair (Lori Lyons-Williams) to mitigate dual-role concerns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Five Prime Therapeutics (Nasdaq: FPRX) | VP Immunology & Discovery Research; later SVP, Research & Head of Immuno-Oncology | 2009–2015 | Led immuno-oncology programs; senior R&D leadership in biologics |
| F. Hoffmann-La Roche | Director of Research, Inflammation Disease Biology | 2005–2009 | Directed inflammation research; large pharma R&D execution |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Column Group | Venture Partner | Since Apr 2022 | External venture role; network access and scientific diligence |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 605,000 | 630,000 | Set by Compensation Committee |
| Approved Base for FY 2025 ($) | — | 662,000 | Approved Jan 2025 |
Performance Compensation
| Metric | Target | Actual | Payout Mechanics | 2024 Performance Basis |
|---|---|---|---|---|
| Target Bonus (% of Salary) | 55% | 120% achievement vs objectives; paid $416,000 | Salary × Target × Achievement | Revised after FDA holds; focused on adjusted clinical goals, in-licensing (RPT904), workforce retention, operational milestones |
Summary Compensation (NEO)
| Component ($) | FY 2023 | FY 2024 |
|---|---|---|
| Salary | 605,000 | 630,000 |
| Option Awards (ASC 718 FV incl. repricing incremental) | 5,730,375 | 5,927,297 |
| Non-Equity Incentive (Annual Bonus Earned) | 250,000 | 416,000 |
| All Other Compensation | 6,242 | 6,242 |
| Total | 6,591,617 | 6,979,539 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership (Shares; % of Outstanding) | 1,692,872 shares; 1.27% of 132,006,828 shares outstanding as of Mar 25, 2025 |
| Breakdown | 162,874 shares directly; 337,000 shares via The Wong Family Trust; 1,192,998 shares via options exercisable within 60 days |
| Hedging/Pledging | Company policy prohibits hedging without pre-clearance; prohibits short selling, pledging, margin purchases; pre-clearance required for any transactions |
| Ownership Guidelines | Not disclosed for executives (no data) |
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant Date | Vesting Start | Exercisable | Unexercisable | Exercise Price ($) | Expiration | Vesting Terms |
|---|---|---|---|---|---|---|
| 03/28/2018 | 01/01/2018 | 200,000 | — | 6.18 (repriced to 1.57; see note) | 03/27/2028 | 25% at 1-year, then monthly over 36 months |
| 03/28/2019 | 01/01/2019 | 66,666 | — | 6.30 (repriced to 1.57) | 03/27/2029 | 25% at 1-year, then monthly over 36 months |
| 10/30/2019 | 10/30/2019 | 83,333 | — | 12.00 (repriced to 1.57) | 10/29/2029 | 25% at 1-year, then monthly over 36 months |
| 01/30/2020 | 01/01/2020 | 60,000 | — | 44.66 (repriced to 1.57) | 01/30/2030 | Monthly over 48 months |
| 01/28/2021 | 01/01/2021 | 146,875 | 3,125 | 19.53 (repriced to 1.57) | 01/28/2031 | Monthly over 48 months |
| 01/28/2022 | 01/01/2022 | 218,750 | 81,250 | 19.86 (repriced to 1.57) | 01/28/2032 | Monthly over 48 months |
| 01/31/2023 | 01/01/2023 | 119,791 | 130,209 | 29.05 (repriced to 1.57) | 01/31/2033 | Monthly over 48 months |
| 01/30/2024 | 01/01/2024 | 63,020 | 211,980 | 24.75 (repriced to 1.57) | 01/31/2034 | Monthly over 48 months |
| Note on Repricing | All options with >$8.00 strikes were repriced to $1.57 effective Nov 13, 2024; to exercise at $1.57, employees must remain employed through Nov 13, 2025 (otherwise original higher price applies). No changes to vesting, expirations, or share counts . |
2024 Annual Option Grants
| Grant | Shares | Vesting | Exercise Price |
|---|---|---|---|
| Annual CEO Grant (Jan 2024) | 275,000 | 48 equal monthly installments starting Jan 1, 2024 | Fair market value at grant (later repriced to 1.57 per policy above) |
Recent Form 4 Activity (insider transactions)
- 11/15/2024: Form 4 reflects amendment from option repricing; options vest monthly tied to Jan 1, 2024 start date .
- 02/01/2024: Form 4 filing for Wong .
- 06/24/2025: Form 4 shows option with vesting commencing June 20, 2025; monthly 1/48th vest .
Employment Terms
| Scenario | Cash Severance | Bonus | COBRA | Equity Acceleration | Trigger Type |
|---|---|---|---|---|---|
| Termination without Cause or for Good Reason (not within 12 months of Change in Control) | 12 months base salary | — | Up to 12 months reimbursement or taxable equivalent | — | Single-trigger termination (no CIC) |
| Termination without Cause or for Good Reason within 12 months after Change in Control | 18 months base salary | Lump-sum equal to target annual bonus | Up to 18 months reimbursement or taxable equivalent | Full acceleration and exercisability of all outstanding equity awards | Double-trigger (CIC + qualifying termination) |
| Clawback Policy | Recovery of erroneously awarded incentive-based compensation upon required restatement; covers last 3 completed fiscal years | — | — | — | SEC/Nasdaq-compliant |
Board Governance
- Independence: Board determined Wong is not independent due to his CEO role; all committee members are independent .
- Leadership structure: Roles of Chair and CEO are separated; Chair: Lori Lyons-Williams (since Jan 2025) .
- Committees: Audit (Chair Dr. Gray), Compensation (Chair Dr. Giordano), Nominating & Corporate Governance (Chair Ms. Kozick); Wong is not listed on committees .
- Board activity: 17 Board meetings in 2024; all directors attended ≥75% of meetings except Ms. Kozick (74%) .
- CEO compensation decisions: CEO excluded from Compensation Committee deliberations on his own pay .
Director Compensation (context for dual-role)
- Wong receives no additional compensation for Board service as a director; director compensation applies to non-employee directors only .
- Non-employee director cash retainers: Board $40,000; Chair $30,000; Committee chair/member fees (Audit $25k/$12.5k; Compensation $15k/$7.5k; Nominating $10k/$5k) .
- Annual/initial option grants for non-employee directors under policy; accelerated vesting on change in control .
Compensation Structure Analysis
- Mix and design: Emphasis on equity and variable pay; annual bonuses tied to corporate performance objectives; multi-year vesting for equity .
- Option repricing: One-time repricing on Nov 13, 2024 to $1.57 for underwater options with retention condition—repricing can be viewed as shareholder-unfriendly, though no perquisites or gross-ups; clawback policy in place .
- Consultant: Compensation Committee engaged Radford (Aon) to advise on strategy and peer-based benchmarking .
- Say-on-Pay: Advisory vote on NEO compensation scheduled for 2025 Annual Meeting; Board recommends FOR; frequency vote recommendation: one year .
Equity Plan and Share Usage (context)
- 2025 Equity Incentive Plan proposed; requested 21.5M new shares plus returning shares; rationale tied to rebuilding team for RPT904 programs .
- Overhang and burn: As of Mar 25, 2025—12,248,761 options outstanding; 1,524,897 shares available; burn rate 4.0% in 2024 .
- Reverse stock split proposal (one-for-eight) to support Nasdaq bid price compliance; trading/liquidity considerations disclosed .
Investment Implications
- Alignment: Wong’s 1.27% beneficial stake including substantial vested options aligns incentives; hedging/pledging prohibitions reduce misalignment risk .
- Retention and overhang: The 2024 option repricing plus monthly vest schedules and potential 2025 grants suggest retention focus but may create future exercise/selling pressure once the $1.57 retention condition lapses on Nov 13, 2025; monitor Form 4s and any 10b5‑1 adoptions .
- Governance mitigants: Separate Chair/CEO roles, independent committees, clawback policy, and double-trigger CIC protections are positives; however, option repricing is a red flag that warrants monitoring of pay-for-performance outcomes and dilution via the 2025 Plan .
- Execution risk: Program discontinuation (zelnecirnon) and pivot to RPT904 highlight clinical/regulatory dependencies; bonus payouts reflect reoriented milestones—evaluate future KPI rigor and equity grant sizing versus milestones achieved .