Raymond Cheong
vTv TherapeuticsAbout Raymond Cheong
Raymond Cheong, M.D., Ph.D. (age 43) is an independent director of vTv Therapeutics Inc. since February 2024; he is Managing Director at Baker Brothers Advisors LP and holds an M.D./Ph.D. in biomedical engineering (Johns Hopkins) and a B.S. in chemical engineering (University of Maryland) . The Board has determined he is independent under Nasdaq rules, and he served during 2024 with Board attendance for all directors at least 94% across seven meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baker Brothers Advisors LP | Managing Director | 2013–Present | Life sciences investor; nominates directors at portfolio companies |
| vTv Therapeutics Inc. | Director | Feb 2024–Present | Compensation Committee member; Nominating & Corporate Governance Chair |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Madrigal Pharmaceuticals, Inc. | Independent Director (Class III) | Appointed Jun 15, 2023 | Board classification and appointment disclosed |
| Madrigal Pharmaceuticals, Inc. | Director (bio) | As of 2024 DEF 14A | Skills matrix lists Raymond Cheong |
| Istari Oncology, Inc. (private) | Director | Listed in vTv proxy | Private company board |
| Talis Biomedical Corporation | Director | Listed in 2024 vTv proxy | Public company board as of 2024 |
Board Governance
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee Chair .
- Independence: Board determined Cheong is independent; Audit Committee independence requirements met for other members .
- Attendance: Board held seven meetings in 2024; all directors attended ≥94% of eligible meetings; 2023 had five meetings; all directors attended ≥87% .
- Tenure and nomination: Director since Feb 2024; designated as a nominee of lead investors under the Feb 27, 2024 Securities Purchase Agreement .
- Board voting procedures: At least five directors must approve certain major actions (sale of assets, merger, issuance of new securities); four directors (excluding CEO) required to change CEO; procedures in effect three years post SPA .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (non-employee) | $40,000 | Paid quarterly |
| Committee chair retainer – Nominating & Corporate Governance | $8,000 | For chair role (non-chairperson of the Board) |
| Committee member retainer – Compensation Committee | $5,000 | Member retainer |
| Fees earned (FY 2024) – Cheong | $54,495 | 2024 director fees earned in cash |
| Annual meeting fees | Not disclosed | No separate meeting fees disclosed |
Performance Compensation
| Award Type | Grant Date | Quantity | Vesting | Grant Date Fair Value |
|---|---|---|---|---|
| Stock options (Class A) | Jun 25, 2024 | 6,000 | Monthly over 3 years | Included in option awards total |
| Restricted stock (Class A) | Jun 25, 2024 | 983 | One-year cliff | Included in option awards total |
| Option awards (FY 2024) – Cheong | FY 2024 | — | — | $98,845 |
| Total director compensation (FY 2024) – Cheong | FY 2024 | — | — | $153,340 |
- No specific performance metrics are tied to director equity; grants vest based on time. The equity plan allows performance goals for awards generally, but director program disclosures show time-based vesting for options and stock .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Investor-nominated director | Cheong is a nominee of lead investors under the Feb 27, 2024 SPA . |
| Baker Brothers ownership in VTVT | Baker Bros. Advisors LP beneficially owned 4.99% as of Apr 1, 2025 (subject to pre-funded warrant limits) . |
| Concentrated control | MacAndrews & Forbes beneficially owned 47.39% as of Apr 1, 2025 . |
| Potential interlocks | Cheong’s Baker Brothers role plus Baker Brothers stake could influence governance; Board voting procedures require supermajority on major actions . |
Expertise & Qualifications
- Education: M.D./Ph.D. in biomedical engineering, Johns Hopkins; B.S. chemical engineering, University of Maryland .
- Domain expertise: Life sciences investing and advising across public and private companies; board experience at Madrigal and Istari .
Equity Ownership
| Holder | Shares Beneficially Owned | % of As-Converted Outstanding | Outstanding Shares Basis |
|---|---|---|---|
| Raymond Cheong | 1,833 | <0.1% | 3,189,606 shares as of Apr 1, 2025 |
- Ownership is modest versus company size; no director-specific pledging disclosures noted in proxy; company Trading Policy restricts short sales and derivative trading and requires pre-clearance for insiders .
Insider Trades (Form 3/4)
| Filing Type | Filing Date | Transaction Date | Reporting Name | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|
| Form 3 (initial) | 2024-03-07 | 2024-02-27 | Cheong Raymond | 0 |
- Insider-trades skill search found no Form 4 transactions for Cheong at VTVT from 2023-01-01 to 2025-11-20, indicating no reported buys/sells or option exercises in the period (output JSON references above).
Compensation Structure Analysis
| Year | Cash Retainer | Chair/Member Fee Schedule | Equity on Appointment | Equity on Annual Election |
|---|---|---|---|---|
| 2023 policy | $35,000 | Chairs: Audit $20,000; Comp $10,000; Nominating $7,500; Members: Audit $7,500; Comp $5,000; Nominating $3,750 | 3,750 options, monthly vest 3 years | 1,875 options, one-year vest |
| 2024 policy | $40,000 | Chairs: Audit $20,000; Comp $10,000; Nominating $8,000; Members: Audit $7,500; Comp $5,000; Nominating $4,000 | 6,000 options (or equivalent equity/cash), monthly vest 3 years | 3,000 options (or equivalent), one-year vest |
- Shift toward higher cash retainer in 2024 (+$5,000) and larger equity grants at appointment and annual election, maintaining time-based vesting (lower performance linkage) .
Say-On-Pay & Shareholder Feedback
- 2025 proxy proposals: election of directors; auditor ratification; no say-on-pay item .
- 2024 proxy proposals: election of directors; adoption of 2024 Equity Incentive Plan; auditor ratification; no say-on-pay item .
Governance Assessment
- Positives: Independent status; committee leadership as Nominating Chair and Compensation member; strong Board attendance; director equity grants align incentives with shareholders .
- Watch items (RED FLAGS): Investor-designated status (lead investors named him as nominee) and Baker Brothers stake (4.99%) could create perceived influence; MacAndrews & Forbes control at 47.39% and supermajority voting rules for major decisions could limit minority shareholder influence .
- Compensation mix: FY 2024—cash $54,495 vs equity $98,845 (≈36% cash / 64% equity), favoring equity alignment but with time-based vesting rather than performance goals .
- Ownership alignment: Personal beneficial ownership is small (<0.1%), common for directors but increases reliance on equity awards rather than large personal stake .
- Compliance and insider activity: Only Form 3 filed upon appointment; no Form 4 trading activity observed through Nov 20, 2025; company Trading Policy prohibits short sales and derivatives and requires pre-clearance .