Sector: Health Care
CG ONCOLOGY INC · Meeting: June 4, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Class II Directors
Ms. Rossi joined the board in November 2025, well within the 24-month new-director exemption window, so the TSR performance trigger does not apply; she brings extensive pharmaceutical and biotech commercialization experience relevant to CG Oncology's stage, all meeting attendance requirements are met, and she is independent with no disqualifying relationships.
Mr. Tong has served since July 2023, overlapping with the 3-year measurement window; however, CGON's 3-year price return of +84.8% is strong positive (above +20%), and the gap versus XBI — SPDR S&P Biotech ETF is only +17.3 percentage points, far below the 65-percentage-point threshold required to trigger a vote against under the strong-positive TSR tier, so no TSR trigger fires; he is independent, has relevant biotech investment experience, serves on the audit committee with appropriate financial background, and attendance requirements are satisfied.
Both Class II director nominees pass all policy screens: Christina Rossi is exempt from the TSR trigger as a director appointed within the past 24 months, and Victor Tong clears the TSR threshold comfortably given CGON's strong outperformance of the XBI — SPDR S&P Biotech ETF. No overboarding, independence, attendance, or qualification concerns were identified for either nominee.
CEO
Arthur Kuan
Total Comp
$11,928,401
Prior Support
N/A
This is CG Oncology's first-ever say-on-pay vote (the company only recently ceased to be an emerging growth company), so there is no prior shareholder vote result to consider. The CEO's total reported pay of approximately $11.9 million is primarily composed of equity awards — stock options worth about $7.4 million and a performance stock award worth about $3.5 million tied to specific FDA regulatory milestones — meaning well over 80% of total pay is variable and performance-linked, which comfortably satisfies the policy's requirement that at least 50-60% of pay be at-risk. Pay-for-performance alignment is strong: CGON delivered a 3-year price return of +84.8%, outperforming the XBI — SPDR S&P Biotech ETF by approximately 17 percentage points, and above-benchmark incentive pay is justified by this shareholder return; the company also maintains a Dodd-Frank-compliant clawback policy and prohibits hedging and pledging, reflecting sound compensation governance.
Auditor
Ernst & Young LLP
Tenure
4 yrs
Audit Fees
$2,430,000
Non-Audit Fees
$0
Ernst & Young has audited CG Oncology since 2021, giving it approximately four years of tenure — well below the 25-year threshold that would raise independence concerns. The fee table shows only audit fees of $2.43 million and zero non-audit fees, meaning the non-audit fee ratio is 0%, far below the 50% threshold that would trigger a vote against. Ernst & Young is a Big 4 firm appropriate for a $5.8 billion market-cap company, and no material restatements were disclosed.
The 2026 CG Oncology annual meeting presents a straightforward ballot: both director nominees pass all policy screens, Ernst & Young's ratification is uncontested with clean fee data and short tenure, and the company's first-ever say-on-pay vote reflects a well-structured, heavily performance-linked compensation program backed by strong stock returns that outpaced the XBI — SPDR S&P Biotech ETF. No stockholder proposals appear on the ballot, and no policy triggers recommend a vote against any management proposal.
