DEF 14A of BeOne Medicines Ltd., Apr 26, 2024

DEF 14A of BeOne Medicines Ltd.

Filed Apr 26, 2024 · FY20230001104659-24-052961

Open on EDGAR

  1. Nominees of Class II Directors for Election for a Three-Year Term Ending at the 2027 Annual General Meeting

    Nominees of Class II Directors for Election for a Three-Year Term Ending at the 2027 Annual General Meeting The names of the nominees for Class II directors and certain information about each as of April 19, 2024 are set forth below.

  2. Nominees of Class II Directors for Election for a Three-Year Term Ending at the 2027 Annual General Meeting

    | Name | Position(s) | Director Since | Age | | Dr. Olivier Brandicourt | Director | 2024 | 68 | | Donald W. Glazer | Director | 2013 | 79 | | Michael Goller | Director | 2015 | 49 | | Dr. Corazon (Corsee) D. Sanders | Director | 2020 | 67 |

  3. Nominees of Class II Directors for Election for a Three-Year Term Ending at the 2027 Annual General Meeting

    | Dr. Olivier Brandicourt |

  4. Nominees of Class II Directors for Election for a Three-Year Term Ending at the 2027 Annual General Meeting

    | MEMBER OF THE BOARD OF DIRECTORS, BEIGENE, LTD. | | | | Age: 68 Director Since: Jan. 2024 Committees: Audit Committee Commercial and Medical Affairs Advisory Committee | Experience: | | | | 2019-Present: | Blackstone Life Sciences (Senior Advisor) | | | 2015-2019: | Sanofi S.A. (Chief Executive Officer) | | | Prior: | Bayer HealthCare AG (Chief Executive Officer) Pfizer Inc. (Executive Leadership Team Member and President and General Manager of the Emerging Markets and Established Products business unit) | | | Other Public Company Directorships: 2020-Present: Alnylam Pharmaceuticals, Inc. 2022-Present: BenevolentAI S.A. Former Public Company Directorships: Sanofi S.A. Qualifications: Dr. Brandicourt studied medicine in Paris, specializing in Infectious Diseases and Tropical Medicine at the University of Paris V. He holds an advanced degree in Cellular and Immunological Pathophysiology from Paris Descartes University and a Master’s Degree in Biology from the University of Paris XII. We believe that Dr. Brandicourt’s extensive global operational, commercial and senior management experience in the healthcare sector qualifies him to serve as a member of the Board of Directors. As of April 19, 2024, Dr. Brandicourt was interested in 27,794 ordinary shares of the Company within the meaning of Part XV of the Hong Kong Securities and Futures Ordinance (the “SFO”). The beneficial ownership rules of the SEC differ from those of the SFO and the HK Listing Rules. | |

  5. Nominees of Class II Directors for Election for a Three-Year Term Ending at the 2027 Annual General Meeting

    | Donald W. Glazer |

  6. Nominees of Class II Directors for Election for a Three-Year Term Ending at the 2027 Annual General Meeting

    | MEMBER OF THE BOARD OF DIRECTORS, BEIGENE, LTD. | | | | Age: 79 Director Since: Feb. 2013 Committees: Nominating and Corporate Governance Committee (Chair) | Experience: | | | | 2005-Present | GMO Trust (Chair of the Board of Trustees) | | | 2000-Present: | GMO Trust (Member of the Board of Trustees) | | | 1997-Present: | Goodwin Procter LLP (Advisory Counsel) | | | Prior: | Provant, Inc. (Co-Founder, Secretary and Vice Chair) Mugar/Glazer Holdings (President) New England Television Corp. and WHDH-TV, Inc. (Vice Chairman of Finance) Ropes & Gray LLP, Emerging Companies Group (Partner and Chair, Emerging Companies Group) Harvard Law School (Lecturer) | | | Other Public Company Directorships: N/A Former Public Company Directorships: N/A Qualifications: Mr. Glazer received his A.B. from Dartmouth College in June 1966; J.D. from Harvard Law School in June 1969, where he was an editor of the Harvard Law Review; and L.L.M. from the University of Pennsylvania Law School in May 1970. Additionally, Mr. Glazer is a co-author of both Glazer and FitzGibbon on Legal Opinions, Third Edition (Aspen Publishers) and Massachusetts Corporation Law & Practice, Second Edition (Aspen Publishers). We believe that Mr. Glazer’s qualifications to serve on the Board of Directors include his extensive leadership, executive, managerial, business, and corporate legal experience. As of April 19, 2024, Mr. Glazer was interested in 3,108,659 ordinary shares of the Company within the meaning of Part XV of the SFO. The beneficial ownership rules of the SEC differ from those of the SFO and the HK Listing Rules. | |

  7. Nominees of Class II Directors for Election for a Three-Year Term Ending at the 2027 Annual General Meeting

    | Michael Goller |

  8. Nominees of Class II Directors for Election for a Three-Year Term Ending at the 2027 Annual General Meeting

    | MEMBER OF THE BOARD OF DIRECTORS, BEIGENE, LTD. | | | | Age: 49 Director Since: Apr. 2015 Committees: Nominating and Corporate Governance Committee Scientific Advisory Committee | Experience: | | | | 2005-Present: | Baker Brothers Investments (Partner) | | | Prior: | JPMorgan Partners, LLC (Associate) Merrill Lynch and Co. (Investment Banker) | | | Other Public Company Directorships: 2015-Present: DBV Technologies SA Former Public Company Directorships: N/A Qualifications: Mr. Goller received a B.S. in Molecular and Cell Biology from The Pennsylvania State University in May 1997, and Master’s Degrees in both Biotechnology (School of Engineered and Applied Sciences) and Business Administration (Wharton School) from the University of Pennsylvania in May 2005. We believe that Mr. Goller is qualified to serve on the Board of Directors based on his experience in the life sciences industry and for his knowledge in financial and corporate development matters. As of April 19, 2024, Mr. Goller was interested in 453,232 ordinary shares of the Company within the meaning of Part XV of the SFO. The beneficial ownership rules of the SEC differ from those of the SFO and the HK Listing Rules. | |

  9. Nominees of Class II Directors for Election for a Three-Year Term Ending at the 2027 Annual General Meeting

    | Dr. Corazon (Corsee) D. Sanders |

  10. Nominees of Class II Directors for Election for a Three-Year Term Ending at the 2027 Annual General Meeting

    | MEMBER OF THE BOARD OF DIRECTORS, BEIGENE, LTD. | | | | Age: 67 Director Since: Aug. 2020 Committees: Audit Committee Commercial and Medical Affairs Advisory Committee Scientific Advisory Committee | Experience: | | | | 2019-2020: | Bristol Myers Squibb Corporation (Transition Advisor) | | | 2018-2019: | Celgene Corporation (Strategic Advisor to the Chief Medical Officer) | | | Prior: | Juno Therapeutics Inc. (Member of the Executive Committee and Executive Vice President of Development Operations) Genentech/Roche (Global Head Clinical Operations; Global Head of Biometrics Group; and Co-Chair of the Portfolio Management Committee) | | | Other Public Company Directorships: 2019-Present: Molecular Templates Inc. 2020-Present: Legend Biotech Corporation 2021-Present: Ultragenyx Pharmaceutical Inc. Former Public Company Directorships: N/A Qualifications: Dr. Sanders earned her B.S. and M.S. in statistics, graduating magna cum laude from the University of the Philippines, and her M.A. and Ph.D. in statistics from the Wharton Doctoral Program at the University of Pennsylvania. We believe that Dr. Sanders’ extensive experience and knowledge in the healthcare sector and her scientific and leadership experience qualify her to serve on, and contribute to the diversity of, the Board of Directors. As of April 19, 2024, Dr. Sanders was interested in 136,500 ordinary shares of the Company within the meaning of Part XV of the SFO. The beneficial ownership rules of the SEC differ from those of the SFO and the HK Listing Rules. | |

  11. Nomination Policy and Procedure for Independent Non-Executive Directors

    Nomination Policy and Procedure for Independent Non-Executive Directors When nominating candidates for election to the Board of Directors, the Nominating Committee of the Board of Directors evaluates skills, knowledge and experience required by the Board of Directors, and identifies if there are any special requirements for the vacancy. The Nominating Committee identifies appropriate candidates and discusses and votes in respect of the nominated directors and recommends candidates for directors to the Board of Directors. In reviewing the structure of the Board of Directors, the Nominating Committee will consider board diversity from a number of aspects, including but not limited to nationality, ethnicity, gender, age, skills, expertise, and industry and regional experience. All Board of Directors nominations will be based on meritocracy and candidates will be considered against criteria including talent, skills and experience as may be necessary for the operation of the Board of Directors as a whole, with a view to maintaining a sound balance of the Board of Directors’ composition, and where nomination of independent non-executive directors is under consideration, the requirements of Rule 3.13 of the HK Listing Rules shall be satisfied. The Nominating Committee is of the view that the re-election of Dr. Olivier Brandicourt as an independent non-executive director will enrich the Company’s knowledge and experience in the biopharmaceutical industry and financial matters. The Nominating Committee is of the view that the re-election of Mr. Donald W. Glazer as an independent non-executive director will bring to the Company a wealth of extensive leadership, executive, managerial, business, and corporate legal experience. The Nominating Committee is of the view that the re-election of Mr. Michael Goller as an independent non-executive director will enrich the Company’s experience in the life sciences industry and knowledge of financial and corporate development matters. The Nominating Committee is of the view that the re-election of Dr. Corazon (Corsee) D. Sanders as an independent non-executive director will enrich the Company’s knowledge and expertise in conducting business in the healthcare sector and in scientific and clinical development and promote diversity on the Board of Directors. In view of the above, in April 2024, the Nominating Committee recommended to the Board of Directors that Dr. Olivier Brandicourt, Mr. Donald W. Glazer, Mr. Michael Goller and Dr. Corazon (Corsee) D. Sanders be nominated for election or re-election to the Board of Directors and the Board of Directors has recommended them to be elected by shareholders at the Annual Meeting. The Board of Directors considers that each of the candidates for independent non-executive director has many years of experience working in various sectors globally and has made significant contributions. Their election will facilitate better supervision of the Company’s business operations. Moreover, each of the candidates for independent non-executive directors has confirmed his or her independence pursuant to Rule 3.13 of the HK Listing Rules. The Board of Directors also considers that each of Dr. Olivier Brandicourt, Mr. Donald W. Glazer, Mr. Michael Goller and Dr. Corazon (Corsee) D. Sanders meets the independence guidelines set out in Rule 3.13 of the HK Listing Rules and is independent in accordance with the terms of the guidelines.

  12. Directors Not Standing for Re-Election

    Directors Not Standing for Re-Election The names of and certain information as of April 19, 2024 about the members of the Board of Directors who are not standing for re-election at the 2024 Annual Meeting are set forth below.

  13. Directors Not Standing for Re-Election

    | Name | Position(s) | Director Since | Age | | Dr. Margaret Dugan | Director | 2022 | 67 | | Anthony C. Hooper | Director | 2020 | 69 | | Ranjeev Krishana | Director | 2014 | 50 | | John V. Oyler | Director | 2010 | 56 | | Dr. Alessandro Riva | Director | 2022 | 63 | | Dr. Xiaodong Wang | Director | 2016 | 61 | | Qingqing Yi | Director | 2014 | 52 |

  14. Class III Directors Continuing in Office Until the 2025 Annual General Meeting

    Class III Directors Continuing in Office Until the 2025 Annual General Meeting

  15. Class III Directors Continuing in Office Until the 2025 Annual General Meeting

    | Anthony C. Hooper |

  16. Class III Directors Continuing in Office Until the 2025 Annual General Meeting

    | MEMBER OF THE BOARD OF DIRECTORS, BEIGENE, LTD. | | | | Age: 69 Director Since: Jan. 2020 Committees: Audit Committee (Chair) Commercial and Medical Affairs Advisory Committee (Chair) Nominating and Corporate Governance Committee | Experience: | | | | 2020-Present: | Amgen Inc. (Consultant) | | | 2011-2020: | Amgen Inc. (Executive Vice President and Executive Vice President, Global Commercial Operations) | | | Prior: | Bristol Myers Squibb Company (Senior Vice President, Commercial Operations and President, U.S., Japan and Intercontinental; President, Americas; and President, U.S. Pharmaceuticals, Worldwide Pharmaceuticals Group) Wyeth Laboratories (Assistant Vice President of Global Marketing) | | | Other Public Company Directorships: 2020-Present: MannKind Corporation Former Public Company Directorships: N/A Qualifications: Mr. Hooper earned his law and MBA degrees from the University of South Africa in 1978 and 1988, respectively. We believe Mr. Hooper’s extensive experience and knowledge in the healthcare sector and broad international experience in pharmaceutical commercial operations qualify him to serve on the Board of Directors. | |

  17. Class III Directors Continuing in Office Until the 2025 Annual General Meeting

    | Ranjeev Krishana |

  18. Class III Directors Continuing in Office Until the 2025 Annual General Meeting

    | MEMBER and LEAD DIRECTOR OF THE BOARD OF DIRECTORS, BEIGENE, LTD. | | | | Age: 50 Director Since: Oct. 2014 Committees: Commercial and Medical Affairs Advisory Committee Compensation Committee | Experience: | | | | 2011-Present: | Baker Bros. Advisors LP (Partner) | | | Prior: | Pfizer, Inc. (various commercial, strategy and business development leadership roles) Pfizer China (Senior Director and Member of China Leadership Team) Accenture plc (Strategy Consultant) | | | Other Public Company Directorships: N/A Former Public Company Directorships: N/A Qualifications: Mr. Krishana received an A.B. in Economics and Political Science from Brown University in May 1995, and a Master of Public Policy from Harvard University in June 2011. We believe Mr. Krishana’s knowledge of the healthcare sector across international markets qualifies him to serve on the Board of Directors. | |

  19. Class III Directors Continuing in Office Until the 2025 Annual General Meeting

    | Dr. Xiaodong Wang |

  20. Class III Directors Continuing in Office Until the 2025 Annual General Meeting

    | MEMBER OF THE BOARD OF DIRECTORS, BEIGENE, LTD. | | | | Age: 61 Director Since: Feb. 2016 Committees: Scientific Advisory Committee (Co-Chair) | Experience: | | | | 2020-Present: | Tsinghua University (Chair Professor) | | | 2013-Present: | Chinese Academy of Sciences (Foreign Associate) | | | 2010-Present: | BeiGene, Ltd. (Co-Founder) | | | 2004-Present: | National Academy of Science, USA (Member) | | | 2003-Present: | National Institute of Biological Sciences in Beijing (Founding Co-Director; Director and Investigator) | | | Prior: | Joyant Pharmaceuticals, Inc. (Founder) University of Texas Southwestern Medical Center (George L. MacGregor Distinguished Chair Professor in Biomedical Sciences) Howard Hughes Medical Institute (Investigator) | | | Other Public Company Directorships: 2021-Present: Clover Biopharmaceutical Ltd. (Non-Executive Director and Member of the Compensation Committee) Former Public Company Directorships: N/A Qualifications: Dr. Wang received his B.S. in Biology from Beijing Normal University in July 1984 and his Ph.D. in Biochemistry from the University of Texas Southwestern Medical Center in May 1991. We believe that Dr. Wang’s extensive experience in cancer drug research, combined with his experience in the biotech industry, qualifies him to serve as a member of the Board of Directors. | |

  21. Class I Directors Continuing in Office Until the 2026 Annual General Meeting

    Class I Directors Continuing in Office Until the 2026 Annual General Meeting

  22. Class I Directors Continuing in Office Until the 2026 Annual General Meeting

    | Dr. Margaret Dugan |

  23. Class I Directors Continuing in Office Until the 2026 Annual General Meeting

    | MEMBER OF THE BOARD OF DIRECTORS, BEIGENE, LTD. | | | | Age: 67 Director Since: Feb. 2022 Committees: Commercial and Medical Affairs Advisory Committee Compensation Committee (Chair) Scientific Advisory Committee | Experience: | | | | 2023-Present: | Schrodinger, Inc. (Chief Medical Officer) | | | 2023-Present: | Dracen Pharmaceuticals (Medical Consultant) | | | 2021-Present: | SonALAsense Pharmaceuticals (Scientific Advisory Board Member) | | | 2021-2022 | SonALAsense Pharmaceuticals (Senior Medical Consultant) | | | 2018-Present: | Salarius Pharmaceuticals (Senior Medical Advisor and Consultant) | | | Prior: | Novartis Pharmaceuticals Corp. (Senior Vice President of Clinical Development) Dracen Pharmaceuticals (Chief Medical Officer) Schering-Plough (Director, Oncology Clinical Research) American Cyanamid (Deputy Director, Clinical Research, Oncology) New York University Medical Center (Research Fellow, Hematology and Oncology Clinical Trials) | | | Other Public Company Directorships: N/A Former Public Company Directorships: N/A Qualifications: Dr. Dugan received her B.A. from New York University in 1977 and her M.D. in hematology and oncology from New York University in 1981. We believe that Dr. Dugan’s extensive scientific and leadership experience in the healthcare sector qualifies her to serve on, and contribute to the diversity of, the Board of Directors. | |

  24. Class I Directors Continuing in Office Until the 2026 Annual General Meeting

    | John V. Oyler |

  25. Class I Directors Continuing in Office Until the 2026 Annual General Meeting

    | CHAIRMAN OF THE BOARD OF DIRECTORS, BEIGENE, LTD. | | | | Age: 56 Director Since: Oct. 2010 Committees: N/A | Experience: | | | | 2010-Present: | BeiGene, Ltd. (Co-Founder, Chairman and Chief Executive Officer) | | | Prior: | BioDuro, LLC (President and Chief Executive Officer) Galenea Corp. (Chief Executive Officer) Telephia, Inc. (Founder and President) Genta, Inc. (Co-Chief Executive Officer) McKinsey & Company (Management Consultant) | | | Other Public Company Directorships: N/A Former Public Company Directorships: N/A Qualifications: Mr. Oyler received his B.S. from the Massachusetts Institute of Technology in June 1990 and an MBA from Stanford University in January 1996. We believe that Mr. Oyler’s extensive leadership, executive, managerial, business and pharmaceutical and biotechnology company experience, along with his years of industry experience in the development of pharmaceutical products, qualifies him to serve as a member of the Board of Directors. | |

  26. Class I Directors Continuing in Office Until the 2026 Annual General Meeting

    | Dr. Alessandro Riva |

  27. Class I Directors Continuing in Office Until the 2026 Annual General Meeting

    | MEMBER OF THE BOARD OF DIRECTORS, BEIGENE, LTD. | | | | Age: 63 Director Since: Feb. 2022 Committees: Nominating and Corporate Governance Committee Scientific Advisory Committee (Co-Chair) | Experience: | | | | 2023-Present: | Transgene S.A. (Chairman and Chief Executive Officer) | | | 2021-2023: | Intima Bioscience (Chief Executive Officer) | | | 2019-2021: | Ichnos Sciences (Chief Executive Officer) | | | 2017-2019: | Gilead Sciences (Executive Vice President and Global Head of Oncology Therapeutics and Cell & Gene Therapy) | | | Prior: | Novartis Pharmaceuticals (Executive Vice President and Global Head of Oncology Development and Medical Affairs) Novartis Oncology (Interim President) Breast Cancer International Research Group (Co-Founder) Cancer International Research Group (Co-Founder and Chief Executive Officer) Farmitalia Carlo Erba Rhône-Poulenc Rorer Aventis | | | Other Public Company Directorships: 2022-Present: Transgene SA (Chair) 2021-Present: Century Therapeutics Former Public Company Directorships: N/A Qualifications: Dr. Riva received his M.D. in medicine and surgery from the University of Milan and board certification in oncology and hematology from the same institution. We believe that Dr. Riva’s extensive scientific and management experience in the healthcare sector qualifies him to serve on the Board of Directors. | |

  28. Class I Directors Continuing in Office Until the 2026 Annual General Meeting

    | Qingqing Yi |

  29. Class I Directors Continuing in Office Until the 2026 Annual General Meeting

    | MEMBER OF THE BOARD OF DIRECTORS, BEIGENE, LTD. | | | | Age: 52 Director Since: Oct. 2014 Committees: Compensation Committee Scientific Advisory Committee | Experience: | | | | 2005-Present: | Hillhouse Capital (Partner) | | | Prior: | China International Capital Corporation (Equity Research Analyst) | | | Other Public Company Directorship: 2020-Present: JD Health International Inc. Former Public Company Directorships: N/A Qualifications: Mr. Yi received a B.S. degree in Engineering from Shanghai Maritime University in July 1995 and an MBA from the University of Southern California in May 2003. We believe Mr. Yi’s extensive experience in capital markets and knowledge of the healthcare sector qualify him to serve on the Board of Directors. | |

  30. Commercial Operations

    Commercial Operations • Total revenue increased from the prior year by US$1.0 billion, totaling US$2.5 billion for 2023. • Delivered product revenue of US$2.2 billion in 2023 compared to US$1.3 billion in the prior year, representing a 75% increase. • Total China net revenue increased from the prior year by US$253 million, totaling US$1.1 billion for 2023. • North America BRUKINSA revenue totaled US$960 million for 2023, increasing 244% from the prior year. • 17 approved medicines in China, including 12 approved indications for tislelizumab and five approved Novartis oncology products in designated regions of China. • Expanded BRUKINSA’s registration program globally in new geographies and indications with approval now in 65+ markets worldwide. Delivered Total Shareholder Return of 28.6% for the five-year period which ended on December 31, 2023, which is at the 43rd percentile of our current peer group companies. Since IPO, BeiGene has delivered Total Shareholder Return of 536.9% which is at the 87th percentile of our current peer group of companies.

  31. Overview of our Compensation Programs

    | Compensation Element | Purpose | Features | | Base salary | To attract and retain highly skilled executives | Fixed component of pay to provide financial stability, based on responsibilities, experience, individual contributions and peer company data | | Annual cash incentive program | To promote and reward the achievement of key short-term strategic and business goals of the Company as well as individual performance; to motivate and attract executives | Variable component of pay based on annual corporate and individual performance | | Equity incentive compensation | To encourage executives and other employees to focus on long-term Company performance and align their interests with shareholders; to promote retention; to reward outstanding Company and individual performance | Typically, subject to multi-year vesting based on continued service and are primarily in the form of share options and RSUs, the value of which depends on the performance of our ADSs, to align employee interests with those of our shareholders over the longer-term |

  32. Overview of our Compensation Programs

    | What We Do | What We Don’t Do | | ✓ Maintain an industry-specific peer group for benchmarking pay | × No hedging or pledging of equity unless approved by the insider trading compliance officer or the Audit Committee | | ✓ Target pay based on market norms | × No re-pricing share options without shareholder approval | | ✓ Deliver executive compensation primarily through performance-based pay | × No guaranteed cash or equity compensation increases | | ✓ Tie the majority of executive compensation to equity awards, the ultimate value of which is driven by our share price performance | × No supplemental executive retirement plans | | ✓ Set challenging short-term incentive award goals | × No excise tax gross-up payments for change-of-control payments | | ✓ Offer market-competitive benefits for executives that are consistent with the rest of our employees | | | ✓ Consult with an independent compensation advisor on compensation levels and practices | | | ✓ Maintain stock ownership policy for our executive officers equal to 6x base salary for our CEO, 3x base salary for our President and 1x base salary for our other executive officers | | | ✓ Maintain a broad compensation recovery (“clawback”) policy | |

  33. Compensation Consultant

    Compensation Consultant The Compensation Committee retained Frederic W. Cook & Co., Inc. (“FW Cook”) to assist in an evaluation of our compensation philosophy, validate our compensation peer group, develop competitive market data to benchmark the compensation for our named executive officers and advise on matters related to our compensation structure and programs generally. The compensation consultant also consulted with the Compensation Committee about non-employee director compensation. During 2023, FW Cook reported directly to the Compensation Committee, performing the services described above on behalf of the Compensation Committee and interacting with our management while performing those services. Based on consideration of the factors set forth in the rules of the SEC and Nasdaq, the Compensation Committee has determined that its relationship with FW Cook, and the work performed by FW Cook on behalf of the Compensation Committees has not raised any conflicts of interest.

  34. Defining and Comparing Compensation to Market Benchmarks

    Defining and Comparing Compensation to Market Benchmarks In evaluating the total compensation of our named executive officers, the Compensation Committee, using information provided by our compensation consultant, establishes a peer group of publicly traded companies in the biopharmaceutical and biotechnology industries that is selected based on a balance of the following criteria:

  35. Defining and Comparing Compensation to Market Benchmarks

    | Peer Group Criteria | General Characteristics | | Industry | Biotechnology and pharmaceuticals | | Relevance | Competitors for labor Competitors for capital Comparable scope and complexity Comparable in terms of R&D/commercialization | | Size | Market capitalization between 0.33x and 3x of BeiGene’s size Revenue is a secondary consideration because it can lag development |

  36. Defining and Comparing Compensation to Market Benchmarks

    Based on these general criteria, our peer group for considering 2023 compensation decisions, referred to as our 2023 peer group, as approved by the Compensation Committee, was comprised of the following 13 companies:

  37. Defining and Comparing Compensation to Market Benchmarks

    | Alnylam Pharmaceuticals, Inc. | Jazz Pharmaceuticals plc | Seagen Inc. | | Biogen Inc. | Moderna, Inc. | United Therapeutics Corporation | | BioMarin Pharmaceutical, Inc. | Neurocrine Biosciences, Inc. | Vertex Pharmaceuticals Inc. | | Horizon Therapeutics plc | Regeneron Pharmaceuticals, Inc. | | | Incyte Corporation | Sarepta Therapeutics, Inc. | |

  38. Defining and Comparing Compensation to Market Benchmarks

    The peer group used for 2023 pay decisions reflects the removal of Alexion Pharmaceuticals, Inc. (acquired) and Ionis Pharmaceuticals, Inc. (outside of size parameters), and the addition of United Therapeutics Corporation. At the time the peer group was selected, BeiGene’s market capitalization was near the 50th percentile of the peers’ market capitalization for the most recently disclosed fiscal year (i.e., the period corresponding to the most recent pay disclosures). We believe that the compensation practices of our 2023 peer group provided us with appropriate compensation benchmarks for evaluating the compensation of our named executive officers during 2023. Notwithstanding the similarities of the 2023 peer group to our Company, due to the nature of our business, we compete for executive talent with many public companies that are larger and more established than we are or that possess greater resources than we do, and with smaller private companies that may be able to offer greater equity compensation potential, as well as with prestigious academic and non-profit institutions. In 2023, the Compensation Committee generally positioned our officers’ total cash compensation, including base salaries and target annual incentives, at or below the 25th percentile, and equity incentive awards above the median, in order to link compensation more closely with corporate performance and the creation of shareholder value. In addition, the Compensation Committee may consider other criteria, including market factors, the experience level of the executive and the executive’s performance against company goals, in determining variations to this general target range. For purposes of compensation in 2024, the Compensation Committee, with the advice of our compensation consultant, examined our 2023 peer group considering our continued growth throughout 2023, the stage of development of our research, clinical and commercial programs, and changes in our market capitalization. With reference to these and consideration of other key business metrics, our current peer group will remain unchanged for 2024, as approved by the Compensation Committee, and is comprised of the 13 companies noted above. At the time the peer group was approved, BeiGene’s market capitalization was near the 58th percentile of the peers’ market cap for the most recently disclosed fiscal year (i.e., the period corresponding to the most recent pay disclosures). In addition to our peer group of U.S. publicly traded companies, our human resources team also gathers information on compensation practices and benchmarks of biotechnology and pharmaceutical companies operating in China. While this information is more difficult to obtain than in the United States, we use this market data, where available, and information from our own recruiting experience, to ensure that our compensation and benefits programs in China remain competitive and help us to recruit, motivate and retain our China workforce more effectively.

  39. Base Salary

    Base Salary We provide base salaries to our named executive officers to compensate them with a fair and competitive base level of compensation for services rendered during the year. The Compensation Committee typically determines the base salary for each executive based on the executive’s responsibilities, experience and, if applicable, the base salary level of the executive prior to joining our Company. In addition, the Compensation Committee reviews and considers the level of base salary paid by companies in our peer group for similar positions. Merit-based increases in base salary for our executive officers, other than our Chief Executive Officer, President, Chief Operating Officer and General Manager of China, and Chief Financial Officer, are determined by the Compensation Committee based upon a summary of the executive officer’s performance and a recommendation from our Chief Executive Officer. Our Chief Executive Officer also provided a summary of performance for our President; Chief Operating Officer and General Manager of China; Chief Financial Officer; Global Head of Research and Development; and Senior Vice President, General Counsel and Assistant Secretary, and a recommendation for their merit-based increase in base salary. Any merit-based increase in base salary for our Chief Executive Officer, President, Chief Operating Officer and General Manager of China, and Chief Financial Officer is determined by the Board of Directors and is based upon an assessment of performance by the Compensation Committee, input from the Board of Directors and a review of competitive benchmarking by the Compensation Committee. At the beginning of 2023, the Compensation Committee and/or the Board of Directors approved merit increases in base salary for each of our named executive officers serving at that time, based upon the Company’s performance, each executive officer’s performance, and, in comparison to the base salaries of similar executive officers in our 2023 peer group. With respect to Mr. Oyler, our Chief Executive Officer, his annual base salary was increased from US$800,000 (the 10th percentile of our 2023 peer group at the end of 2022) to US$871,000 (the 25th percentile of our 2023 peer group at the end of 2022). After the below increases, our named executive officers were all compensated at or below the 25th percentile of our 2023 peer group. The table below sets forth the adjustments to base salary, in dollars and as a percentage, for each of our named executive officers serving at the time the decisions were made in February 2023:

  40. 2023 Annual Non-Equity Incentive Program

    2023 Annual Non-Equity Incentive Program In February 2023, the Compensation Committee approved our annual cash incentive program for 2023. Our bonus plan was based on pre-established, quantifiable objectives. For 2023, each of our named executive officers’ cash incentive award was based 75% on Company goals and 25% on individual performance. The Company performance metrics against which our executive officers are measured are clearly communicated, measurable, and consistently applied. Potential payouts range from 0% to 162.5% of the target opportunity to align delivered pay with actual performance. The 162.5% maximum is calculated as follows: the corporate portion is weighted 75% with a maximum of 150% of target plus the individual portion is weighted 25% and capped at 200% of target. In addition, the Compensation Committee had the discretion under the 2023 annual cash incentive program to adjust downward any cash incentive award as it deemed appropriate. In making its determination regarding awards under the 2023 annual cash incentive program, the Compensation Committee considered our success against our 2023 company target and stretch goals in funding the corporate portion. The 2023 company goals approved by the Compensation Committee, the relative target and maximum weightings assigned to each goal at the beginning of the year, and the actual achievement during the performance period as a percentage of our target company goals, were as follows:

  41. 2023 Annual Non-Equity Incentive Program

    2023 Annual Non-Equity Incentive Program

  42. 2023 Annual Non-Equity Incentive Program

    | 2023 Corporate Goals | 2023 Corporate Key Achievements | Target Weighting (% Corporate Portion) | Maximum Weighting (% Corporate Portion) | Actual Achievement for 2023 (as a % of target) | | Research Innovation | Research Innovation Focus | 15% | 23% | 15% | | | Created patient value through scientific discovery and clinical differentiation, with key achievements including: 1. Selected 10 clinical candidates, all potential first-in-class or best-in-class; 2. Achieved first patient dosed for 5 assets in first-in-human studies, all potential first-in-class or best-in-class; and 3. Improved upon several existing internal discovery platforms and expanded in-house research tools and capabilities. | | | (100)% | | Clinical Development | World Leading Clinical Development | 15% | 23% | 16.5% | | | Continued to strive towards world leading clinical development, with key achievements including: 1. Completed key submissions for BRUKINSA in R/R FL; 2. Submitted two new applications to China NMPA for expanded indication approvals of tislelizumab; 3. Completed key submissions for TEVIMBRA outside of China including 1L ESCC in the US; 4. Furthered fast-to-market strategy and expanded indications of BCL2; 5. Publication in Nature Medicine for TEVIMBRA + BRUKINSA combo in Richter Transformation; and 6. Improved process for decision making and prioritization in clinical development. | | | (110)% |

  43. 2023 Annual Non-Equity Incentive Program

    | 2023 Corporate Goals | 2023 Corporate Key Achievements | Target Weighting (% Corporate Portion) | Maximum Weighting (% Corporate Portion) | Actual Achievement for 2023 (as a % of target) | | China Leadership | China Commercial Leadership | 20% | 30% | 27% | | | Strive to be a commercial leader in China, with key achievements including: 1. Achieved annual total product sales of US$1.093 million; 2. Further expanded leading class positions in China for both tislelizumab and BRUKINSA; and 3. Obtained six new indication approvals in China for tislelizumab and BRUKINSA. | | | (135)% | | Global Leadership | Global Leadership, Access & Reputation | 40% | 60% | 60% | | | Build a global reputation as an innovative oncology leader, with key achievements including: 1. Achieved annual total product sales of US$1,068 million for BRUKINSA in US and Europe, representing 164% annual growth; 2. Obtained BRUKINSA R/R CLL label update in US and EU based on superior Progression-Free Survival (PFS) over IMBRUVICA® (ibrutinib) in CLL (ALPINE PFS); 3. Demonstrated durable PFS benefit relative to Imbruvica with extended follow-up (median 39 mo.) of ALPINE study presented at ASH; 4. Negotiated global rights to TEVIMBRA back from Novartis; and 5. Obtained approval for TEVIMBRA in Europe as the first approval outside of China. | | | (150)% | | Broader Accessibility | Broader Accessibility | 5% | 7.5% | 4% | | | Build a strategic presence in designated New Market regions, with key achievements including: 1. Expanded approvals for BRUKINSA to a total of 65+ markets; 2. Obtained CLL approvals for BRUKINSA in key markets including Australia and S. Korea; 3. Achieved key reimbursement listings for BRUKINSA including for CLL in Australia and for WM in S. Korea; and 4. Obtained approval for TEVIMBRA in S. Korea as the first approval outside of China and Europe. | | | (79)% |

  44. 2023 Annual Non-Equity Incentive Program

    | 2023 Corporate Goals | 2023 Corporate Key Achievements | Target Weighting (% Corporate Portion) | Maximum Weighting (% Corporate Portion) | Actual Achievement for 2023 (as a % of target) | | Business Maturity | Business Maturity | 5% | 7.5% | 7.5% | | | Working to build a more mature global business, with key achievements including: 1. Recruited and retained key talent, while minimizing unwanted attrition and maintaining employee engagement; 2. Identified opportunities to build financial and process efficiencies and enable lean business operations and significantly reduce non-GAAP operating loss; and 3. Achieved 100% successful Health Authority Inspections and timely and successful completion of quality training for key personnel. | | | (150)% | | TOTAL | | 100% | 150% | 130% | | | | | | (130)% |

  45. 2023 Annual Non-Equity Incentive Program

    The Compensation Committee determined actual achievement against the pre-defined company goals for 2023. Specifically, during 2023, we made significant progress on our business goals, including the events which are summarized above under “2023 Performance Highlights.” Based on our overall performance during 2023, the Compensation Committee determined that our corporate performance should be scored at 130% of target based on our Company’s extraordinary performance during the year. In determining each named executive officer’s 2023 annual cash bonus, the Compensation Committee also considered individual performance in addition to the Company’s performance. Based on the recommendation of the Compensation Committee, the Board of Directors determined that for individual performance, Mr. Oyler achieved 130% of target, Dr. Wu achieved 130% of target, Ms. Julia Wang achieved 110% of target, Dr. Lai Wang achieved 130% of target, and Chan Lee achieved 130% of target. The table below shows the target award under our 2023 incentive program as a percentage of each named executive officer’s annual base salary in 2023, the target cash award opportunity in dollars for 2023 and the actual cash bonus payments made to our named executive officers for 2023 performance, which were paid in March 2024, as well as the actual bonus payment as a percentage of the target award opportunity.

  46. 2023 Annual Non-Equity Incentive Program

    | Name | 2023 Target Award (% of Base Salary) | 2023 Target Award Opportunity (US$) | 2023 Actual Bonus Payment (US$) | 2023 Actual Bonus Payment (% of Target Award Opportunity) | | John V. Oyler | 100% | 871,000 | 1,132,300 | 130% | | Dr. Xiaobin Wu | 75% | 567,259(1) | 737,437(1) | 130% | | Julia Wang | 60%(2) | 360,000 | 450,000 | 125% | | Dr. Lai Wang | 60%(2) | 351,335(1) | 456,735(1) | 130% | | Chan Lee | 50% | 300,000 | 390,000 | 130% |

  47. 2023 Annual Non-Equity Incentive Program

    (1) Bonus payment was calculated using 2023 RMB salary which was translated into U.S. dollars based on the annual average exchange rate for RMB of ¥1.00=US$0.1415 in 2023. (2) In February 2023, the Compensation Committee approved a 10% increase for the annual cash incentive program opportunity for Julia Wang and Dr. Lai Wang for the 2023 performance period. The new target opportunity is 60% of base salary to better align with the competitive market data of the current peer group.

  48. Equity Awards

    Equity Awards Our equity award program is designed to: • reward demonstrated leadership and performance; • align our executive officers’ interests with those of our shareholders; • retain our executive officers through the term of the awards; • maintain competitive levels of executive compensation; and • motivate our executive officers for outstanding future performance. The market for qualified and talented executives in the biopharmaceutical industry, particularly in oncology and in the locations where we operate, is highly competitive, and we compete for talent with many companies that have greater resources than we do. We believe equity compensation is a crucial component of the executive compensation packages we offer because it provides upside opportunity while directly aligning delivered pay with actual shareholder return. Since 2018, our executive officers’ equity awards have been granted in the form of share options and time vested RSUs. We typically grant equity awards to each of our executive officers upon commencement of employment and annually in connection with our review of corporate and individual performance. All equity awards to our executive officers are approved by the Compensation Committee or, in the case of equity awards for our Chief Executive Officer, President, Chief Operating Officer and General Manager of China, and Chief Financial Officer, are reviewed and recommended by the Compensation Committee for approval by the Board of Directors. Other than equity awards to new hires, which are granted on the last business day of the month in which employees commence employment, equity awards are typically granted on the date of the annual general meeting of shareholders in June each year. The size of equity awards varies among our executive officers based on their positions and annual performance assessments. In addition, the Compensation Committee reviews all components of the executive’s compensation to ensure that his or her total compensation is aligned with our objectives. All share options granted to our executives have an exercise price equal to the higher of 1/13 of the closing price of our ADSs on the date of grant or 1/13 of the average closing price of our ADSs for the five business days prior to the date of grant, and the recipient will not realize any value from his or her options unless our share price increases above the exercise price. Accordingly, this portion of our executive officers’ compensation is at risk and is directly aligned with shareholder value creation. In addition, time-vested equity grants to our executive officers typically vest in equal installments over four years, which we believe provides an incentive to our executives to add value to the Company over the long term and to remain with our Company. Typically, the share options we grant to our executives have a 10-year term and vest as to 25% of the shares on the first anniversary of the grant date and then in equal monthly installments thereafter until the fourth anniversary of such date. Vesting of option grants, RSUs and PSUs to employees ceases upon termination of employment. Exercise rights on vested options typically cease three months following termination of employment, except in the case of death or disability. Prior to the exercise of an option, the holder of a share option does not have any rights as a shareholder with respect to the shares subject to that option, including voting rights or the right to receive dividends or dividend equivalents. As part of the ongoing review of our compensation strategy and practices, the Compensation Committee determines the appropriate mix of the type of equity awards, based in part on recommendations from our compensation consultant. The Compensation Committee believes that this deliberate mix of equity ensures that wealth creation remains tied to share performance (through share options) and promotes retention (through RSUs). The Compensation Committee may adjust the mix of award types or approve different award types as part of the Company’s overall compensation strategy. Awards made in connection with a new, extended or expanded employment relationship may involve a different mix of equity awards, depending on the Compensation Committee’s assessment of the total compensation package being offered. Beginning in June 2024, we will be granting PSUs as part of our equity mix for SVPs and above, with Mr. Oyler’s PSU grant being subject to shareholder approval. The PSUs will have a three-year performance period with cliff vesting, utilizing total revenue as the metric for performance. The final equity package for these employees will consist of 1/3 PSUs, 1/3 RSUs, and 1/3 options. In connection with the annual review of each executive officer’s performance, in June 2023, the Board of Directors and/or the Compensation Committee approved annual equity incentive awards for our named executive officers serving at that time. The annual equity incentive awards granted in June 2023 to our named executive officers serving at that time are set forth in the table below:

  49. Equity Awards

    | | Option Award | | | RSU Award | | | | Name | Option Award (# Ordinary Shares) | Grant Date Fair Value (US$) | Exercise Price per ordinary shares (US$) | RSU Award (# Ordinary Shares) | Grant Date Fair Value (US$) | Total Grant Date Fair Value (US$) | | John V. Oyler | 1,349,907 | 10,999,987 | 16.41 | 355,641 | 5,499,851 | 16,499,838 | | Dr. Xiaobin Wu | 760,851 | 6,199,947 | 16.41 | 200,447 | 3,099,836 | 9,299,783 | | Julia Wang | 409,058 | 3,333,291 | 16.41 | 107,770 | 1,666,622 | 4,999,913 | | Dr. Lai Wang | 507,234 | 4,133,298 | 16.41 | 133,627 | 2,066,490 | 6,199,788 | | Chan Lee | 248,950 | 2,028,619 | 16.41 | 65,585 | 1,014,247 | 3,042,866 |

  50. Equity Awards

    The standard mix for our 2023 executive equity awards was 2/3 options and 1/3 RSUs, and the 2023 annual awards to our named executive officers were granted using this mix. The equity awards granted to our named executive officers during 2023 and the grant date fair value of those awards determined in accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 718, are shown in the 2023 Grants of Plan-Based Awards table below. For the 2024 annual equity award to Mr. Oyler, the Board of Directors has approved a mix of 1/3 options, 1/3 RSUs and 1/3 PSUs grant and is being submitted for shareholder approval in this Proxy Statement. The addition of PSUs into the equity mix reflects a strong performance orientation that aligns the interests of our executive officers with our shareholders.

  51. Benefits and Other Compensation

    Benefits and Other Compensation Other compensation to our executives consists primarily of broad-based benefits that we provide to all full-time employees (which may vary based on the location of employment), including health benefits (medical, dental and vision insurance), life and disability insurance, and retirement benefits. In addition, our full-time employees in the People’s Republic of China (“PRC”), including some of our named executive officers, participate in a government mandated defined contribution plan, pursuant to which pension benefits, medical care, an employee housing fund and other welfare benefits are provided to employees. Chinese labor regulations require that our PRC subsidiaries make contributions to the government for these benefits based on percentages of the employees’ salaries. Our U.S. subsidiary maintains a 401(k) retirement plan for eligible employees (which may include full-time or part-time) in the United States, including some of our named executive officers, with an opportunity to save for retirement on a pre-tax, Roth or after-tax basis. Pursuant to the 401(k) plan, participants will be able to elect to contribute to the statutorily prescribed annual limit (which was US$22,500 in 2023), with additional contribution amounts not to exceed US$6,500 available to participants beginning in the year they become 50 years of age. Our U.S. subsidiary matched employee contributions dollar for dollar up to 5% of eligible compensation, for 2023, which includes base salary and annual bonus. Pursuant to the 2018 ESPP, our employees, including some of our named executive officers, have an opportunity to purchase our ordinary shares (including in the form of ADSs) at a discount on a U.S. tax-qualified basis through payroll deductions. The 2018 ESPP is designed to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. The purpose of the 2018 ESPP is to encourage our employees, including our named executive officers, to become our shareholders and better align their interests with those of our other shareholders. Our Chief Executive Officer is not eligible to participate in the 2018 ESPP because he owns more than 5% of our outstanding shares. We do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide perquisites to our named executive officers, except in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make him or her more efficient and effective, and for recruitment and retention purposes, as disclosed in this Proxy Statement. For example, we provide tax equalization and reimbursement for tax preparation services for some of our named executive officers due to the complexity of the international tax regime. In the future, we may provide perquisites or other personal benefits in limited circumstances. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by the Compensation Committee. Our named executive officers may be entitled to certain severance and/or change in control protections pursuant to their employment agreements, which are described below under “Employment Agreements with Our Named Executive Officers.” Our goal in providing severance and change in control benefits is to offer sufficient cash continuity protection such that our executives will focus their full time and attention on the requirements of the business rather than the potential implications for their respective position. We prefer to have certainty regarding the potential severance amounts payable to the named executive officers, rather than negotiating severance at the time that a named executive officer’s employment terminates.

  52. Base Salary

    Base Salary In February 2024, the Compensation Committee and/or the Board of Directors approved merit increases in base salary for all of our named executive officers serving at that time effective as of March 1, 2024, based upon the Company’s and individual’s performance in 2023 and, in comparison to the base salary of similar executive officers in our 2024 peer group. With respect to Mr. Oyler, our Chief Executive Officer, his annual base salary was increased from US$871,000 (the 12th percentile of our 2024 peer group at the end of 2023) to US$1,100,000 (the 25th percentile of our 2024 peer group at the end of 2023). The increase in Mr. Oyler’s base was intended to address his continued material shortfall in compensation compared to our 2024 peer group. The table below sets forth the adjustments to base salary, in dollars and as a percentage, for each of our named executive officers receiving an increase, with 2024 base salaries being at or below the 25th percentile of our current peer group for each of our named executive officers.

  53. Annual Non-Equity Incentive Compensation

    Annual Non-Equity Incentive Compensation In February 2024, the Compensation Committee approved a change to the mix for our executive equity awards from 2/3 options and 1/3 RSUs for 2023 to 1/3 PSUs, 1/3 options, and 1/3 RSUs for 2024. Beginning in June 2024, we will be granting PSUs as part of the equity mix for SVPs and above. There will be a three-year performance period with cliff vesting, utilizing revenue as the metric for performance.

  54. Delegation of Equity Granting to Our Chief Executive Officer and/or Chief Financial Officer

    Delegation of Equity Granting to Our Chief Executive Officer and/or Chief Financial Officer Currently, all of our employees, including our named executive officers, are eligible to participate in our Second Amended and Restated 2016 Share Option and Incentive Plan (as amended, the “2016 Plan”). All new full-time employees are granted share options and/or RSUs when they start employment and certain continuing employees are eligible for share option and/or RSU awards on an annual basis based on performance and upon promotions to positions of greater responsibility. The Compensation Committee has delegated to our Chief Executive Officer and/or our Chief Financial Officer, the authority to make equity awards under our 2016 Plan to new hires and in connection with promotions and with our annual incentive program, in each case other than to employees with a title of senior vice president or above or who are subject to Section 16 of the Exchange Act. The value of shares underlying share options and the value of RSUs either of them may grant to any one individual must be within a range based on job title specifically set by the Compensation Committee for these awards, and the aggregate number of shares underlying share options and the number of RSUs either of them may grant within a period must be within specified limits set by the Compensation Committee for these awards. The exercise price of share options is equal to the higher of 1/13 of the closing price of our ADSs on the Nasdaq on the date of grant and the average closing price of our ADSs over the five business days prior to the date of grant. With respect to share option awards and RSUs to new hires other than the employees with a title of senior vice president or above, our Chief Executive Officer and/or Chief Financial Officer are authorized to approve the award in connection with such hire and provide that the award is generally to be granted on the last trading day of the calendar month following the employee’s start date. With respect to share option and RSU awards made in connection with promotions other than of employees with a title of senior vice president or above, John V. Oyler or Julia Wang is authorized to approve the awards in connection with such promotion. We are required to maintain a list of share options and RSUs granted pursuant to this delegated authority and periodically report to the Compensation Committee such awards.

  55. Clawback Policy

    Clawback Policy The Compensation Committee and Board of Directors adopted our compensation recover policy on November 21, 2023 in compliance with the Nasdaq listing rules. A copy of the compensation recovery policy is filed as Exhibit 97 to our Annual Report on Form 10-K for the year ended December 31, 2023. The policy allows the Company to recover erroneously awarded incentive-based compensation tied to a financial reporting measure from executive officers and certain other employees designed by the Board of Directors or the Compensation Committee as being subject to the policy in the event the Company is required to prepare a restatement of previously issued financials due to material noncompliance with any financial reporting requirement, regardless of fault or misconduct, under securities laws. Incentive-based compensation includes any compensation that is granted, earned, or vested based on attainment of a financial reporting measures, including but not limited to stock options, restricted stock units, and performance stock units. The policy further permits the Company to recover all equity-based compensation, even that not tied to a financial reporting measure, to the extent the restatement is on account of such person’s gross negligence, willful misconduct or fraud.

  56. Summary Compensation Table

    Summary Compensation Table The following table presents information regarding the total compensation awarded to, earned by, and paid during the fiscal years ended December 31, 2023, 2022 and 2021, to each of our named executive officers.

  57. Summary Compensation Table

    | Name and Principal Position | Year | Salary (US$) | Share Awards (US$)(1) | Option Awards (US$)(1) | Non-Equity Incentive Plan Compensation (US$) | All Other Compensation (US$) | Total | | John V. Oyler, Co-Founder, Chairman and Chief Executive Officer | 2023 | 871,000 | 5,499,851 | 10,999,987 | 1,132,300(2) | 422,592(10) | 18,925,730 | | | 2022 | 800,000 | 3,999,886 | 11,999,969 | 1,120,000(6) | 127,812 | 18,047,667 | | | 2021 | 740,000 | 3,749,738 | 11,249,988 | 919,080(7) | 89,740 | 16,748,546 | | Dr. Xiaobin Wu, President, Chief Operating Officer and General Manager of China | 2023 | 756,345(3) | 3,099,836 | 6,199,947 | 737,437(2)(3) | 206,604(11) | 11,000,169 | | | 2022 | 721,642(4) | 2,249,887 | 6,749,952 | 757,724(4)(6) | 212,688 | 10,691,893 | | | 2021 | 701,637(5) | 1,999,860 | 5,999,929 | 726,194(5)(7) | 211,600 | 9,639,220 | | Julia Wang, Chief Financial Officer | 2023 | 600,000 | 1,666,622 | 3,333,291 | 450,000(2) | 16,500(8) | 6,066,413 | | | 2022 | 560,000 | 2,249,925 | 3,749,918 | 392,000(6) | 12,200 | 6,964,043 | | | 2021 | 445,000 | 735,282 | 2,206,231 | 341,538(7) | 11,600 | 3,739,651 | | Dr. Lai Wang, Global Head of Research and Development | 2023 | 585,558(3) | 2,066,490 | 4,133,298 | 456,735(2)(3) | 74,485(12) | 7,316,566 | | | 2022 | 545,979(4) | 1,499,977 | 4,499,968 | 382,185(4)(6) | 68,757 | 6,996,866 | | | 2021 | 526,228(5) | 1,374,904 | 4,124,931 | 363,097(5)(7) | 65,711 | 6,454,871 | | Chan Lee, Senior Vice President, General Counsel and Assistant Secretary | 2023 | 600,000 | 1,014,247 | 2,028,619 | 390,000(2) | 16,500(9) | 4,049,366 |

  58. Summary Compensation Table

    (1) Amounts represent the aggregate fair value on the grant date of options and RSUs granted to our named executive officers in 2023, 2022 and 2021, as applicable, computed in accordance with FASB ASC Topic 718. The assumptions used in the valuation of these awards are consistent with the valuation methodologies specified in the notes to our consolidated financial statements and discussions in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2023. The amounts above reflect our aggregate accounting expense for these awards and do not necessarily correspond to the actual value that will be recognized by the named executive officers. (2) Represents 2023 performance-based cash incentive bonuses approved by the Compensation Committee or the Board of Directors, as applicable, and paid in 2024. (3) RMB was translated into U.S. dollars based on the annual average exchange rate for RMB of ¥1.00=US$0.1415 in 2023. (4) RMB was translated into U.S. dollars based on the annual average exchange rate for RMB of ¥1.00=US$0.1490 in 2022. (5) RMB was translated into U.S. dollars based on the annual average exchange rate for RMB of ¥1.00=US$0.1550 in 2021. (6) Represents 2022 performance-based cash incentive bonuses approved by the Compensation Committee or the Board of Directors, as applicable, and paid in 2023. (7) Represents 2021 performance-based cash incentive bonuses approved by the Compensation Committee or the Board of Directors, as applicable, and paid in 2022. (8) Amount reflects matching contributions under our 401(k) plan in the amount of US$16,500 for Julia Wang. Amount reflects matching contributions under our 401(k) plan in the amount of US$16,500 for Chan Lee. Consists of US$68,681 in employer-paid health insurance premiums and an executive physical. These premiums consist of China medical coverage and global travel medical coverage due to the international nature of his role. In addition, there was US$47,014 in tax preparation and advisory services and US$56,070 for automobile benefits. Automobile benefits include car rental, driver, and car use related costs. Also includes Hart-Scott Rodino filing fee reimbursement of US$125,000 and US$125,827 in gross up for taxes associated with such filing fee requirement. (11) Consists of US$11,044 in employer-paid health insurance premiums, US$5,094 housing allowance, US$5,502 for tax advisory services, and US$184,964 attributable to automobile benefits. Automobile benefits include car rental, driver, car use related costs and an auto allowance. Consists of US$12,271 in employer-paid health insurance premiums, US$5,094 in housing allowance, and US$57,120 attributable to automobile benefits. Automobile benefits include car rental, driver and car use related costs.

  59. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table presents information regarding grants of plan-based awards during the fiscal year ended December 31, 2023, to each of our named executive officers.

  60. Grants of Plan-Based Awards

    | Name | | Estimated Future Payouts under Non-Equity Incentive Plan Awards(1) | | All Other Share Awards: Number of Shares or Units (#Ordinary Shares)(2) | All Other Option Awards: Number of Securities Underlying Options (#Ordinary Shares)(3) | Exercise or Base Price of Shares and Option Awards (US$/Share)(4) | Grant Date Fair Value of Share and Option Awards (US$)(5) | | | Grant Date | Target (US$) | Maximum (US$) | | | | | | John V. Oyler | | 871,000 | 1,415,375 | | | | | | | 6/15/2023 | | | 355,641 | | | 5,499,851 | | | 6/15/2023 | | | | 1,349,907 | 16.41 | 10,999,987 | | Dr. Xiaobin Wu | | 567,259(6) | 921,796(6) | | | | | | | 6/15/2023 | | | 200,447 | | | 3,099,836 | | | 6/15/2023 | | | | 760,851 | 16.41 | 6,199,947 | | Julia Wang | | 360,000 | 585,000 | | | | | | | 6/15/2023 | | | 107,770 | | | 1,666,622 | | | 6/15/2023 | | | | 409,058 | 16.41 | 3,333,291 | | Dr. Lai Wang | | 351,335(6) | 570,919(6) | | | | | | | 6/15/2023 | | | 133,627 | | | 2,066,490 | | | 6/15/2023 | | | | 507,234 | 16.41 | 4,133,298 | | Chan Lee | | 275,000 | 446,875 | | | | | | | 6/22/2022 | | | 65,585 | | | 1,014,247 | | | 6/22/2022 | | | | 248,950 | 16.41 | 2,028,619 |

  61. Grants of Plan-Based Awards

    (1) Non-equity incentive plan awards consist of performance-based cash bonuses earned based upon achievement of pre-determined performance criteria during fiscal year 2023. The 2023 cash incentive bonus determinations are described in more detail above under the heading “2023 Annual Non-Equity Incentive Program.” The Company’s bonus program does not have any threshold level. (2) RSUs are subject to the time-based vesting schedule established by the Board of Directors or the Compensation Committee, as applicable, as described in the footnotes to the Outstanding Equity Awards at December 31, 2023 table below. (3) Share options are subject to a time-based vesting schedule established by the Board of Directors or the Compensation Committee, as applicable, as described in the footnotes to the Outstanding Equity Awards at December 31, 2023 table below. (4) The exercise price of these share options is equal to the higher of (a) 1/13 of the closing price of our ADSs on the Nasdaq on the grant date and (b) 1/13 of the average closing price of our ADSs over the five business days prior to the grant date. (5) Amounts represent the aggregate fair value on the grant date of option awards and RSUs granted to our named executive officers in 2023 computed in accordance with FASB ASC Topic 718. The assumptions used in the valuation of these awards are consistent with the valuation methodologies specified in the notes to our consolidated financial statements and discussions in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2023. The amounts above reflect our aggregate accounting expense for these awards and do not necessarily correspond to the actual value that will be recognized by the named executive officers. Bonus calculations utilize RMB salaries that are translated into U.S. dollars based on the annual average exchange rate for RMB of ¥1.00=US$0.1415 in 2023.

  62. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023 The following table summarizes, for each of our named executive officers, the number of ordinary shares underlying outstanding options and RSUs held as of December 31, 2023.

  63. Outstanding Equity Awards at December 31, 2023

    | | Option Awards(1) | | | | | Stock Awards(2) | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#Ordinary Shares) Exercisable | Number of Securities Underlying Unexercised Options (#Ordinary Shares) Unexercisable | Option Exercise Price (US$) | Option Expiration Date | Number of Shares That Have Not Vested (#Ordinary Shares) | Market Value of Shares or Units of Stock That Have Not Vested (US$)(3) | | John V. Oyler | 7/19/2015 | 11,400,500 | — | 0.50 | 7/19/2025 | | | | | 7/13/2016 | 2,047,500 | — | 2.84 | 11/15/2026 | | | | | 6/30/2017 | 934,999 | — | 7.70 | 9/26/2027 | | | | | 4/30/2018 | 996,801 | — | 13.04 | 4/29/2028 | | | | | 6/26/2018 | 1,310,088 | — | 12.34 | 6/25/2028 | | | | | 6/5/2019 | 2,193,282 | — | 9.23 | 6/4/2029 | | | | | 6/17/2020 | 1,593,904 | 228,072 | 13.42 | 6/16/2030 | | | | | 6/16/2021 | 566,722 | 340,184 | 26.53 | 6/15/2031 | | | | | 6/16/2021 | | | | | 73,138 | 1,014,705 | | | 6/22/2022 | 707,863 | 1,179,815 | 11.98 | 6/21/2032 | | | | | 6/22/2022 | | | | | 250,510 | 3,475,537 | | | 6/15/2023 | — | 1,349,907 | 16.41 | 6/14/2033 | | | | | 6/15/2023 | | | | | 355,641 | 4,934,109 | | Dr. Xiaobin Wu | 4/30/2018 | 766,957 | — | 13.04 | 4/29/2028 | | | | | 6/5/2019 | 797,550 | — | 9.23 | 6/4/2029 | | | | | 6/17/2020 | 661,882 | 94,939 | 13.42 | 6/16/2030 | | | | | 6/17/2020 | | | | | 33,566 | 465,690 | | | 6/16/2021 | 302,263 | 181,415 | 26.53 | 6/15/2031 | | | | | 6/16/2021 | | | | | 39,000 | 541,080 | | | 6/22/2022 | 398,125 | 663,689 | 11.98 | 6/21/2032 | | | | | 6/22/2022 | | | | | 140,907 | 1,954,922 | | | 6/15/2023 | — | 760,851 | 16.41 | 6/14/2033 | | | | | 6/15/2023 | | | | | 200,447 | 2,780,971 |

  64. Outstanding Equity Awards at December 31, 2023

    | | Option Awards(1) | | | | | Stock Awards(2) | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#Ordinary Shares) Exercisable | Number of Securities Underlying Unexercised Options (#Ordinary Shares) Unexercisable | Option Exercise Price (US$) | Option Expiration Date | Number of Shares That Have Not Vested (#Ordinary Shares) | Market Value of Shares or Units of Stock That Have Not Vested (US$)(3) | | Julia Wang | 6/30/2020 | 91,312 | 13,442 | 14.66 | | | | | | 6/30/2020 | | | | | 13,819 | 191,723 | | | 6/16/2021 | 111,150 | 66,703 | 26.53 | | | | | | 6/16/2021 | | | | | 14,352 | 199,117 | | | 2/28/2022 | | | | | 46,319 | 642,623 | | | 6/22/2022 | 221,182 | 368,706 | 11.98 | 6/21/2032 | | | | | 6/22/2022 | | | | | 78,286 | 1,086,128 | | | 6/15/2023 | — | 409,058 | 16.41 | 6/14/2033 | | | | | 6/15/2023 | | | | | 107,770 | 1,495,184 | | Dr. Lai Wang | 6/26/2018 | 364,208 | — | 12.34 | 6/25/2028 | | | | | 6/5/2019 | 558,285 | — | 9.23 | 6/4/2029 | | | | | 6/17/2020 | 459,771 | 65,793 | 13.42 | 6/16/2030 | | | | | 6/17/2020 | | | | | 23,309 | 323,385 | | | 6/16/2021 | 207,610 | 124,917 | 26.53 | 6/15/2031 | | | | | 6/16/2021 | | | | | 26,819 | 372,083 | | | 6/22/2022 | 265,421 | 442,455 | 11.98 | 6/21/2032 | | | | | 6/22/2022 | | | | | 93,951 | 1,303,462 | | | 6/15/2023 | — | 507,234 | 16.41 | 6/14/2033 | | | | | 6/15/2023 | | | | | 133,627 | 1,853,920 | | Chan Lee | 7/29/2022 | | | | | | | | | 8/5/2022 | 66,859 | 122,070 | 14.96 | 8/4/2032 | | | | | 6/15/2023 | — | 248,950 | 16.41 | 6/14/2033 | 65,585 | 909,916 | | | 6/15/2023 | | — | | | | |

  65. Outstanding Equity Awards at December 31, 2023

    (1) 25% of the ordinary shares subject to each option become exercisable on the first anniversary of the vesting commencement date, and the balance become exercisable in 36 successive equal monthly installments thereafter, subject to continued employment. The exercisability of each option will be accelerated upon a change in control and/or certain qualifying termination events, provided that Dr. Wang’s options are not subject to accelerated vesting. 25% of the ordinary shares subject to this RSU award vest on each anniversary of the vesting commencement date, subject to continued service. Unvested RSUs are subject to accelerated vesting upon a change in control and/or certain qualifying termination events, provided that Dr. Wang’s options are not subject to accelerated vesting. Represents the market value of outstanding RSUs as of December 29, 2023, based on a price of US$13.87 per ordinary share, which was the closing price of the Company’s ADSs on the Nasdaq on December 29, 2023, the last business day of 2023, of US$180.36, divided by 13 (i.e., on an as-converted to ordinary share basis).

  66. Estimated Payments and Benefits Upon Termination or Change of Control

    Estimated Payments and Benefits Upon Termination or Change of Control The amount of compensation and benefits payable to each of our named executive officers who were employed on December 31, 2023, in various termination and change in control situations has been estimated in the tables below. The value of the equity vesting acceleration was calculated in each of the tables below based on the assumption that the change in control and executive’s employment termination occurred on December 29, 2023, the last business day of the fiscal year ended December 31, 2023. The closing price of the Company’s ADSs on the Nasdaq as of December 29, 2023, the last trading day of 2023, was US$180.36. A price of US$13.87 per ordinary share, which was the ADS closing price divided by 13 (i.e., on an as converted to ordinary share basis), was used as the value of the Company’s ordinary shares in the change in control or the employment termination calculations. The value of the option vesting acceleration was calculated by multiplying the number of unvested option shares subject to vesting acceleration as of December 29, 2023, by the difference between the closing price of the Company’s ordinary shares as of December 29, 2023, and the exercise price for such unvested option shares. The value of restricted share or RSU vesting acceleration was calculated by multiplying the number of unvested RSUs subject to vesting acceleration as of December 29, 2023, by the closing price of the Company’s ordinary shares as of December 29, 2023.

  67. Mr. John V. Oyler

    | Executive Benefits and Payment upon Termination | Voluntary Resignation For Good Reason or Termination by Company without Cause (US$) | Change in Control (US$) | Termination by Company without Cause or Voluntary Resignation for Good Reason Following Change in Control (US$) | | Compensation: | | | | | Base salary | 1,451,667(1) | — | 1,742,000(7) | | Cash incentive bonus | 891,000(2) | — | 891,000(2) | | Share options unvested and accelerated | 1,593,020(3) | 2,337,898(5) | 2,337,898(5) | | RSU awards unvested and accelerated | 5,798,574(4) | 9,424,351(6) | 9,424,351(6) | | Total | 9,734,261 | 11,762,249 | 14,395,249 |

  68. Dr. Xiaobin Wu

    | Executive Benefits and Payment upon Termination | Voluntary Resignation For Good Reason or Termination by Company without Cause (US$) | Termination by Company without Cause or Voluntary Resignation for Good Reason Following Change in Control (US$) | | Compensation: | | | | Base salary | 1,134,518(1) | 1,134,518(1) | | Cash incentive bonus | — | — | | Share options unvested and accelerated | — | 1,300,013(3) | | RSU awards unvested and accelerated | — | 5,742,662(4) | | Healthcare benefits | 16,856(2) | 16,856(2) | | Total | 1,151,374 | 8,194,049 |

  69. Julia Wang

    | Executive Benefits and Payment upon Termination | Voluntary Resignation For Good Reason or Termination by Company without Cause (US$) | Termination by Company without Cause or Voluntary Resignation for Good Reason Following Change in Control (US$) | | Compensation: | | | | Base salary | 600,000(1) | 600,000(1) | | Cash incentive bonus | — | — | | Share options unvested and accelerated | 0(2) | 698,272(4) | | RSU awards unvested and accelerated | 191,723(3) | 3,641,775(5) | | Healthcare benefits | 736(6) | 736(6) | | Total | 792,459 | 4,913,783 |

  70. Chan Lee

    | Executive Benefits and Payment upon Termination | Voluntary Resignation For Good Reason or Termination by Company without Cause (US$) | Termination by Company without Cause or Voluntary Resignation for Good Reason Following Change in Control (US$) | | Compensation: | | | | Base salary | 600,000(1) | 600,000(1) | | Cash incentive bonus | — | — | | Share options unvested and accelerated | 0(2) | 0(4) | | RSU awards unvested and accelerated | 402,383(3) | 2,117,066(5) | | Healthcare benefits | 32,998(6) | 32,998(6) | | Total | 1,035,381 | 2,750,064 |

  71. CEO Pay Ratio

    CEO Pay Ratio Under rules adopted pursuant to the Dodd-Frank Act, we are required to calculate and disclose the total compensation paid to our median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our Chief Executive Officer (the “CEO Pay Ratio”). The paragraphs that follow describe our methodology and the resulting CEO Pay Ratio.

  72. Methodology and Pay Ratio

    Methodology and Pay Ratio After applying our CACM methodology, we identified the median employee. Once the median employee was identified, we calculated the median employee’s annual target total direct compensation in accordance with the requirements of the Summary Compensation Table. Our median employee compensation in 2023 as calculated using Summary Compensation Table requirements was US$77,568. Our Chief Executive Officer’s compensation in 2023 as reported in the Summary Compensation Table was US$18,925,730. Therefore, our CEO Pay Ratio for 2023 is approximately 244:1. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with the SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the Compensation Committee nor management of the Company used the CEO Pay Ratio measure in making compensation decisions.

  73. Pay Versus Performance Comparison

    Pay Versus Performance Comparison As discussed in the Compensation Discussion and Analysis above, our Compensation Committee has implemented an executive compensation program designed to link a substantial portion of our named executive officers’ realized compensation to the achievement of BeiGene’s financial, operational, and strategic objectives, and to align our executive pay with changes in the value of our shareholders’ investments. Pursuant to SEC rules, the Pay Versus Performance table set forth directly below is required to include “Compensation Actually Paid” to the CEO and the average “Compensation Actually Paid” to the non-CEO NEOs. “Compensation Actually Paid” is an SEC defined term that represents a calculation of compensation that differs significantly from both the compensation paid to the executive during the year, as well as the Summary Compensation Table calculation of compensation, as described in footnote 2 of the below table. For example, the “Compensation Actually Paid” calculation for a given year includes the change in fair value of multiple years of equity grants that are outstanding and unvested during the year, or which vested during the year, whereas the Summary Compensation Table calculation includes only the fair value of equity awards granted during the year. Furthermore, the equity included in the “Compensation Actually Paid to CEO” column includes equity granted to our CEO which was granted in 2015, prior to the Company’s initial public offering. This difference result in a “Compensation Actually Paid” calculation that is significantly impacted by changes in stock price and may be higher or lower than the corresponding Summary Compensation Table calculation. The following table sets forth such compensation information for our named executive officers calculated in accordance with SEC regulations, for fiscal years 2023, 2022, 2021 and 2020.

  74. Pay Versus Performance Comparison

    | Year | Summary Compensation Table Total for CEO ($)(1) | Compensation Actually Paid to CEO ($)(2) | Average Summary Compensation Table Total for Non-CEO NEOs ($)(3) | Average Compensation Actually Paid to Non-CEO NEOs ($)(2)(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) ($) | China Net Revenue ($)(5) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(4) | | | | 2023 | 18,925,730 | 11,431,433 | 7,108,129 | 6,652,989 | 109 | 115 | (881,708,000) | 1,101,951,000 | | 2022 | 18,047,667 | 11,216,389 | 6,355,270 | 3,367,166 | 133 | 111 | (2,003,815,000)) | 840,032,000 | | 2021 | 16,748,546 | 22,876,853 | 5,143,513 | 5,761,306 | 163 | 125 | (1,457,816,000)) | 517,104,000 | | 2020 | 14,409,330 | 40,749,054 | 5,178,425 | 15,276,116 | 156 | 126 | (1,624,974,000) | 290,646,000 |

  75. Pay Versus Performance Comparison

    (1) The dollar amounts reported are the amounts of total compensation reported for our Chief Executive Officer, John V. Oyler, in the Summary Compensation Table for fiscal years 2023, 2022, 2021 and 2020. John V. Oyler served as Chief Executive Officer for each of the years presented. (2) The dollar amounts reported represent the amount of “Compensation Actually Paid”, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amounts of compensation paid to our Chief Executive Officer or other named executive officers during the applicable year, but also include (i) the year-end value of equity awards granted during the reported year and (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested or were forfeited, or through the end of the reported fiscal year. (3) For 2023, reflects compensation information for our named executive officers, other than our Chief Executive Officer, as described in the Compensation Discussion and Analysis portion of this proxy statement. For 2022, reflects compensation information for Xiaobin Wu, Julia Wang, Lai Wang and Jane Huang. For 2021, reflects compensation information for Xiaobin Wu, Julia Wang, Lai Wang, Jane Huang and Howard Liang. For 2020, reflects compensation information for Xiaobin Wu, Jane Huang and Howard Liang. (4) Reflects cumulative total shareholder return of the Nasdaq Biotechnology Index, as of December 31, 2023, weighted according to the constituent companies’ market capitalization at the beginning of each period for which a return is indicated. The Nasdaq Biotechnology Index is the peer group used by the Company for purposes of Item 201(e) of Regulation S-K under the Exchange Act in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The Company has identified China Net Revenue as the company-selected financial measure for the pay versus performance disclosure, as it represents the most important financial performance measure used to link “Compensation Actually Paid” to the executive officers in 2023 to the Company’s performance. To calculate the amounts in the “Compensation Actually Paid to CEO” column in the table above, the following amounts were deducted from and added to (as applicable) our CEO’s “Total” compensation as reported in the Summary Compensation Table:

  76. Pay Versus Performance Comparison

    | | 2023($) | 2022($) | 2021($) | 2020($) | | Summary Compensation Table Values | 18,925,730 | 18,047,667 | 16,748,546 | 14,409,330 | | Adjustments | | | | | | Deduction for grant date fair value amounts reported under “Share Awards” column in the Summary Compensation Table | (5,499,851) | (3,999,886) | (3,749,738) | — | | Deduction for grant date fair value amounts reported under “Option Awards” column in the Summary Compensation Table | (10,999,987) | (11,999,969) | (11,249,988) | (12,999,981) | | Year-over-Year change in the fair value of the Share Awards and Option Awards | 9,005,541 | 9,168,577 | 21,128,033 | 39,339,705 | | As of year-end for share awards granted during the year | 4,934,109 | 5,650,918 | 3,047,963 | — | | Year-over-year increase (decrease) of unvested share awards granted in prior years | (3,016,530) | (5,169,361) | (6,167,656) | (437,376) | | Increase (decrease) from prior fiscal year – end for share awards that vested during the year | 1,757,090 | 2,790,149 | 8,513,109 | 4,262,798 | | Decrease in fair value of share awards forfeited during the year | — | — | — | — | | As of year-end for option awards granted during the year | 8,881,173 | 19,018,564 | 8,085,256 | 21,214,314 | | Year-over-year increase (decrease) of unvested option awards granted in prior years | (15,862,437) | (22,568,170) | (22,321,474) | (18,976,117) | | Increase (decrease) from prior fiscal year – end for option awards that vested during the year | 12,312,136 | 9,446,478 | 29,970,835 | 33,276,085 | | Decrease in fair value of option awards forfeited during the year | — | — | — | — | | “Compensation Actually Paid” as defined by SEC rules | 11,431,433 | 11,216,389 | 22,876,853 | 40,749,054 |

  77. Pay Versus Performance Comparison

    To calculate the amounts in the “Average Compensation Actually Paid to Non-CEO NEOs” column in the table above, the following amounts were deducted from and added to (as applicable) the average of the “Total” compensation of our non-CEO named executive officers for each applicable year as reported in the Summary Compensation Table:

  78. Pay Versus Performance Comparison

    | | 2023($) | 2022($) | 2021($) | 2020($) | | Average Summary Compensation Table Values | 7,108,129 | 6,355,270 | 5,143,513 | 5,178,425 | | Adjustments | | | | | | Deduction for average grant date fair value of amounts reported to Non-CEO NEOs under “Share Awards” column in the Summary Compensation Table | (1,961,799) | (1,530,694) | (1,301,952) | (1,066,581) | | Deduction for average grant date fair value of amounts reported to Non-CEO NEOs under “Option Awards” column in the Summary Compensation Table | (3,923,789) | (3,878,829) | (2,962,605) | (3,199,969) | | Year-over-Year change in the average fair value of the Share Awards and Option Awards | 5,430,448 | 2,421,419 | 4,882,350 | 14,364,241 | | As of year-end for share awards granted during the year | 1,759,998 | 2,027,077 | 773,830 | 1,579,969 | | Year-over-year increase (decrease) of unvested share awards granted in prior years | (1,396,018) | (3,171,371) | (1,711,290) | 1,084,830 | | Increase (decrease) from prior fiscal year – end for share awards that vested during the year | 2,656,725 | 1,518,326 | 3,166,184 | 1,653,429 | | Decrease in fair value of share awards forfeited during the year | — | (307,302) | (369,601) | — | | As of year-end for option awards granted during the year | 3,167,990 | 5,943,252 | 2,052,737 | 5,221,946 | | Year-over-year increase (decrease) of unvested option awards granted in prior years | (3,948,214) | (4,561,808) | (4,842,349) | (2,274,007) | | Increase (decrease) from prior fiscal year – end for option awards that vested during the year | 3,189,968 | 1,981,811 | 7,018,416 | 7,098,075 | | Decrease in fair value of option awards forfeited during the year | — | (1,008,565) | (1,205,576) | — | | Average “Compensation Actually Paid” as defined by SEC rules | 6,652,989 | 3,367,166 | 5,761,306 | 15,276,116 |

  79. Pay Versus Performance Comparison

    Equity Valuations: Stock option grant date fair values are calculated based on the binomial/lattice method option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. Restricted share unit grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of year-end and as of each date of vest.

  80. Director Compensation — 2023

    Director Compensation — 2023 The following table sets forth a summary of the compensation we paid to our directors during 2023. Mr. Oyler, our Co-Founder, Chairman and Chief Executive Officer, receives no compensation for his service as a director and, consequently, his compensation is not included in this table but is presented above in “Summary Compensation Table.” Dr. Xiaodong Wang, our Co-Founder and Chair of our Scientific Advisory Board, also receives no compensation for his service as a director but receives compensation as a consultant, which is reflected in the table below. Dr. Wang’s consulting services include leading the Scientific Advisory Board and providing short- and long-term strategic advice to our Company in his areas of expertise, participating in our leadership team meetings from time to time, and interacting with our key stakeholders on behalf of the Company. Through these and other contributions, Dr. Wang has helped us make significant progress on our research, development and business goals. For example, during 2023, Dr. Wang: • Provided strategic advice to our CEO, COO and other senior management team in the significant expansion of our global operations and commercial portfolio; • Provided strategic consultation on key regulatory filings; • Attended meetings of our research team and provided strategic direction on critical projects that help advance our discovery efforts and new product pipeline; • Provided strategic direction to assist in the continued development of our commercial-stage manufacturing and clinical R&D campus in Hopewell, New Jersey; and • Assisted in the identification and progression of several business development opportunities and engaged in several investor meetings, serving as the Company’s key spokesperson on research and product pipeline. We believe that Dr. Wang’s international stature in the scientific and biotechnology communities provides us with significant intangible benefits and access to key stakeholders in our industry. His scientific expertise and knowledge of oncology research and development are highly valuable to our Company, and his compensation is set to be in line with his major contributions to our Company that go far beyond his responsibilities and time commitment as a non-employee director.

  81. Director Compensation — 2023

    | Name(1) | Fees Earned or Paid in Cash (US$) | Stock Awards (US$)(2) | Option Awards (US$)(2) | All Other Compensation (US$) | Total (US$) | | Dr. Margaret Dugan | 110,750 | 199,834 | 199,963 | — | 510,547 | | Donald W. Glazer | 81,000 | 199,834 | 199,963 | — | 480,797 | | Michael Goller | 82,125 | 199,834 | 199,963 | — | 481,922 | | Anthony C. Hooper | 113,356 | 199,834 | 199,963 | — | 513,153 | | Ranjeev Krishana | 87,250 | 199,834 | 199,963 | — | 487,047 | | Thomas Malley | 100,769 | 199,834 | 199,963 | — | 500,566 | | Dr. Alessandro Riva | 91,875 | 199,834 | 199,963 | — | 491,672 | | Dr. Corsee Sanders | 101,750 | 199,834 | 199,963 | — | 501,547 | | Dr. Xiaodong Wang(3) | — | — | — | 4,416,888 | 4,416,888 | | Qingqing Yi | 87,250 | 199,834 | 199,963 | — | 487,047 |

  82. Director Compensation — 2023

    (1) The total number of ordinary shares subject to options outstanding as of December 31, 2023 for each of the independent directors was: Dr. Dugan: 84,201, Mr. Glazer: 406,536, Mr. Goller: 406,536, Mr. Hooper: 146,471, Mr. Krishana: 406,536, Mr. Malley: 929,284, Dr. Riva: 84,201, Dr. Sanders: 106,600 and Mr. Yi: 406,536. As of December 31, 2023, the number of ordinary shares subject to outstanding RSUs for each of the independent directors, except Messrs. Glazer and Hooper, was 12,922. The number of ordinary shares subject to outstanding RSUs for each of Messrs. Glazer and Hooper was 29,614. (2) Amounts represent the aggregate grant date fair value, including any incremental fair value, of options and RSUs granted to our directors in 2023 computed in accordance with FASB ASC Topic 718. The assumptions used in the valuation of these awards are consistent with the valuation methodologies specified in the notes to our consolidated financial statements and discussions in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2023. The amounts above reflect our aggregate accounting expense for these awards and do not necessarily correspond to the actual value that will be recognized by the directors. Dr. Wang did not receive any compensation as a director. The compensation received by Dr. Wang as a consultant during 2023 consisted of (i) US$100,000 in consulting fees, (ii) US$150,000 as a performance-based cash bonus for 2023 paid in 2024, (iii) payment for Hart-Scott Rodino (HSR) filing, which reflects a total payment of US$166,937 (US$100,000 for the filing and US$66,937 reflects the gross up for taxes), (iv) an option to purchase 327,249 ordinary shares with a grant date fair value of US$2,666,654, and (v) an award of RSUs for 86,216 ordinary shares with a grant date fair value of US$1,333,297. As of December 31, 2023, the total number of ordinary shares subject to options held by Dr. Wang was 9,667,945 and subject to unvested RSUs held by Dr. Wang was 168,350 shares. See “Certain Relationships and Related-Party Transactions” for additional information.