DEF 14A of Gyre Therapeutics, Inc.
Filed Apr 29, 2024 · FY20230001140361-24-022721
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS In accordance with our Certificate of Incorporation and Amended and Restated Bylaws (the “Bylaws”), the Board has fixed the number of directors constituting the Board at eight. At the Annual Meeting, the stockholders will vote to elect the three Class III director nominees named in this Proxy Statement to serve until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until their earlier resignation or removal. Our Board has nominated Thomas Eastling, Renate Parry, Ph.D. and Rodney Nussbaum for election to our Board. Mr. Eastling was appointed to the Board in December 2022 in accordance with the certain Asset Purchase Agreement, dated as of December 26, 2022, by and among the Company, GNI Japan and GNI Hong Kong. Dr. Parry was appointed to the Board in October 2023 in accordance with the Business Combination Agreement. Mr. Nussbaum was appointment to the Board in March 2024 and was initially identified for a position on our Board by other members of our Board. Our director nominees have indicated that they are willing and able to serve as directors. However, if any of them becomes unable or, for good cause, unwilling to serve, proxies may be voted for the election of such other person as shall be designated by our Board, or the Board may decrease the size of the Board.
Information Regarding Director Nominees and Continuing Directors
Information Regarding Director Nominees and Continuing Directors Our Board is divided into three classes, with members of each class holding office for staggered three-year terms. There are currently three Class I directors, whose terms expire at the 2025 Annual Meeting of Stockholders; two Class II directors, whose terms expire at the 2026 Annual Meeting of Stockholders; and three Class III directors, who are up for election at this meeting for a term expiring at the 2027 Annual Meeting of Stockholders. Biographical and other information regarding our director nominees and directors continuing in office, including the primary skills and experiences considered by our Nominating and Corporate Governance Committee (the “Nominating Committee”) in determining to recommend them as nominees, is set forth below.
Information Regarding Director Nominees and Continuing Directors
| Name | Class | Age (as of April 29) | Position | | Gordon Carmichael, Ph.D.(1)(3) | I | 75 | Independent Director | | Songjiang Ma | I | 68 | President and Director | | Ying Luo, Ph.D.(1) | I | 58 | Chairman of the Board | | Nassim Usman, Ph.D.(2)(3) | II | 64 | Independent Director | | Han Ying, Ph.D. | II | 59 | Chief Executive Officer and Director | | Thomas Eastling(1) | III | 64 | Director | | Renate Parry, Ph.D.(2)(3) | III | 61 | Independent Director | | Rodney Nussbaum(2) | III | 68 | Independent Director |
Information Regarding Director Nominees and Continuing Directors
| (1) Member of the Nominating Committee |
Information Regarding Director Nominees and Continuing Directors
| (2) Member of the Audit Committee |
Information Regarding Director Nominees and Continuing Directors
| (3) Member of the Compensation Committee |
Class I Directors Continuing in Office
Class I Directors Continuing in Office Gordon G. Carmichael, Ph.D. Dr. Carmichael has served as a director of the Company since October 2023. Since 2017, he has served as a director of the Connecticut Cell and Genome Engineering Core Facility. Dr. Carmichael has been a Professor of Genetics and Genome Sciences at the University of Connecticut Health Center in Farmington, Connecticut since 2003. His research focuses on the molecular signals which control the expression and function of RNA molecules. In 2018, he was elected to the Connecticut Academy of Science and Engineering. Dr. Carmichael served on National Institutes of Health review panels from 2017 to 2018, and, in 2023, as a member of the R35 Review Panel. Since 2017, he has been on the Editorial Board of the journals Biomolecules and Frontiers in Genetics and was an Associate Editor of WIREs RNA, a scientific journal, from 2010 to 2018. He was a postdoctoral fellow in virology at the Swiss Institute for Experimental Cancer Research and at Harvard Medical School and was named as a fellow of the Jane Coffin Childs Memorial Fund for Medical Research. Dr. Carmichael was also a research fellow and assistant professor in pathology at Harvard Medical School from 1977 to 1982. He holds a B.S. in physics from Duke University, and a Ph.D. in biophysics from Harvard University. His Ph.D. research was carried out in the lab of Nobel Laureates James Watson and Walter Gilbert. We believe that Dr. Carmichael is qualified to serve on our Board due to his extensive and high-level experience with biomolecular research which, along with his academic expertise, provides the Board with a valuable perspective and important insight. Songjiang Ma. Mr. Ma has served as the President and a director of the Company since October 2023. Mr. Ma has served as an executive director of our majority, indirectly owned subsidiary, Beijing Continent Pharmaceuticals Co., Ltd. (d/b/a Gyre Pharmaceuticals Co., Ltd.) (“Gyre Pharmaceuticals”), since January 2022 and as Honorary Chairman since April 2023. Prior to being re-designated as an executive director, Mr. Ma served as a director of Gyre Pharmaceuticals from June 2006. Mr. Ma has over 25 years of experience in the pharmaceutical industry. Mr. Ma founded Kangdini Factory, one of the founding shareholders of Gyre Pharmaceuticals, in June 1996, and acted as its general manager from June 1996 to March 2006, and then as the supervisor since March 2006. After the incorporation of Gyre Pharmaceuticals in June 2002, he served as the vice president of Gyre Pharmaceuticals from June 2002 to July 2011 and then as the general manager since July 2011. Prior to founding Kangdini Factory, Mr. Ma served as the general manager of Beijing Pan-continental Medical Limited. Mr. Ma graduated from Beijing University of Posts and Telecommunication (formerly known as Beijing College of Posts and Telecommunication) in the People’s Republic of China (“PRC”) in August 1978, majoring in radio technology and short-wave communication. He further obtained his master’s degree in engineering from China Electric Power Research Institute (formerly known as Electric Power Research Institute) in the PRC in September 1983. We believe Mr. Ma is qualified to serve on our Board due to his over 20 years of experience in the pharmaceutical industry and as a director, general manager and supervisor of Gyre Pharmaceuticals. Ying Luo, Ph.D. Dr. Luo has served as a director of the Company since October 2023 and served as a member of the board of directors of Catalyst Biosciences, Inc. (“Catalyst”) from December 2022 until the Business Combination Closing. He has also served as a director, representative executive officer, president and chief executive officer of GNI Japan since 2007, Chief Executive Officer of Shanghai Genomics from 2001 to 2021, chairman of the board of Gyre Pharmaceuticals since 2011, a member of the board of directors of GNI Hong Kong since 2013 and chairman of the board of directors and Chief Executive Officer of Cullgen Inc. (“Cullgen”), a biotechnology company, since 2018. Dr. Luo has also served as a director of the board and President of GNI USA since 2015 and a director of Berkeley Advanced Biomaterials LLC since 2017. Dr. Luo had been a postdoctoral fellow at the University of California at San Francisco studying HIV gene regulation from 1991 to 1992, a scientist at Aviron Company from 1992 to 1993, a scientist at Clontech Laboratories from 1993 to 1997 and senior scientist/director/senior director of genomics and target discovery of Rigel Inc. from 1997 to 2000, where he led research in the field of protein-protein interactions in cancer and inflammation signaling pathways. In his career, Dr. Luo has authored more than 37 research publications. Dr. Luo completed his undergraduate education at Peking Union Medical College (Peking University’s Premedicine) from 1982 to 1986 and received his doctorate in biomedical sciences from the University of Connecticut Health Center in 1991. We believe Dr. Luo is qualified to serve on our Board because of his scientific expertise from his extensive experience in research and development at biotechnology companies, as well as his experience as an executive and director of public and private companies in the life sciences industry.
Class II Directors Continuing in Office
Class II Directors Continuing in Office Nassim Usman, Ph.D. Dr. Usman has served as a director of the Company since October 2023 and served as President and Chief Executive Officer and a member of the board of directors of Catalyst from August 2015 until the Business Combination Closing. He previously served as Chief Executive Officer and a member of the board of directors of Catalyst Bio, Inc. (“Catalyst Bio”) from February 2006 until the completion of the merger of Catalyst Bio and Catalyst (formerly known as Targacept, Inc.) in August 2015. Dr. Usman is currently President and Chief Executive Officer of Totus Medicines, an advisor to two private biotechnology companies and is a Venture Partner at Morgenthaler Ventures. Prior to joining Morgenthaler in 2005, he was Senior Vice President and Chief Operating Officer at Sirna Therapeutics Inc., which was subsequently acquired by Merck, from 2004 to 2005 and held various research and development positions at both Sirna and Ribozyme Pharmaceuticals, including Vice President of research and development and Chief Scientific Officer, from 1992 to 2004. During his industrial career, Dr. Usman has overseen the entry of several drugs into clinical development, completion of multiple licensing deals with pharmaceutical and biotechnology companies and raised capital in both private and public financings. Prior to moving into the private sector in 1992, Dr. Usman was an NIH Fogarty and NSERC Postdoctoral Fellow and Scientist in the Departments of Biology and Chemistry at the Massachusetts Institute of Technology from 1987 to 1992. He has authored more than 70 scientific articles and is the named inventor in 130 issued patents and patent applications. Dr. Usman is a past director of Mosaic Biosciences, Principia Biopharma, Osprey Pharmaceuticals, Archemix Corporation and atugen AG (now Silence Therapeutics) and served on the science advisory boards of RXi Pharmaceuticals and Noxxon Pharma AG. He received his B.Sc. (Honours) and Ph.D. in organic chemistry from McGill University. In his doctoral dissertation, he developed a method for the solid-phase synthesis of RNA that is widely used in science and in two marketed RNA products (Macugen™ and Onpattro™). We believe Dr. Usman is qualified to serve on our Board due to his perspective and experience as President and Chief Executive Officer of Catalyst and his extensive experience, both scientific and business and innovations in the field of biotechnology, particularly with companies engaged in clinical drug development. In addition, we believe Dr. Usman’s academic expertise and accomplishments provide the Board with in-depth product and field knowledge. Han Ying, Ph.D. Dr. Ying has served as a director of the Company since October 2023 and as Chief Executive Officer since January 2024. Dr. Ying currently serves as a director of the Gene Corporation and as a director of Base Therapeutics, a biotechnology company. Dr. Ying has served as the co-founder and chief operating officer of Base Therapeutics since 2021. From 2020 to 2021, he served as the chief technology officer for Tactiva Therapeutics, an immune-oncology company. From 2017 to 2019, Dr. Ying served as the scientific founding team member for T-Cure Bioscience and as chief scientific officer in the in the biomedical sector of Sanpower Group. From 1999 to 2022, Dr. Ying served as a principal investigator at the Maxine Dunitz Neurosurgical Institute, where he oversaw a clinical laboratory conducting dendritic cell vaccine trials for malignant brain tumors. From 2002 to 2007, he served as a project leader in the Cancer Research Department of Berlex Biosciences. From 2007 to 2009, Dr. Ying was at Monogram Biosciences, a personalized medicine company that developed biomarkers for a selection of patients for novel targeted drugs. In 2012, Dr. Ying co-founded Immunnova, a biotech company focused on dendritic cell vaccines and antigen-specific T cells. He has consulted for several early and late-stage biotech companies in the field of cancer immunotherapy, including HRYZ and Sanpower Group, and he served as the key technical expert for the international mergers and acquisitions team that completed the acquisition of Dendreon by Sanpower Group in 2017. Dr. Ying received his Ph.D. in cancer biology from Stanford University and his B.S. and M.S. in biological studies from Beijing University. He completed his post-doctoral training at the National Cancer Institute. We believe that Dr. Ying is qualified to serve on our Board due to his over 20 years of experience in immunology, the pharmaceutical industry, biotech startups, operations, project management and fundraising.
Class III Director Nominees
Class III Director Nominees Thomas Eastling. Mr. Eastling has served as a director of the Company since October 2023 and served as a member of the board of directors of Catalyst from December 2022 until the Business Combination Closing. He has also served as a member of the board of directors and Chief Financial Officer of Cullgen since February 2018 and as an outside member of GNI Japan since April 2013 and an advisor to the executive committee of GNI Japan since September 2013. He previously served as Chief Financial Officer of GNI Japan, a vertically-integrated, multinational bio-pharma company, focused on drug research, clinical development, manufacturing, sales and marketing, from 2013 to 2021. Mr. Eastling has more than nine years of experience serving as a public company board member, as well as positions on numerous private company boards. His career covers 35 years of experience in executive management, global finance and mergers and acquisitions, with senior postings in New York, London, Tokyo and Hong Kong. Mr. Eastling started his career on Wall Street at Nikko Securities Co. International, Inc., where he worked from June 1983 to November 1999, rising to the position of Senior Vice President & General Manager of the Investment Banking and Syndicate Divisions. Mr. Eastling was the Company Representative in Japan for Duff & Phelps Credit Rating Co., which was acquired by Fitch Ratings, Inc. in 2021, from May 2000 to June 2001 and subsequently worked as Managing Director for Softbank Corp. from July 2001 to July 2003. In 2009, he relocated to Hong Kong with American Appraisal where he served as Director of the firm’s Transaction Advisory Services in Asia from April 2008 to August 2013. He returned to Japan in 2013 to assume the position of Chief Financial Officer and Representative Executive Officer for GNI Japan from 2013 to 2021, relocating in 2021 to Cullgen’s San Diego headquarters. Mr. Eastling has a bachelor’s degree from the University of Southern California and a master’s degree from the American Graduate School of International Management. He graduated from the Board Director Training Institute of Japan and is a member of the National Association of Corporate Directors. We believe Mr. Eastling is qualified to serve on our Board because of his financial expertise from his extensive experience in investment banking and as a Chief Financial Officer for various companies, as well as his experience as a director of public and private companies in the life sciences industry. Renate Parry, Ph.D. Dr. Parry has served as a director of the Company since October 2023. Since 2020, she has served as a consultant in oncology research and development and business strategy. She worked at Varian Medical Systems (“Varian”), a medical device company, as Senior Manager from 2008 to 2012, then as Director of Translational Medicine from 2012 to 2016, and as Senior Director from 2016 to 2019, where she was responsible for developing and implementing a novel strategy to improve cancer radiation therapy while reducing radiation-induced side effects. Prior to Varian, Dr. Parry served as an oncology scientist for Berlex Biosciences, and as a research scientist at the Institute for Diagnostic Research at Schering AG. She has developed and advanced three novel drugs for oncology and fibrosis indications, advancing these programs from conception to clinical trials. Dr. Parry has authored or co-authored over 15 publications and has 15 registered patents. She received her diploma and Ph.D. in biology from the Institute of Toxicology at the Johannes-Gutenberg-University of Mainz, Germany. We believe Dr. Parry is qualified to serve on our Board because of her over 25 years of experience in management of research and development activities in pharmaceutical, biotechnology and medical device companies, including her experience and expertise in oncology research and development. Rodney Nussbaum. Mr. Nussbaum has served as a director of the Company since March 2024. He is a retired Certified Public Accountant with nearly four decades of experience with global auditing and consulting firms. Mr. Nussbaum has served as Managing Executive of Atago Advisory, LLC, an accounting and financial reporting advisory firm, since October 2016. He was a Senior Partner at Ernst & Young in Tokyo, Japan from 2004 to 2016, a Senior Partner at KPMG in Tokyo, Japan from 2002 to 2004 and a Partner at Arthur Andersen from 1991 to 2002. During his career he has served a variety of client companies, ranging from entrepreneurial start-ups to those in the Global 100, in multiple industries including technology, pharmaceutical and medical devices. While in Japan, Mr. Nussbaum worked in capital markets practices, including involvement in cross border securities offerings and Foreign Private Issuers offerings in the United States. Mr. Nussbaum has served as a director of Cullgen. since December 2018 and as a director of Zeal Senior Living, Inc. since March 2020. He previously served as a director for several non-profit organizations. He holds a Bachelor of Sciences in Business Administration/Accounting from Boston University. We believe Mr. Nussbaum is qualified to serve on our Board because of his over 30 years of experience in accounting and finance, as well as his experience with pharmaceutical and medical companies. The Board recommends a vote “FOR” the election of each of the Class III director nominees set forth above.
Board Committees
Audit Committee. The primary responsibilities of our Audit Committee are to oversee the accounting and financial reporting processes of the Company, including the audits of the Company’s financial statements, the integrity of the financial statements and the annual review of the performance, qualifications and independence of the outside auditor. This includes reviewing the financial information provided to stockholders and others and the adequacy and effectiveness of the Company’s internal controls. The committee also makes recommendations to the Board as to whether financial statements should be included in the Company’s Annual Report on Form 10-K. Dr. Usman qualifies as an “audit committee financial expert,” as that term is defined in the rules and regulations established by the SEC, and all members of the Audit Committee are “financially literate” under Nasdaq listing rules. Compensation Committee. The primary responsibilities of our Compensation Committee are to periodically review and approve the compensation and other benefits for our executive officers and directors. This includes reviewing and approving corporate goals and objectives relevant to the compensation of our CEO, evaluating the performance of our CEO in light of the goals and objectives and setting or recommending to the Board the CEO’s compensation based on the committee’s evaluation. The committee also oversees the evaluation of other executive officers and sets or recommends to the Board the compensation of such executive officers based upon the recommendation of the CEO and administers and makes recommendations to the Board regarding equity incentive plans that are subject to the Board’s approval and approves the grant of equity awards under the plans. The Compensation Committee may delegate its duties and responsibilities to one or more subcommittees. The committee may also delegate authority to review and approve the compensation of our employees to certain of our executive officers. Even where the committee does not delegate authority, our executive officers will typically make recommendations to the committee regarding compensation to be paid to our employees and the size of equity awards under our equity incentive plans but will not be present during voting or deliberations on their own compensation. The committee has the authority to engage outside advisors, such as compensation consultants, to assist it in carrying out its responsibilities. The committee engaged Aon/Radford in 2023 to provide advice regarding the amount and form of executive and director compensation. Nominating Committee. The primary responsibilities of our Nominating Committee are to discuss succession planning for the Board and key leadership roles on the Board and its committees, identify individuals qualified to become members of the Board, recommend director candidates to the Board, including for election or reelection to the Board at each annual stockholders’ meeting, and perform a leadership role in shaping the Company’s corporate governance. In addition, the committee is responsible for developing and recommending to the Board criteria for identifying and evaluating qualified director candidates and developing and recommending to the Board a set of corporate governance principles. The committee is also responsible for making recommendations to the Board concerning the size, structure, composition and functioning of the Board and its committees.
Director Compensation
Director Compensation The following table provides information for the year ended December 31, 2023 regarding all compensation awarded to, earned by or paid to each person who served as a non-employee director for some portion of 2023. Employees who served on our Board during 2023 did not receive additional compensation for such service.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | Gordon Carmichael, Ph.D.(2) | 8,666 | 10,578 | 19,244 | | Thomas Eastling | 7,500 | 1,872,169(4) | 1,879,669 | | Ying Luo, Ph.D. | 14,166 | 10,578 | 24,744 | | Songjiang Ma(2) | — | — | — | | Renate Parry, Ph.D.(2) | 9,333 | 10,578 | 19,911 | | Nassim Usman, Ph.D. | 10,833 | 1,872,169(4) | 1,883,002 | | Han Ying, Ph.D.(2) | 10,500 | 10,578 | 21,078 | | Charles Wu, Ph.D.(2)(3) | — | — | — |
Director Compensation
| (1) The amounts reported in this column represent the aggregate grant date fair value of the awards granted to our non-employee directors during the year ended December 31, 2023, as computed in accordance with Accounting Standards Codification Topic 718 (“ASC 718”). The assumptions used in calculating the grant date fair value of the awards reported in the Option Awards column are set forth in Note 12 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. Note that the amounts reported in this column reflect the aggregate accounting cost for these awards, and do not necessarily correspond to the actual economic value that may be received by the non-employee directors from the awards. As of December 31, 2023, our non-employee directors held the following number of outstanding stock options: (i) Dr. Carmichael, 1,866; (ii) Mr. Eastling, 343,518; (iii) Dr. Luo, 3,352,763; (iv) Mr. Ma, 4,510,047; (v) Dr. Parry, 1,866; (vi) Dr. Usman, 658,172; (vii) Dr. Ying, 1,866; and (viii) Dr. Wu, 170,417. |
Director Compensation
| (2) In connection with the Business Combination, effective as of October 30, 2023, Ms. Hunt and Mr. Lawlor resigned from our Board and Drs. Carmichael, Parry, Ying, Wu and Mr. Ma were appointed to our Board. Dr. Wu and Mr. Ma are each employees of the Company and do not receive any compensation for their Board service. |
Director Compensation
| (3) Dr. Wu resigned from our Board effective as of January 15, 2024. |
Director Compensation
| (4) For Mr. Eastling and Dr. Usman, includes (i) 341,652 options granted at the closing of the Business Combination, in recognition of each of their efforts in support of the transaction and (ii) 1,866 options as part of the standard initial option grant for non-employee directors. |
Non-Employee Director Compensation Arrangements
Non-Employee Director Compensation Arrangements Each of our non-employee directors receives compensation pursuant to the non-employee director cash and equity compensation program adopted by our Board. This program provides for the following annual cash retainers:
Non-Employee Director Compensation Arrangements
| Board of Directors Retainers: | | | Chair | $75,000 | | Non-Chair Member | $40,000 | | Audit Committee Retainers: | | | Chair | $18,000 | | Non-Chair Member | $9,000 | | Compensation Committee Retainers: | | | Chair | $14,000 | | Non-Chair Member | $7,000 | | Nominating and Corporate Governance Committee Retainers: | | | Chair | $10,000 | | Non-Chair Member | $5,000 |
Non-Employee Director Compensation Arrangements
In addition, each non-employee director who initially joins our Board receives an initial grant of stock options to purchase 1,866 shares of our common stock. The initial stock option grants vest in equal monthly installments over three years. In connection with the Business Combination, and in lieu of annual equity grants, each non-employee director serving immediately following the Business Combination received a grant of stock options to purchase 1,866 shares of our common stock in October 2023, which stock options vest in equal monthly installments over one year or, if earlier, upon the date of the Annual Meeting. Each non-employee director who is serving as of the date of the Annual Meeting will receive a grant of stock options to purchase 1,866 shares of our common stock. Annual stock option grants vest in equal monthly installments over one year or, if earlier, upon the next Annual Meeting of Stockholders. In addition, all non-employee directors are reimbursed their reasonable travel expenses incurred in attending board and committee meetings.
2023 Summary Compensation Table
2023 Summary Compensation Table The following table presents all of the compensation awarded to, earned by or paid to our named executive officers for the years ended December 31, 2023 and 2022.
2023 Summary Compensation Table
| Name and Principal Position(1) | Year | Salary ($)(2) | Bonus ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(5) | Total ($) | | Charles Wu Chief Executive Officer | 2023 | 106,152 | — | — | — | — | 106,152 | | | 2022 | 78,347 | — | — | — | — | 78,347 | | Ruoyu Chen Chief Financial Officer | 2023 | 20,833 | — | 187,329 | — | — | 208,162 | | Weiguo Ye Chief Operating Officer | 2023 | 265,656 | — | — | — | 8,961 | 274,617 | | | 2022 | 161,574 | 210,689 | — | — | 8,585 | 380,848 |
2023 Summary Compensation Table
| (1) Ms. Chen was appointed as Interim Chief Financial Officer of the Company upon the closing of the Business Combination and was not employed in any capacity by Gyre Pharmaceuticals prior to such time. Accordingly, only Ms. Chen’s 2023 compensation is being reported herein. |
2023 Summary Compensation Table
| (2) Amounts reflect the dollar value of base salary earned by the NEOs in the years shown. |
2023 Summary Compensation Table
| (3) Amounts reflect discretionary annual cash bonuses paid to the NEOs for the years shown. |
2023 Summary Compensation Table
| (4) Amounts reflect the aggregate grant date fair value of option awards granted to the NEOs in the years shown, computed in accordance with FASB ASC Topic 718. A description of the methodologies and assumptions we use to value option awards and the manner in which we recognize the related expense are described in Note 12 to our audited financial statements, Stock-Based Compensation, included in our Annual Report on Form 10-K for the year ended December 31, 2023. These amounts may not correspond to the actual value eventually realized by the applicable NEO because the value depends on the market value of our common stock at the time the award is exercised. |
2023 Summary Compensation Table
| (5) For Mr. Ye, amounts reflect the value of Company contributions to a statutory pension plan. |
Outstanding Equity Awards at 2023 Fiscal-Year End Table
Outstanding Equity Awards at 2023 Fiscal-Year End Table The following table sets forth information regarding equity awards held by our named executive officers as of December 31, 2023.
Outstanding Equity Awards at 2023 Fiscal-Year End Table
| | | Option Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Charles Wu | 10/30/2023(1) | 170,417 | — | 0.75 | 10/29/2030 | | Ruoyu Chen | 10/31/2023(2) | 34,380 | — | 6.93 | 10/31/2033 | | | 10/30/2023(1) | 578,540 | — | 0.75 | 10/29/2030 | | Weiguo Ye | 10/30/2023(1) | 1,665,115 | — | 0.75 | 10/29/2030 |
Outstanding Equity Awards at 2023 Fiscal-Year End Table
| (1) Represent fully vested awards of replacement Company stock options granted shortly following the closing of the Business Combination in respect of previously outstanding options to purchase shares of Gyre Pharmaceuticals. |
Outstanding Equity Awards at 2023 Fiscal-Year End Table
| (2) Represents an award of fully vested stock options granted to Ms. Chen at the closing of the Business Combination. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Pursuant to the terms of each of the Wu Employment Agreement, the Chen Employment Agreement and the Ying Employment Agreement, upon the termination of, as applicable, Dr. Wu’s, Ms. Chen’s or Dr. Ying’s employment by the Company without “Cause” or by the applicable NEO for “Good Reason”, then such NEO will be entitled, in addition to any accrued amounts and subject to the execution and non-revocation of a general release of claims in favor of the Company, to (i) twelve (12) months’ salary continuation, (ii) up to 12 months of partially subsidized COBRA coverage, and (iii) accelerated vesting of any outstanding equity awards scheduled to vest in the twelve (12) month period immediately following such termination. As used in each of the Wu Employment Agreement, Chen Employment Agreement and the Ying Employment Agreement:
Potential Payments Upon Termination or Change in Control
| • | “Cause” generally means the applicable NEO’s (i) indictment for, conviction of or plea of nolo contendere to any felony or other crime involving fraud, dishonesty or acts of moral turpitude, (B) commission of any act or omission involving dishonesty, disloyalty or fraud with respect to the Company or any of its customers or suppliers, (C) substantial failure to timely perform duties |
Potential Payments Upon Termination or Change in Control
reasonably directed by the Board (other than due to disability), (D) engaging or having engaged in any acts constituting breach of fiduciary duty, gross negligence or willful misconduct with respect to the Company or any of the executive’s services provided to or for the Company, or (E) material breach of his employment agreement, any other material agreement with the Company, or any internal policies or procedures of the Company in effect from time to time.
Potential Payments Upon Termination or Change in Control
| • | “Good Reason” generally means (i) any material reduction in the NEO’s duties or responsibilities, (ii) any material reduction in the NEO’s then-current base salary or target annual incentive award (except as part of an across-the-board reduction applicable to all NEOs), or (iii) the Company’s material breach of a material term of the NEO’s employment agreement; provided, that a resignation will not be deemed to constitute “Good Reason” unless (x) the NEO provides the Company 30 days’ prior written notice of intent to terminate for Good Reason, (y) the purported Good Reason event or circumstance is not corrected within 30 days following the Company’s receipt of such notice, and (z) the NEO’s resignation becomes effective not more than 30 days following the conclusion of such cure period. |
Potential Payments Upon Termination or Change in Control
Dr. Wu was not entitled to, nor did he receive, any severance or other termination-related payments in connection with his retirement and resignation from the Company on January 15, 2024.
Pay-Versus-Performance Table
| (2) The dollar amounts reported in these columns represent the amount of “compensation actually paid” to our PEOs, as computed in accordance with Item 402(v) of Regulation S-K, for each covered fiscal year. In accordance with these rules, these amounts reflect total compensation as set forth in the Summary Compensation Table for each year, adjusted as shown below for 2023. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The dollar amounts do not reflect the actual amount of compensation earned or received by or paid to the PEOs during the applicable fiscal year. |
Pay-Versus-Performance Table
| (4) The dollar amounts reported in these columns represent the amount of “compensation actually paid” to our NEOs as a group (excluding our PEOs), as computed in accordance with Item 402(v) of Regulation S-K, for each covered fiscal year. In accordance with these rules, these amounts reflect total compensation as set forth in the Summary Compensation Table for each year, adjusted as shown below for 2023. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The dollar amounts do not reflect the actual amount of compensation earned or received by or paid to the NEOs as a group (excluding our PEOs) during the applicable fiscal year. |
Analysis of Information Presented in the Pay Versus Performance Table
Analysis of Information Presented in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table above.
Compensation Actually Paid and Company TSR
Compensation Actually Paid and Company TSR The following graph displays the compensation actually paid to our NEOs compared to our TSR.
Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Income The following graph displays our compensation actually paid compared to our net income.