DEF 14A of Gyre Therapeutics, Inc.
Filed Apr 27, 2026 · FY20250001140361-26-017124
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 two Class II director nominees named in this Proxy Statement to serve until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until their earlier resignation or removal. Our Board has nominated David M. Epstein, Ph.D. and Dan Weng, M.D., for election to our Board. Dr. Epstein was appointed to the Board in August 2024 and was initially identified for a position on our Board by GNI Japan. Dr. Weng was appointed to the Board in August 2025 and was initially identified for a position on our Board by GNI Japan. 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 two Class II directors, who are up for election at this meeting for a term expiring at the 2029 Annual Meeting of Stockholders; three Class III directors, whose terms expire at the 2027 Annual Meeting of Stockholders; and three Class I directors, whose terms expire at the 2028 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 16) | Position | | Gordon Carmichael, Ph.D.(1)(3) | I | 77 | Independent Director | | Songjiang Ma(4) | I | 70 | President and Director | | Ping Zhang(1)(4) | I | 52 | Interim Chief Executive Officer and Executive Chairman | | David M. Epstein, Ph.D.(2)(3) | II | 67 | Independent Director | | Dan Weng, M.D.(1) | II | 63 | Independent Director | | Thomas Eastling(1)(4) | III | 66 | Director | | Renate Parry, Ph.D.(2)(3) | III | 63 | Independent Director | | Rodney Nussbaum(2) | III | 70 | 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 |
Information Regarding Director Nominees and Continuing Directors
| (4) Upon the completion of the Merger, (i) Mr. Eastling and Mr. Ma will resign from the Board and any respective committee of the Board to which they are members, (ii) Mr. Ma will resign from his position as President of the Company and (iii) the Company will appoint Ying Luo, Ph.D., who currently serves as Chairman of the board of directors of Cullgen and Chief Executive Officer of Cullgen, as Chief Executive Officer and President of the Company and to the Board as a Class I director. The size of the Board will be reduced to seven directors. |
Class II Director Nominees
Class II Director Nominees David M. Epstein, Ph.D. Dr. Epstein has served as a director of the Company since August 2024 and is a co-founder of PairX Bio Pte. Ltd., a biopharmaceutical company, where he has served as a director since June 2022 and as President and Chief Executive Officer since September 2023. Dr. Epstein is also the co-founder of Black Diamond Therapeutics, Inc. (Nasdaq: BDTX), where he served as President and Chief Executive Officer from September 2016 to September 2023. He also served as director of Black Diamond Therapeutics from September 2016 until June 2024. From January 2019 to June 2023, Dr. Epstein served as an Associate Professor in the Cancer and Stem Cell Biology Program at Duke-NUS Medical School. From April 2014 to December 2018, Dr. Epstein held various positions, including Vice Dean, Innovation & Entrepreneurship and Associate Professor in Cancer and Stem Biology, at Duke-NUS Medical School, Singapore, where he founded and built Duke-NUS’s Center for Technology & Development. From June 2010 to March 2013, Dr. Epstein was Senior Vice President, Chief Scientific Officer and Site Head for OSI Pharmaceuticals, Inc. (“OSI”), a pharmaceutical company acquired by Astellas Pharma, Inc. He also served as Senior Vice President and Chief Scientific Officer, Oncology, at OSI from 2006 to 2010. Before joining OSI, from 2001 to 2006, Dr. Epstein served as Vice President, Biology, and from 2000 to 2003, as co-founder and director at Archemix Corporation, a biotechnology company. Dr. Epstein served as a member of the board of directors at MetaStat, Inc., a precision medicine biotechnology company, from April 2013 to April 2015. Dr. Epstein earned a B.S. in Chemistry from Lewis & Clark College and a Ph.D. in Biochemistry from Brandeis University. Dr. Epstein completed a joint post-doctoral fellowship, leading a collaboration in protein structure, function and NMR dynamics between the labs of Steven Benkovic at Penn State and Peter Wright at The Scripps Research Institute in La Jolla, California. We believe Dr. Epstein is qualified to serve on our Board due to his leadership, managerial, scientific and academic experience in the biotechnology industry and his experience founding and serving as a director of biotechnology companies. Dan Weng, M.D. Dr. Weng has served as a director of the Company since August 2025. Dr. Weng has served as President and Chief Executive Officer of Medelis, Inc., a specialty oncology contract research organization, since April 2018. From October 2013 to June 2017, Dr. Weng was Chairman, President and Chief Executive Officer of EPS International Holding Co., a subsidiary of EPS Holdings, Inc., a global contract research organization. During his tenure at EPS, Dr. Weng oversaw significant growth, organically and through M&A in Asia, and had an active role in corporate strategy and investor relations. Prior to Medelis and EPS, Dr. Weng held executive positions at various international contract research organizations, including as Vice President of ROW, Medpace, Inc., President of ROW-ICON Plc, Senior Director of Far East, PharmaNet Development Group and Chief Representative of China, Quintiles Translational Corp. Dr. Weng has also held research positions at Harvard Medical School, Massachusetts General Hospital and the University of California. Dr. Weng obtained his M.D. from the Tongji Medical University, China, and holds an M.A. in Health Planning, Policy and Management from the University of Leeds. He received his undergraduate degree in human psychology from the Psychology Institute of Sino-Academy of Sciences. We believe Dr. Weng is qualified to serve on our Board due to his extensive clinical research experience in the pharmaceutical industry, as well as his experience in managing multinational operations.
Class III Directors Continuing in Office
Class III Directors Continuing in Office 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 Inc., a biopharmaceutical company, since February 2018, 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 twelve years of experience serving as a public company board member, as well as positions on numerous private company boards. His career covers roles 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 until 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 has a NACD.DC® Official Designation (Certified Director) from the National Association of Corporate Directors. We believe Mr. Eastling is qualified to serve on our Board because of his financial expertise, international executive management background and his experience over a number of years 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 Zeal Senior Living, Inc. since March 2020 and previously served as a director of Cullgen from December 2018 until March 2024. 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.
Class I Directors Continuing in Office
Class I Directors Continuing in Office Gordon 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 University of 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 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, as Honorary Chairman from April 2023 to January 2025 and as Chairman and legal representative from January 2025 to April 2025. 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 27 years of experience in the pharmaceutical industry. Mr. Ma founded Kangdini Factory, one of the founding stockholders 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 from July 2011 to April 2023. 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. Ping Zhang. Mr. Zhang has served as a director of the Company since January 2025 and as Executive Chair of the Board since March 2025. He has also served as Chairman and legal representative of Gyre Pharmaceuticals since April 2025. Mr. Zhang was the Lead Independent Director of the Company from January 2025 to March 2025. Mr. Zhang has served as a Managing Partner at String Capital Management Co., Limited, a private equity investment firm, since 2018. From 2015 to 2018, he served as Head of Private Equity and Venture Capital Investments at AEON Life Insurance Company, Ltd. Prior to that, from 2011 to 2015, he led the China-focused funds of Japan Asia Investment Co., Ltd., focusing on cross-border investments between Japan and China. From 2008 to 2010, Mr. Zhang was the only mainland Chinese Managing Director and Partner at AEA Investors LP, a New York-based mid-cap buyout fund. Between 2004 and 2008, he established and led the investment banking and venture capital arm of Mitsubishi UFJ Financial Group in China, serving as its Chief Executive Officer. Earlier in his career, he held roles at Mitsui & Co. and Itochu Corporation. Mr. Zhang also currently serves as an executive director of GNI Japan and as a director of Asian Star Co. (TSE: 8946). He holds a B.S. in Polymer Science from Fudan University and his M.B.A. in Finance from the University of Chicago Booth School of Business. We believe Mr. Zhang is qualified to serve on our Board due to his extensive experience in managing multinational operations, as well as his deep expertise in private equity, venture capital and mergers and acquisitions.
Merger with Cullgen
Merger with Cullgen Under the terms of the Merger Agreement, the Company will acquire Cullgen in an all-stock transaction that values Cullgen at approximately $300 million. At the effective time of the Merger (the “Effective Time”), each then outstanding share of Cullgen capital stock (the “Cullgen Capital Stock”), excluding shares of Cullgen Capital Stock held as treasury stock immediately prior to the Effective Time and any dissenting shares, will be converted into (1) with respect to shares of Cullgen Capital Stock held by certain designated holders, (i) for each share of Cullgen common stock (“Cullgen Common Stock”) held by such holders, a number of shares of the Series B Preferred Stock, equal to (x) 0.4753 (the “Exchange Ratio”) divided by five, and (ii) for each share of Cullgen preferred stock (“Cullgen Preferred Stock”) held by such designated holders, a number of shares of Series B Preferred Stock equal to (x) the number of shares of Cullgen Common Stock issuable upon conversion of each share of Cullgen Preferred Stock, multiplied by the Exchange Ratio, and divided by five, and (2) with respect to shares of Cullgen Capital Stock held by each other holder, (i) for each share of Cullgen Common Stock held by such holders, a number of shares of common stock, equal to the Exchange Ratio, and (ii) for each share of Cullgen Preferred Stock held by such holders, a number of shares of common stock equal to the number of shares of Cullgen Common Stock issuable upon conversion of each share of Cullgen Preferred Stock, multiplied by the Exchange Ratio. Each share of Series B Preferred Stock received in the Merger is convertible into five shares of common stock, subject to certain conditions described below with respect to this Proposal 4. Notwithstanding anything herein to the contrary, in no event will the Company issue greater than 19.99% of its issued and outstanding common stock or its voting power prior to the approval of this Proposal 4. Please see “Description of Series B Preferred Stock” below for a complete description of the Certificate of Designation of Preferences, Rights and Limitations of Parent Series B Convertible Preferred Stock (the “Series B Certificate of Designation”) and the rights of the Series B Preferred Stock. In addition, at the Effective Time (1) each then-outstanding in-the-money option to purchase shares of Cullgen Common Stock that is outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, will cease to represent a right to acquire shares of Cullgen Common Stock and will be converted into and become an option to purchase shares of common stock on the existing terms and conditions (including with respect to vesting and accelerated vesting), subject to adjustment as set forth in the Merger Agreement, (2) each then-outstanding option to purchase shares of Cullgen Common Stock that is not an in-the-money option and is outstanding and unexercised immediately prior to the Effective Time will be cancelled at the Effective Time for no consideration, and (3) each Cullgen restricted stock unit will vest and be settled for Cullgen Common Stock and the holder thereof will be entitled to receive a number of shares of common stock calculated in accordance with the Merger Agreement. Each of the Company and Cullgen has agreed to customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants relating to (1) using commercially reasonable efforts to obtain the requisite approval of its stockholders, (2) non-solicitation of alternative acquisition proposals, (3) the conduct of their respective businesses during the period between the date of signing the Merger Agreement and the closing of the Merger, and (4) the Company filing with the SEC a proxy statement and other relevant materials relating to this Proposal 4. The consummation of the Merger is subject to certain closing conditions, including, among other things, expiration of the waiting period under The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Each party’s obligation to consummate the Merger is also subject to other specified customary conditions, including regarding the accuracy of the representations and warranties of the other party, subject to the applicable materiality standard, and the performance in all material respects by the other party of its obligations under the Merger Agreement required to be performed on or prior to the date of the closing of the Merger (the “Merger Closing Date”). The Merger Agreement contains certain termination rights of each of the Company and Cullgen. In evaluating the Merger and the issuance of the Series B Preferred Stock, the Board relied on the recommendation of a special committee composed solely of disinterested and independent directors, which unanimously determined that the transaction is fair to, and in the best interests of, the Company and its unaffiliated stockholders The Board approved the Merger Agreement and the related transactions, and the consummation of the Merger does not require the approval of the Company stockholders.
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. Mr. Nussbaum 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 2025 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 helping to shape 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.
Equity Grant Policy and Practices
Equity Grant Policy and Practices It is the Company’s policy to generally grant equity awards, including stock options, outside of blackout periods under our insider trading policy. During 2025, the Compensation Committee did not consider material non-public information when determining the timing or terms of equity awards, and the Company did not time the disclosure of material non-public information for the purpose of affecting the value of any executive compensation awarded during the year.
Director Compensation
Director Compensation The following table provides information for the year ended December 31, 2025 regarding all compensation awarded to, earned by or paid to each person who served as a non-employee director for some portion of 2025. Employees who served on our Board during 2025 did not receive additional compensation for such service.
Director Compensation
| Name(1) | Fees Earned or Paid in Cash ($)(2) | Option Awards ($)(3) | Total ($) | | Gordon Carmichael, Ph.D. | 52,000 | 156,236 | 208,236 | | Thomas Eastling | 50,000 | 156,236 | 206,236 | | Dan Weng(4) | 16,508 | 366,542 | 383,050 | | Renate Parry, Ph.D. | 63,000 | 156,236 | 219,236 | | Rodney Nussbaum | 58,000 | 156,236 | 214,236 | | David W. Epstein, Ph.D. | 56,000 | 156,236 | 212,236 |
Director Compensation
| (1) Han Ying, Ph.D. served as a member of our Board, as well as our Chief Executive Officer, until August 5, 2025. Ping Zhang was appointed to our Board on January 5, 2025 and was appointed Interim Chief Executive Officer on August 5, 2025. Songjiang Ma, our President, also served as a member of our Board throughout 2025. |
Director Compensation
| (2) This amount represents fees for services in 2025 only. |
Director Compensation
| (3) 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, 2025, 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 10 to |
Director Compensation
our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. 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, 2025, our non-employee directors held the following number of outstanding stock options: (i) Dr. Carmichael, 79,866; (ii) Mr. Eastling, 380,518; (iii) Mr. Weng, 52,000; (iv) Dr. Parry, 79,866; (v) Mr. Nussbaum, 79,866; and (vi) Dr. Epstein, 79,866.
Director Compensation
| (4) Dan Weng was appointed to our Board effective as of August 18, 2025. |
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, which was updated in November 2025 with respect to 2026 compensation, provides for the following annual cash retainers:
Non-Employee Director Compensation Arrangements
| | 2025 | 2026 | | Board of Directors Retainers: | | | | Chair | $75,000 | $80,000 | | Non-Chair Member | $40,000 | $45,000 | | Audit Committee Retainers: | | | | Chair | $18,000 | $20,000 | | Non-Chair Member | $9,000 | $10,000 | | Compensation Committee Retainers: | | | | Chair | $14,000 | $15,000 | | Non-Chair Member | $7,000 | $7,500 | | Nominating and Corporate Governance Committee Retainers: | | | | Chair | $10,000 | $10,000 | | Non-Chair Member | $5,000 | $5,000 |
Non-Employee Director Compensation Arrangements
In addition, beginning in January 2026, each non-employee director who initially joins our Board receives an initial grant of stock options to purchase 80,000 shares of our common stock. The initial stock option grants vest in equal monthly installments over three years. Beginning in January 2026, each non-employee director who is serving as of the date of the Annual Meeting will receive a grant of stock options to purchase 40,000 shares of our common stock. Annual stock option grants vest in equal monthly installments over one year. In addition, all non-employee directors are reimbursed their reasonable travel expenses incurred in attending board and committee meetings.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table presents all of the compensation awarded to, earned by or paid to our named executive officers for the years ended December 31, 2025 and 2024.
2025 Summary Compensation Table
| Name and Principal Position(1) | Year | Salary ($)(2) | Bonus ($) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(4) | Total ($) | | Ping Zhang Interim Chief Executive Officer | 2025 | 189,777 | — | 3,795,596 | 100,000 | 11,250 | 4,096,623 | | Ruoyu Chen Chief Financial Officer | 2025 | 250,000 | — | — | 25,000 | 10,583 | 285,583 | | | 2024 | 250,000 | — | 365,516 | 25,000 | 10,000 | 650,516 | | Weiguo Ye Chief Operating Officer | 2025 | 196,951 | — | 4,460,335 | 344,398 | 22,065 | 5,023,749 | | | 2024 | 148,279 | — | — | 168,499 | 15,841 | 332,619 | | Han Ying, Ph.D. Senior Vice President, Science and Former Chief Executive Officer | 2025 | 309,018 | — | — | 35,000 | 9,297 | 353,315 | | | 2024 | 338,614 | — | 2,503,401 | 35,000 | 11,125 | 2,888,140 |
2025 Summary Compensation Table
| (1) Mr. Zhang was hired on August 5, 2025 as the Company’s Interim Chief Executive Officer. |
2025 Summary Compensation Table
| (2) Amounts reflect the dollar value of base salary earned by the NEOs in the years shown. |
2025 Summary Compensation Table
| (3) 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 10 to our audited financial statements, Stock Based Compensation, included in our Annual Report on Form 10-K for the year ended December 31, 2025. 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. |
2025 Summary Compensation Table
| (4) Amounts reflect: (i) for Mr. Zhang, cash fees received for service on the Board in the aggregate amount of $11,250, (ii) for Ms. Chen, a Company contribution of $10,583 to Ms. Chen’s account under the Company’s 401(k) plan, (iii) for Mr. Ye, a Company contribution of $16,111 to Mr. Ye’s account under a statutory pension plan, a Company contribution of $4,778 to Mr. Ye’s account under a housing and provident fund, and a welfare benefit of $1,176, and (iv) for Dr. Ying, a Company contribution of $9,297 to Dr. Ying’s account under the Company’s 401(k) plan. |
Outstanding Equity Awards at 2025 Fiscal-Year End Table
Outstanding Equity Awards at 2025 Fiscal-Year End Table The following table sets forth information regarding equity awards held by our named executive officers as of December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal-Year End Table
| | | Option Awards | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised and Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | | Ping Zhang | 8/5/2025(1) | — | 250,000 | — | 6.92 | 8/5/2035 | | | 5/27/2025(1) | — | 250,000 | — | 10.18 | 5/27/2035 | | | 1/5/2025(2) | 15,889 | 36,111 | — | 10.79 | 1/5/2035 | | Ruoyu Chen | 8/14/2024(1) | 16,667 | 33,333 | — | 9.98 | 8/14/2034 | | | 10/31/2023(3) | 34,380 | — | — | 6.93 | 10/31/2033 | | | 10/30/2023(4) | 578,540 | — | — | 0.75 | 10/29/2030 | | Weiguo Ye | 3/7/2025(5) | 56,250 | 243,750 | — | 10.32 | 3/7/2035 | | | 3/7/2025(6) | 50,000 | — | 250,000 | 10.32 | 3/7/2035 | | | 10/30/2023(4) | 965,115 | — | — | 0.75 | 10/29/2030 | | Han Ying | 8/14/2024(1) | 113,667 | 227,333 | — | 9.98 | 8/14/2034 | | | 1/1/2024(7) | 1,244 | 622 | — | 6.93 | 10/31/2033 |
Outstanding Equity Awards at 2025 Fiscal-Year End Table
| (1) Represents an award of stock options that vest 25% on the first anniversary of the grant date and in equal monthly installments over the following three years, subject to continued employment through each applicable vesting date. |
Outstanding Equity Awards at 2025 Fiscal-Year End Table
| (2) Represents an award of stock options that vest in equal monthly installments over three years from the grant date, subject to continued employment through each applicable vesting date. |
Outstanding Equity Awards at 2025 Fiscal-Year End Table
| (3) Represents an award of fully vested stock options granted to Ms. Chen at the closing of the Business Combination. |
Outstanding Equity Awards at 2025 Fiscal-Year End Table
| (4) Represents 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 2025 Fiscal-Year End Table
| (5) Represents an award of stock options that vest in equal monthly installments over four years from the grant date, subject to continued employment through each applicable vesting date. |
Outstanding Equity Awards at 2025 Fiscal-Year End Table
| (6) Represents an award of performance-based stock options (subject to annual net sales and new drug approval-related performance goals). If the applicable performance goals are not achieved, the stock options will not vest. |
Outstanding Equity Awards at 2025 Fiscal-Year End Table
| (7) Represents an award of stock options that vest in equal installments on each of the first three anniversaries of the vesting commencement date, subject to continued service through each vesting date. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Pursuant to the terms of each of the Chen Employment Agreement and the Ying Employment Agreement, upon the termination of, as applicable, 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 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 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
Mr. Ying did not receive any severance payments or benefits in connection with his resignation as Chief Executive Officer and transition to Senior Vice President, Science.
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 2025. 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 2025. 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.