Ian Chan
About Ian Chan
Ian Chan (age 52) is a Class III director of Abpro Holdings, Inc. (“New Abpro”), serving since the November 2024 Business Combination; he previously served as New Abpro’s Chief Executive Officer until March 2025 and Abpro Corporation’s Chief Executive Officer from 2004–2018 and 2020–March 2025 . He holds an A.B. in Biology and Economics from Brown University and an M.B.A. from Harvard Business School . The Board classifies Mr. Chan as not independent under Nasdaq rules; directors other than Mr. Chan and Mr. Suk are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Abpro Holdings, Inc. | Director (Class III) | Director since 2024; term expires 2027 | Class III director; not independent |
| Abpro Holdings, Inc. | Chief Executive Officer | From Business Combination (Nov 2024) until March 2025 | Termination disclosed March 7, 2025 (effective March 3, 2025) |
| Abpro Corporation | Chief Executive Officer | 2004–2018; 2020–March 2025 | Co-founder; long-tenured operator |
| Abpro Corporation | Chairman of the Board | 2004–January 2020 | Board leadership prior to New Abpro |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Abpro Bio Co. Ltd. (KOSDAQ: 195990) | Co-Chief Executive Officer and Director | August 2019 to “president” (Company text appears to indicate present) | Executive and board role at strategic partner and 20.6% shareholder via its subsidiary Abpro Bio International, Inc. |
| Other public company boards (as counted in proxy) | — | 0 | Company indicates “Other Boards: 0” for Chan in director table |
Board Governance
- Classification and tenure: Class III; term expires 2027 .
- Independence: Not independent under Nasdaq rules (only Mr. Chan and CEO Mr. Suk are non-independent) .
- Committees: Audit, Compensation, and Nominating & Corporate Governance committees are comprised of independent directors (Eisenberg chair; McDonald and Lee members). Chan is not listed on any committee .
- Executive sessions: Independent directors hold executive sessions at least twice annually .
- Board/committee activity and attendance: Board and committees did not meet during 2024 due to late 2024 formation post-Closing; directors were appointed November 13, 2024 .
- Section 16 compliance: One Form 3 and one Form 4 for Ian Chan were filed late in 2024 (RED FLAG) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $40,000 | Non-employee director cash retainer approved April 2025 |
| Audit Committee – Chair | $15,000 | Applies only if chair; Chan not on committee |
| Audit Committee – Member | $7,500 | Applies only if member; Chan not on committee |
| Compensation Committee – Chair | $10,000 | Applies only if chair; Chan not on committee |
| Compensation Committee – Member | $5,000 | Applies only if member; Chan not on committee |
| Nominating & Corporate Governance – Chair | $8,000 | Applies only if chair; Chan not on committee |
| Nominating & Corporate Governance – Member | $4,000 | Applies only if member; Chan not on committee |
Performance Compensation
| Award Type | Grant Date | Quantity | Key Terms |
|---|---|---|---|
| Initial Director Stock Options (2024 Incentive Plan) | July 2025 | 60,600 | Vests on first anniversary of grant; accelerates in full upon change of control |
| Annual Director Stock Options (2024/“New Abpro” Incentive Plan) | Each annual meeting date | 30,300 per year | Vests on first anniversary; accelerates upon change of control |
| Warrants issued to Ian Chan (promissory note settlement) | Feb 7, 2025 | 850,000 | Exercise price $3.33; 10-year term; 425,000 exercisable upon issuance, 200,000 on first anniversary, 225,000 on second anniversary |
| Shares issued to Ian Chan (promissory note settlement) | Closing (Nov 2024) | 600,000 | Issued in satisfaction of promissory note; related-party settlement |
Note: Reverse split disclosure shows “825,000 shares issuable upon exercise of warrants issued to Ian Chan” at $3.33 (as-of Sept 2, 2025) ; the Company also discloses issuance of 850,000 warrants on Feb 7, 2025 .
Other Directorships & Interlocks
| Entity | Role/Relationship | Potential Interlock/Conflict |
|---|---|---|
| Abpro Bio Co. Ltd. (KOSDAQ: 195990) | Chan is Co-CEO and Director | Its subsidiary Abpro Bio International, Inc. owns ~20.6% of New Abpro’s common stock; collaboration/licensing partner with milestone and royalty economics (RED FLAG for related-party influence) |
Expertise & Qualifications
- Education: A.B. Biology & Economics (Brown); M.B.A. (Harvard Business School) .
- Industry: Extensive biopharma leadership; co-founder of Abpro Corporation; roles across drug development and corporate governance .
Equity Ownership
| Metric | Amount/Detail | Notes |
|---|---|---|
| Total beneficial ownership | 9,677,800 shares | 12.0% of class as of Sept 2, 2025 |
| Ownership % | 12.0% | Based on 80,166,667 shares outstanding |
| Vested/exercisable derivative positions included | 425,000 shares via warrants | Warrants @ $3.33 exercisable within 60 days; additional 425,000 warrants and 60,600 options not exercisable within 60 days excluded |
| Pledging/Hedging | Prohibited by policy (exceptions for pledging only in extraordinary situations) | Hedging and margin purchases prohibited; no pledging disclosed (alignment positive) |
Related Party Transactions (Conflict Review)
| Transaction | Date/Amount | Terms/Notes |
|---|---|---|
| Promissory note with Ian Chan | Dec 29, 2023; $176,625 principal | 5% interest to maturity; $23,584 principal outstanding as of Dec 31, 2024 |
| Promissory note agreement (financing) with Ian Chan | Apr 18, 2024; up to $2,158,000; $1,998,000 advanced | Settled at Closing: 600,000 shares issued; 850,000 warrants granted (exercise $3.33; staged vesting; 10-year term) |
| Abpro Bio Collaboration & Equity | 2020 Series E $30.0M; 2022 Series F $8.0M | Territorial license (royalties in low teens; up to ~$540M milestones); Abpro Bio International, Inc. now holds 20.6% |
Insider Transactions & Filings
| Item | Date | Detail |
|---|---|---|
| Warrants issuance (Ian Chan Warrants) | Feb 7, 2025 | 850,000 warrants; $3.33 exercise; 10-year term; 425k immediately exercisable; 200k after 1 year; 225k after 2 years |
| Shares issued (promissory note settlement) | Nov 2024 Closing | 600,000 shares issued to Chan |
| Section 16 late filings | 2024 | One Form 3 and one Form 4 for Ian Chan filed late (RED FLAG) |
Director Compensation Structure Analysis
- Program inception: Non-Executive Director Compensation Policy approved April 2025; cash retainers paid quarterly in arrears .
- Mix: Cash retainer ($40k) plus equity (initial 60,600 options; annual 30,300 options), vesting at one year; full acceleration upon change of control .
- Risk indicators: Equity acceleration on change of control may create incentives favoring transactions; no formal director ownership guideline disclosed; hedging/pledging prohibited under policy .
Governance Assessment
-
Strengths:
- Committees comprised exclusively of independent directors; Chan not on audit/compensation/nominating committees, reducing conflict risk .
- Significant personal ownership (12%) can align incentives with shareholders .
- Clawback policy adopted in line with SEC/Nasdaq requirements; April 2025 restatement triggered no recovery due to absence of incentive-based awards tied to restated metrics .
-
RED FLAGS:
- Not independent; immediate past CEO and continuing director implies potential influence over management and strategy .
- Extensive related-party ties: financing to the company (settled via share/warrant issuance) and leadership role at Abpro Bio, whose subsidiary holds 20.6% and is a major collaborator; ongoing interlock risk (approval/oversight must remain robust) .
- Late Section 16 filings (Form 3 and Form 4), undermining compliance signaling .
- Director equity awards accelerate upon change of control, potentially misaligning long-term governance priorities .
-
Attendance/Engagement:
- Board and committees formed late in 2024; no meetings held in 2024; independent directors meet at least twice yearly in executive session; no individual attendance rates disclosed .
-
Overall implication for investor confidence:
- Board structure mitigates some conflict risk by excluding Chan from key committees, but his dual roles and financing history demand heightened monitoring of related-party transactions and independence safeguards. Section 16 lapses and change-of-control acceleration warrant scrutiny in pay and transaction governance .