Soo Young Lee
About Soo Young Lee
Soo Young Lee (age 53) has served as an independent director of Abpro Holdings, Inc. since the November 13, 2024 Business Combination, and is classified as a Class II director with a term expiring at the 2026 annual meeting . He is Senior Vice President and Head of the New Drug Division at Celltrion Inc. (since April 2022), previously Vice President leading Celltrion’s vaccine and non-clinical department (Jan 2019–Mar 2022) . He holds a master’s degree in biochemical engineering from Hanyang University and a Ph.D. in biochemical engineering from Inha University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Celltrion Inc. | Senior Vice President, Head of New Drug Division | Apr 2022–present | Drug development leadership |
| Celltrion Inc. | Vice President, Head of Vaccine & Non-Clinical Dept. | Jan 2019–Mar 2022 | Vaccine/non-clinical oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| A&G Pharmaceuticals, Inc. | Director | Since Apr 2022 | Private company focused on cancer detection/diagnosis |
| Other public company boards | — | — | 0 current public company boards |
Board Governance
- Committee assignments: Member, Audit; Member, Compensation; Member, Nominating & Corporate Governance. All three committees are chaired by Anthony D. Eisenberg; members include Ian McDonald and Soo Young Lee .
- Independence: Board determined all committee members (including Lee) are independent under Nasdaq and SEC rules .
- Classification and tenure: Class II director; term expires in 2026 .
- Attendance: Board did not meet in 2024 given directors were appointed at the November 13, 2024 Closing . Audit Committee met twice in 2024; Compensation and Nominating committees did not meet in 2024 (formed at Closing) .
- Executive sessions: Independent directors hold separate executive sessions at least twice per year .
- Audit Committee report: Lee signed the Audit Committee Report recommending inclusion of the audited financials and selection of Wolf & Company for 2025 .
Fixed Compensation
Director cash compensation policy adopted April 2025; amounts are annual rates paid quarterly in arrears .
| Component | Amount (USD) | Notes |
|---|---|---|
| Board cash retainer | $40,000 | For all non-employee directors |
| Audit Committee member fee | $7,500 | Lee is a member (not chair) |
| Compensation Committee member fee | $5,000 | Lee is a member |
| Nominating & Governance Committee member fee | $4,000 | Lee is a member |
| Committee chair premiums | $15,000 (Audit); $10,000 (Comp); $8,000 (Nom/Gov) | Not applicable to Lee (Eisenberg is chair) |
No director cash compensation was paid for 2024; policy effective 2025 .
Performance Compensation
Equity awards under the director policy are stock options vesting on the first anniversary of grant; accelerate on change of control .
| Equity Component | Grant Size | Grant Timing | Vesting | Change-of-Control | Notes |
|---|---|---|---|---|---|
| Initial stock options | 60,600 options | Granted July 2025 to each non-employee director (incl. Lee) | 1-year cliff from grant date | Full acceleration | Under 2024 Equity Incentive Plan |
| Annual stock options | 30,300 options | Each annual meeting to directors then serving | 1-year cliff | Full acceleration | Under New Abpro Incentive Plan |
| Performance metrics | None disclosed | — | — | — | Director equity is time-based options; no TSR/EBITDA metrics disclosed |
Other Directorships & Interlocks
| Relationship | Detail | Risk/Interlock |
|---|---|---|
| Employment at Celltrion | SVP; Head of New Drug Division | Abpro and Celltrion have a strategic partnership co-developing ABP-102/CT-P72; potential related-party proximity |
| Public boards | 0 current public company boards | — |
| Private boards | Director, A&G Pharmaceuticals, Inc. | No disclosed transactions with ABP in proxy |
Expertise & Qualifications
- Deep drug development leadership; senior roles at Celltrion across new drug, vaccine, and non-clinical programs .
- Advanced technical credentials (M.S. Hanyang; Ph.D. Inha) in biochemical engineering .
- Prior board experience at a pharma company (A&G Pharmaceuticals) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | As of |
|---|---|---|---|
| Soo Young Lee | 0 | 0% | Sept 2, 2025 |
- Lee received 60,600 stock options in July 2025; these vest after one year and may not be exercisable within 60 days of the record date, explaining 0 beneficial ownership reported .
- Insider trading policy prohibits hedging and pledging (with limited exceptions requiring approval); one director had a 10b5-1 plan in effect as of the record date (identity not specified) .
Governance Assessment
- Strengths:
- Independent status affirmed; sits on all three standing committees, enhancing board coverage and oversight .
- Audit Committee engagement documented (two meetings in 2024; signed Audit Committee Report) .
- Anti-hedging and anti-pledging policies reduce misalignment and risk behaviors .
- Watch items / RED FLAGS:
- Potential conflict: Senior leadership at Celltrion while Abpro has a strategic collaboration with Celltrion on ABP-102/CT-P72; requires robust related-party oversight and recusals on any Celltrion-related decisions .
- Low skin-in-the-game: Reported beneficial ownership is 0% as of Sept 2, 2025; options are time-vested with no disclosed performance linkage .
- No disclosed director stock ownership guidelines in the proxy (company notes absence of executive guidelines; no director-specific guidelines disclosed), which may limit formal alignment targets .
Mitigations: The Audit Committee reviews and approves related-party transactions, with conflicted directors excluded from approvals; independence determinations under Nasdaq/SEC standards are affirmed for committee service .
Notes on Compensation Committee Governance
- Members: Eisenberg (Chair), McDonald, Lee; all independent and non-employee directors per Nasdaq and Rule 16b-3 .
- Responsibilities include director compensation recommendations, executive pay oversight, long-term incentive plans, and annual self-evaluation .
- No compensation committee interlocks; none of the members is or has been an officer/employee of the company .
Related Party Transactions Oversight
- Policy: Audit Committee must review/approve related-party transactions; conflicted directors must provide information and are excluded from approvals; transactions must be on no less favorable terms than those available from unaffiliated third parties .
- Proxy discloses significant pre- and post-closing related party items (e.g., notes and consulting arrangements), but no Celltrion transactions are listed in the related party section; Celltrion partnership is disclosed via 8-K press release .