Gerald Chan
Apellis PharmaceuticalsAbout Gerald Chan
Gerald Chan, Sc.D., is Apellis Pharmaceuticals’ independent Chairman of the Board and Class III director (independent since 2013), age 74; he chairs the Nominating & Corporate Governance Committee . He co-founded the Morningside Group in 1986 and is a member of the American Academy of Arts and Sciences (since 2017), serving on advisory bodies at Brigham and Women’s Hospital (since 2018) and Harvard University (since 2012), and as trustee of Scripps Research Institute (since 2017) . He holds an S.M. in Medical Radiological Physics and Sc.D. in Radiation Biology from Harvard, plus B.S./M.S. in Engineering from UCLA, and completed post-doctoral training at Dana-Farber Cancer Institute .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wellcome Trust | Chair, Innovation Advisory Committee | 2016–2020 | Led innovation strategy |
| LumiraDx Limited | Director | 2020–2023 | Board service during commercialization phase |
| Aduro Biotech Inc. | Director | 2014–2018 | Governance oversight |
| Hang Lung Group Limited | Director | 1986–present | Long-tenured board member |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morningside Group | Co-Founder | 1986–present | Private investment leadership |
| American Academy of Arts and Sciences | Member | Since 2017 | Learned society membership |
| Brigham and Women’s Hospital | Scientific Advisory Committee Member | Since 2018 | Clinical/scientific oversight |
| Harvard University | Global Advisory Council Member | Since 2012 | University advisory |
| Harvard T.H. Chan School of Public Health | Dean’s Board of Advisors | Since 2011 | Public health leadership advisory |
| Scripps Research Institute | Trustee | Since 2017 | Research governance |
| Stealth BioTherapeutics Corp | Director (private; public 2019–2022) | Ongoing | Biotech board experience |
Board Governance
- Independent Chairman of the Board; committees: Chair, Nominating & Corporate Governance .
- Independence: Board determined all directors except the CEO are independent under Nasdaq and SEC rules .
- Committee meetings (2024): Audit 4, Compensation 6, Compliance 4, Nominating & Corporate Governance 1 .
- Board meeting cadence and engagement (2024): Board met 7 times; each director attended ≥75% of board/committee meetings; independent directors held 5 executive sessions; all directors attended the 2024 annual meeting .
- Board leadership: CEO and Chair roles separated; no lead independent director because the Chair is independent .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board retainer (member) | $50,000 | Paid quarterly, prorated as needed |
| Board Chair additional fee | $33,750 | Annual premium for Chair role |
| Audit Committee (member/chair add’l) | $12,500 / $12,500 | Annual |
| Compensation Committee (member/chair add’l) | $10,000 / $10,000 | Annual |
| Compliance Committee (member/chair add’l) | $7,500 / $7,500 | Annual |
| Nominating & Corporate Governance (member/chair add’l) | $7,500 / $7,500 | Annual |
| Expense reimbursement | Reasonable travel/out-of-pocket | Policy-based |
| Program changes for 2025 | No changes | Reviewed by comp committee/Pay Governance |
Performance Compensation
| Equity Award Design | Annual Grant (2024) | Annual Grant (2025) | Vesting | Term/Other |
|---|---|---|---|---|
| Stock Options (value target) | $200,000 (5,748 options) | $200,000 (11,199 options) | 4 quarterly installments (Apr 1, Jul 1, Oct 1, Jan 1 following year); time-based | 7-year term; strike at grant FMV; full vesting on change in control |
| RSUs (value target) | $200,000 (3,341 RSUs) | $200,000 (6,267 RSUs) | 100% at 1-year; deferral optional; time-based | Full vesting on change in control |
No performance metrics are used for director equity (awards are time-based; metric-based PSUs apply to executives, not directors) .
Director Compensation – Actuals
| Metric | 2023 | 2024 |
|---|---|---|
| Cash Fees ($) | $98,750 | $98,750 |
| Option Awards ($) | $205,372 | $199,973 |
| RSU Awards ($) | $199,962 | $199,992 |
| Total ($) | $504,084 | $498,715 |
Other Directorships & Interlocks
- 5% owners include Morningside Venture Investments, Ltd. (MVIL) at 10.2% as of March 31, 2025; MVIL’s directors are named and share voting/dispositive control (address Monaco) . Gerald Chan is co-founder of Morningside Group (separate fact) .
- No related-party transactions involving Gerald Chan are disclosed; the Audit Committee oversees and approves any related person transactions and the proxy describes the policy framework (review thresholds ≥$120,000) .
- Investors’ Rights Agreement from August 2017 covers certain pre-IPO shareholders (including some directors and 5% holders) with registration rights; routine governance disclosure .
Expertise & Qualifications
- Life sciences investment and board service experience across biotech and technology companies .
- Advanced scientific and engineering education (Harvard Sc.D./S.M.; UCLA B.S./M.S.); post-doctoral training at Dana-Farber .
- Broad academic and clinical advisory roles (Harvard, Brigham & Women’s, Scripps) .
Equity Ownership
| Item | Value | Date/Notes |
|---|---|---|
| Shares beneficially owned | 220,171 (less than 1%) | As of March 31, 2025 |
| Outstanding options | 216,417 | As of December 31, 2024 |
| Outstanding RSUs | 10,483 | As of December 31, 2024 |
| Ownership guidelines | Directors: ≥3x annual cash retainer; all directors met as of December 31, 2024 | Stock ownership policy |
| Hedging/pledging | Prohibited under insider trading policy; Audit Committee may grant exceptions (permitted for Machiels in 2024); no exception disclosed for Chan | Policy disclosure |
Say-on-Pay & Shareholder Feedback
| Year | Support (%) |
|---|---|
| 2023 | >93% in favor |
| 2024 | >89.9% in favor |
| 2025 Vote Counts | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Say-on-Pay | 75,901,920 | 4,167,103 | 59,860 | 23,918,223 |
| Frequency (One Year) | 79,858,618 | 32,418 | 206,221 | 31,626 |
Governance Assessment
- Board effectiveness: Independent chair with clear separation of leadership; robust committee coverage; regular executive sessions demonstrate strong independent oversight .
- Engagement and attendance: Board met 7 times in 2024 with ≥75% attendance by each director; independent directors held 5 executive sessions; directors attended the 2024 annual meeting .
- Compensation alignment: Director pay balanced between cash retainer and significant equity (approximately $400k/year in options+RSUs, time-based), supporting ownership alignment; full change-in-control vesting is standard for directors .
- Ownership alignment and policies: Directors meet stock ownership guidelines; strict anti-hedging/pledging policy, with rare exceptions overseen by Audit Committee .
- Potential conflicts/red flags:
- MVIL is a 10.2% holder; Gerald Chan’s co-founding of Morningside Group may create perceived alignment considerations, though the proxy identifies MVIL’s directors and does not disclose any related-person transactions involving Chan; Audit Committee oversees such transactions under a formal policy .
- No director-specific legal proceedings or adverse disclosures are noted in the proxy; independence affirmed for all non-employee directors .
- Investor confidence: Strong say-on-pay approval in 2023–2024 and majority support again in 2025, with annual frequency preference reaffirmed .