Bing Yao
About Bing Yao
Zhengbin (Bing) Yao, Ph.D., age 59, is ArriVent BioPharma’s Chairman, President and Chief Executive Officer and a co-founder, serving on the board since June 2021 and as CEO since June 1, 2021 . He previously led Viela Bio as CEO (Feb 2018–Mar 2021) and Chairman (Jan 2019–Mar 2021) through a $3.1B sale to Horizon Therapeutics, and held senior roles at MedImmune (SVP, 2010–2018), AstraZeneca (SVP, Immuno-Oncology Franchise), Genentech (Head of PTL for multiple therapeutic areas) and Tanox (VP, Head of Research) . Dr. Yao earned an M.S. in Immunology from Anhui Medical University and a Ph.D. in Microbiology and Immunology from the University of Iowa .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Viela Bio, Inc. | Chief Executive Officer | Feb 2018–Mar 2021 | Led company to $3.1B acquisition by Horizon Therapeutics, value creation through autoimmune pipeline |
| Viela Bio, Inc. | Chairman of the Board | Jan 2019–Mar 2021 | Oversight of strategy and governance through sale process |
| MedImmune | SVP, Head of Respiratory, Inflammation, Autoimmune iMED | Oct 2010–Feb 2018 | Advanced multiple therapeutic areas, organizational leadership |
| AstraZeneca plc | SVP, Head of Immuno-Oncology Franchise | Not specified | Built immuno-oncology franchise; senior operational leadership |
| Genentech | Head of PTL for Immunology, Infectious Diseases, Neuroscience, Metabolic | Not specified | Portfolio technical leadership across multiple disease areas |
| Tanox, Inc. | VP, Head of Research | Pre-2007 | Led research prior to Tanox’s acquisition by Genentech |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alumis Inc. | Director | Current | Public biotech board service, industry oversight and network effects |
| Several private biotech companies | Director | Current | Access to emerging science and talent pipelines |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $536,475 | $558,183 |
| Target Bonus % of Salary | 50% (increased to 50% in 2023; remained 50% in 2024) | 50% |
| Actual Annual Bonus Paid ($) | $241,414 (paid Feb 2024) | $238,623 (paid Feb 2025) |
| All Other Compensation ($) | $13,200 (401k match) | $13,800 (401k match) |
| Total Compensation ($) | $1,185,782 | $2,406,649 |
Notes:
- Base salary approved increases: $538,200 effective Feb 1, 2023; $560,000 effective Feb 1, 2024; $600,000 effective Feb 1, 2025 .
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout Mechanics | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Incentive | Corporate objectives (pipeline, financial, strategic) | Not disclosed | 50% of salary | 2023: $241,414; 2024: $238,623 | Paid annually post-performance year | N/A |
| Equity Awards (Options) | Long-term value creation and retention | N/A | Discretionary grants | Grant-date fair values: $394,693 (2023); $1,596,043 (2024) | Options with time-based vesting | 25% at 1-year; 75% monthly over next 36 months |
- Equity grants to Yao: 141,353 options (Feb 1, 2023); 264,574 options (Jan 1, 2024); 380,000 options (Feb 3, 2025); each with standard 4-year vesting (25% at one year, then monthly) .
Equity Ownership & Alignment
| Item | Amount/Details |
|---|---|
| Total Beneficial Ownership | 1,092,286 shares (3.16% of 34,045,193 outstanding as of Apr 21, 2025) |
| Ownership Breakdown | ArriMed BioPharma, LLC: 218,661 shares; The MAKS Yao Trust: 394,477 shares; Options vested/exercisable within 60 days: 479,148 shares |
| Control/Disclaimers | Sole voting/investment control over ArriMed LLC; disclaims beneficial ownership of MAKS Yao Trust beyond pecuniary interest |
| Hedging/Pledging Policy | Company insider trading policy prohibits short sales, margin/pledging, and hedging transactions for employees and directors |
| Stock Ownership Guidelines | Not disclosed in proxy |
Outstanding Options Detail (as of Dec 31, 2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Sep 8, 2021 | 85,474 | 19,719 | 2.28 | Sep 7, 2031 |
| Feb 1, 2022 | 100,128 | 41,225 | 2.28 | Jan 31, 2032 |
| Feb 1, 2022 | 73,583 | 30,295 | 2.28 | Jan 31, 2032 |
| Feb 1, 2023 | 64,789 | 76,564 | 3.65 | Jan 31, 2033 |
| Jan 1, 2024 | — | 264,574 | 7.76 | Dec 31, 2033 |
Vesting Schedules (Time-based)
| Grant | Shares | Cliff Vest Date | Remainder Vesting |
|---|---|---|---|
| Feb 1, 2023 Options | 141,353 | Feb 1, 2024 (25%) | Monthly Mar 2024–Jan 2027 (75%) |
| Jan 1, 2024 Options | 264,574 | Jan 1, 2025 (25%) | Monthly Feb 2025–Dec 2027 (75%) |
| Feb 3, 2025 Options | 380,000 | Feb 3, 2026 (25%) | Monthly Mar 2026–Feb 2029 (75%) |
Note: All options vest 25% one year after grant, then in equal monthly installments over 36 months, subject to continued service .
Employment Terms
| Item | Terms |
|---|---|
| CEO Offer Letter | Initial base salary $500,000; initial target bonus 45% (raised to 50% by 2023) |
| Salary Progression | $538,200 effective Feb 1, 2023; $560,000 effective Feb 1, 2024; $600,000 effective Feb 1, 2025; target bonus 50% in 2025 |
| Annual Bonus Earned | 2023: $241,414 (paid Feb 2024); 2024: $238,623 (paid Feb 2025) |
| Option Grants | 141,353 (Feb 1, 2023); 264,574 (Jan 1, 2024); 380,000 (Feb 3, 2025) with standard vesting |
| Severance (Non‑CIC) | 1.5x base salary + pro-rated target bonus; pro-rated current-year target bonus; COBRA for 18 months; outplacement |
| Severance (CIC, Double Trigger) | Lump sum 2x base salary + target bonus; target bonus for year of termination; COBRA for 24 months; full acceleration of unvested equity; option exercise window extended to first anniversary of termination; outplacement |
| Definitions | Good Reason (material decrease in pay/opportunity, diminution in title/duties/benefits, relocation >35 miles, failure to assume plan); Cause includes misconduct, policy breaches, certain crimes, securities violations, etc. |
| Change in Control Period | 24 months post-CIC; includes certain pre-CIC terminations tied to CIC |
| Benefits | Participation in employee plans; 401(k) match 100% up to 4% of pay each payroll period |
Board Governance
- Dual role: Dr. Yao serves as CEO and Chairman; the board determined combined roles are in the company’s interest given operational knowledge, with strong independent oversight via a Lead Independent Director .
- Lead Independent Director: Kristine Peterson; responsibilities include presiding when Chair absent, leading executive sessions, liaison with management, facilitating evaluations, and stockholder communications per charter .
- Independence: All directors except Dr. Yao and Dr. Lutzker are independent under Nasdaq rules; both are non-independent as executives .
- Committees:
- Audit Committee: Nolet (Chair), Healy, Peterson; met 5 times in 2024 .
- Compensation Committee: Peterson (Chair), Hohneker, Parsey; met 4 times in 2024 .
- Nominating & Governance Committee: Hohneker (Chair), Healy, Nolet; met 3 times in 2024 .
- Attendance: Board met 6 times; no director attended fewer than 75% of meetings and committees served in 2024 .
- Director pay policy: Employee directors (including Dr. Yao) do not receive board retainers; non-employee directors have cash retainers and option grants (e.g., Board Member $45,000; Lead Independent $30,000; committee fees; initial and annual option grants) .
Equity Ownership & Trading Considerations
- Rule 10b5‑1 plans may be used by directors/officers; insider policy requires pre-clearance and prohibits short-term trading, hedging, margin, and pledging, reducing forced‑sale risk from collateral calls .
- Upcoming vesting cadence: following the Jan 1, 2025 cliff for the 2024 grant, monthly vesting continues through Dec 2027; the Feb 3, 2025 grant cliffs on Feb 3, 2026 with monthly vesting thereafter, potentially adding regular incremental option vesting that can coincide with 10b5‑1 sales windows .
Director Compensation (for completeness)
| Component | Amount |
|---|---|
| Board Member Annual Retainer | $45,000 |
| Lead Independent Director Retainer | $30,000 |
| Audit Chair / Member | $20,000 / $10,000 |
| Compensation Chair / Member | $15,000 / $7,500 |
| Nominating Chair / Member | $10,000 / $5,000 |
| Initial Director Equity | Options, grant-date FV $352,000, vest annually over 3 years |
| Annual Director Equity | Options, grant-date FV $235,000, vest at next AGM |
Investment Implications
- Pay-for-performance alignment: Yao’s compensation is equity-heavy via multi-year options with time-based vesting; larger annual grants in 2024 and 2025 increase exposure to long-term value creation rather than near-term cash, supporting alignment with shareholders but without disclosed metric weightings for annual bonuses, limiting precision in pay-performance evaluation .
- Retention and sale pressure: Regular monthly vesting from recent grants could create predictable liquidity windows; insider policy constraints and pre-clearance mitigate opportunistic selling, though 10b5‑1 plans may systematize sales around vestings .
- Change-in-control economics: Double-trigger CIC with 2x salary+bonus and full equity acceleration plus extended exercise window is generous; this can increase management’s neutrality toward strategic transactions but may be perceived as rich by governance-focused investors .
- Governance checks: CEO-Chair dual role is balanced by a robust Lead Independent Director framework and majority-independent board with active committees; attendance and independence criteria are met, supporting oversight quality .
- Ownership alignment: 3.16% beneficial stake, including vested options and family trust holdings, indicates material skin-in-the-game; policy bans pledging/hedging reduce misalignment risk from collateralized positions .