Lan Huang
About Lan Huang
Lan Huang, Ph.D. (age 54), is Co‑Founder, Chairperson of the Board, Chief Executive Officer and Principal Financial and Accounting Officer of BeyondSpring (BYSI). She has served on the board since November 2014 and leads the company’s oncology development strategy, including the Phase 3 DUBLIN‑3 program for plinabulin and broader immuno‑oncology initiatives . Education: B.A. magna cum laude (Lawrence University), Ph.D. in Chemistry (UC Berkeley), postdoctoral training at Memorial Sloan Kettering; research published in Science and Nature . Company performance context: consolidated net loss narrowed to $16.7 million in 2024 from $21.9 million in 2023 amid continued clinical development and portfolio actions (including planned monetization of SEED Therapeutics equity) .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Consolidated Net Loss ($USD Millions) | $21.9 | $16.7 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wanchun Biotech (former holding company of BeyondSpring’s U.S. subsidiary) | Co‑Founder | 2010– | Foundational entity for BeyondSpring’s global structure |
| Wuxi MTLH Biotechnology Co. Ltd | Co‑Founder; CEO (2010) | 2007– | Designed peptide drug; rights sold to Shanghai Pharmaceutical Group (2010) |
| Paramax International Inc. (CRO) | Co‑Founder | 2008–2009 | Built CRO capabilities; company acquired by ReSearch Pharmaceutical Services (2009) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sincere Efforts Foundations Inc. (non‑profit) | Director | Current | Governance exposure; philanthropic network |
| Wuxi MTLH Biotechnology Co. Ltd | Director | Current | Ongoing industry connectivity in China |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $474,359 | $459,053 | Salary includes compensation from both BeyondSpring and SEED |
| Base salary (BeyondSpring only, post SEED assignment) | n/a | $90,584 | Effective Sep 1, 2024, Huang assigned ~80% time to SEED; BYSI base reduced accordingly |
| 401(k) match and other compensation ($) | $17,322 | $10,062 | 401(k) match up to 6%; standard benefits |
Performance Compensation
| Metric | Target | Actual Payout | Calculation Basis | Vesting/Timing |
|---|---|---|---|---|
| Annual Incentive Bonus (2023) | 50% of base salary | $131,171 | Product of corporate performance rate and individual rate; paid/scheduled following year | |
| Annual Incentive Bonus (2024) | 50% of base salary | $215,882 | Product of corporate performance rate and individual rate; unpaid as of 10‑K filing | |
| Option Awards (BYSI, grant date fair value) | n/a | $320,000 (2023) | ASC 718 grant date fair value | Per grant schedules below |
Notes:
- Huang participates in senior management bonus programs consistent with peers; her target bonus was 50% of base salary in FY2023–FY2024 .
- Bonus amounts include BeyondSpring and SEED components and may be unpaid in part as of filing (e.g., $32,113 from 2023 remained unpaid) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 6,754,606 shares (16.47% of 40,316,320 shares outstanding as of Feb 28, 2025) |
| Ownership Breakdown | Includes personal entities/trusts (Ever Regal, Fairy Eagle, Rosy Time), GRATs (2022 & 2024), Sincere Efforts foundation, proxies over children’s trusts and unaffiliated shares, and 706,118 vested options under the 2017 Omnibus Plan |
| Options Outstanding (BYSI) | Exercisable/Unexercisable: 22,442/11,221 (3/19/24 grant); 133,333/266,667 (5/8/23 grant); 90,343/- (1/11/22 grant); 460,000/- with 260,000 performance‑based unearned (8/1/20 grant) |
| SEED Options | 1,500,000 outstanding options at $0.50 (750k granted 2022; 750k granted 2024); 312,500 vested; 1,187,500 unvested; vest in seven tranches (2025–2028); expirations 12/1/2032 and 2/15/2029 |
| Pledging/Hedging | No pledging disclosed; no hedging disclosure noted |
| Ownership Guidelines | Not disclosed |
Vesting Schedules and Insider Selling Pressure
| Grant | Shares | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|
| BYSI options (3/19/2024) | 33,663 | $3.168 | 3 equal tranches: 6/30/2024, 12/31/2024, 6/30/2025 | 3/19/2029 |
| BYSI options (5/8/2023) | 400,000 (133,333 ex/266,667 unex) | $0.9835 | 133,333 on 5/8/2025; 133,334 on 5/8/2026 | 5/8/2033 |
| BYSI options (1/11/2022) | 90,343 (exercisable) | $4.69 | Time‑based; fully vested/exercisable as shown | 1/11/2027 |
| BYSI options (8/1/2020) | 460,000 ex.; 260,000 unearned perf. | $11.03 | Performance‑based per award agreements | 8/1/2030 |
| SEED options (2/15/2024) | 250,000 | $0.50 | Tranches vesting 2/15/2025–2/15/2028 | 2/15/2029 |
| SEED options (12/1/2022) | 750,000 | $0.50 | Tranches vesting 12/1/2025–12/1/2027 | 12/1/2032 |
Implications: Meaningful vesting in 2025–2026 (BYSI and SEED) could create periodic selling pressure if options are in‑the‑money; performance‑based BYSI awards align to milestones .
Employment Terms
- Status: At‑will; either party may terminate; CEO also serves as Principal Financial and Accounting Officer .
- Non‑solicit/Confidentiality/IP: Two‑year non‑solicit; confidentiality and IP assignment provisions .
- Severance: If terminated without “cause” or resigns for “good reason,” receives nine months of then‑base salary paid over severance period, plus pro‑rated bonus (based on actual results), contingent on release .
- SEED Assignment: Effective Sep 1, 2024, assigned ~80% of work time to SEED; BYSI base salary reduced to $90,584; if SEED employment terminates other than for cause, returns to full‑time BYSI with restored salary .
Board Governance
- Roles: Chair of the Board and CEO (dual role); BYSI has six directors .
- Committee memberships: Audit (Fabbio—Chair, Delaney, Kirkby), Compensation (Kirkby—Chair, Majeti), Nominating & Corporate Governance (Majeti—Chair, Kirkby). Huang is not listed as serving on these committees .
- Independence: Four non‑employee directors are independent under Nasdaq rules (Delaney, Fabbio, Kirkby, Majeti) .
- Dual‑role implications: Combined CEO/Chair raises independence/oversight considerations; no Lead Independent Director is disclosed .
- Meeting attendance/executive sessions: Not disclosed .
Director Compensation (for context)
- Directors receive equity (options, restricted shares) and may hold vested and unvested awards; specific cash retainers are not detailed in the 10‑K. Outstanding director equity positions are disclosed (e.g., Delaney 89,906 vested options + 10,000 unvested) .
Related Party Transactions and Conflicts
- Family employment: Spouse Linqing Jia is President of Wanchunbulin (compensation >$120k in 2023). Stepdaughter and her spouse work at BeyondSpring U.S.; each received compensation >$120k in 2023–2024, described as consistent with peers .
- Executive certification and controls: CEO certifies SOX Sections 302 and 906; company reported remediation of prior material weaknesses as of Dec 31, 2024 .
Compensation Structure Analysis
- Mix shift: Significant equity exposure via multi‑year option grants (BYSI and SEED), with substantial vesting in 2025–2026; annual cash bonus remains at 50% target of base salary .
- Performance orientation: Presence of performance‑based BYSI options (8/1/2020 award with 260,000 unearned options tied to metrics) suggests linkage to milestones; annual bonus payouts reflect corporate and individual ratings but specific performance metrics (e.g., revenue, TSR, ESG) are not disclosed .
- Guaranteed pay: No tax gross‑ups, SERP, or deferred compensation noted; standard benefits and 401(k) match up to 6% .
- Retention: 2023 retention bonuses ($104,000 paid to Huang) indicate prior focus on stability through regulatory setbacks .
Risk Indicators & Red Flags
- Dual role: CEO also Chair; absence of disclosed Lead Independent Director could limit independent oversight .
- Going concern (auditor): Prior auditor’s 2023 report included a going concern emphasis paragraph; auditor transition to CBIZ in 2025 noted in the 2025 proxy .
- Key person risk: Company explicitly notes strong dependence on Huang; no key person insurance maintained .
- Family employment: Multiple related parties employed; requires continued audit committee monitoring for fairness .
- Regulatory/clinical risk: FDA Complete Response Letter (2021) and continued development risks disclosed; elevated execution risk in oncology path .
Say‑on‑Pay & Peer Benchmarking
- Say‑on‑Pay: Not disclosed in the 10‑K; DEF 14A (2025) focused on auditor ratification only .
- Peer group/target percentile: Not disclosed .
Expertise & Qualifications
- Technical credentials: Ph.D. in Chemistry (UC Berkeley); MSKCC postdoc; published in Science and Nature; patents in oncology and dermatology .
- Industry experience: Founding experience across biotech and CROs; China/U.S. cross‑border expertise .
Multi‑Year Compensation (CEO)
| Year | Salary ($) | Retention Bonus ($) | Option Awards ($) | Annual Incentive ($) | Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 | 474,359 | 104,000 | 320,000 | 131,171 | 17,322 | 1,046,852 |
| 2024 | 459,053 | – | 108,435 | 215,882 | 10,062 | 793,432 |
Investment Implications
- Alignment: High beneficial ownership (16.47%) and extensive unvested option exposure (BYSI and SEED) align Huang’s incentives with long‑term value creation; performance‑based awards further tie outcomes to milestones .
- Oversight and retention: Dual CEO/Chair role and family employment require robust independent committee oversight; lack of Lead Independent Director is a governance watch‑item . Key person risk is explicitly noted and uninsured .
- Catalyst/pressure timing: Significant vesting in 2025–2026 across BYSI and SEED options could coincide with clinical/regulatory catalysts; potential selling pressure if options are in‑the‑money .
- Financial resilience: Net losses persist; auditor history includes going concern emphasis for 2023; execution risk remains high pending approvals/partnerships .