Matthew Kirkby
About Matthew Kirkby
Independent non‑employee director of BeyondSpring Inc. since October 2016; age 55 as of April 1, 2024. He holds an M.A. in Jurisprudence from Pembroke College, University of Oxford, and brings 20+ years of banking experience across London, Hong Kong, and Singapore, including senior roles at HSBC, CIMB, RBS, and ABN AMRO; currently a director/adviser to privately‑held companies . The board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HSBC (Hong Kong) | Head of Corporate Banking, Asia Pacific | 2015–2016 | Senior leadership in regional corporate banking |
| CIMB (Hong Kong) | CEO North Asia; Co‑Head of Investment Banking | 2012–2015 | Led investment banking across North Asia |
| Royal Bank of Scotland (Asia Pacific) | MD, Global Head of ECM & Corporate Finance; MD, Head of Global Banking APAC | 2008–2010; 2010–2012 | Led ECM/corp. finance and regional global banking |
| ABN AMRO | Various positions | 1999–2007 | Progressive banking roles |
External Roles
| Organization | Role | Public vs Private | Notes |
|---|---|---|---|
| Various privately‑held companies | Director/Adviser | Private | Currently serves in director/adviser capacity; no public company directorships disclosed |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee chair; Nominating and Corporate Governance Committee member (chair: Dr. Majeti) .
- Independence: Board determined he is independent under Nasdaq rules .
- Years of service: Director since October 2016 .
- Attendance: Board meeting attendance rates not disclosed in available filings; the 2025 proxy is limited to auditor ratification, providing limited governance detail .
- Director agreements: Director Agreement does not provide termination benefits .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Pro‑rated for partial year; effective July 1, 2020 |
| Committee member fees | Compensation Committee: $6,000; Nominating & Corporate Governance: $4,000; Audit Committee: $8,000 | Pro‑rated; chair premiums below |
| Committee chair fees | Compensation Committee: $12,000; Nominating & Corporate Governance: $8,000; Audit Committee: $16,000 | Pro‑rated |
| Meeting fees | Not disclosed | No per‑meeting fees stated |
Performance Compensation
| Grant Date | Award Type | Shares/Options | Exercise Price | Expiration | Vesting/Notes |
|---|---|---|---|---|---|
| 01/01/2022 | Annual option grant | 10,000 | $4.53 | 01/01/2032 | Annual director grant; one‑year vesting |
| 03/07/2022 | Ad‑hoc committee option grant | 10,000 | $1.99 | 03/07/2032 | Granted for services on ad‑hoc committees |
| 02/10/2023 | Annual option grant | 15,000 | $2.68 | 02/10/2033 | One‑year vesting; vested by 04/01/2024 |
| 05/08/2023 | One‑time option grant | 25,000 | $0.9835 | 05/08/2033 | Additional one‑time grant |
| 12/18/2023 | Options in lieu of partial 2023 cash comp | 19,875 | $0.99 | 12/18/2033 | Unvested as of 04/01/2024 |
| 01/01/2024 | Annual option grant | 10,000 | $0.90 | 01/01/2034 | Unvested as of 04/01/2024 |
| 08/01/2030 (grant year prior) | Legacy option | 5,000 | $11.03 | 08/01/2030 | Vested |
| 01/01/2031 (grant year prior) | Legacy option | 10,000 | $12.20 | 01/01/2031 | Vested |
Performance‑condition framework and clawback:
- Director equity awards generally service‑based (no revenue/EBITDA/TSR conditions): initial director grants vest over three years; annual director grants vest over one year .
- Company adopted a clawback policy applicable to Executive Officers; governance‑positive signal though not specific to non‑employee directors .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Risk |
|---|---|---|
| None disclosed (public company boards) | — | No public interlocks disclosed |
Expertise & Qualifications
- Banking, ECM, and corporate finance senior leadership experience across Asia and Europe; Oxford M.A. in Jurisprudence .
- Committee leadership (Compensation Committee chair) and membership across Audit and Nominating & Governance .
Equity Ownership
| Measure | Value | As‑of | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | 81,297 | April 1, 2024 | Includes vested options in 60‑day window |
| Ownership % of outstanding | <1% | April 1, 2024 | Based on 39,029,163 shares outstanding; marked “*” in filing |
| Restricted shares (vested) | 6,297 | April 1, 2024 | Held of record by Mr. Kirkby; all vested |
| Vested options (exercisable within 60 days) | 75,000 | April 1, 2024 | 5,000 (08/01/2030), 10,000 (01/01/2031), 10,000 (01/01/2032), 10,000 (03/07/2032), 15,000 (02/10/2033), 25,000 (05/08/2033) |
| Unvested options | 29,875 | April 1, 2024 | 19,875 (12/18/2033); 10,000 (01/01/2034) |
| Shares pledged/hedged | None disclosed | — | No pledging/hedging disclosure identified in 20‑F |
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee and sits on Audit and Nominating & Governance, providing cross‑functional oversight . Material personal equity exposure via options and restricted shares aligns incentives with shareholders . Clawback policy adoption (for executives) signals governance focus on accountability .
- Monitoring points: Use of options in lieu of cash for 2023 director compensation reflects equity‑heavy mix and potential cash conservation; track future balance of cash vs equity and any changes to vesting or award structures . 2025 proxy focuses solely on auditor ratification, providing limited visibility into board attendance and director compensation detail for the current year . Prior auditor report included a going‑concern explanatory paragraph for FY2023; while company‑level, investors may scrutinize compensation and governance discipline under such conditions .
- Conflicts/related party: No related‑party transactions disclosed involving Mr. Kirkby; Audit Committee oversees approvals of any related‑party transactions .
RED FLAGS
- Limited AGM agenda (2025 proxy) reduces transparency on director matters (no say‑on‑pay or director elections disclosed this cycle) .
- Equity in lieu of cash for directors (Dec 2023) warrants monitoring for potential dilution and pay‑mix shifts .
- Company‑level going‑concern disclosure in prior audit report increases the importance of strong board oversight and cash discipline .
Overall, Kirkby’s independence, committee leadership, and material equity exposure support alignment with shareholders, but investors should monitor award structures (particularly equity in lieu of cash), and seek clarity on attendance and engagement in future filings .