Doris Wong
About Doris Wong
Datuk Dr. Doris Wong is Cyclacel Pharmaceuticals’ Chief Executive Officer and Executive Director (appointed February 26, 2025) and serves concurrently as Chair of the Board; she is 43 years old and brings 20+ years of management experience across multiple industries and geographies . She is the majority and controlling shareholder, beneficially owning 194,628,820 common shares (51.06%) following a change-of-control transaction in which she acquired and converted preferred shares; this position enables effective control over director elections and major corporate actions . Company performance prior to her tenure shows cumulative TSR compression and continuing net losses: a $100 investment declined to $17.15 (2022), $4.58 (2023), and $0.64 (2024), while net losses were $21.2M (2022), $22.6M (2023), and $11.2M (2024) . These historical outcomes frame execution risk and pay–performance alignment going forward.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Metronic Global Bhd | Executive Director | Oct 2020–present | Optimized financial operations, set business goals, advised board, executed special projects . |
| Metronic Engineering Sdn. Bhd. | Chief Corporate Officer | Jan 2019–Sep 2020 | Oversaw HR operations; helped shape brand strategy . |
| Dai-Ichi Kikaku Sdn. Bhd. | General Manager | 2015–2016 | Led BD, client strategy, creative, production, media, procurement, research . |
| JLPW Law Firm | Strategic Business Consultant | 2012–2015 | Handled international M&A/JV deals across industries . |
| Niagamatic Sdn. Bhd. | Managing Director | 2002–2012 | Led all operations; set strategic guidance to achieve long-term goals . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| BSL Corporation Berhad (KLSE: BSLCORP) | Executive Director | May 2024–present | Public company; precision metal/PCB/forging; Malaysia . |
| Energem Corp (pre-deSPAC) | Independent Director; Audit & Compensation committees; later Executive Director | Nov 16, 2021–Jan 27, 2023 (ID); Jan 27, 2023–Mar 14, 2024 (ED) | Transitioned from independent director to executive role pre-merger with Graphjet . |
| Graphjet Technology (Nasdaq: GTI) | Director | Mar 14, 2024–Jan 6, 2025 | Served post-business combination . |
| Trive Property Group Bhd (0118.KL) | Non-independent Non-executive Director | Feb 2017–present | Malaysia-listed board role . |
Fixed Compensation
| Component | Status/Amount | Notes |
|---|---|---|
| CEO employment compensation | Not yet determined (as of appointment) | Company disclosed CEO compensation “may be entitled to compensation which has not yet been determined” . |
| Board retainer (CEO) | $60,000 annual (paid monthly) | Director Compensation Program for FY2025 lists an annual amount for “Chief Executive Officer” . |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed for CEO | — | — | — | — | — |
The 2018 Equity Incentive Plan permits PSUs/RSUs/options and performance-based awards, but no specific 2025 CEO performance metrics or awards were disclosed for Wong as of the proxy date .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 194,628,820 common shares (51.06%) as of April 24, 2025 . |
| Basis of control | Acquired 1,000,000 Series C and 1,745,262 Series D preferred shares for $6.3M; converted into 2,650,000 and 191,978,820 common shares, respectively, establishing control at closing; later disclosed as 51.06% of outstanding . |
| Shares outstanding (reference) | 381,202,294 common shares outstanding as of May 1, 2025 (record date) . |
| Vested vs unvested | Common stock; not an unvested equity award—fully owned common shares . |
| Pledging/hedging | Insider Trading Policy prohibits hedging transactions (e.g., collars, short sales); no specific disclosure on pledging . |
| Ownership guidelines | Not disclosed in proxy . |
| Additional lock-up context | A six-month contractual lock-up applies to any shares issued under the Lazar SPA private placement program (assigned to Wong); this does not explicitly cover the preferred-to-common conversion shares she already holds . |
Employment Terms
| Term | Detail |
|---|---|
| Start date | February 26, 2025 (appointed CEO and Director) . |
| Role | Chief Executive Officer; principal executive officer . |
| Contract term/expiration | Not disclosed . |
| Severance / Change-in-control | Not disclosed for Wong; legacy executive CIC/severance arrangements were stated as terminated for prior executives . |
| Non-compete / Non-solicit | Not disclosed . |
| Clawback provisions | Not disclosed in proxy for executives; general Code of Conduct referenced . |
Board Governance
- Board roles: Wong is simultaneously Chair of the Board and CEO; board leadership structure acknowledges combined roles and indicates continued re-examination of governance policies .
- Independence and committees: Three independent directors were appointed and constitute the Audit (Chong, Chair; Laurduraj; Krishnan), Compensation (Laurduraj, Chair; Chong; Krishnan), and Nominating & Governance (Krishnan, Chair; Chong; Laurduraj) committees; Wong is not on these committees .
- Board tenure/class: Wong is nominated as a Class 3 director; if re-elected at the 2025 meeting, the term runs until the 2028 annual meeting .
- Attendance: In 2024, the board held 31 meetings and committees met 9 times collectively; no director attended fewer than 80% (pre-change board) .
Director Compensation
| Title | Annual Amount (FY2025 program) |
|---|---|
| Chief Executive Officer | $60,000 |
| Chief Financial Officer | $6,000 |
| Other Non-Management Board Members | $12,000 |
Capital Formation and Incentive Capacity (dilution context)
- Share reserve increase: Proposal to increase the 2018 Equity Incentive Plan by 4,281,987 shares; at adoption date, equity overhang would rise from 0.2% to 1.3% if approved .
- Current availability/outstanding: As of record date, 483,041 shares available under 2018 Plan; 339,000 options outstanding (WAEP $13.46; WARM 7.82 years); 32,666 RSUs outstanding .
- Plan terms: No repricing without stockholder approval; 10-year max term; standard CIC treatment with potential acceleration if awards are not assumed by a successor .
Pay vs Performance (context pre-dating Wong’s tenure)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of $100 investment (TSR) | $17.15 | $4.58 | $0.64 |
| Net Loss ($000s) | $(21,198) | $(22,555) | $(11,212) |
Related Party Transactions and Conflicts
- The company disclosed no related-party transactions involving Wong requiring Item 404(a) disclosure in connection with her appointment .
- As a controlling shareholder, the proxy explicitly notes she “controls the management and affairs of the Company” and can control stockholder approvals, including mergers and significant corporate transactions .
Risk Indicators and Red Flags
- Combined CEO/Chair and controlling shareholder: Concentration of power raises governance/independence concerns despite independent committees .
- Nasdaq compliance: Company recently regained equity compliance and remains under a Mandatory Panel Monitor for one year; minimum bid price deficiency remained to be cured as of late February 2025, with a covenant to take steps to cure .
- Potential dilution: Proposed increase to equity plan share pool and presence of outstanding awards/available shares create dilution risk if aggressively used for retention or new hires .
Compensation Structure Analysis
- Current-state opacity: CEO cash and incentive compensation for 2025 had not been set at the time of the 8-K/proxy filings, limiting pay-for-performance visibility; only the board retainer for the CEO role is specified ($60,000) .
- Incentive architecture capacity exists (options/RSUs/PSUs) with standard, shareholder-friendly provisions (no repricing without approval; CIC handling) but no disclosed CEO performance weightings/targets yet; watch for post-meeting grants and targets .
- Ownership alignment is high due to >50% stake and hedging prohibition; absence of disclosed pledging policy is a monitoring point .
Say-on-Pay & Shareholder Feedback
- 2025 agenda includes an advisory vote on executive compensation; no outcome disclosed yet .
Investment Implications
- Alignment vs. governance tradeoff: Wong’s majority ownership strongly aligns interests with equity value but concentrates control (as combined CEO/Chair), elevating governance and minority protection considerations; independent committees partially mitigate .
- Near-term watch items: Post-annual-meeting disclosure of CEO pay structure/targets, any new equity grants under the expanded plan, and progress on Nasdaq minimum bid price compliance per covenant .
- Liquidity and selling pressure: Her core position consists of fully converted common shares without disclosed vesting; no specific pledging limits disclosed; a 6-month lock-up applies only to shares issued under the assigned private placement program, not to her already converted control block—monitor Form 4s for any dispositions .