David Epstein
About David M. Epstein, Ph.D.
Independent director at Gyre Therapeutics since August 6, 2024; age 66 (as of April 21, 2025). Co‑founder and President/CEO of PairX Bio Pte. Ltd. (director since June 2022; CEO since September 2023), and co‑founder and former President/CEO of Black Diamond Therapeutics (2016–2023; director through June 2024). Prior roles include senior R&D leadership at OSI Pharmaceuticals, academic leadership at Duke‑NUS, and VP Biology/co‑founder at Archemix; Ph.D. in Biochemistry (Brandeis University) and B.S. in Chemistry (Lewis & Clark College) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Black Diamond Therapeutics (Nasdaq: BDTX) | Co‑founder; President & CEO; Director | CEO Sept 2016–Sept 2023; Director Sept 2016–June 2024 | Founded and led oncology biotech; public company leadership |
| Duke‑NUS Medical School (Singapore) | Vice Dean, Innovation & Entrepreneurship; Associate Professor | Apr 2014–Dec 2018; Assoc. Prof. Jan 2019–June 2023 | Founded Center for Technology & Development |
| OSI Pharmaceuticals | SVP, Chief Scientific Officer & Site Head; SVP & CSO, Oncology | 2010–2013; 2006–2010 | Oncology R&D leadership; post Astellas acquisition integration |
| Archemix Corporation | VP, Biology; Co‑founder & Director | 2001–2006 (VP); 2000–2003 (Director) | Early‑stage biotech creation and platform development |
| MetaStat, Inc. | Director | Apr 2013–Apr 2015 | Board oversight at precision medicine company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PairX Bio Pte. Ltd. | Co‑founder; Director; President & CEO | Director since June 2022; CEO since Sept 2023 | Private biopharma; current operating role |
| Current public company directorships | — | — | None disclosed (prior BDTX director through June 2024) |
Board Governance
- Independence: Determined independent by the Board; serves on the Audit Committee and Compensation Committee (both require independence) .
- Committee assignments (2024–2025): Audit Committee member; Compensation Committee member; not a chair. Audit Chair: Rodney Nussbaum; Compensation Chair: Renate Parry; Nominating Chair: Thomas Eastling .
- Attendance: In 2024, the Board met 4 times; each director attended ≥75% of Board/committee meetings during their service period .
- Audit Committee report signatories include Epstein (member), confirming active participation .
- Meeting counts (2024): Audit 4; Compensation 4; Nominating 1 .
- Board leadership and structure: Company is a “controlled company” under Nasdaq (majority voting power held by GNI Japan) and relies on exemptions; Board is not majority independent and independent directors do not solely select nominees. Chair (Ping Zhang) is not independent; no Lead Independent Director currently .
- Policies: Code of Conduct; insider trading policy prohibiting short‑term trading, short sales, derivatives, and hedging; Nasdaq‑compliant incentive compensation clawback policy (for covered executives) .
Fixed Compensation (Director)
| Item | Amount/Detail | Source |
|---|---|---|
| 2024 Cash Fees – David M. Epstein | $38,870 | |
| Board annual cash retainer (non‑chair) | $40,000 | |
| Audit Committee: Chair / Member | $18,000 / $9,000 | |
| Compensation Committee: Chair / Member | $14,000 / $7,000 | |
| Nominating Committee: Chair / Member | $10,000 / $5,000 |
Notes: 2024 fees reflect partial‑year service (appointed Aug 6, 2024) .
Performance Compensation (Director)
| Component | Detail | Source |
|---|---|---|
| 2024 Option Awards – Grant‑date fair value (Epstein) | $388,146 | |
| Outstanding stock options held (as of 12/31/2024) | 53,866 options | |
| Options exercisable within 60 days (as of 3/12/2025) | 11,556 options | |
| Standard initial director equity grant | Options to purchase 52,000 shares; monthly vest over 3 years | |
| Standard annual director equity grant (for continuing directors at AGM) | Options to purchase 26,000 shares; monthly vest over 1 year |
Mix: In 2024, c. 91% equity ($388,146 options) and c. 9% cash ($38,870), aligning director pay with long‑term shareholder value via stock options .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed (prior BDTX director through June 2024) |
| Compensation Committee interlocks | None – committee members not company officers; no reciprocal executive/board interlocks disclosed |
Expertise & Qualifications
- Founding biotech CEO (PairX, BDTX); oncology drug discovery and translational science leadership (OSI, Archemix); academic commercialization (Duke‑NUS) .
- Advanced technical and scientific credentials (Ph.D. Biochemistry; post‑doctoral research in protein structure/dynamics collaborations) .
- Financial literacy suitable for Audit Committee service (Board determined independence; Audit membership) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Composition/Notes |
|---|---|---|---|
| David W. Epstein, Ph.D. | 11,556 | <1% | Options exercisable within 60 days of March 12, 2025 (no common shares disclosed) |
| Outstanding options at 12/31/2024 (reference) | 53,866 | — | Total options held at year‑end 2024 |
Compliance: The company indicates all required Section 16 reports were timely filed for 2024 .
Governance Assessment
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Positives:
- Independent director with deep biotech operating and scientific experience; active Audit and Compensation Committee member; signed Audit Committee Report .
- Strong equity‑linked compensation emphasizing alignment; standard, time‑based option vesting; no director‑specific related‑party transactions disclosed .
- Use of independent compensation consultant (Aon/Radford) for 2024 director/executive pay benchmarking .
-
Structural risks to monitor:
- Controlled company status; Board not majority independent; Chair not independent; no Lead Independent Director—potential checks-and-balances weakness for minority investors .
- Family relationship: Director Thomas Eastling is married to the CFO (Ruoyu Chen); Eastling is not independent—elevated related‑party optics within boardroom composition .
- Majority owner (GNI Japan) and affiliated transactions (e.g., R&D services of $0.2M in 2024; receivables related to restructuring) underscore potential conflict context; overseen under related‑party policy and Audit Committee pre‑approval .
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Attendance and engagement:
- Board/committee cadence (Board 4; Audit 4; Compensation 4 in 2024) and disclosure that all directors met ≥75% attendance suggest baseline engagement; Epstein joined mid‑year and serves on two key committees .
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Policy safeguards:
- Insider trading policy restricts hedging/derivatives and short‑term trading; Nasdaq‑compliant clawback policy in place for covered executives (not director‑specific) .
Overall, Epstein’s independent status, committee roles, and equity‑heavy compensation support investor alignment, while company‑level controlled‑company governance features and board relationship ties merit ongoing monitoring for potential conflicts and minority shareholder protections .