Han Ying
About Han Ying
Han Ying, Ph.D., is Chief Executive Officer and Director of Gyre Therapeutics, Inc., serving as CEO since January 15, 2024 and on the Board since October 2023 . Age 60 as of April 21, 2025, Dr. Ying holds a Ph.D. in cancer biology from Stanford University, B.S. and M.S. from Beijing University, and completed post-doctoral training at the National Cancer Institute . His credentials span >20 years in immunology and oncology across research, biotech startups, operations, and M&A support (e.g., technical lead for Sanpower’s acquisition of Dendreon) . Company performance during 2024 (his first year as CEO) showed net income of $17.9 million versus a loss of $85.5 million in 2023 and TSR of 134 (cumulative from the fixed 12/31/2021 baseline), providing a favorable context for pay-versus-performance alignment in his first year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Maxine Dunitz Neurosurgical Institute | Principal Investigator | 1999–2022 | Led clinical lab conducting dendritic cell vaccine trials for malignant brain tumors . |
| Berlex Biosciences | Project Leader, Cancer Research | 2002–2007 | Oncology R&D leadership . |
| Monogram Biosciences | Scientist (biomarkers) | 2007–2009 | Developed biomarkers supporting targeted therapies . |
| T-Cure Bioscience; Sanpower Group (Biomedical sector) | Scientific founding team member (T‑Cure); Chief Scientific Officer (Sanpower) | 2017–2019 | Built immuno-oncology capabilities and served as key technical expert for Sanpower M&A (Dendreon) . |
| Tactiva Therapeutics | Chief Technology Officer | 2020–2021 | Immune-oncology technology leadership . |
| Immunnova | Co-founder | 2012– | Founded platform in dendritic cell vaccines and antigen-specific T cells . |
| Base Therapeutics | Co-founder & COO | Jan 2021–Dec 2023 | Built biotech operations pre-Gyre tenure . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Gene Corporation | Director | Current (as disclosed) . |
| Base Therapeutics | Director | Current (as disclosed) . |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary | $350,000 | As of 12/31/2024 per employment agreement . |
| Target Annual Bonus | 10% of base salary | Tied to predefined business and personal goals set by Compensation Committee . |
| Actual Bonus Paid (Cash) | $35,000 | Approved by Compensation Committee for 2024 . |
| All Other Compensation | $11,125 | Includes $2,625 board retainer pre-CEO and $8,500 company 401(k) contribution . |
Performance Compensation
Equity Awards (Options)
| Grant Date | Type | Options (Shares) | Exercise Price | Vesting | Expiration | Grant-date Fair Value |
|---|---|---|---|---|---|---|
| Aug 14, 2024 | Stock Options | 341,000 | $9.98 | 25% at 1st anniversary; then equal monthly over next 3 years | Aug 14, 2034 | Included in 2024 total Option Awards $2,503,401 |
| Jan 1, 2024 | Stock Options | 1,866 (622 exercisable; 1,244 unexercisable at FY-end) | $6.93 | Equal installments on each of first 3 anniversaries | Oct 31, 2033 | Included in 2024 total Option Awards $2,503,401 |
Annual Incentive (Cash)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Business and personal goals (as set by Comp Committee) | Not disclosed | 10% of base salary ($35,000 target) | $35,000 | Cash | Immediate (paid for 2024) |
Clawback policy: Nasdaq Rule 10D‑1 compliant; company will recover incentive-based compensation received after Oct 30, 2023 that exceeds restated amounts following a required accounting restatement .
Equity Ownership & Alignment
| Item | As of March 12, 2025 | Details |
|---|---|---|
| Total Beneficial Ownership (SEC definition) | 622 shares (via options exercisable within 60 days), <1% of outstanding | Based on 93,612,442 shares outstanding; “*” denotes <1% . |
| Exercisable vs Unexercisable Options (12/31/2024) | 622 exercisable; 342,244 unexercisable | Unexercisable total = 341,000 (8/14/2024) + 1,244 (1/1/2024) . |
| Shares Pledged/Hedging | Hedging, short sales, and derivative transactions prohibited; pledging not disclosed | Insider trading policy bans hedging and options/derivatives . |
| Ownership Guidelines | Not disclosed | — |
Employment Terms
| Term | Key Provision |
|---|---|
| Start Date & Role | CEO effective January 15, 2024; Director since October 2023 . |
| Base Pay & Bonus Eligibility | Base $350,000; eligible annual performance bonus per Board‑approved targets/milestones . |
| Restrictive Covenants | 12‑month non‑solicit; perpetual non‑disparagement; perpetual confidentiality . |
| Severance (without Cause / Good Reason) | 12 months salary continuation; up to 12 months partially subsidized COBRA; accelerated vesting of equity awards scheduled to vest in the 12 months post‑termination (subject to release) . |
| Change‑of‑Control Provisions | Specific CoC multiples or single/double trigger not disclosed; standard severance terms above applicable on qualifying termination . |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($ thousands) | 4,314 | (85,480) | 17,898 |
| Total Stockholder Return (Fixed $100 baseline at 12/31/2021) | 0 | 398 | 134 |
- Notable achievements: Long-tenured immunology leadership; co-founder/operator across multiple biotechs; key technical expert facilitating Sanpower’s Dendreon acquisition .
- Governance context: Controlled company under Nasdaq; Chair role separate from CEO; Board committees fully independent for Audit and Compensation .
- Insider trading arrangements: In Q3 2025, no other director or executive officer (including Dr. Ying) adopted or terminated 10b5‑1 or non‑10b5‑1 plans; a plan was adopted by the President’s spouse (potential selling pressure outside CEO) .
Board Governance
- Committee membership: Dr. Ying is not a member of the Audit, Compensation, or Nominating Committees; Board committee composition and 2024 meeting counts shown in proxy .
- Independence: Not independent due to executive officer status .
Compensation Structure Analysis
- Mix: 2024 pay combines fixed salary ($338,614 earned) with modest cash bonus ($35,000) and significant option grants ($2,503,401 grant‑date fair value), skewing toward long‑term equity with time‑based vesting rather than PSUs .
- Risk/Alignment signals: Absence of PSUs or explicit financial/TSR metrics in long‑term awards suggests retention emphasis; clawback policy strengthens downside accountability for incentive pay .
- Governance policies: Anti‑hedging/derivatives ban; equity grants made outside blackout periods and not timed around MNPI in 2024 .
Investment Implications
- Alignment: Low current beneficial ownership (<1%) but substantial unvested options (342,244) align Dr. Ying’s upside to multi‑year share price performance; hedging is prohibited, supporting alignment with shareholders .
- Retention risk: Standard U.S. severance (12 months salary/COBRA; limited acceleration to awards scheduled within 12 months) provides moderate protection; lack of disclosed CoC multiples or double‑trigger acceleration reduces entrenchment risk .
- Performance backdrop: 2024 profitability (net income $17.9M vs. 2023 loss) coincides with first CEO year, bolstering pay-versus-performance narrative; TSR metrics remain mixed on multi‑year basis given the 12/31/2021 baseline .
- Trading signals: No CEO 10b5‑1 plan adoption in Q3 2025; observed plan by President’s spouse may indicate selling pressure elsewhere but not attributable to Dr. Ying .