Renate Parry
About Renate Parry
Renate Parry, Ph.D., age 62, is an independent Class III director of Gyre Therapeutics and has served on the Board since October 2023. She holds a diploma and Ph.D. in biology from the Institute of Toxicology at the Johannes-Gutenberg-University of Mainz, Germany, and brings over 25 years in oncology R&D across pharma, biotech, and medical devices, with 15+ publications and 15 registered patents.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Varian Medical Systems | Senior Manager; Director, Translational Medicine; Senior Director | 2008–2019 | Led novel strategy to improve cancer radiation therapy while reducing radiation-induced side effects |
| Berlex Biosciences | Oncology Scientist | Prior to 2008 | Advanced oncology programs |
| Institute for Diagnostic Research at Schering AG | Research Scientist | Prior to 2008 | Research scientist in diagnostics |
| Independent Consultant | Oncology R&D and business strategy consultant | Since 2020 | Advises on drug development and strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Independent Consulting | Oncology R&D/business strategy consultant | Since 2020 | No public company directorships disclosed |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee Chair; not on Nominating & Corporate Governance Committee. 2024 meetings: Audit (4), Compensation (4), Nominating (1).
- Independence: Board determined Parry is independent under Nasdaq rules; Gyre is a “controlled company” and does not have a majority of independent directors, but all Audit and Compensation Committee members are independent.
- Board leadership: Executive Chair role held by a non-independent director; no designated Lead Independent Director; independent directors meet in executive session at every regular Board meeting.
- Attendance and engagement: In 2024, each director attended at least 75% of aggregate Board and committee meetings; all but one director attended the 2024 Annual Meeting.
- Audit oversight: Audit Committee (including Parry) reviewed 2024 audited financials and recommended inclusion in the Form 10-K; Chair qualifies as an SEC “audit committee financial expert.”
- Compensation oversight: Compensation Committee engaged Aon/Radford in 2024 as an independent advisor.
- Interlocks: No Compensation Committee interlocks in the last three years.
Committee Roles and Meetings
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member | 4 | Chair: Rodney Nussbaum; all members financially literate |
| Compensation | Chair | 4 | Engaged Aon/Radford; oversees executive and director pay |
| Nominating & Corporate Governance | Not a member | 1 | Chair: Thomas Eastling |
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| 2024 Fees Earned or Paid in Cash (Director Parry) | $62,708 | Director fees for services in 2024 |
| Board Retainer – Non-Chair Member | $40,000/year | Program rate |
| Audit Committee – Member | $9,000/year | Program rate |
| Compensation Committee – Chair | $14,000/year | Program rate |
| Nominating Committee – Member | $5,000/year | Program rate (Parry is not a member) |
| Chair Retainers (Board/Nominating/Audit/Comp) | $75,000; $10,000; $18,000; $14,000/year | Program rates |
| Meeting fees | Not disclosed | Program enumerates annual retainers; no separate meeting fees listed |
Performance Compensation
| Item | Amount/Terms | Notes |
|---|---|---|
| 2024 Option Awards (grant-date fair value) | $384,030 | Aggregate grant-date fair value per ASC 718 |
| Director Initial Option Grant | 52,000 options | Vests monthly over 3 years |
| Annual Director Option Grant | 26,000 options | Vests monthly over 1 year |
| Performance metrics tied to director pay | None disclosed | No TSR/financial metrics disclosed for director equity |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards (Parry) | None disclosed |
| Prior public company boards (Parry) | None disclosed |
| Compensation Committee interlocks | None in prior three years |
Expertise & Qualifications
- Oncology and fibrosis drug development; advanced three novel drugs from concept to clinical trials.
- 25+ years of R&D leadership across pharma/biotech/devices; 15+ publications and 15 patents.
- Ph.D. in biology; Institute of Toxicology, Johannes-Gutenberg-University of Mainz.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Renate Parry, Ph.D. | 12,178 | <1% | Options exercisable within 60 days of March 12, 2025 |
| Renate Parry – Outstanding Options | 53,866 | n/a | Options outstanding as of Dec 31, 2024 |
| Shares Outstanding (reference) | 93,612,442 | 100% | As of March 12, 2025 |
| Pledging/Hedging | Prohibited | Company policy prohibits short sales, options, and hedging transactions |
Governance Assessment
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Strengths:
- Independent director; chairs Compensation and serves on Audit—positions of high governance leverage and oversight.
- Attendance threshold met; Board and committees active (Audit 4, Compensation 4 meetings in 2024).
- No compensation committee interlocks; independent compensation consultant engaged (Aon/Radford).
- Audit Committee recommended inclusion of audited 2024 financials; Chair qualifies as “financial expert.”
-
Risks and potential conflicts (company-level context impacting board effectiveness):
- Controlled company: Board lacks a majority of independent directors; director nominees are not selected solely by independent directors. This can constrain independent oversight.
- No Lead Independent Director while the Chair is non-independent.
- Spousal relationship between director Thomas Eastling and CFO Ruoyu Chen; Eastling is not independent—a related-party dynamic at senior levels.
- Related-party transactions with GNI Japan (R&D services and receivables), necessitating robust Audit Committee oversight.
-
Alignment signals:
- Director compensation mix is equity-heavy via time-based options; however, Parry’s personal beneficial ownership is de minimis (<1%), limiting direct ownership alignment despite option exposure.
- Company has an Incentive Compensation Clawback Policy (Nasdaq Rule 5608 compliant) and prohibits hedging/short sales, supporting alignment and risk control.
-
Compliance:
- Section 16(a) reporting: All directors/officers and >10% holders timely filed in 2024.
RED FLAGS: Controlled company governance exemptions (no majority of independent directors; non-independent Chair with no Lead Independent Director) and spousal tie between a director and the CFO increase potential for influence and related-party sensitivity; vigilance in committee oversight—particularly Audit and Compensation—is warranted.