Rodney Nussbaum

About Rodney Nussbaum

Rodney Nussbaum, age 69, is an independent director of Gyre Therapeutics (GYRE) appointed March 20, 2024, and currently serves as Chair of the Audit Committee; he is a retired CPA with nearly four decades in global auditing and consulting, and holds a B.S. in Business Administration/Accounting from Boston University . The Board has affirmatively determined his independence under Nasdaq rules, and he qualifies as an “audit committee financial expert,” supporting board oversight of financial reporting and controls .

Past Roles

External Roles

Board Governance

• Board classification: Class III director; appointed March 20, 2024 .
• Independence: Independent under Nasdaq standards .
• Committee assignments:
  • Audit Committee: Chair (2025); members Renate Parry, Ph.D. and David Epstein, Ph.D. .
  • Compensation Committee: Not a member .
  • Nominating Committee: Not a member .
• Attendance and engagement:
  • Board met 4 times in 2024; each member attended at least 75% of aggregate Board/committee meetings during their service period; all but one director attended the 2024 Annual Meeting .
• Governance context:
  • Controlled company: GNI Group Ltd. controls a majority of voting power; GYRE relies on controlled company exemptions for board majority independence and director nomination processes .

Fixed Compensation

Performance Compensation

• Equity grant timing/structure: Non-employee directors receive an initial grant upon joining and annual grants if serving as of the Annual Meeting; vesting is time-based with equal monthly installments (no performance conditions disclosed) .

Other Directorships & Interlocks

Expertise & Qualifications

• Retired CPA with deep audit, accounting, and capital markets experience; served Global 100 clients across tech, pharma, and medical devices .
• Audit Committee Financial Expert per SEC rules; Audit Committee fully independent and financially literate .
• Experience in cross-border securities offerings and Foreign Private Issuer offerings enhances oversight of multi-jurisdiction accounting/reporting .

Equity Ownership

• Section 16(a) compliance: All directors/officers and >10% holders timely filed during 2024 (no delinquent Forms 3/4/5) .

Governance Assessment

• Strengths:
  • Audit oversight: Nussbaum chairs the Audit Committee and is an SEC-defined financial expert; the committee recommended inclusion of 2024 audited financials in the 10-K after PCAOB-required discussions with the auditor .
  • Independent committee structure: Audit and Compensation Committees fully independent under Nasdaq and Exchange Act rules; GYRE elects not to use the controlled company exemption for the Compensation Committee .
  • Clawback and insider trading controls: Nasdaq-compliant incentive compensation clawback policy; prohibition on short-term trading, short sales, derivatives, and hedging for insiders .
• Risks/RED FLAGS:
  • Controlled company governance: Board not majority independent; director nominations are not made entirely by independent directors; current Chair (Ping Zhang) is not independent (executive at majority owner GNI Japan) .
  • Interlocks and related parties: Notable interlock at Cullgen (Nussbaum and Eastling); Eastling is not independent due to spousal relationship with GYRE’s CFO; ongoing related party R&D services and receivables with GNI Japan elevate oversight demands for the Audit Committee .
  • Director equity program shift: Between 2024 and 2025, the director equity program moved from smaller grants to larger share counts (initial 52,000; annual 26,000), increasing equity-based compensation levels; requires monitoring for pay inflation risk and alignment with performance .
• Shareholder feedback:
  • 2025 say-on-pay support was strong: 69,505,961 For; 39,318 Against; 1,936 Abstentions, indicating high investor acceptance of executive pay structure .

Appendix: Committee Meetings (2024)

Director Compensation (2024 Detail)