Ruoyu Chen
About Ruoyu Chen
Ruoyu Chen, age 55, is Chief Financial Officer of Gyre Therapeutics (appointed October 2023) and a director of Gyre Pharmaceuticals (since 2018). She brings 20+ years across global finance, audit, internal control, tax, and M&A, with prior roles at GNI USA/GNI Group, Protiviti, BDO, Arthur Andersen, and MUFG Consulting; she holds a BA from Nankai University, an MA in Economics from Kyoto University, is a Washington State CPA, and a CFA Level II candidate . During her tenure as CFO, Gyre reported 2024 revenues of $105.8M and net income of $17.9M, and guided 2025 revenues to $118–$128M; the company’s cumulative TSR metric per Item 402(v) shows $134 on a $100 base for 2024 (methodology per proxy) . Ms. Chen signed multiple SEC current reports in her capacity as CFO, reflecting her role overseeing reporting and controls .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Gyre Therapeutics | Chief Financial Officer | Oct 2023–present | Executive officer responsible for finance and SEC reporting . |
| Gyre Pharmaceuticals (subsidiary) | Director | 2018–present | Board oversight at operating subsidiary in PRC . |
| GNI USA (GNI Group) | SVP Finance | 2021–Oct 2023 | Managed GNI Japan’s U.S. business operations . |
| GNI Group (Japan) | Director of Finance & Accounting | 2014–2021 | Led investments, financing, financial reporting, public company disclosure; budget and financial analysis . |
| Protiviti Japan | Manager, Internal Audit | 2012–2014 | Internal audit management . |
| BDO International Japan | Auditor | 2007–2011 | External audit . |
| Arthur Andersen Japan | Consultant | 1999–2003 | Strategic consulting including ERP implementations for Japanese multinationals . |
| MUFG Consulting & Research Japan | Corporate Strategy Consultant | 1997–1999 | Strategy consulting . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Gyre Pharmaceuticals (PRC) | Director | 2018–present | Board role at majority indirectly owned operating company . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% base) | Actual Cash Bonus ($) | Other Compensation ($) |
|---|---|---|---|---|
| 2024 | 250,000 | 10% | 25,000 | 10,000 (401k company contribution) |
| 2023 | 20,833 | — | — | — |
Notes:
- As of 12/31/2024, Ms. Chen’s base salary rate was $250,000 .
- For 2024, NEOs were eligible for annual bonuses based on business and personal goals established by the Compensation Committee; Ms. Chen’s target was 10% of base, and her approved bonus was $25,000 .
Performance Compensation
Annual Incentive Plan (Cash)
| Metric | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Company and individual goals (Compensation Committee-set) | Not disclosed | 10% of base salary (implied $25,000 on $250,000 base) | $25,000 approved | Cash bonus (timing not disclosed) |
Equity Awards (Options)
| Grant Date | Type | Shares | Exercisable | Unexercisable | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|---|---|
| 8/14/2024 | Stock option | 50,000 | 0 | 50,000 | 9.98 | 8/14/2034 | 25% on 1st anniversary, then monthly over next 3 years |
| 10/31/2023 | Stock option | 34,380 | 34,380 | 0 | 6.93 | 10/31/2033 | Vests in equal installments on each of first 3 anniversaries |
| 10/30/2023 | Stock option (replacement) | 578,540 | 578,540 | 0 | 0.75 | 10/29/2030 | Fully vested replacement award post-business combination |
Equity compensation accounting values:
- 2024 “Option Awards” grant-date fair value (ASC 718): $365,516 .
- 2023 “Option Awards” grant-date fair value (ASC 718): $187,329 .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total beneficial ownership | 972,527 shares; 1.0% of outstanding . |
| Composition detail (per footnote) | Includes 612,920 options held by Ms. Chen exercisable within 60 days and 359,607 options held by spouse (director Thomas Eastling) exercisable within 60 days; Ms. Chen and Mr. Eastling are married . |
| Vested vs. unvested (as of 12/31/2024) | Vested/exercisable options: 612,920; Unexercisable options: 50,000 . |
| Upcoming vesting cadence | 8/14/2024 grant: 25% vests on 8/14/2025, then monthly over 36 months; 10/31/2023 grant: equal tranches on 10/31/2024, 10/31/2025, 10/31/2026 . |
| Insider trading policy | Prohibits short-term trading, short sales, and transactions in publicly traded options/derivatives; prohibits hedging . |
Implication: A large pool of already vested, low-strike options (612,920 at $0.75 and $6.93) and a separate unvested grant (50,000) could create episodic selling capacity when trading windows open, subject to policy and personal decisions .
Employment Terms
| Term | Ms. Chen – Key terms |
|---|---|
| Employment agreement date/role | Entered upon appointment as Interim CFO on 10/30/2023; CFO since October 2023 . |
| Base salary | $250,000 initial base . |
| Annual bonus eligibility | Performance bonus based on targets/milestones set by Board/Compensation Committee . |
| Restrictive covenants | Non-solicitation (employees/consultants) for 12 months post-termination; perpetual non-disparagement; perpetual confidentiality . |
| Severance (termination without Cause or for Good Reason) | 12 months’ salary continuation; up to 12 months partially subsidized COBRA; accelerated vesting of equity awards scheduled to vest in the 12 months post-termination (subject to release) . |
| Definitions | “Cause” and “Good Reason” defined (including material reduction in duties/comp, certain misconduct, and cure periods) . |
| Change-of-control economics | Not specifically disclosed; general severance above applies to qualifying terminations (no separate CoC multiple disclosed) . |
| Clawback | Company will recover incentive-based compensation after Oct 30, 2023 if a restatement is required, consistent with Nasdaq Rule 5608/Rule 10D-1 . |
Performance & Track Record (Company context during CFO tenure)
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($M) | 113.5 | 105.8 |
| Net income ($M) | (85.5) | 17.9 |
| Company TSR (per Item 402(v) methodology; $100 base) | 398 | 134 |
2025 outlook: Company guides total revenue to $118–$128M, driven by ETUARY plus planned launches of nintedanib and avatrombopag in the PRC .
Compensation Committee & Governance Context
- Compensation Committee: Renate Parry (Chair), David M. Epstein, Gordon Carmichael; all determined independent under Nasdaq/Exchange Act rules .
- Consultant: Aon/Radford engaged in 2024 for executive and director compensation advice .
- Controlled company: GNI Group-affiliated entities control ~77.9% voting power; the Company relies on controlled-company exemptions for certain governance requirements .
- Family relationship disclosure: Ms. Chen (CFO) and director Thomas Eastling are spouses .
Investment Implications
- Pay-for-performance alignment: 2024 cash comp was modest (base $250k, bonus $25k) while equity is the primary at-risk component (2024 option grant fair value $365.5k), aligning incentives with equity value creation and guided revenue growth initiatives .
- Retention vs. liquidity: Unvested 50,000 options vest through 2028, offering retention hooks; however, 612,920 vested low-strike options afford liquidity flexibility that could translate into selling capacity during open windows, subject to policy and personal decisions .
- Severance and risk posture: Severance provides 12 months’ salary, 12 months COBRA subsidy, and 12 months’ forward vesting upon a qualifying termination—moderate protection without disclosed CoC multiples, limiting “golden parachute” risk while ensuring continuity .
- Governance considerations: Controlled company status and a spousal relationship between the CFO and a board member warrant continued monitoring of independent oversight; the Company notes all Section 16 reports were timely filed for 2024 and has adopted a compliant clawback policy and strict hedging/derivatives prohibitions .