Songjiang Ma
About Songjiang Ma
Songjiang Ma is President and a Class I director of Gyre Therapeutics (appointed October 30, 2023) with over 27 years in the pharmaceutical industry, previously leading Gyre’s PRC subsidiary across operations and governance roles . He holds a B.S. from Beijing University of Posts and Telecommunications (1978) and an M.Eng. from China Electric Power Research Institute (1983) . At the company level, TSR indexed to $100 was 0 (2022), 398 (2023), and 134 (2024), while net income shifted from $4.3M (2022) to $(85.5)M (2023) to $17.9M (2024) . In 9M 2025, revenue grew 2% to $79.4M and net income attributable to common stockholders fell 45% to $6.75M versus 9M 2024, framing the pay-for-performance context during his board tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gyre Therapeutics, Inc. | President; Director (Class I nominee) | President since 10/30/2023; Director since 10/2023 | Executive leadership of parent; board oversight in controlled company structure |
| Gyre Pharmaceuticals Co., Ltd. (PRC subsidiary) | Executive director; Honorary Chairman; Chairman & legal representative | Exec. director since 01/2022; Honorary Chairman 04/2023–01/2025; Chairman 01/2025–04/2025 | Governance and legal representative duties; continuity across commercialization initiatives |
| Gyre Pharmaceuticals Co., Ltd. | Director; Vice President; General Manager | Director since 06/2006; VP 06/2002–07/2011; GM 07/2011–04/2023 | Built commercial operations; scaling legacy brands and new launches |
| Kangdini Factory (founding shareholder of Gyre Pharmaceuticals) | Founder; General Manager; Supervisor | Founded 06/1996; GM 06/1996–03/2006; Supervisor since 03/2006 | Foundational manufacturing/operations platform for Gyre Pharmaceuticals |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Beijing Pan-continental Medical Limited | General Manager | Prior to 1996 | Pre-Gyre managerial experience in PRC healthcare distribution/operations |
Fixed Compensation
Executive cash compensation history (BC/PRC subsidiary context):
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus ($) |
|---|---|---|---|
| 2022 | 99,452 | Up to 130% of base | 36,900 |
Director compensation (U.S. parent, 2024):
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | — |
| Option Awards (grant-date fair value) | 180,858 |
| Total | 180,858 |
Non-employee director retainer schedule (program baseline for board peers):
| Role | Cash Retainer ($/yr) |
|---|---|
| Board Chair | 75,000 |
| Director (non-Chair) | 40,000 |
| Audit Chair / Member | 18,000 / 9,000 |
| Compensation Chair / Member | 14,000 / 7,000 |
| Nominating Chair / Member | 10,000 / 5,000 |
Note: Ma, as an employee director, did not receive cash board fees in 2024; equity was the principal director compensation element .
Performance Compensation
Equity awards and performance programs:
- 2022 option awards (BC context): grant-date fair value $338,950 .
- 2024 director option awards (U.S. parent): grant-date fair value $180,858 .
- Company-wide performance-based stock options (2025 grants to senior management): vest on two independent conditions—(1) specific sales metrics (probable as of 9/30/2025) and (2) PRC NDA approval for Hydronidone (not probable as of 9/30/2025); Black-Scholes valuation with volatility 81.5%–84.3%, expected life ~5.3–6.4 years, and risk-free 3.84%–4.40% . Awards vest only if goals are achieved and the grantee remains employed through applicable vesting dates (two or three years), with a plan pool that auto-increases annually under the 2023 Omnibus Incentive Plan .
Vesting design baselines:
| Award Type | Vesting Schedule | Notes |
|---|---|---|
| Non-employee director initial option (52,000 shrs) | Monthly over 3 years | Onboard grant |
| Non-employee director annual option (26,000 shrs) | Monthly over 1 year | Annual meeting grant |
| Senior mgmt performance-based options | 2–3 years; contingent on sales metrics and PRC NDA approval | Second condition not probable as of 9/30/2025 |
Clawback and insider trading controls:
- Incentive Compensation Clawback Policy compliant with Nasdaq 5608/Rule 10D‑1 (recoupment of incentive comp tied to restatements) .
- Insider trading policy bans short-term trading, short sales, derivatives, and hedging; equity grant timing kept outside blackout windows .
Equity Ownership & Alignment
Beneficial ownership and alignment snapshot:
| Date (Shares Outstanding Basis) | Total Beneficial Ownership (shrs) | Ownership (%) | Breakdown |
|---|---|---|---|
| 03/19/2024 (85,423,246 shrs) | 7,452,514 | 8.29% | Options and spouse holdings, details not itemized in 2024 table |
| 03/12/2025 (93,612,442 shrs) | 7,362,640 | 7.5% | 2,835,260 shrs held by spouse + 4,527,380 options exercisable within 60 days |
Insider trading plans and potential selling pressure:
- Spouse Rule 10b5‑1 plan (effective 09/13/2025) to potentially exercise vested options and sell up to 700,000 shares; terminates upon earlier of 15 months or completion of sales . A prior plan (09/15/2024) also authorized up to 700,000 shares .
Plan capacity and option overhang (company-wide context):
- Options outstanding 18,044,321; exercisable 15,782,865 as of 9/30/2025; weighted-average exercise price $2.68 (exercisable $1.68) .
- Omnibus Plan share reserve with automatic annual increases (3,829,780 added on 1/1/2024; 4,315,377 on 1/1/2025) .
Pledging/hedging:
- Hedging prohibited under policy; no pledging disclosures identified for Ma .
Employment Terms
| Item | Detail |
|---|---|
| Appointment to President (U.S. parent) | 10/30/2023 (with contemporaneous officer slates) |
| Board Service | Class I director since 10/2023; nominated for term through 2028 |
| PRC subsidiary leadership | Executive, chair, and legal representative rotations detailed above |
Note: Specific U.S. employment agreement terms (salary multipliers on severance, non-compete scope) are disclosed for the CEO and CFO, not for Ma; Gyre utilizes U.S. executive agreements with 12-month salary continuation/COBRA and partial vesting acceleration upon certain terminations for named executives, indicating baseline severance constructs in the executive cohort .
Performance & Track Record
Company TSR and net income (context for Ma’s board tenure and executive role):
| Year | TSR Index (=$100 start) | Net Income ($000s) |
|---|---|---|
| 2022 | 0 | 4,314 |
| 2023 | 398 | (85,480) |
| 2024 | 134 | 17,898 |
Financial highlights (9M comparison):
| Metric | 9M 2024 | 9M 2025 |
|---|---|---|
| Revenues ($000s) | 77,885 | 79,393 |
| Net income ($000s) | 17,329 | 11,246 |
| Net income attrib. to common ($000s) | 12,184 | 6,750 |
Operational execution context:
- New product launches (Contiva, Etorel) drove growth; ETUARY marketing was refocused in Q3 amid PRC procurement catalog changes, with Q3 sales rising YoY and expected to continue growing in Q4 2025 .
- Operating expense growth in G&A (+32% YoY) and selling/marketing (+2% YoY) pressured income from operations (down 27%) in 9M 2025 .
Board Governance
- Committee memberships: Ma is not on Audit, Compensation, or Nominating; committee chairs are Nussbaum (Audit), Parry (Compensation), Eastling (Nominating) .
- Independence: Board determined Ma is not independent (President); controlled company status with GNI Japan majority; not a majority-independent board; director nominees need not be selected entirely by independent directors .
- Leadership: Separate Executive Chair (not independent) and CEO; no Lead Independent Director designated; independent directors hold executive sessions at each regular meeting .
- Attendance: Board met four times in 2024; each member attended ≥75% of meetings/committees served .
- Compensation governance: Compensation Committee (all independent) engages external consultant (Aon/Radford) for pay design .
- Equity grant practices: Grants outside blackout windows; timing not influenced by MNPI in 2024 .
Compensation Structure Analysis
- Shift toward equity-heavy director pay: Ma received no cash director fees in 2024, only options ($180,858 grant-date value), increasing at-risk board compensation exposure .
- Performance-conditioned equity: Senior management awards hinge on sales metrics and PRC NDA approval for Hydronidone; with NDA not probable as of 9/30/2025, realized value is more levered to execution milestones .
- Option overhang and unrecognized comp: Company-level unrecognized stock-based comp of $15.1M for unvested options (weighted-average remaining recognition period 3.1 years) signals sustained equity amortization and potential dilution as awards vest .
Risk Indicators & Red Flags
- Controlled company governance exemptions (non-majority-independent board; non-independent Chair) increase reliance on committee safeguards for compensation and audit .
- Insider selling pressure: Spouse’s Rule 10b5‑1 plan for up to 700,000 shares (exercise and sale) creates potential supply over the next 15 months .
- Execution risk: A key performance condition (PRC NDA approval) deemed not probable as of 9/30/2025, delaying vesting and incentive realization .
- Expense growth vs operating income: Rising G&A and selling costs compressed operating income despite revenue growth in 9M 2025 .
Equity Ownership & Alignment Details
| Component | Detail |
|---|---|
| Options exercisable (within 60 days as of 03/12/2025) | 4,527,380 |
| Spouse-held shares | 2,835,260 |
| Ownership (%) | 8.29% (03/19/2024); 7.5% (03/12/2025) |
| Insider trading constraints | Hedging/derivatives prohibited |
| 10b5‑1 plan | Spouse plan authorizes up to 700,000 shares; terminates at 15 months or completion |
Employment & Contracts
| Item | Status/Term |
|---|---|
| U.S. executive agreements (cohort reference) | CEO/CFO agreements provide 12 months’ salary continuation; up to 12 months COBRA; accelerated vesting of awards scheduled in next 12 months on qualifying terminations (without cause/for good reason) |
| Ma-specific agreement | Not specified in current proxy filings; role appointments documented |
Investment Implications
- Alignment and overhang: Ma’s substantial option position (4.53M exercisable) plus spouse’s 10b5‑1 program point to potential near-term selling supply; however, equity-heavy director pay and performance-conditioned awards keep incentives tied to milestone execution .
- Governance risk premium: Controlled company status and a non-independent Chair heighten reliance on independent Audit/Compensation committees—appropriate safeguards are in place, but governance structure may warrant a higher risk discount until broader independence increases .
- Execution catalysts: Sales metric achievement (probable) supports vesting; PRC NDA approval for Hydronidone (not probable yet) is a binary catalyst for incentive realization and valuation upside/downside .
- Fundamental context: Modest revenue growth (+2% YoY 9M 2025) alongside lower net income attributable to common stockholders (−45% YoY) suggests near‑term operating leverage challenges; compensation outcomes should be tracked against commercialization traction and NDA progress .