Thomas Eastling
About Thomas Eastling
Independent director? No—Eastling is classified as not independent because he is married to Gyre’s CFO, Ruoyu Chen . Age 65 (as of April 21, 2025); director since October 2023 (served as a director of Catalyst from December 2022 until the business combination) . Core credentials: CFO and director at Cullgen Inc. since February 2018, prior CFO and representative executive officer at GNI Group Ltd. (GNI Japan) from 2013–2021; extensive executive management, global finance, and M&A experience across New York, London, Tokyo, Hong Kong; NACD.DC Certified Director; BA (USC) and master’s from the American Graduate School of International Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gyre Therapeutics (Catalyst Biosciences pre-merger) | Director | Oct 2023–present; Catalyst director Dec 2022–Oct 2023 | Class III director; governance involvement |
| Nikko Securities Co. International, Inc. | Senior Vice President & General Manager, Investment Banking and Syndicate | Jun 1983–Nov 1999 | Led IB and syndicate divisions; Wall Street start |
| Duff & Phelps Credit Rating Co. (now Fitch Ratings) | Company Representative in Japan | May 2000–Jun 2001 | Credit rating market presence in Japan |
| SoftBank Corp. | Managing Director | Jul 2001–Jul 2003 | Corporate leadership role |
| American Appraisal (Asia) | Director, Transaction Advisory Services | 2009–Aug 2013 | Led Asia transaction advisory; relocated to Hong Kong |
| GNI Group Ltd. (GNI Japan) | CFO and Representative Executive Officer | 2013–2021 | Finance leadership at vertically integrated biopharma |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cullgen Inc. | CFO and Director | Feb 2018–present | Biopharma company; ongoing board and finance leadership |
| GNI Group Ltd. (GNI Japan) | Outside Member; Advisor to Executive Committee | Since Apr 2013; Advisor since Sep 2013 | Interlock with Gyre’s controlling shareholder group |
Board Governance
- Committee assignments: Chair, Nominating and Corporate Governance Committee; not on Audit or Compensation Committees .
- Committee meetings: 2024 meetings—Audit 4, Compensation 4, Nominating 1 .
- Independence: Not independent due to spousal relationship with Gyre’s CFO, Ruoyu Chen .
- Board attendance: Board met four times in 2024; each director attended at least 75% of Board and applicable committee meetings; all but one attended the 2024 Annual Meeting .
- Leadership structure: Controlled company (GNI Japan controls a majority); Chair and CEO roles separated; Chair is not independent; no Lead Independent Director designated; independent directors meet in executive session at every regular Board meeting .
- Compensation Committee independence: Company elected not to use controlled company exemption; all Compensation Committee members are independent and satisfy Rule 10C .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Committee Chair/Member Fees Included? | Total Cash ($) |
|---|---|---|---|
| 2023 | $7,500 | Program provided annual retainers; 2023 service partial year post-merger | $7,500 |
| 2024 | $57,167 | Includes Board retainer and Nominating Chair fee; 2024 program shows Board Member $40,000 and Nominating Chair $10,000 | $57,167 |
- Non-employee director cash retainer schedule (as of 2025 proxy): Board Chair $75,000; non-Chair Board member $40,000; Audit Chair $18,000, member $9,000; Compensation Chair $14,000, member $7,000; Nominating Chair $10,000, member $5,000 .
Performance Compensation
| Year | Equity Instrument | Grant Details (shares/options) | Grant Date | Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|---|
| 2023 | Stock options (initial + special) | 1,866 initial; 341,652 Business Combination recognition; total referenced in footnote | Oct 2023 | $1,872,169 | Initial option grants vest monthly over 3 years; 2023 annual grants vest monthly over 1 year or until next annual meeting |
| 2024 | Stock options (annual) | Outstanding options at 12/31: 369,518; prior year 343,518; change +26,000 consistent with annual grant | 2024 Annual Meeting cycle | $191,436 | Annual stock option grants vest in equal monthly installments over one year |
- 2025 director equity program: initial grant 52,000 options vesting monthly over 3 years; annual grant 26,000 options vesting monthly over 1 year .
Other Directorships & Interlocks
| Entity | Relationship to Gyre | Eastling’s Role | Potential Interlock/Conflict |
|---|---|---|---|
| GNI Group Ltd. (GNI Japan) | Controls majority of Gyre voting power via affiliates | Outside member; Advisor to Executive Committee | Governance influence risk; nomination dynamics as controlled company |
| Cullgen Inc. | Separate biopharma | CFO and Director | Overlapping industry exposure; director time commitments |
Expertise & Qualifications
- Financial, global finance, and M&A expertise; senior postings in NY, London, Tokyo, Hong Kong; CFO experience at GNI Japan and Cullgen .
- Education: BA from University of Southern California; master’s from American Graduate School of International Management .
- Governance credentials: Graduated from Board Director Training Institute of Japan; NACD.DC Certified Director .
Equity Ownership
| Holder | Form of Ownership | Amount | % of Outstanding | Notes |
|---|---|---|---|---|
| Thomas Eastling | Options exercisable within 60 days | 359,607 | Part of 1.0% total | As of March 12, 2025 |
| Spouse (Ruoyu Chen) attributed to Eastling | Options exercisable within 60 days | 612,920 | Included in Eastling line | Beneficial attribution due to marriage |
| Thomas Eastling total (incl. spouse-attributed) | Beneficial ownership | 972,527 | 1.0% | No direct share count disclosed; entirely options within 60 days |
- Anti-hedging: Directors, officers, employees prohibited from short-term trading, short sales, options/derivatives trading in Company securities, and hedging transactions .
- Ownership guidelines: Not disclosed in proxy; no director ownership guideline details provided .
Board Governance Signals and Compensation Structure Analysis
- Controlled company governance: Gyre relies on Nasdaq controlled company exemptions; Board does not have a majority of independent directors; director nominees are not selected entirely by independent directors .
- Independence and conflicts: Eastling is not independent due to spousal relationship with CFO; also holds roles at GNI Japan (controlling shareholder), elevating potential influence and information-flow interlocks; he chairs Nominating despite non-independence—material governance risk .
- Committee quality: Audit and Compensation Committees are fully independent and comply with SEC/Nasdaq independence criteria; Compensation Committee employed Aon/Radford in 2024 .
- Attendance: Board met four times; ≥75% attendance for all directors; Nominating met once in 2024 .
- Director pay mix shift: Eastling’s option award value dropped from $1,872,169 (2023, reflecting Business Combination grants) to $191,436 (2024), with cash rising to $57,167—normalization of equity compensation post-merger .
- Equity plan and clawback: 2023 Omnibus Incentive Plan administers options; Incentive Compensation Clawback Policy compliant with Nasdaq Listing Standard 5608 .
Say-on-Pay & Shareholder Feedback
| Proposal | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Say-on-Pay | 69,505,961 | 39,318 | 1,936 | 2,778,540 |
- Frequency: Gyre holds say-on-pay annually; next advisory vote expected in 2026 per Board policy .
- Auditor ratification 2025: 72,175,754 For; 3,738 Against; 146,263 Abstentions .
Related Party Transactions
- R&D services: $0.2 million paid to GNI Japan in 2024; related parties payable $0.2 million at 12/31/2024 .
- Receivables: CPI restructuring and other receivables from GNI Japan—$0.2 million recorded at 12/31/2024 (incl. CPI restructuring), down from $1.3 million at 12/31/2023 (including $0.8 million CPI restructuring and $0.5 million Business Combination cost sharing) .
- Policy: Audit Committee reviews and approves related-person transactions >$120k; conflicted directors excluded from deliberations/votes .
Governance Assessment
- Strengths: Independent Audit and Compensation Committees; formal clawback and anti-hedging policies; regular executive sessions of independent directors; strong say-on-pay support in 2025 .
- Risks/RED FLAGS:
- Not independent: Eastling’s marital tie to CFO disqualifies independence; he still chairs Nominating—elevated entrenchment risk in director succession and nomination process .
- Controlled company structure: Majority control by GNI Japan; nominations not fully led by independent directors—potential for shareholder-unfriendly governance decisions .
- Interlocks: Eastling’s ongoing roles with GNI Japan (controller) and Cullgen may create information-flow or prioritization conflicts; continued monitoring warranted .
- Alignment: Eastling’s beneficial ownership is entirely via options (including spouse-attributed), totaling 1.0%—provides some alignment, but absence of direct share ownership and hedging prohibition suggests guardrails; no ownership guideline disclosure for directors .