Joy Yan
About Joy Yan
Dr. Joy Yan, 46, is an independent director of Moleculin Biotech, Inc. (MBRX), serving since March 2022 . An oncology physician‑scientist and biopharma executive, she currently serves as Corporate Deputy General Manager at Hengrui Pharmaceutical; prior roles include Chief Medical Officer at Keymed Bioscience and Ambrx, and clinical development leadership at Bristol Myers Squibb, Janssen, and Bayer . She holds an M.D. from China Medical University, a Ph.D. in Biochemistry & Molecular Biology from Johns Hopkins University, and completed residency and fellowship at the University of Washington .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bristol Myers Squibb | Oncology clinical development leadership | Not disclosed | Led global submissions/approvals and first FDA pilot programs (RTOR, Project ORBIS, AAid) for nivolumab/ipilimumab |
| Janssen | Clinical development lead (Phases 1–3) | Not disclosed | Led studies across multiple MOAs and tumor types (e.g., daratumumab, Bi‑specifics, ADCs, TKIs) |
| Bayer | Clinical development lead (Phases 1–3) | Not disclosed | Led studies including radium‑223 and anti‑IL3R programs |
| Ambrx | Chief Medical Officer; later Scientific Advisory Board member | Not disclosed | Led pipeline strategy, advanced development programs; assisted cross‑over financing and IPO |
| Keymed Bioscience | Chief Medical Officer | Not disclosed | Oversaw clinical strategy and development programs |
| Hengrui Pharmaceutical | Corporate Deputy General Manager (current) | Not disclosed | Senior executive leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Checkmate Pharmaceuticals | Independent Board Director (prior) | Not disclosed | Oncology company board experience |
| Ambrx | Scientific Advisory Board member (prior) | Not disclosed | Scientific oversight and pipeline input |
Board Governance
- Independence: The Board determined all directors except the CEO (Walter Klemp) are independent under Nasdaq Rules; Dr. Yan is independent .
- Committee assignments: Audit Committee (Chair Robert George; members Michael Cannon, John Climaco, Elizabeth Cermak), Compensation Committee (Chair Michael Cannon; members Robert George, John Climaco, Elizabeth Cermak), and Nominating & Corporate Governance Committee (Chair Robert George; members Michael Cannon, John Climaco, Elizabeth Cermak); Dr. Yan is not listed on any committee .
- Attendance and engagement: In 2024, the Board held 14 meetings and committees held 9 meetings; each incumbent director attended >75% of Board and applicable committee meetings .
- Director elections: Dr. Yan was nominated with the full slate for re‑election at the 2025 Annual Meeting .
Fixed Compensation
| Director Compensation (2024) | Amount ($) |
|---|---|
| Fees earned or paid in cash | 40,000 |
| Option awards (grant date fair value) | 17,800 |
| Total | 57,800 |
| Non‑Employee Director Compensation Policy | Amount ($) |
|---|---|
| Annual cash retainer | 40,000 |
| Lead Independent Director fee | 20,000 |
| Audit Committee chair / member | 15,000 / 7,500 |
| Compensation Committee chair / member | 10,000 / 5,000 |
| Nominating & Governance chair / member | 8,000 / 4,000 |
| Cash payment timing | Quarterly, within 15 days after quarter end |
Note: Dr. Yan’s 2024 cash received ($40,000) matches the base retainer; no committee fees are reflected in her 2024 compensation line .
Performance Compensation
| Equity Award Program Parameters (Non‑Employee Directors) | Initial Appointment Grant | Annual Re‑Election Grant |
|---|---|---|
| Shares | 20,000 options | 10,000 options |
| Term | 10 years | 10 years |
| Vesting | 3‑year annual vesting | 1‑year annual vesting |
| Exercise price | Closing price on grant date | Closing price on grant date |
| Program Safeguards | Detail |
|---|---|
| Non‑employee director total comp cap | $500,000 per calendar year (cash + grant date fair value of awards) |
| Tax gross‑ups | None provided under 2024 Plan |
No performance‑metric‑linked director awards (e.g., TSR, EBITDA) are disclosed; non‑employee director equity is option‑based per policy .
Other Directorships & Interlocks
| Company | Relationship to MBRX | Potential Interlock/Conflict |
|---|---|---|
| Checkmate Pharmaceuticals | Prior independent director | No related‑party transactions disclosed; audit committee pre‑approves and reviews RPTs per charter |
| Ambrx | Prior SAB member | No related‑party transactions disclosed |
| Hengrui Pharmaceutical | Current executive role | No related‑party transactions disclosed; audit committee oversight framework described |
Expertise & Qualifications
- Oncology physician‑scientist with extensive early/late‑stage development leadership and global submissions/approvals across multiple modalities and tumor types .
- Regulatory strategy experience including FDA pilot program participation (RTOR, Project ORBIS, AAid) for checkpoint inhibitors .
- Executive leadership at Hengrui; prior CMO experience at Keymed and Ambrx; SAB experience at Ambrx .
- Education: M.D. (China Medical University), Ph.D. (Johns Hopkins), residency/fellowship (University of Washington) .
Equity Ownership
| Metric | Aug 26, 2024 | Jun 20, 2025 | Aug 28, 2025 |
|---|---|---|---|
| Shares beneficially owned | 3,335 | 14,001 | 14,001 |
| Percent of class | Less than 1% | Less than 1% | Less than 1% |
| Composition | Consists solely of shares underlying options exercisable within 60 days | Consists solely of shares underlying options exercisable within 60 days | Consists solely of shares underlying options exercisable within 60 days |
| Option Holdings (as of Dec 31, 2024) | Shares Outstanding Under Options |
|---|---|
| Joy Yan | 14,001 |
Governance Assessment
- Independence: Dr. Yan is independent under Nasdaq rules; all directors except the CEO are independent .
- Committee participation: Dr. Yan is not a member of the Audit, Compensation, or Nominating & Governance Committees; these committees are chaired/manned by other independent directors, which may limit her direct influence on oversight levers (audit, pay, nomination) .
- Attendance & engagement: The Board met 14 times and committees met 9 times in 2024; each incumbent director (including Dr. Yan) attended >75% of applicable meetings, indicating baseline engagement .
- Compensation alignment: 2024 compensation comprised $40,000 cash retainer and $17,800 option award (total $57,800), consistent with policy and modest in scale for small‑cap biotech governance .
- Ownership alignment: Beneficial ownership is <1% and consists entirely of options exercisable within 60 days; limited direct equity ownership may constrain “skin‑in‑the‑game” alignment .
- Related‑party/Conflict controls: No related‑party transactions are disclosed; Audit Committee charter requires advance approval and sets materiality thresholds and review criteria, mitigating conflict risk .
- Program safeguards: Non‑employee director comp cap ($500,000) and no tax gross‑ups reduce pay‑related red flags .
RED FLAGS
- No specific red flags disclosed for Dr. Yan (no RPTs, no tax gross‑ups, no option repricings); her lack of committee membership and low direct ownership are potential areas for investor focus on board influence and alignment .