Chan Lee
About Chan Lee
Senior Vice President and General Counsel at ONC (formerly BeiGene, Ltd.), age 57, key executive since June 2023; employment agreement dated June 14, 2022 for the SVP, General Counsel & Corporate Secretary role . Education: B.S. in Applied Economics (Cornell) and J.D. (UC Berkeley) . Company performance context: Global revenue rose from $2.459B (2023) to $3.810B (2024), and the five-year total shareholder return (TSR) was 11.4% through Dec 31, 2024; since IPO, TSR is 486% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sanofi SA | General Counsel North America; Head of Legal for General Medicines Global Business | 2016–2022 | Senior legal leadership across NA and global general medicines |
| Pfizer Inc. | Chief Counsel Innovative Health (Global); Chief Counsel Vaccines, Oncology & Consumer Health (Global); Assistant General Counsel for Asia | Prior to 2016 | Global and regional legal leadership across multiple therapeutic areas and geographies |
Fixed Compensation
- Base salary, target bonus, and multi-year compensation detail
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (US$) | 545,979 | 600,000 | 621,000 |
| Share Awards (US$) | 1,499,977 | 1,014,247 | 2,399,763 |
| Option Awards (US$) | 4,499,968 | 2,028,619 | 1,199,985 |
| Non-Equity Incentive (US$) | 382,185 | 390,000 | 434,700 |
| All Other Compensation (US$) | 68,757 | 16,500 | 20,700 |
| Total Compensation (US$) | 6,996,866 | 4,049,366 | 4,676,148 |
- 2025 base salary approved at $654,000 (up 5.3% from $621,000 in 2024) .
- Bonus target: 2024 incentive program target 50% of base salary with actual payout 140% of target; employment agreement stipulates current bonus target of 60% subject to Compensation Committee .
| Base Salary Progression | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary (US$) | 600,000 | 621,000 | 654,000 |
Performance Compensation
- Cash bonus design: 75% corporate goals and 25% individual performance; corporate score set at 140% based on 2024 achievements; Chan Lee individual performance scored 140% (aligned with corporate) .
- Equity mix: 2024 grants were 1/3 PSUs, 1/3 options, 1/3 RSUs; for 2025, mix increased PSUs to 50% (SVP and above) to further align pay-for-performance .
- PSU metric: Total revenue; three-year performance period (Jan 1, 2024–Dec 31, 2026); annual earnout per year’s revenue goal with earned PSUs vesting after the 3-year period; 2024 earnout was 123% vs. target .
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Corporate goals (portfolio, commercial, clinical, R&I, business maturity) | 75% | Corporate payout at 100% target | Corporate score 140% | Contributes to 140% overall bonus | Cash, paid Mar 2025 |
| Annual Cash Bonus (2024) | Individual performance | 25% | Individual payout at 100% target | Individual score 140% | Contributes to 140% overall bonus | Cash, paid Mar 2025 |
| 2024 Bonus Dollars | — | — | $310,500 target | $434,700 actual | 140% of target | Cash, paid Mar 2025 |
| PSUs (granted 6/5/2024) | Total revenue (constant currency) | 100% of PSU | Target 196,170 PSUs | 2024 earnout 123% of tranche | Earned units per year’s goal | Vest after 3-year period |
| RSUs (time-based) | Service | — | RSU awards per grant | — | — | 25% annually over 4 years |
| Options (time-based) | Service | — | Option grants per grant | — | — | 25% after 1 year, then monthly to 4 years; 10-year term |
Equity Ownership & Alignment
- Beneficial ownership: 244,296 ordinary shares (<1%), comprised of 650 directly owned and 243,646 issuable within 60 days via options/RSUs as of March 26, 2025 .
- Stock ownership guidelines: Other executive officers must hold equity worth at least 1x base salary; all directors and executive officers were in compliance as of Dec 31, 2024 .
- Hedging/pledging: Prohibited absent approval; short sales and derivatives banned for executives; pledging only if approved; special insider trading procedures apply .
- Clawback policy: Adopted Nov 21, 2023 to recover incentive-based compensation tied to financial reporting upon restatements (regardless of fault), and broader equity recovery for gross negligence, willful misconduct, or fraud .
Outstanding equity awards (as of Dec 31, 2024):
| Grant Type | Vesting Commencement | Exercisable (#) | Unexercisable (#) | Strike (US$) | Expiration | Unvested RSUs (#) | Market Value (US$) | Unearned PSUs (#) | Market/Payout Value (US$) |
|---|---|---|---|---|---|---|---|---|---|
| Options | 8/5/2022 | 113,971 | 74,958 | 14.96 | 8/4/2032 | — | — | — | — |
| Options | 6/15/2023 | 93,275 | 155,675 | 16.41 | 6/14/2033 | — | — | — | — |
| Options | 6/5/2024 | — | 184,795 | 12.23 | 6/4/2034 | — | — | — | — |
| RSUs | 7/29/2022 | — | — | — | — | 58,006 | 824,176 | — | — |
| RSUs | 6/15/2023 | — | — | — | — | 49,192 | 698,943 | — | — |
| RSUs | 6/5/2024 | — | — | — | — | 98,095 | 1,393,637 | — | — |
| RSUs | 6/5/2024 | — | — | — | — | 40,209 | 571,308 | 65,390 | 929,091 |
Notes: RSUs vest 25% annually; options vest 25% at year 1 then monthly; market values based on US$14.21 per ordinary share (ADS $184.71/13) on Dec 31, 2024 .
Employment Terms
- Structure: At-will; employment agreement dated June 14, 2022, with initial equity grants valued at $3,000,000 (50% RSUs, 50% options) vesting over four years; bonus target currently 60% of base salary (subject to Committee) .
- Severance (without cause or resignation for good reason): 12 months base salary and up to 12 months employer-paid COBRA .
- Change-of-control (double-trigger within 12 months): Full acceleration of unvested options; acceleration of unvested RSUs and PSUs (assuming target), plus base salary continuation and COBRA; illustrative values as of Dec 31, 2024 below .
Potential payments (as of Dec 31, 2024):
| Scenario | Base Salary (US$) | Cash Bonus (US$) | Options Accelerated (US$) | RSU/PSU Accelerated (US$) | Healthcare (US$) | Total (US$) |
|---|---|---|---|---|---|---|
| Voluntary resignation for good reason or termination without cause | 621,000 | — | 0 | 412,088 | 43,269 | 1,076,357 |
| Termination without cause or resignation for good reason following change in control | 621,000 | — | 369,306 | 4,310,393 | 43,269 | 5,756,055 |
| Death or disability | — | 310,500 | 369,306 | 2,787,274 | — | 3,467,080 |
Compensation Structure Analysis
- Year-over-year mix: 2025 increased PSUs to 50% of equity for SVP+ (from one-third in 2024), strengthening performance linkage to top-line revenue; options and RSUs now 25% each .
- Annual bonus design caps: Corporate portion max 150% of target and individual portion max 200% of target, with overall max 162.5% of target; 2024 payouts set at 140% reflecting strong performance .
- Governance features: Broad clawback policy, no option repricing without shareholder approval, no excise tax gross-ups, and robust insider trading/hedging restrictions reduce adverse alignment risk .
Say-on-Pay & Peer Benchmarking
- Say-on-pay (2024): 88.2% approval; Committee retained Pay Governance in July 2024; 2025 peer group comprises 13 biopharma companies including Gilead and Exelixis; base salaries targeted at the 25th percentile of peer group .
Investment Implications
- Alignment: Compliance with ownership guidelines (≥1x salary) and a higher PSU mix tied to revenue increases pay-performance sensitivity; clawback and anti-hedging/pledging policies mitigate governance risk .
- Selling pressure: Significant scheduled RSU and monthly option vesting, plus PSU vesting after FY2026, could create periodic insider selling windows subject to trading procedures and any 10b5-1 plans .
- Retention/change-of-control: Double-trigger acceleration and sizable CoC equity acceleration suggest retention risk primarily in transactional scenarios; at-will status with standard severance otherwise .
- Performance drivers: Company’s 2024 revenue growth and 140% corporate performance score underpin higher incentive payouts; PSUs earned 123% for the 2024 tranche based on revenue, reinforcing top-line execution focus .