Margaret Dugan
About Margaret Dugan
Independent non-executive director of ONC (BeiGene, Ltd.), age 68, serving since February 2022. She holds a B.A. from New York University (1977) and an M.D. in hematology and oncology from NYU (1981), with a career spanning senior clinical development leadership and oncology drug research . She is a Class I director continuing in office until the 2026 annual general meeting .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Novartis Pharmaceuticals Corp. | Senior Vice President of Clinical Development | Prior (years not specified) | Led oncology clinical development |
| Dracen Pharmaceuticals | Chief Medical Officer (prior) | Prior | Later medical consultant (current) |
| Schering-Plough | Director, Oncology Clinical Research | Prior | Oncology clinical leadership |
| American Cyanamid | Deputy Director, Clinical Research, Oncology | Prior | Early clinical research experience |
| NYU Medical Center | Research Fellow, Hematology & Oncology Clinical Trials | Prior | Academic clinical trial research |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Schrödinger, Inc. | Chief Medical Officer | 2023–Present | CMO of computational drug discovery company |
| Dracen Pharmaceuticals | Medical Consultant | 2023–Present | External oncology advisory |
| SonALAsense Pharmaceuticals | Senior Medical Consultant; Scientific Advisory Board Member | 2021–2022; 2021–2024 | Photodynamic oncology program advisory |
| Salarius Pharmaceuticals | Senior Medical Advisor and Consultant | 2018–Present | Oncology pipeline guidance |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Scientific Advisory Committee; Member, Commercial and Medical Affairs Advisory Committee .
- Independence: Board determined all non-employee directors except the CEO and Dr. Xiaodong Wang are independent under Nasdaq and HK Listing Rules; Dugan is listed among independent non-executive directors .
- Attendance and engagement: Board held eight meetings in 2024; Compensation Committee held eight; Scientific Advisory Committee held four. Each director then in office attended at least 75% of Board and relevant committee meetings; directors ordinarily hold executive sessions at regularly scheduled Board meetings .
- Lead Independent Director: Ranjeev Krishana serves as Lead Independent Director (context for board leadership balance) .
- Executive sessions: conducted at regularly scheduled Board meetings, supporting independent oversight .
Fixed Compensation
Director cash retainer and committee fees (policy):
| Component | Annual Retainer (US$) |
|---|---|
| Board – all independent directors | $65,000 |
| Audit Committee – Chair (incl. member fee) | $35,000 |
| Audit Committee – Member | $17,500 |
| Compensation Committee – Chair (incl. member fee) | $30,000 |
| Compensation Committee – Member | $15,000 |
| Nominating & Corporate Governance – Chair (incl. member fee) | $20,000 |
| Nominating & Corporate Governance – Member | $10,000 |
| Commercial & Medical Affairs Advisory – Chair (incl. member fee) | $20,000 |
| Commercial & Medical Affairs Advisory – Member | $10,000 |
| Scientific Advisory – Chair (incl. member fee) | $20,000 |
| Scientific Advisory – Member | $10,000 |
Dugan’s 2024 actual cash paid:
| Year | Fees Earned or Paid in Cash (US$) |
|---|---|
| 2024 | $115,000 |
Performance Compensation
Annual equity awards policy for independent directors: $400,000 per year, split 50% stock options and 50% RSUs; vest in full on the earlier of first anniversary of grant or next AGM; options priced at the greater of FMV on grant date or 5-day average closing ADS price; RSUs may be deferred until six months post-board service end; annual total director pay capped at $1,000,000 (except first year) .
Dugan’s 2024 equity awards and outstanding grants:
| Metric | Amount/Count |
|---|---|
| 2024 Stock Awards (grant-date fair value, US$) | $199,901 |
| 2024 Option Awards (grant-date fair value, US$) | $199,995 |
| Options outstanding (ordinary shares subject to options) as of 12/31/2024 | 118,352 |
| RSUs outstanding (ordinary shares subject to RSUs) as of 12/31/2024 | 16,341 |
- Performance metrics tied to director compensation: None disclosed; director equity awards are time-based (RSUs/options per policy) .
- Clawbacks/COC terms: Director equity vests in full upon death, disability, or specified change-of-control events per policy .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company directorships | None disclosed (N/A) |
| Prior public company directorships | N/A |
| Committee interlocks | Company discloses no Compensation Committee interlocks or insider participation; none of the members have served as officers; no reciprocal interlocks with other issuers’ compensation committees in the past fiscal year . |
Expertise & Qualifications
- Education: B.A., New York University (1977); M.D. in hematology and oncology, NYU (1981) .
- Technical expertise: Oncology clinical development, drug R&D leadership across Big Pharma and biotech .
- Board-identified qualifications: Extensive scientific and leadership experience in healthcare sector .
Equity Ownership
| Holder | Beneficial Ownership (Ordinary Shares) | % of Shares Outstanding | Direct Shares | Options/RSUs Vesting ≤60 Days |
|---|---|---|---|---|
| Dr. Margaret Dugan | 113,815 | ≈0.008% (113,815/1,403,281,823) | 29,614 | 84,201 (options exercisable or RSUs vesting ≤60 days) |
- Stock ownership guidelines: Non-employee directors must hold equity worth at least 5× the annual board cash retainer; compliance assessed annually. As of December 31, 2024, all directors and executive officers were in compliance .
- Pledging/hedging: Company maintains insider trading and hedging policies; presence of policy disclosed (specific prohibitions not detailed in proxy) .
- Shares pledged as collateral: Not disclosed for Dugan; no pledging noted in proxy tables .
Governance Assessment
- Strengths:
- Independent status and Chair of Compensation Committee with active engagement (8 Compensation Committee meetings), indicating robust oversight of pay programs .
- Strong attendance culture; each director attended ≥75% of Board and committee meetings; Board holds executive sessions regularly, supporting independent deliberations .
- Ownership alignment via director stock ownership policy (≥5× retainer) and full compliance as of year-end 2024 .
- No related-party transactions involving Dugan disclosed; Compensation Committee interlocks specifically disclaimed, reducing conflict risk .
- Pay mix and alignment:
- 2024 compensation is predominantly equity-based ($399,896 combined options and RSUs vs $115,000 cash), aligning director incentives with shareholder value through time-based equity .
- Potential conflicts and red flags:
- External roles at Schrödinger, Dracen, SonALAsense, and Salarius are disclosed; proxy does not identify any related-party transactions involving Dugan or conflicts tied to these entities with ONC during 2024–2025 .
- No hedging/pledging disclosures against her holdings; no say-on-pay concerns are director-specific (say-on-pay pertains to NEOs) .
Overall, Margaret Dugan’s governance profile shows independent leadership of the Compensation Committee, relevant oncology expertise, solid attendance, and ownership policy compliance, with no disclosed related-party exposure—supporting investor confidence in board effectiveness and pay oversight .