Michael Goller
About Michael Goller
Independent non-executive director of ONC (BeiGene, Ltd.), age 50, serving since April 2015. He is a Partner at Baker Bros. Advisors LP and holds a B.S. in Molecular and Cell Biology from Penn State (1997) and master’s degrees in Biotechnology (Penn Engineering) and MBA (Wharton) from the University of Pennsylvania (2005) . He is classified as an independent director under Nasdaq and HK Listing Rules, with the Board determining all directors except the CEO John V. Oyler and Dr. Xiaodong Wang are independent .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| JPMorgan Partners, LLC | Associate | — | — |
| Merrill Lynch & Co. | Investment Banker | — | — |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Baker Bros. Advisors LP | Partner | 2005 – Present | Life sciences investing; significant shareholder affiliation with ONC through Baker entities |
| DBV Technologies SA | Director | 2015 – Present | — |
| Replimune Group, Inc. | Director | 2024 – Present | — |
Board Governance
- Board class and term: Class II director; continuing in office until the 2027 annual general meeting (not standing for re‑election in 2025) .
- Committee assignments: Member, Nominating & Corporate Governance Committee; Member, Scientific Advisory Committee .
- Independence: Independent non-executive director per Nasdaq and HK Listing Rules determinations .
- Attendance and engagement: Board met 8 times in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 AGM except Dr. Sanders, who had a conflict .
- Executive sessions: Directors hold executive sessions at regularly scheduled Board meetings .
- Lead independent director: Ranjeev Krishana (not Goller) .
Fixed Compensation
Director pay design: annual cash retainer plus committee fees; equity awards granted annually. Cash retainers unchanged since March 19, 2024 .
| Cash Component (Policy) | Annual Amount (US$) |
|---|---|
| Independent director retainer | 65,000 |
| Audit Committee – Chair | 35,000 (incl. member fee) |
| Audit Committee – Member | 17,500 |
| Compensation Committee – Chair | 30,000 (incl. member fee) |
| Compensation Committee – Member | 15,000 |
| Nominating & Corp. Gov. – Chair | 20,000 (incl. member fee) |
| Nominating & Corp. Gov. – Member | 10,000 |
| Commercial & Medical Affairs – Chair | 20,000 (incl. member fee) |
| Commercial & Medical Affairs – Member | 10,000 |
| Scientific Advisory – Chair | 20,000 (incl. member fee) |
| Scientific Advisory – Member | 10,000 |
| 2024 Actual for Michael Goller | Amount (US$) |
|---|---|
| Fees earned or paid in cash | 84,750 |
| Notes | Consistent with policy: $65k retainer + $10k Nom/Gov member + $10k Scientific Advisory member (minor proration vs. policy total) |
Performance Compensation
- Structure: Non-employee directors receive annual equity awards valued at US$400,000, split 50% RSUs and 50% options; initial awards also US$400,000 (prorated to first AGM). Awards vest in full on the earlier of the first anniversary of grant or the next AGM; vesting accelerates upon death, disability, or specified change‑of‑control events. Option exercise price equals the higher of grant-date fair market value or 5‑day average, based on ADS closing prices on Nasdaq .
- 2024 Awards (Grant-Date Fair Value): RSUs US$199,901; Options US$199,995; Total US$399,896 .
| 2024 Equity for Michael Goller | Amount (US$) |
|---|---|
| Stock awards (RSUs) – grant date fair value | 199,901 |
| Option awards – grant date fair value | 199,995 |
| Total equity value | 399,896 |
| Vesting terms (policy) | Full vest by next AGM/1-year; change-of-control acceleration; option strike = FMV/5-day avg of ADS |
Note: ONC does not disclose performance metrics for director equity; grants are time‑based, not tied to revenue/EBITDA/TSR goals for non‑employee directors .
Other Directorships & Interlocks
- Current public boards: DBV Technologies SA; Replimune Group, Inc. .
- Significant shareholder affiliation: Goller is a Partner at Baker Bros. Advisors; Baker-related entities own 8.23% of ONC outstanding shares (as of Mar 26, 2025) .
- Related governance context: Another Baker partner, Ranjeev Krishana, serves as Lead Independent Director and is on the Compensation Committee; the company states there are no compensation committee interlocks or insider participation per SEC definition .
Expertise & Qualifications
- Scientific and financial background: B.S. in Molecular & Cell Biology (Penn State); M.S. in Biotechnology (Penn Engineering); MBA (Wharton) .
- Professional expertise: Life sciences investing (Baker Bros.), financial and corporate development acumen; aligns with service on Nominating & Corporate Governance and Scientific Advisory Committees .
Equity Ownership
| Ownership Detail (as of Mar 26, 2025) | Amount |
|---|---|
| Total beneficial ownership | 453,232 ordinary shares (less than 1%) |
| Directly held shares | 46,696 ordinary shares |
| Options/RSUs exercisable/vesting within 60 days | 406,536 ordinary shares |
- Director ownership guidelines: Non‑employee directors must hold equity worth at least 5× the annual board cash retainer; compliance measured annually. As of Dec 31, 2024, all directors and executive officers were in compliance .
- Hedging/pledging controls: Insider trading policy prohibits short sales and hedging; pledging/margin use is prohibited unless approved by the Insider Trading Compliance Officer or Audit Committee .
Governance Assessment
- Board effectiveness and engagement: Goller serves on governance‑critical committees (Nominating & Corporate Governance; Scientific Advisory). The Board met 8x in 2024, and all directors achieved at least 75% attendance, indicating baseline engagement; executive sessions are held regularly, supporting independent oversight .
- Pay alignment: Cash-plus-time‑based equity structure for directors is standard; 2024 mix for Goller was ~17% cash and ~83% equity by value (US$84.8k cash; US$399.9k equity), aligning director incentives with shareholder outcomes via equity exposure .
- Ownership alignment: Compliance with stringent 5× retainer ownership guidelines and anti‑hedging/pledging policy strengthens alignment and reduces agency risk .
- Potential conflicts and related‑party exposure: Baker entities hold 8.23% of ONC; Goller (Baker Partner) and Krishana (Baker Partner) both serve on the Board. This concentrated investor representation can present perceived influence risks; mitigants include independence confirmations, Goller’s non‑membership on the Compensation Committee, and explicit disclosure that there are no compensation committee interlocks per SEC definitions. Registration rights for Baker entities are disclosed and governed by agreements (amended through Dec 31, 2026) .
- Shareholder sentiment: Say‑on‑pay garnered 88.2% support at the 2024 AGM, signaling broadly supportive investor sentiment toward compensation governance; the committee retained an independent advisor (Pay Governance) in 2024 with no identified conflicts .
RED FLAGS and Watch Items
- Significant shareholder representation on the Board: Two Baker Bros. partners (including Goller) on the Board while Baker entities own >8%—monitor for any future related‑party transactions or committee composition shifts; current disclosures indicate independence and no compensation committee interlocks .
- Change‑of‑control acceleration for director equity: While common, full acceleration can be shareholder‑unfriendly if overused; ONC discloses acceleration upon specified events—investors should monitor grant sizing and frequency over time .
Reference Citations
- Director biography, roles, age, service since 2015; committees; other boards .
- Board composition/independence; attendance; executive sessions .
- Class/term status (Class II; through 2027) .
- Director compensation policy; 2024 cash and equity amounts (Goller) .
- Ownership totals and breakdown; guidelines; hedging/pledging policy .
- Compensation committee composition and interlocks disclosure; consultant independence; say‑on‑pay support .