Olivier Brandicourt
About Olivier Brandicourt
Olivier Brandicourt, age 69, joined ONC’s Board in January 2024 as an independent non-executive director and serves on the Audit Committee and the Commercial and Medical Affairs Advisory Committee. He is independent under Nasdaq and HK Listing Rules; the Board determined all directors except the CEO and Dr. Xiaodong Wang are independent, and each director attended at least 75% of Board and committee meetings in 2024; all directors attended the 2024 AGM except Dr. Sanders . Dr. Brandicourt trained as a physician in Paris (Infectious Diseases and Tropical Medicine), holds an advanced degree in Cellular/Immunological Pathophysiology and a Master’s in Biology, and brings extensive global operational and commercial leadership experience (Sanofi CEO; Bayer HealthCare CEO; Pfizer ELT) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sanofi S.A. | Chief Executive Officer | 2015–2019 | Led global pharma operations; senior management experience |
| Bayer HealthCare AG | Chief Executive Officer | Prior to 2015 (not individually dated) | Global healthcare leadership |
| Pfizer Inc. | ELT Member; President & GM, Emerging Markets and Established Products | Prior to Bayer/Sanofi (not individually dated) | Large-scale commercial leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Blackstone Life Sciences | Senior Advisor | 2019–Present | Private equity life sciences advisory |
| Alnylam Pharmaceuticals, Inc. | Director (public) | 2020–Present | Current public company directorship |
| BenevolentAI S.A. | Former Director | Prior role | Former public company board service |
Board Governance
- Committee assignments: Audit Committee member; Commercial & Medical Affairs Advisory Committee member .
- Independence: Independent non-executive director; Board affirmed independence for all directors except the CEO and Dr. Xiaodong Wang .
- Attendance and engagement: Board met 8 times in 2024; each director attended ≥75% of aggregate Board and committee meetings; all directors attended the 2024 AGM except Dr. Sanders .
- Committee activity levels: Audit Committee held 14 meetings in 2024; Commercial & Medical Affairs Advisory Committee held 4 meetings in 2024 .
- Lead Independent Director: Ranjeev Krishana is Lead Independent Director .
- Executive sessions: Directors ordinarily hold executive sessions at regularly scheduled Board meetings .
- Director service contracts: The Company does not enter into service contracts with directors .
Fixed Compensation
| Year | Fees Earned or Paid in Cash (US$) | Director Cash Retainer (Policy) (US$) | Committee Fees (Policy) (US$) | Total Cash + Equity (US$) |
|---|---|---|---|---|
| 2024 | $85,371 | $65,000 for all independent directors | Audit: Chair $35,000; Member $17,500. Compensation: Chair $30,000; Member $15,000. Nominating: Chair $20,000; Member $10,000. Commercial & Medical: Chair $20,000; Member $10,000. Scientific: Chair $20,000; Member $10,000 | $644,129 (sum of fees + stock + options) |
- Policy equity mix and vesting: Annual director equity awards valued at $400,000 (50% options; 50% RSUs); vest in full on the earlier of first anniversary of grant or next AGM; full vesting upon death, disability, or specified change-of-control events; option exercise price equals the greater of grant-date fair market value or 5-day average, based on ADS closing price; directors may elect to defer RSU settlement until six months post-service, subject to plan terms .
Performance Compensation
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Annual Director Equity | $400,000 total value; 50% options, 50% RSUs | No performance metrics disclosed for director equity (time-based) | Earlier of first anniversary or next AGM; change-of-control acceleration per plan |
Note: ONC’s director compensation is time-based; performance metrics (e.g., revenue, EBITDA, TSR) are not used for non-employee director awards per the Independent Director Compensation Policy .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Alnylam Pharmaceuticals, Inc. | Director | No ONC-disclosed related-party transactions with Alnylam; no shared directorships noted among ONC directors . |
| BenevolentAI S.A. | Former Director | Former role; no ONC disclosures of transactions . |
- Connected person risk context (board-wide): Amgen is a 17.55% shareholder; ONC has a collaboration and historical share purchase agreements with Amgen and a recurring “Connected Person Placing Authorization”; Audit Committee reviews related-party transactions .
Expertise & Qualifications
- Medical training in Infectious Diseases/Tropical Medicine (University of Paris V); advanced degree in Cellular/Immunological Pathophysiology (Paris Descartes); Master’s in Biology (University of Paris XII) .
- Global operational/commercial leadership as CEO (Sanofi; Bayer HealthCare) and senior Pfizer business leadership; current life-sciences private equity advisory experience .
- Assigned to Audit Committee and Commercial & Medical Affairs Advisory Committee, aligning medical, commercial, and governance skillsets .
Equity Ownership
| As of | Beneficial Ownership (Ordinary Shares) | % of Shares Outstanding | Footnote Details | Options Outstanding | RSUs Outstanding |
|---|---|---|---|---|---|
| Mar 26, 2025 | 27,794 | * (less than 1%) | Consists of shares issuable within 60 days via options/RSUs | 61,945 (Dec 31, 2024) | 16,341 (Dec 31, 2024; 8,151 for Ms. Sharp; Brandicourt 16,341) |
- Stock ownership guidelines: Non-employee directors must hold equity worth at least 5x the annual Board cash retainer; compliance assessed annually; all directors and executive officers were in compliance as of Dec 31, 2024 .
- Hedging/insider trading policy: Board adopted insider trading policy and special trading procedures for insiders; hedging policy referenced alongside insider trading policy .
Governance Assessment
-
Strengths:
- Independence affirmed; active committee service on Audit and Commercial/Medical committees with significant meeting cadence (Audit 14; Commercial/Medical 4 in 2024), supporting oversight depth .
- Attendance threshold met (≥75%); engagement indicated by AGM attendance (no absence reported for Brandicourt) .
- Transparent director compensation with balanced cash/equity, time-based vesting, deferral option; ownership guidelines at 5x retainer with full compliance, reinforcing alignment .
- Audit Committee oversight of related-party transactions (material in ONC context due to Amgen collaboration/equity) .
-
Watch items / potential conflicts:
- Amgen connected person arrangements (including placing authorization and historical equity) represent a continuing governance sensitivity; however, Amgen abstains on authorization votes and Audit Committee reviews related-party transactions .
- No ONC-disclosed related-party transactions or service contracts specific to Brandicourt; Company does not enter service contracts with directors .
- No pledging/hedging exceptions disclosed for directors; stock ownership compliance reported, but monitor any future changes to policies or personal holdings .
-
RED FLAGS: None disclosed specific to Brandicourt (no low attendance, no service contracts, no related-party transactions, no pledging reported). Board-wide sensitivities include Amgen’s significant shareholding and connected person mechanics, mitigated by abstention and committee oversight .
Director Compensation (Detail)
| 2024 Components | US$ |
|---|---|
| Fees Earned or Paid in Cash | $85,371 |
| Stock Awards (RSUs, grant-date fair value) | $199,901 |
| Option Awards (grant-date fair value) | $358,857 |
| Total | $644,129 |
Independent Director Cash Retainers and Committee Fees (Policy)
| Item | Annual Retainer (US$) |
|---|---|
| Board – All independent directors | $65,000 |
| Audit – Chair (inclusive of member) | $35,000 |
| Audit – Member | $17,500 |
| Compensation – Chair (inclusive of member) | $30,000 |
| Compensation – Member | $15,000 |
| Nominating & Corporate Governance – Chair (inclusive of member) | $20,000 |
| Nominating & Corporate Governance – Member | $10,000 |
| Commercial & Medical Affairs – Chair (inclusive of member) | $20,000 |
| Commercial & Medical Affairs – Member | $10,000 |
| Scientific Advisory – Chair (inclusive of member) | $20,000 |
| Scientific Advisory – Member | $10,000 |
Committee Assignments (Board Context)
| Committee | Chair | 2024 Meetings | Brandicourt Member? |
|---|---|---|---|
| Audit | Shalini Sharp | 14 | Yes |
| Commercial & Medical Affairs Advisory | Anthony C. Hooper | 4 | Yes |
| Compensation | Margaret Dugan | 8 | No (not listed) |
| Nominating & Corporate Governance | Anthony C. Hooper | 2 | No (not listed) |
| Scientific Advisory | Co-Chairs: Alessandro Riva & Xiaodong Wang | 4 | No (not listed) |
Related-Party Exposure (Company Context)
- Amgen agreement suite (Collaboration Agreement; Share Purchase Agreement; placing authorization): outlines commercialization, development cost-sharing, historical equity purchase, lock-up/standstill and ongoing placing authorization mechanics; Audit Committee pre-approves related-party transactions .
Summary Implications for Investors
- Brandicourt’s clinical background and global pharma leadership strengthen board oversight in commercial and medical affairs, while audit service enhances financial and control oversight .
- Compensation and ownership policies indicate alignment; attendance and committee workload support effectiveness. Monitor Amgen-related governance items and ensure continued audit oversight and director independence vigilance .