Qingqing Yi
About Qingqing Yi
Independent non-executive director of BeiGene, Ltd. (Nasdaq: ONC), age 53, serving on the Board since October 2014. He is a Partner at Hillhouse Capital with prior experience as an equity research analyst at China International Capital Corporation; he holds a B.S. in Engineering from Shanghai Maritime University (1995) and an MBA from the University of Southern California (2003) . The Board has confirmed his independence under Nasdaq and HK Listing Rules, and he is nominated for re-election as a Class III director through the 2028 AGM .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hillhouse Capital | Partner | 2005–Present | Capital markets and healthcare sector expertise |
| China International Capital Corporation | Equity Research Analyst | Prior to 2005 | Sell-side research background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JD Health International Inc. | Director | 2020–Present | Not disclosed |
Board Governance
- Committee assignments: Compensation Committee member; Scientific Advisory Committee member .
- Independence: Confirmed by the Board under Nasdaq and HK Listing Rules; independence re-affirmed in 2025 nomination process .
- Attendance and engagement: Board held eight meetings in 2024; each director attended at least 75% of board and committee meetings on which they served. Directors ordinarily hold executive sessions at regularly scheduled meetings; all then-serving directors attended the 2024 AGM except one director (Dr. Sanders) due to conflict .
- Lead Independent Director: Ranjeev Krishana (also Compensation Committee member) .
- Director service contracts: Company does not enter into service contracts with directors .
- Governance policies: Code of conduct; robust stock ownership policy (non-employee directors must hold equity worth at least 5x annual board cash retainer; all directors in compliance as of Dec 31, 2024); insider trading and hedging/pledging restrictions with approvals required; Rule 10b5-1 trading plans permitted .
Fixed Compensation
Policy and 2024 actuals for Mr. Yi:
| Component | Amount (US$) | Notes |
|---|---|---|
| Board Annual Cash Retainer | 65,000 | Paid quarterly; no changes since Mar 19, 2024 |
| Compensation Committee Member Fee | 15,000 | Non-chair member |
| Scientific Advisory Committee Member Fee | 10,000 | Non-chair member |
| 2024 Cash Fees Earned | 90,000 | Reported in Director Compensation table |
Performance Compensation
Equity award structure for independent directors and Mr. Yi’s 2024 grants:
| Feature | RSUs | Stock Options |
|---|---|---|
| 2024 Grant Value (US$) | 199,901 | 199,995 |
| Annual Grant Policy (US$) | Part of US$400,000 annual grant (50% RSUs / 50% options) | Part of US$400,000 annual grant (50% RSUs / 50% options) |
| Grant Timing | On date of annual meeting of shareholders | On date of annual meeting of shareholders |
| Vesting | Vests in full on earlier of first anniversary of grant or next AGM; full vest on death, disability, or specified change-of-control events | Vests on same schedule; full vest on death, disability, or specified change-of-control events |
| Exercise Price | N/A | Greater of fair market value on grant date or 5-day average closing price of ADSs |
| Annual Cap | Combined equity and cash ≤ US$1,000,000 per independent director per calendar year (except first year) |
No director PSUs or performance metric-based equity are disclosed for non-employee directors; awards are time-based and align with shareholder interests through share price exposure .
Other Directorships & Interlocks
| Relationship | Detail | Governance Implication |
|---|---|---|
| Significant Holder Affiliation | Yi is a Partner at Hillhouse; entities affiliated with HHLR Advisors/Hillhouse Investment Management beneficially own 6.61% of ONC shares | Potential perceived conflict; Board considered associations with >5% holders in independence determinations and affirmed independence |
| Other Major Holder | Baker Bros. Advisors LP affiliates own 8.23%; two directors (Goller, Krishana) are Baker partners | Board independence confirmed despite associations |
Expertise & Qualifications
- Education: B.S. Engineering (Shanghai Maritime University, 1995) and MBA (University of Southern California, 2003) .
- Qualifications: Extensive capital markets experience and healthcare sector knowledge underpin contribution to compensation and scientific oversight .
Equity Ownership
Beneficial ownership and award overhang:
| As of Date | Direct Shares | Shares Issuable within 60 Days (Options/RSUs) | Total Beneficially Owned | Percent of Outstanding |
|---|---|---|---|---|
| March 26, 2025 | 29,614 | 406,536 | 436,150 | * |
Options and RSUs outstanding (non-vesting status as disclosed):
| As of Date | Options Outstanding (shares) | RSUs Outstanding (shares) |
|---|---|---|
| December 31, 2024 | 440,687 | 16,341 |
Stock ownership alignment:
- Director stock ownership guideline: ≥5x annual board cash retainer; all directors compliant as of Dec 31, 2024 .
- Hedging and pledging: Short sales and derivatives prohibited; pledging or margin use prohibited unless approved by Insider Trading Compliance Officer or Audit Committee .
Governance Assessment
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Strengths:
- Confirmed independence with Board’s explicit consideration of relationships with major shareholders; active roles on Compensation and Scientific Advisory Committees .
- Strong attendance culture (≥75% board and committee meetings in 2024); structured executive sessions; comprehensive governance documents and code of conduct .
- Transparent and market-standard director pay: modest cash retainer and committee fees; equity grants vesting time-based with reasonable annual cap; co‑control acceleration disclosed .
- Ownership alignment via stringent stock ownership guidelines; compliance achieved .
- Compensation Committee engagement and independent consultant oversight; no conflicts identified; say‑on‑pay support at 88.2% in 2024 .
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Potential concerns / RED FLAGS to monitor:
- Affiliation with Hillhouse while Hillhouse affiliates are 6.61% holders; remains an interlock to monitor for perceived conflicts, though independence is affirmed .
- Broad change-of-control acceleration for director equity could be viewed as less performance‑linked; balance with time-based vesting benefits should be assessed in context .
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Related-party exposure: Material Amgen collaboration and equity stake (17.55%) with ongoing shareholder authorization mechanisms; not directly tied to Yi but relevant to overall governance risk profile .
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Board continuity and re‑nomination: Nominating Committee recommended Yi’s re‑election based on capital markets and healthcare expertise; shareholders asked to vote for re‑election .