Ranjeev Krishana
About Ranjeev Krishana
Ranjeev Krishana, age 51, has served on the ONC (BeiGene, Ltd.) Board since October 2014 and is the Board’s Lead Independent Director. He is a Partner at Baker Bros. Advisors LP (since 2011), with prior leadership roles at Pfizer (including Pfizer China) and Accenture; he holds an A.B. in Economics and Political Science from Brown University (1995) and an MPP from Harvard University (2011) . The Board classifies him as independent under Nasdaq and HK Listing Rules; independence determinations considered director associations with holders of more than 5% of share capital .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baker Bros. Advisors LP | Partner | 2011–Present | Significant healthcare investor; potential governance influence via ownership |
| Pfizer, Inc. | Commercial, strategy, BD leadership | Prior to 2011 | International market/China leadership experience |
| Pfizer China | Senior Director; China Leadership Team | Prior | On-the-ground emerging market expertise |
| Accenture plc | Strategy Consultant | Prior | Strategic advisory skillset |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Immunocore Holdings plc | Director | Current | Not disclosed |
Board Governance
- Lead Independent Director; Board-determined as independent under Nasdaq/HK Listing Rules .
- Committee memberships: Compensation Committee (member) and Commercial & Medical Affairs Advisory Committee (member). Not a chair; Compensation Committee is chaired by Dr. Margaret Dugan .
- Attendance and engagement: Board held 8 meetings in 2024; each director then in office attended at least 75% of Board and relevant committee meetings. Directors encouraged to attend AGM; all then-serving directors attended the 2024 AGM except Dr. Sanders due to conflict .
- Standing committees in 2024: Audit; Compensation; Nominating & Corporate Governance; Scientific Advisory; Commercial & Medical Affairs Advisory .
Fixed Compensation
| Component | Policy Amount (US$) | 2024 Actual (US$) |
|---|---|---|
| Annual Board Retainer (Independent Director) | 65,000 | Included in 2024 cash fees |
| Compensation Committee (Non-Chair Member) | 15,000 | Included in 2024 cash fees |
| Commercial & Medical Affairs Advisory Committee (Non-Chair Member) | 10,000 | Included in 2024 cash fees |
| Total Cash Fees | — | 90,000 |
- Policy notes: Cash retainers and committee fees paid quarterly; no changes since March 19, 2024 .
Performance Compensation
| Equity Component | Policy Structure | 2024 Grant-Date Fair Value (US$) | Vesting / Terms |
|---|---|---|---|
| Annual Equity Award | $400,000 total; 50% options, 50% RSUs | — | Vests in full on earlier of 1-year from grant or next AGM; accelerates on death/disability/change-of-control events as specified; RSUs may be deferred until 6 months after board service ends |
| RSUs (Director) | Part of annual award | 199,901 | As above |
| Options (Director) | Exercise price = greater of fair market value on grant date or 5-day average; referenced to ADS closing price; granted under 2016 Plan | 199,995 | As above |
| Total 2024 Equity | — | 399,896 | Plan limit: total director cash+equity ≤$1,000,000/year (except first year) |
Other Directorships & Interlocks
- External public board: Immunocore Holdings plc (current) .
- Investor interlocks and network:
- Baker Bros.-affiliated entities hold 8.23% of ONC shares; Krishana is a Partner at Baker Bros. .
- Director Michael Goller is also a Partner at Baker Bros. Advisors (ONC director since 2015) .
- ONC has a registration rights agreement with Baker and Hillhouse entities; extended to December 31, 2026 .
- Board affirmed independence of all non-employee directors, considering associations with holders of >5% .
Expertise & Qualifications
- International healthcare and commercial operations; China market experience (Pfizer China) .
- Strategic, business development, and investor perspective via Baker Bros. Advisors .
- Academic credentials: Brown University (A.B.), Harvard University (MPP) .
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial ownership (SEC definition) | 453,232 ordinary shares: 46,696 held directly + 406,536 issuable within 60 days via options/RSUs |
| Interest under Hong Kong SFO | 503,724 ordinary shares (SFO rules differ from SEC) |
| Ownership % of outstanding shares | Less than 1% (denoted “*” in SEC table) |
| Options outstanding (12/31/2024) | 440,687 options; RSUs outstanding: 16,341 |
| Stock ownership guidelines | Non-employee directors must hold ≥5× annual board cash retainer; all directors were in compliance as of 12/31/2024 |
| Hedging/Pledging | Prohibited unless approved by Insider Trading Compliance Officer or Audit Committee |
Governance Assessment
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Strengths:
- Lead Independent Director status and independence affirmed under Nasdaq/HK rules; board considered major shareholder associations in its independence review .
- Active committee service on Compensation and Commercial & Medical Affairs; Compensation chaired by an independent director (Dr. Dugan), with no compensation interlocks reported .
- Solid attendance (≥75%) across Board/committees in 2024; broad committee structure supports oversight .
- Transparent, formulaic director pay with equity alignment; RSU/option split, clear vesting, and ownership guidelines; company-wide clawback policy adopted in line with Nasdaq rules .
- Shareholder support for executive compensation (88.2% say‑on‑pay in 2024), signaling broader governance credibility .
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Potential red flags and monitoring items:
- Significant shareholder linkage: Krishana’s Baker Bros. affiliation alongside Baker Bros.’ 8.23% ownership and another Baker partner (Goller) on the Board may raise perceived influence risks; Board explicitly considered such associations in independence determinations, but investors may scrutinize Compensation Committee decisions for alignment and objectivity .
- Registration rights with Baker/Hillhouse and ongoing large strategic partner mandates (e.g., Amgen waivers/authorizations) require continued vigilance to avoid preferential treatment and ensure minority shareholder protections; Board disclosures outline conditions and voting exclusions (e.g., Amgen abstains on connected person authorization) .
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Overall investor confidence signal: As Lead Independent Director with clear independence status, committee participation, attendance, and equity alignment, Krishana’s governance profile is generally supportive of board effectiveness. The Baker Bros. association is the primary perceived conflict risk and should be monitored against Compensation Committee outcomes and related-party safeguards .