Shalini Sharp
About Shalini Sharp
Independent non-executive director of BeiGene, Ltd. (Nasdaq: ONC); age 50; joined the ONC Board on September 27, 2024 and is nominated to be redesignated as a Class II director serving through the 2027 annual meeting if re-elected . She chairs the Audit Committee and serves on the Nominating and Corporate Governance Committee; she is designated an “audit committee financial expert” under SEC rules . Education: B.A. Harvard College and M.B.A. Harvard Business School . Independence: affirmed under Nasdaq and HK Listing Rules . Ownership: interested in 25,389 ordinary shares under Hong Kong SFO; no SEC-reportable beneficial ownership as of March 26, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ultragenyx Pharmaceutical Inc. | Executive Vice President & Chief Financial Officer | 2012–2020 | Senior finance leadership; biopharma growth execution |
| Agenus, Inc. | Chief Financial Officer | 2006–2012 | CFO role at immuno-oncology company |
| Elan Pharmaceuticals | Strategic Planning, Chief of Staff | Prior to 2006 (not dated) | Corporate strategy support |
| Goldman Sachs | Summer Associate, Investment Banking | Prior (not dated) | Capital markets exposure |
| McKinsey & Co. | Consultant | Prior (not dated) | Strategy consulting experience |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Neurocrine Biosciences, Inc. | Director | 2020–Present | Current public company directorship |
| Organon & Co. | Director | 2021–Present | Current public company directorship |
| Septerna, Inc. | Director | 2024–Present | Current public company directorship |
| Mirati Therapeutics, Inc. | Former Director | Prior (not dated) | Former public company board |
| Sutro Biopharma, Inc. | Former Director | Prior (not dated) | Former public company board |
| Precision Biosciences, Inc. | Former Director | Prior (not dated) | Former public company board |
| Panacea Acquisition Corp. | Former Director | Prior (not dated) | Former public company board |
| Array BioPharma Inc. | Former Director | Prior (not dated) | Former public company board |
| Agenus, Inc. | Former Director | Prior (not dated) | Former public company board |
Board Governance
- Committees: Audit Committee Chair; member of Nominating & Corporate Governance Committee; designated audit committee financial expert .
- Independence: Board determined all directors except CEO and Dr. Xiaodong Wang are independent; Sharp confirmed independence under Nasdaq and HK rules .
- Attendance: Board held 8 meetings in 2024; each director then in office attended at least 75% of board and committee meetings; directors ordinarily hold executive sessions at regular meetings .
- Committee activity: Audit Committee met 14 times in 2024; Compensation Committee 8; Nominating 2; Scientific Advisory 4; Commercial & Medical Affairs 4 .
- Lead Independent Director: Ranjeev Krishana (LID) serves; reinforces independent oversight .
- No director service contracts: Company does not enter into service contracts with directors .
- Clawback and controls: Compensation recovery policy adopted Nov 21, 2023 per Nasdaq listing rules, enabling recoupment of erroneously awarded incentive compensation; robust insider trading and anti-hedging/pledging policies except by approval .
Fixed Compensation
| Component | Policy Value (US$) | Notes |
|---|---|---|
| Board annual cash retainer (independent directors) | $65,000 | Paid quarterly; unchanged since Mar 19, 2024 |
| Audit Committee Chair (incl. member fee) | $35,000 | Paid quarterly |
| Audit Committee member (non-Chair) | $17,500 | Paid quarterly |
| Nominating & Corporate Governance Chair (incl. member fee) | $20,000 | Paid quarterly |
| Nominating & Corporate Governance member (non-Chair) | $10,000 | Paid quarterly |
| Commercial & Medical Affairs Chair | $20,000 | Paid quarterly |
| Commercial & Medical Affairs member | $10,000 | Paid quarterly |
| Scientific Advisory Chair | $20,000 | Paid quarterly |
| Scientific Advisory member | $10,000 | Paid quarterly |
| Director | Fees Earned/Paid in Cash 2024 (US$) | Notes |
|---|---|---|
| Shalini Sharp | $21,522 | Pro-rated for partial-year service (joined Sept 27, 2024) |
Performance Compensation
| Element | Policy Design | 2024 Actual (US$) | Vesting/Terms |
|---|---|---|---|
| Initial equity grant (on appointment) | $400,000 value; 50% options, 50% RSUs; pro-rated to first AGM anniversary | Included in 2024 grants (pro-rated) RSUs $140,768; Options $140,779 | Vests in full on earlier of first anniversary of grant or next AGM; full vest on death, disability, or certain CoC events; options priced at FMV or 5-day average closing price of ADSs, whichever greater |
| Annual equity grant (at AGM) | $400,000 value; 50% options, 50% RSUs | Next eligible at 2025 AGM (policy) | As above |
Performance metric table (directors): No performance metrics are tied to director compensation; awards are service-based with time vesting per policy .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Current public boards | Neurocrine Biosciences (2020–), Organon (2021–), Septerna (2024–) |
| Committee interlocks | Compensation Committee Interlocks: none; no insider participation noted |
| Potential interlocks/conflicts | No disclosed related-party transactions involving Ms. Sharp; broader ONC environment includes Amgen collaboration and equity stake (Amgen 17.55%), Connected Person Placing Authorization framework, sublease with Amgen affiliate; all subject to Audit Committee oversight and HK/SEC rules |
Expertise & Qualifications
- Financial management and executive leadership at multiple biopharma companies; service on numerous public boards .
- Designated audit committee financial expert; chairs ONC Audit Committee overseeing external auditors, financial reporting, internal controls, related-party transaction approvals, and earnings releases .
- Education: Harvard College (BA), Harvard Business School (MBA) .
Equity Ownership
| Measure | Amount | Basis/Notes |
|---|---|---|
| SEC beneficial ownership (as of Mar 26, 2025) | None reported | SEC beneficial ownership table shows “—” for Ms. Sharp |
| Interest under Hong Kong SFO (as of Mar 31, 2025) | 25,389 ordinary shares | SFO rules differ from SEC |
| Director ownership guideline | 5x annual board cash retainer for non-employee directors; 5-year compliance period for new directors | Amended Sept 2024; applies to directors |
| Compliance status | All directors and executive officers were in compliance as of Dec 31, 2024 | Determined annually; RSUs counted per policy |
| Hedging/pledging | Prohibited unless approved by Insider Trading Compliance Officer or Audit Committee | Insider trading policy in place |
Fixed Compensation (Detail of 2024 Director Compensation Table)
| Name | Cash Fees (US$) | Stock Awards (US$) | Option Awards (US$) | Total (US$) |
|---|---|---|---|---|
| Shalini Sharp | $21,522 | $140,768 | $140,779 | $303,069 |
Governance Assessment
- Strengths: Independent status; Audit Chair with “financial expert” designation; strong finance/biopharma background; active committee engagement; robust clawback and insider trading policies; ownership guidelines with confirmed compliance .
- Engagement: Board met 8 times; Audit met 14; directors held executive sessions; attendance of directors then in office ≥75%—indicates active oversight; Sharp’s chair role suggests high involvement .
- Compensation alignment: Director pay mixes cash retainers with equity; policy emphasizes equity grants vesting over time; annual cash retainer and committee fees modest relative to equity value—supports alignment with shareholders .
- Related-party risk context: Amgen is a 17.55% holder with ongoing collaboration; Connected Person Placing Authorization renewed annually and excludes Amgen voting; Audit Committee reviews related-party transactions—mitigates conflict risk; no Sharp-specific related-party exposure disclosed .
- Shareholder signals: 2024 say‑on‑pay support at 88.2%—positive governance sentiment; independent compensation consultant (Pay Governance) with no conflicts; peer group updates disclosed .
RED FLAGS: None disclosed specific to Ms. Sharp (no related-party transactions, pledging, or low attendance). Broader structural risks include significant Amgen stake and connected-person allocation framework—monitored via policy constraints and independent committee oversight .