Xiaodong Wang
About Xiaodong Wang
Dr. Xiaodong Wang (age 61) is a Co‑Founder of the company and a non‑executive, non‑independent director serving since February 2016. He co‑chairs the Scientific Advisory Committee and also serves as Chair Professor at Tsinghua University; previously he was a Howard Hughes Medical Institute Investigator and held the George L. MacGregor Distinguished Chair at UT Southwestern. He holds a B.S. in Biology (Beijing Normal University) and a Ph.D. in Biochemistry (UT Southwestern); he is a member of the U.S. National Academy of Sciences (since 2004) and a foreign associate of the Chinese Academy of Sciences (since 2013) . The Board has determined he is not independent under Nasdaq and HK Listing Rules; only Mr. Oyler and Dr. Wang are non‑independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Institute of Biological Sciences, Beijing | Founding Co‑Director; Director and Investigator | 2003–Present | Foundational leadership in cancer biology programs |
| UT Southwestern Medical Center | Distinguished Chair Professor | Prior | Led biomedical sciences research; HHMI Investigator |
| Howard Hughes Medical Institute | Investigator | Prior | High‑impact basic science contributions |
| Joyant Pharmaceuticals, Inc. | Founder | Prior | Translational drug discovery leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Tsinghua University | Chair Professor | 2020–Present | Academic leadership |
| Clover Biopharmaceuticals, Ltd. | Non‑Executive Director | 2021–Present | Compensation Committee member |
Board Governance
- Committee assignments: Co‑Chair, Scientific Advisory Committee. Not a member of the Audit, Compensation, or Nominating & Corporate Governance Committees (these committees are chaired by other directors) .
- Independence: Non‑independent (one of two non‑independent directors along with the CEO/Chair) .
- Attendance and engagement: The Board met eight times in 2024; each director then in office attended ≥75% of Board and applicable committee meetings. All directors attended the 2024 AGM except Dr. Corsee Sanders, implying Dr. Wang attended .
- Tenure/class: Class III director (standing for re‑election to a term ending at the 2028 AGM) .
- Executive sessions and oversight: Board holds executive sessions at regularly scheduled meetings; Lead Independent Director is Ranjeev Krishana (not Dr. Wang) .
Fixed Compensation
Dr. Wang does not receive director fees; he is compensated under a related‑party Consulting Agreement for chairing the Scientific Advisory Board and strategic advisory services.
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual fixed consulting fee | $100,000 | Under the 2023 Consulting Agreement (term: Jan 1, 2024–Dec 31, 2026) |
| Cash compensation line in Director Compensation table | $250,000 | Comprises $100,000 consulting fee + $150,000 2024 performance‑based cash bonus (paid 2025) |
- Consulting Agreement: Initial 2018 agreement renewed 2021, superseded by 2023 agreement effective 2024–2026; services include leading SAB, strategic R&D guidance, regulatory input, BD support, stakeholder engagement .
Performance Compensation
| Award | Grant/Period | Quantity/Terms | Grant Date Fair Value |
|---|---|---|---|
| Performance‑based cash bonus | FY2024 | $150,000 (paid 2025) | $150,000 |
| Stock options | FY2024 awards | Option to purchase 410,657 ordinary shares | $2,666,642 |
| RSUs | FY2024 awards | 108,992 ordinary shares | $1,333,308 |
Performance metrics and vesting specifics:
- Metrics: The company discloses the cash bonus as “performance‑based,” but does not specify the metrics or targets for Dr. Wang’s consultant bonus; explicit metrics are not disclosed for his awards .
- Vesting/acceleration: Company notes options/RSUs for NEOs generally have standard vesting with potential acceleration; however, “Dr. Wang’s options are not subject to accelerated vesting” and “Dr. Wang’s RSUs are not subject to accelerated vesting” in change‑of‑control/qualifying terminations .
Other Directorships & Interlocks
| Company | Type | Role/Committee | Potential Interlock |
|---|---|---|---|
| Clover Biopharmaceuticals, Ltd. | Public | Non‑Executive Director; Compensation Committee | No interlocks disclosed with ONC executives; Compensation Committee interlocks section reports none among ONC Compensation Committee members/officers in 2024 . |
Expertise & Qualifications
- Deep oncology R&D expertise; extensive scientific leadership across academia, biotech founding, and global advisory roles .
- Recognized scientific stature: NAS (USA) member since 2004; foreign associate, Chinese Academy of Sciences since 2013 .
- Contributes strategic guidance to R&D, regulatory, manufacturing campus build‑out, business development, and investor engagement per company disclosure .
Equity Ownership
| Holding Category | Shares | Notes |
|---|---|---|
| Direct holdings (self) | 4,856,986 | Directly held |
| Spouse | 50 | Spouse holdings |
| Wang Investment LLC | 3,953,100 | 99% owned by two GRATs; spouse is trustee; beneficial ownership disclaimed |
| Family trust | 1,025,063 | Beneficiaries are family members; beneficial ownership disclaimed |
| Options/RSUs “within 60 days” | 6,671,048 | Options exercisable or RSUs vesting within 60 days of Mar 26, 2025 |
| Total beneficial ownership (SEC basis) | 16,506,247 | 1.17% of outstanding as of Mar 26, 2025 |
| “Interested” shares (SFO basis) | 17,467,487 | SFO/HK basis differs from SEC beneficial ownership |
Additional alignment and policy points:
- Stock ownership guidelines: Directors must hold equity ≥5× annual board cash retainer; as of Dec 31, 2024, all directors and executive officers were in compliance (policy amended Sept 2024) .
- Hedging/pledging: Insider trading policy prohibits short sales and hedging; pledging company securities as collateral is prohibited absent approval; no pledges disclosed for Dr. Wang .
Employment & Contracts
| Item | Detail |
|---|---|
| Consulting Agreement term | Jan 1, 2024 – Dec 31, 2026 (renewal of prior arrangements from 2018/2021) |
| Fixed fee | $100,000 per year (subject to review) |
| Discretionary comp | Company may grant additional compensation (e.g., 2024 $150,000 bonus) |
| 2024 equity under consultancy | Options (410,657 shrs; GDFV $2,666,642) and RSUs (108,992 shrs; GDFV $1,333,308) |
| Change‑in‑control accelerations | Not applicable to Dr. Wang’s options/RSUs (no acceleration) |
Director Compensation (Peer Context)
- Independent director policy: $65,000 annual retainer; committee chair/member retainers; annual equity awards of $400,000 (50% options/50% RSUs) to independent directors; cap of $1,000,000 total annual director comp (excl. first year). Dr. Wang is not paid director fees (non‑independent and paid as consultant) .
Related‑Party Transactions (Conflict Review)
- Dr. Wang’s consultancy is a related‑party transaction; the company’s policy requires Audit Committee pre‑approval of related‑party transactions ≥$120,000, assessing terms vs. third‑party comparables. Company states such transactions are on terms no less favorable than arm’s‑length .
- No other Dr. Wang‑specific related‑party dealings disclosed.
Governance Assessment
Strengths
- Significant “skin‑in‑the‑game”: 1.17% SEC‑basis beneficial ownership, with direct, trust, and option/RSU positions; directors in policy compliance, enhancing alignment .
- Not on Audit or Compensation Committees; co‑chairs Scientific Advisory Committee where his expertise is most relevant, reducing compensation/financial oversight conflicts .
- Attendance: Met Board/committee attendance thresholds; participated in AGM; active engagement via SAB leadership and strategic contributions disclosed by the company .
Risks / RED FLAGS
- RED FLAG — Independence: The Board deems Dr. Wang non‑independent (co‑founder and compensated consultant). While common in founder‑led biopharma, this can raise perceived conflicts for investors focused on majority‑independent boards .
- RED FLAG — Related‑party pay structure: Consultant cash and sizable equity awards ($4.0M grant date fair value in 2024) alongside board service warrant continued scrutiny for rigor of oversight and performance linkage; company did not disclose explicit metrics for his performance‑based bonus .
- Interlocks: None disclosed affecting ONC Compensation Committee; continue to monitor external roles (e.g., Clover Compensation Committee) for any emerging interlocks .
Mitigants and policies
- Insider trading/pledging policy restricts hedging and pledging (with approval only), lowering alignment risk; compliance with stock ownership guidelines further supports alignment .
- Clawback policy (Nasdaq‑compliant, adopted Nov 21, 2023) enables recovery of incentive‑based compensation upon restatements and, for certain misconduct, broader equity recovery .
- Compensation Committee independence affirmed; no interlocks reported; SAB co‑chair role ties Dr. Wang’s contributions to science/portfolio strategy rather than compensation or financial controls .
Overall implication for investors: Dr. Wang’s scientific leadership and substantial equity stake are positive for long‑term R&D execution and alignment. However, his non‑independent status and related‑party compensation (including large equity grants) require robust Audit Committee oversight and transparent performance linkage to sustain investor confidence, especially as the company targets positive GAAP operating income and continued global expansion .