Andong Huang
Outlook TherapeuticsAbout Andong Huang
Andong Huang, age 27, has served as an independent director of Outlook Therapeutics (OTLK) since June 2020. He is Vice President, Business Development at Syntone Technologies Group (China) since 2017, and was initially appointed to OTLK’s Board by Syntone Ventures LLC pursuant to a May 22, 2020 Stock Purchase Agreement. He holds an Honours BA from the University of Toronto (Economics and East Asian Studies) and is fluent in Mandarin and English. The Board has affirmatively determined Huang is independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Syntone Technologies Group (China) | Vice President, Business Development | 2017–present | Focus on strategic partnerships and international business relationships |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Syntone Technologies Group (China) | Vice President, Business Development | 2017–present | Affiliated with significant OTLK investor (Syntone Ventures LLC) |
No other public company directorships are disclosed in Huang’s proxy biography.
Board Governance
- Independence: Board determined Huang is independent under Nasdaq rules after reviewing relationships and transactions, including related‑party items; none deemed disqualifying.
- Committees: Huang is not currently a member of Audit, Compensation, Nominating & Corporate Governance, or Executive Committees.
- Attendance: The Board met five times in fiscal 2024; all directors attended at least 75% of Board and applicable committee meetings.
- Board leadership: The Board has an independent Chair and a Lead Independent Director role (Randy Thurman) established January 2025 to reinforce independence amid potential conflicts related to large shareholder financings.
Fixed Compensation
| Component | Amount | Detail | Applicability to Huang |
|---|---|---|---|
| Annual Board cash retainer | $40,000 | Non‑employee director retainer | Earned FY2024; elected options in lieu per policy (see below) |
| Chair of Board add’l retainer | $30,000 | If applicable (Chair/Lead Independent Director) | Not applicable to Huang |
| Executive Committee member fee | $30,000 | Annual cash retainer | Not applicable to Huang |
| Audit Committee chair/member | $15,000 / $7,500 | Annual cash retainers | Not applicable to Huang |
| Compensation Committee chair/member | $10,000 / $5,000 | Annual cash retainers | Not applicable to Huang |
| Nominating Committee chair/member | $8,000 / $4,000 | Annual cash retainers | Not applicable to Huang |
Director Compensation (FY2024):
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Andong Huang | 40,000 | 35,000 | 75,000 |
Note: All non‑employee directors except Randy Thurman elected to receive annual cash fees in stock options in FY2024 per policy (“Option Awards in Lieu of Cash Fees”).
Performance Compensation
Policy and Structure:
- Annual Director Option Grant: Fair value $35,000 on each annual meeting date; vests on earlier of first anniversary or next annual meeting. Post‑termination exercise extended to full term (typically 10 years).
- Option in Lieu of Cash Fees: Directors may elect 50% or 100% of annual cash compensation in options; automatic grant on third business day in October; vest 25% at end of each fiscal quarter during the year.
Huang’s Option Awards:
| Grant Date | Number of Options | Grant Date Fair Value ($) | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| 10/4/2023 (in lieu of cash fees) | 9,555 | 40,000 | 4.80 | 10/4/2033 | 25% quarterly during FY2024 |
| 10/1/2024 (annual grant) | 23,509 | 110,000 | 5.22 | 10/1/2034 | Earlier of 1 year or next annual meeting |
Hedging/Pledging:
- Insider Trading Policy prohibits short sales, transactions in options, hedging, margin accounts, pledges, or speculative transactions in company securities.
Other Directorships & Interlocks
| Entity | Relationship | Transaction Detail | Timing |
|---|---|---|---|
| Syntone Ventures LLC | Significant OTLK investor; Huang appointed to Board by Syntone pursuant to May 22, 2020 Stock Purchase Agreement | Private placement: 714,286 shares + warrants to purchase 1,071,429 shares; net proceeds $4,835,371; warrant exercise price $7.70, expires April 15, 2029 | Jan 2024 |
| Syntone Ventures LLC | Warrant inducement | Expected exercise of 1,071,429 warrants; new inducement warrants to purchase up to 2,142,858 shares at $2.26; five‑year expiry; contingent on regulatory approvals and shareholder approval of certain warrants | Jan 2025 (pending) |
| Appointment linkage | Initial appointment | Huang initially appointed by Syntone Ventures LLC under Stock Purchase Agreement dated May 22, 2020 | 2020 |
Independence was affirmed notwithstanding these investor relationships after Board review of all relevant transactions.
Expertise & Qualifications
- Business development and strategic partnerships expertise (China), international relationships; bilingual (Mandarin/English).
- Academic credentials: Honours BA, University of Toronto (Economics, East Asian Studies).
- Relationship with significant investor (Syntone) provides shareholder perspective to Board deliberations per Board rationale.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Andong Huang | 38,982 | <1% | Based on 24,905,635 shares outstanding as of Jan 15, 2025 |
| Stock Options held (as of Sept 30, 2024) | 33,490 | N/A | Aggregate options position per proxy |
Beneficial ownership percentages reflect SEC rules including options/warrants exercisable within 60 days; Huang’s ownership is under 1%.
Governance Assessment
- Committee influence: Huang holds no committee assignments, limiting direct oversight impact in audit/compensation/nominating areas.
- Independence: Formally independent under Nasdaq; however, affiliation with Syntone (significant investor with ongoing financings/warrant activity) warrants monitoring for potential perceived conflicts, even with Board oversight.
- Attendance/engagement: Board met five times in FY2024 with ≥75% attendance by all directors, indicating baseline engagement; the company reports only one director attended the 2024 annual meeting (no formal attendance policy).
- Alignment: Director compensation includes a fixed cash retainer but Huang’s election for options in lieu of cash increases equity linkage; hedging/pledging prohibitions further support alignment.
- Ownership: Personal ownership is modest (<1%); options grants are time‑vested and not performance‑based; no director‑specific ownership guidelines disclosed.
Red Flags
- Investor affiliation: Appointment by Syntone and contemporaneous Syntone financings/warrant transactions create an ongoing related‑party proximity risk; transparency and continued independence assessments are critical.
- Limited committee roles: No committee memberships may reduce direct governance influence across key oversight areas.