Binxian Wei
PALISADE BIOAbout Binxian Wei
Independent director at Palisade Bio (PALI) since February 2019; serves as the Series A 4.5% Convertible Preferred Stock designee to the Board. Professional background in pharmaceutical trading and business development; VP of Darsheng Trade & Tech. Development Co., Ltd. (subsidiary of Tianjin Tiayo Pharmaceutical Co., Ltd.) since 2015; prior BD role at Sakai Trading. Education: M.S. Mathematical & Computer Sciences (Colorado School of Mines); M.S. and B.S. Chemical Engineering (Tianjin University). Age 54 as of May 16, 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Darsheng Trade & Tech. Development Co., Ltd. (subsidiary of Tianjin Tiayo Pharmaceutical Co., Ltd.) | Vice President | 2015–present | API and finished dosage marketing for Chinese pharma |
| Sakai Trading | Business Development Manager | 2008–2010 | Business development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tianjin Pharmaceuticals Group International Holdings Co., LTD (Series A holder) | Director representative (appointing authority) | 2019–present | Wei serves on PALI’s Board as the Series A preferred stock designee . |
Board Governance
- Independence: Board affirmed Wei is independent under Nasdaq rules (2024 proxy) .
- Attendance: In 2023, except for two named directors (not including Wei), all directors attended ≥75% of Board and committee meetings; in 2022, each director attended ≥75% .
- Committees (as of May 16, 2024):
- Audit Committee: Member (Chair: Donald A. Williams) .
- Governance & Nominating Committee: Member (Chair: Donald A. Williams) .
- Compensation Committee: Not a member (Chaired by Margery Fischbein) .
- Independent directors held five executive sessions in 2023 .
- Hedging/Margin policy: Directors are prohibited from short sales, options, hedging, or margin/borrowing against company stock .
| Committee | Role | Chair | Source |
|---|---|---|---|
| Audit | Member | Donald A. Williams | |
| Compensation | — | Margery Fischbein | |
| Governance & Nominating | Member | Donald A. Williams |
Fixed Compensation
- Current Non-Employee Director Cash Retainer Policy (amended Feb 22, 2023; still referenced in 2024 proxy):
- Board retainer: $40,000
- Chair of Board: +$35,000
- Committee chairs: Audit $20,000; Compensation $15,000; Governance & Nominating $10,000 (Strategy & Finance Committee removed Feb 2024)
- Committee members (non-chairs): Audit $10,000; Compensation $7,500; Governance & Nominating $5,000 .
- 2023 Director Compensation (Wei):
- Fees earned/paid in cash: $40,000 .
| Year | Cash Retainer ($) | Committee Cash ($) | Total Cash ($) |
|---|---|---|---|
| 2023 | 40,000 | — | 40,000 |
Performance Compensation
- Equity policy shift (2024 proxy): ad hoc equity grants to balance incentives and dilution; grants may be in options and/or RSUs .
- 2023 equity awards (policy detail): Each non-employee director received 466 options and 340 RSUs on June 11, 2023; some also received supplemental grants Nov 21, 2023; one-year cliff vesting for these awards .
- 2023 equity compensation (Wei): Stock awards (RSUs) $14,602; Option awards $13,030 (grant details encompassed by 2023 director policy above) .
- 2025 Form 4/A: RSU grant to Wei on Oct 6, 2025 for 60,600 RSUs (amended from an initially reported 510,700 RSUs); vests in three equal annual installments beginning on the earlier of the 2026 annual meeting date or Oct 6, 2026; RSUs may be cash-settled until sufficient shares are reserved under the 2021 Equity Incentive Plan .
| Metric | Grant Date | Instrument | Amount/Value | Vesting | Terms |
|---|---|---|---|---|---|
| Annual equity (policy) | 2023-06-11 | Options | 466 options per director | 1-year cliff | As per policy |
| Annual equity (policy) | 2023-06-11 | RSUs | 340 RSUs per director | 1-year cliff | As per policy |
| 2023 (Wei) RSU value | 2023 | RSUs | $14,602 | Per footnotes | Part of annual/supplemental grants |
| 2023 (Wei) Option value | 2023 | Options | $13,030 | Per footnotes | Part of annual/supplemental grants |
| 2025 RSU grant (Wei) | 2025-10-06 | RSUs | 60,600 | 3 equal annual tranches; first on earlier of 2026 annual meeting or 2026-10-06 | Cash-settle until shares reserved under plan; amended from 510,700 RSUs to 60,600 RSUs |
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Roles |
|---|---|---|---|
| None disclosed | — | — | — |
No other public company directorships for Wei are disclosed in PALI’s 2023 and 2024 proxies .
Expertise & Qualifications
- Pharma commercialization and API/finished dosage market experience (China focus) .
- Technical education in chemical engineering and computational sciences .
- Board designee of preferred stockholder, providing investor perspective from significant holder .
Equity Ownership
As of October 13, 2025, Wei beneficially owned 4,115 shares (<1%), comprised of 855 common shares and 3,260 shares underlying stock options exercisable within 60 days. Beneficial ownership is based on 133,002,572 shares outstanding as of that date .
| Holder | Total Beneficial Ownership (shares) | % Outstanding | Breakdown |
|---|---|---|---|
| Binxian Wei | 4,115 | <1% | Includes 855 common + 3,260 options |
Note: The 60,600 RSUs granted on Oct 6, 2025 were unvested and not included in beneficial ownership as of Oct 13, 2025; settlement may be in cash until sufficient shares are reserved under the 2021 plan .
Insider Trades (Form 4)
| Date Filed | Transaction Date | Type | Amount | Vesting/Terms |
|---|---|---|---|---|
| 2025-11-06 (Amendment) | 2025-10-06 | RSU grant (amended) | 60,600 RSUs | 3 equal annual installments starting at earlier of 2026 annual meeting or 2026-10-06; may cash-settle until shares reserved; amendment rescinded 450,100 RSUs from prior 510,700 disclosure |
Related Party / Conflicts
- Board seat designated by the sole holder of Series A 4.5% Convertible Preferred Stock (Tianjin Pharmaceuticals Group International Holdings Co., LTD). While the Board deems Wei independent under Nasdaq rules, this appointment structure can indicate alignment with the preferred holder’s interests; investors should monitor for potential conflicts in capital allocation or governance matters involving preferred-stockholder rights .
- No specific related-party transactions involving Wei are disclosed in the cited proxy excerpts; none found in the sections queried [Search scope in 2024/2025 DEF 14A; no specific Item 404 transaction for Wei located] .
Director Compensation Structure Details
| Component | Policy Detail |
|---|---|
| Cash retainers | Board $40,000; Board Chair +$35,000; Committee chair: Audit $20k, Comp $15k, Gov/Nom $10k; Committee members: Audit $10k, Comp $7.5k, Gov/Nom $5k |
| Equity | Ad hoc grants (options/RSUs) to balance incentives vs dilution; market cap and peer benchmarks considered |
| 2023 awards baseline | 466 options + 340 RSUs on June 11, 2023; 1-year cliff; some supplemental Nov 21, 2023 grants per director |
| 2023 Wei totals | RSUs $14,602; Options $13,030 |
Policies Affecting Alignment
- Hedging/short/derivatives/margin strictly prohibited for directors and officers (reduces misalignment risk) .
- Independence affirmed (Wei) .
- No director stock ownership guidelines disclosed in 2023/2024 proxies; not found in cited sections .
Governance Assessment
- Strengths: Independent status affirmed; active committee roles on Audit and Governance & Nominating; ≥75% attendance in 2023; strong anti-hedging/anti-margin policy enhances alignment; equity awards provide at-risk exposure .
- Watch items/RED FLAGS:
- Preferred-holder designee status could present perceived conflicts in decisions affecting capital structure or preferred rights; continued disclosure and recusal practices should be monitored .
- 2025 RSU grant magnitude and amended correction (from 510,700 to 60,600) warrants scrutiny on grant process controls and dilution management; vesting spans three years and may cash-settle until shares reserved .
- Overall: Wei brings pharma market expertise and has maintained independence and solid attendance. The preferred-shareholder appointment is the primary governance complexity; equity grant practices (notably 2025 RSU amendment) should be a focal point for investor engagement to ensure robust compensation governance and dilution discipline .