Michael Yang

About Michael Yang

Independent director since October 2023; currently Chair of the People & Compensation Committee. Age 63. Former CEO of ViaCyte, EVP/Chief Commercial Officer at Acadia Pharmaceuticals, and President, Immunology at Janssen (J&J). B.S., San Diego State University. Independent under Nasdaq rules.

Past Roles

External Roles

Board Governance

• Independence: 8 of 9 directors are independent; Yang is independent. Board has an independent Chair (Laura Brege). Executive sessions of non‑employee directors held at each regularly scheduled board meeting in 2024. Majority voting standard in uncontested elections adopted in March 2025.

• Committee assignments (2024 activity):

  Committee	Role	Meetings in 2024	Key oversight areas
  People & Compensation	Chair	6	Executive pay, HCM, succession, incentive/equity plans, CD&A, clawback oversight
  Audit	—	8	Financial reporting, controls, audit, cyber/AI risk (for context)
  Nominating, Governance & Sustainability	—	4	Board composition, ESG oversight (for context)
  Science & Technology	—	3	R&D pipeline oversight (for context)

• Attendance: In 2024, each director attended ≥75% of board and applicable committee meetings; the board met 12 times.

• Stockholder engagement and activism context: The board runs an annual, director‑led engagement program; DOMA Perpetual withdrew a 2025 proxy contest after nominating three directors.

Fixed Compensation

• Non‑employee director compensation (policy as of 2024): Annual equity target value increased to $300,000 effective July 1, 2024 (50% options, 50% RSUs); initial director equity grant $450,000 in options. Committee chair/member retainers: Audit $30k/$15k; Compensation $24k/$12k; Nominating & Gov $18k/$9k; Science & Tech $18k/$9k; Board Chair $50k; Lead Director $35k. RSUs and annual options generally vest 1 year from grant; initial options vest monthly over 3 years. No option repricing without stockholder approval.

• 2024 compensation actually paid to Michael Yang:

  Component	Amount ($)
  Cash fees	73,967
  Stock awards (RSUs) – grant date fair value	149,996
  Option awards – grant date fair value	150,009
  Total	373,972

• Stock ownership guidelines: Non‑employee directors must hold shares equal to 5x annual cash retainer within 4 years; all directors either compliant or within phase‑in (as of 2024). Anti‑hedging and anti‑pledging policy applies; limited pledge exceptions require CFO approval.

Performance Compensation

• Director equity is time‑based (not performance‑vested). However, as Compensation Committee Chair, Yang oversaw pay‑for‑performance programs for executives in 2024, including a corporate scorecard and a cash LTIP with financial metrics and relative TSR. The committee exercised negative discretion (‑10%) on annual bonuses due to adverse IP litigation outcome despite operational execution.

• 2024 Company annual incentive outcome:

  Category	Weight	Assessed Performance	Weighted Result
  Financial & Commercial	40%	100%	40%
  Culture & People	30%	105%	31.5%
  Pipeline & Manufacturing	30%	95%	28.5%
  Subtotal			100%
  Committee discretionary adjustment			(10%)
  Final corporate factor			90%

• 2024 Cash LTIP metrics and results:

  Metric	Weight	Threshold	Target	Max	Actual	Payout
  Net Revenue	50%	$662.2m	$697.0m	$731.9m	$689.9m	89.8%
  Adjusted EBITDA	50%	$210.6m	$234.0m	$257.4m	$224.7m	80.2%
  Relative TSR (vs S&P Pharma Select)	Multiplier	—	50th pct = 100%	≥75th pct = 150%	12th pct	100%
  Total Cash LTIP Payout						85.0%

• Say‑on‑pay: 90% approval in 2024; committee retained pay approach while enhancing pay‑for‑performance alignment.

Other Directorships & Interlocks

Expertise & Qualifications

• Strategic/commercial leadership across pharma, device, and diagnostics; lifecycle management across multiple therapeutics.
• Human capital, M&A/business development, industry operating experience; oversight of commercialization at scale.
• Education: B.S., San Diego State University.

Equity Ownership

• Outstanding equity (as of 12/31/2024):

  Security	Status	Amount
  Stock Options	Vested	12,047
  Stock Options	Unvested	31,139
  RSUs	Unvested	5,230

• Ownership alignment policies: 5x retainer guideline; anti‑hedging/anti‑pledging policy; guideline compliance or phase‑in status confirmed for all current directors in 2024.

Related-Party Transactions and Conflicts

• The company disclosed no related‑person transactions over $120,000 in 2024 involving directors or their immediate family members other than former CEO David Stack’s transition/consulting arrangements (standard terms approved per policy).
• Policies: Related‑party transactions require CFO review and Audit Committee approval/ratification; annual review of ongoing transactions.

Governance Assessment

• Strengths

  • Independent Chair structure with regular executive sessions; 8/9 independent directors.
  • Yang’s chairmanship of Compensation Committee coincided with clear performance frameworks (cash LTIP metrics; corporate scorecard) and negative discretion applied to reflect shareholder impact—indicative of pay governance discipline.
  • Robust ownership alignment (5x retainer), anti‑hedging/pledging, and clawback policy under Nasdaq/SEC rules.
  • Majority voting adopted in 2025; active shareholder engagement; recent board refreshment.

• Watch items

  • Director pay level increased in 2024 (equity target to $300,000); ensure pay levels remain aligned with workload and market norms as activism pressure subsides.
  • Activism context (2025 DOMA nomination then withdrawal) underscores importance of continued transparent oversight and performance linkage under Compensation Committee leadership.

Overall, Michael Yang’s governance profile shows solid independence, relevant commercial expertise, and active oversight of human capital and pay‑for‑performance systems, with policies and committee actions that support investor alignment and board effectiveness.