Yue Alexander Wu
About Yue Alexander Wu
Independent director of Scilex Holding Company since September 22, 2023; age 60 as of March 1, 2024. Co‑founder and CEO of Cothera Bioscience; former President/CEO/Chief Strategy Officer of Crown Bioscience (2006–2017), and prior roles at Burrill & Company (venture capital; 2001–2004) and Starvax International (Chief Business Officer; 2004–2006) . Education: Ph.D. in Molecular Cell Biology and MBA (UC Berkeley); M.S. in Biochemistry (University of Illinois Urbana‑Champaign); B.S. in Biochemistry (Fudan University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crown Bioscience International | President, CEO, Chief Strategy Officer | 2006–2017 | Led global drug discovery solutions; executive leadership |
| Starvax International Inc. | Chief Business Officer | 2004–2006 | Oncology and infectious diseases focus |
| Burrill & Company | Venture Capitalist; Head of Asian Activities | 2001–2004 | Cross‑border VC leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CASI Pharmaceuticals, Inc. (Nasdaq: CASI) | Director | Since June 2013 | Public company directorship |
| Sorrento Therapeutics, Inc. | Director | Since August 2016 | Public company directorship; prior controlling stockholder of Scilex; Chapter 11 context noted in Scilex proxy |
Board Governance
| Item | Details |
|---|---|
| Board independence | Wu qualifies as an independent director under Nasdaq rules . |
| Committee assignments | Audit Committee member; Compensation Committee member; Nominating & Corporate Governance Committee member . |
| Committee chairs (for context) | Audit: David Lemus (chair); Compensation: Dorman Followwill (chair); Nominating & Corporate Governance: Dorman Followwill (chair) . |
| Attendance | In FY2023, the Board held 12 meetings; each director attended at least 75% of aggregate Board and committee meetings during their service period . |
| Additional committees | Commercialization & Transaction Committee: members are Shah, Chun, Ji (Wu not a member) . |
| Insider trading, hedging/pledging | Company policy prohibits short sales, options trading, and hedging; pledging restricted and requires pre‑clearance . |
| Clawback | SEC/Nasdaq‑compliant clawback policy adopted November 2023 (applies to executive incentive‑based compensation) . |
Fixed Compensation
Non‑employee director compensation framework and Wu’s actuals.
| Component | Policy (2024) | Wu Actual 2024 |
|---|---|---|
| Board annual cash retainer | $82,500 | $127,500 fees earned |
| Committee chair fee | $37,500 (per eligible committee) | N/A (not a chair) |
| Committee member fee | $15,000 (per eligible committee) | Included in fees earned |
Year‑over‑year cash fees:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $35,018.84 | $127,500 |
Performance Compensation
Director equity awards structure and Wu’s grants/values.
| Metric | 2023 | 2024 |
|---|---|---|
| Annual stock option grant (policy) | 100,000 options; 12‑month vest (monthly) | 2,857 options; 12‑month vest (monthly) |
| Initial stock option grant (policy) | 250,000 options; 48‑month vest (monthly) | 7,142 options; 48‑month vest (monthly) |
| Option awards fair value ($) | $250,650.00 | $42,770 |
Additional equity and option details:
- As of December 31, 2024, Wu held options to purchase 2,857 shares of Common Stock (current directors) .
- Wu’s combined outstanding options span exercise price ranges of $17.50–$60.55; he held 41,402 options across plans (none of his options were part of the 2025 repricing eligibility set at $282.80) .
- Vesting schedules: initial director stock options vest monthly over 48 months; annual grants vest monthly over 12 months (service‑based; no disclosed performance metrics) .
Other Directorships & Interlocks
| Company | Relationship to Scilex | Governance Consideration |
|---|---|---|
| Sorrento Therapeutics, Inc. (Director) | Former controlling stockholder; extensive related‑party transactions with Scilex (Junior DIP financing; Equity Repurchase Transaction; Oramed DIP assumption) in 2023; Sorrento Chapter 11 context noted . | |
| CASI Pharmaceuticals, Inc. (Director) | No disclosed direct transactions with Scilex in provided documents . |
- Related‑party framework: Scilex’s policy requires Audit Committee/independent board review/approval of related‑person transactions; explicit procedures and factors considered are disclosed .
- Controlled company status: Scilex ceased being a “controlled company” on September 21, 2023, triggering full Nasdaq governance requirements (majority‑independent board; independent compensation and nominating committees) .
Expertise & Qualifications
- Scientific/biotech operator: CEO experience (Crown Bioscience), oncology and infectious diseases background; translational medicine/precision therapeutics (Cothera) .
- Financial sophistication: Audit Committee disclosure confirms Wu meets Nasdaq financial sophistication requirements (alongside Lemus and Followwill) .
- Education: Ph.D. (Molecular Cell Biology), MBA (UC Berkeley); M.S. (Biochemistry, UIUC); B.S. (Biochemistry, Fudan University) .
Equity Ownership
Beneficial ownership (latest available) and alignment.
| Item | Amount |
|---|---|
| Shares of Common Stock beneficially owned | 19,817; less than 1% of total common |
| Directly held common shares | 714 |
| Options exercisable within 60 days | 19,103 |
| Ownership as % of total vote | Not applicable; Series A Preferred voting concentrated at subsidiary SCLX JV; Wu holds no Series A . |
No disclosures of share pledging or hedging by Wu individually; company policy restricts such activities and requires pre‑clearance for pledging .
Governance Assessment
-
Strengths
- Independent status with multi‑committee engagement (Audit, Compensation, Nominating), and Audit financial sophistication—supports board effectiveness in oversight .
- Consistent governance policies: insider trading/hedging restrictions and clawback policy aligned with SEC/Nasdaq standards .
- Attendance: ≥75% of Board/committee meetings in FY2023—reasonable engagement baseline .
-
Alignment and Incentives
- Director compensation primarily cash plus time‑vested options; no disclosed performance metrics tied to director equity (standard market practice, but limited direct pay‑for‑performance linkage for directors) .
- Beneficial ownership is modest (<1%); alignment primarily via options exercisable; no disclosed ownership guideline for directors in the provided materials .
-
Potential Conflicts / Red Flags
- Interlock with Sorrento: Wu is a Sorrento director; Scilex engaged in multiple material transactions with Sorrento during and following Sorrento’s Chapter 11 (Junior DIP, equity repurchase, Oramed DIP assumption). While Scilex has a formal related‑party policy and ceased “controlled company” status in Sept 2023, the overlapping directorship increases perceived conflict risk and requires continued robust independent oversight and recusal protocols .
- Option repricing (2025 special meeting): though Wu did not hold repricing‑eligible options, board‑level support for broad option repricing can be viewed as shareholder‑unfriendly if not well‑justified; Scilex disclosed rationale and limited eligibility (mostly underwater $282.80 options) .
Overall, Wu brings relevant scientific and boardroom expertise and meets independence and financial sophistication requirements. The Sorrento interlock is the primary governance risk signal; it is mitigated by Scilex’s independence transition, formal related‑party controls, and majority‑independent committees, but should remain a focal point for investor monitoring .