Cheryl Xu
About Cheryl Xu
Age 57; director at 60 Degrees Pharmaceuticals (SXTP) since July 11, 2023. Background includes Biogen Vice President of Public Policy & Government Affairs (since 2020, “until recently”), earlier PhRMA’s first Representative to China, consulting from 2005 for Pfizer, J&J and UnitedHealth on China market access, and Pharmacia Director of International Finance (1998–2003). Education: B.S. Physics (Peking University) and MBA in Finance (Washington University in St. Louis).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pharmacia | Director of International Finance | 1998–2003 | International finance leadership |
| PhRMA | First Representative to China | Not disclosed | Policy engagement and industry representation |
| Consulting practice | Advisor (China market access) incl. Pfizer, J&J, UnitedHealth | Since 2005 | IP protection, API export monitoring, market access strategy |
| Biogen | VP, Public Policy & Government Affairs | Since 2020 (until recently) | Government affairs, public policy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Biogen (public company) | VP, Public Policy & Government Affairs | 2020–recent | Employment role; no SXTP disclosure of Biogen board service |
Board Governance
- Committee assignments: None; not a chair of any committee.
- Independence: Board determined Cheryl Xu is not independent due to employment by the Company; three of five directors are independent (Allen, Toovey, Field).
- Years of service: Director since July 11, 2023.
- Attendance: Board met 5 times in FY2024; each director attended all Board meetings. Independent directors met in executive session at least once (met once in 2024); non‑management directors hold executive sessions at each regular Board meeting.
| Governance Metric | FY2024 Value |
|---|---|
| Board meetings held | 5 |
| Cheryl Xu Board attendance | 100% (each director attended all) |
| Independent director executive sessions | Met once in 2024 |
- Audit Committee comprises Allen (chair), Toovey, Field; Allen is the audit committee financial expert, all members independent.
Fixed Compensation (Director)
| Name | Period | Cash Retainer ($) | Stock Awards ($) | Option Awards ($) | Meeting/Committee Fees | Total ($) |
|---|---|---|---|---|---|---|
| Cheryl Xu | FY2024 | 65,000 | — | 912 (grant-date fair value) | Not separately disclosed | 65,912 |
Performance Compensation (Director)
- No non‑equity incentive plan compensation disclosed for directors in FY2024; director equity consisted of option awards with grant‑date fair value of $912. Clawback applies to awards under the 2022 Equity Incentive Plan.
| Metric | FY2024 |
|---|---|
| Non‑Equity Incentive Plan Compensation ($) | 0 |
| Equity vehicle(s) | Stock options (grant‑date FV $912) |
| Clawback policy coverage | Yes (Dodd‑Frank/listing standards) |
Other Directorships & Interlocks
| Company | Role | Current/Past | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy biographies include public-company directorships over last five years; none listed for Xu. |
Expertise & Qualifications
- China market access and public policy; consulted on IP protection and API export monitoring for China; policy advice to U.S. and Chinese governments.
- Senior finance and international operations experience (Pharmacia 1998–2003).
- Education: B.S. Physics (Peking University); MBA Finance (Washington University in St. Louis).
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Common Shares | Options (Exercisable) | Notes |
|---|---|---|---|---|---|
| Cheryl Xu | 16,100 | <1% | 15,816 | 284 (exercise price $318.00) | Record date outstanding shares: 4,104,469 (Aug 26, 2025) |
Insider Trades and Section 16 Compliance
| Date | Transaction Type | Note |
|---|---|---|
| Aug 27, 2024 | Common stock purchase | Form 4 was not filed timely (delinquent) |
| Dec 12, 2024 | Common stock purchase | Form 4 was not filed timely (delinquent) |
| Dec 13, 2024 | Common stock purchase | Form 4 was not filed timely (delinquent) |
Shareholder Voting Signals (Support/Confidence)
| Meeting | Item | Votes For | Votes Against | Broker Non‑Votes/Abstentions |
|---|---|---|---|---|
| 2025 Annual | Election – Cheryl Xu | 472,646 | 61,253 | 1,124,919 broker non‑votes |
| 2024 Annual | Election – Cheryl Xu | 3,623,825 For; 1,307,524 Abstained; 0 Against (plurality format) | 0 | 1,398,647 broker non‑votes |
Governance Assessment
- Independence and role: Not classified independent due to Company employment, and no committee assignments; this reduces independent oversight leverage relative to peers where independent directors typically serve on committees.
- Attendance and engagement: Board attendance was strong (100% in 2024), with regular executive sessions, supporting baseline board process quality.
- Ownership alignment: Xu’s beneficial stake is <1% (16,100 shares) with a small option grant ($912 FV), indicating limited economic alignment versus larger ownership stakes; no RSUs/PSUs disclosed for directors.
- Compliance red flags: Three delinquent Form 4 filings for purchases in 2024 highlight individual compliance control gaps; investors often view repeated late filings negatively.
- Compensation structure: Director pay skewed to cash ($65k) with minimal equity; company’s 2022 plan includes clawbacks, but no performance-linked director pay was disclosed.
- Board quality context: Audit Committee is fully independent with an SEC‑qualified financial expert (Allen), which partially offsets independence concerns at the full board level.
RED FLAGS: Not independent classification; repeated delinquent Section 16(a) filings; no committee assignments; minimal equity ownership.