Baiteng Zhao
About Baiteng Zhao
Baiteng Zhao, Ph.D. (age 51) is an independent, Class I director of Whitehawk Therapeutics, Inc. since December 2024 with a term through the 2027 annual meeting . He co‑founded ProfoundBio and served as Chairman/CEO until its $1.8B acquisition by Genmab in May 2024; prior roles include modeling/simulation leadership at Seagen and clinical PK/PD at Merck Research Laboratories, plus a postdoc at SUNY Buffalo . Education: B.S. Biology (Peking University) and Ph.D. (University of Texas at Austin, College of Pharmacy) . He is currently a director of Piton Therapeutics, Inc. (private) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ProfoundBio | Co‑founder; Chairman & CEO | 2018–May 2024 (acquired by Genmab for $1.8B) | Built ADC pipeline; led company to strategic exit |
| Seagen (now part of Pfizer) | Modeling & simulation for ADC development; supported pre/clinical development | Nov 2009–Apr 2018 | Advanced ADC candidates |
| Merck Research Laboratories (USA) | Clinical PK/PD group | From Apr 2006 | PK/PD support for programs |
| SUNY Buffalo | Postdoctoral fellow | Prior to industry roles | PK/PD expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Piton Therapeutics, Inc. (private) | Director | Current | Not disclosed |
Board Governance
- Independence: The Board determined Zhao is independent under Nasdaq standards .
- Board class/term: Class I; term expires at 2027 annual meeting .
- Attendance: The Board met 13 times in 2024; all incumbent directors attended at least 75% of Board and committee meetings during periods served; independent director executive sessions held regularly .
- Committees: Zhao is not currently listed on any standing committee (Audit, Compensation, Nominating & Corporate Governance) .
| Committee | Chair | Members | Zhao Member? |
|---|---|---|---|
| Audit | Emma Reeve | Castelein; Maroun; Reeve | No |
| Compensation | Richard Maroun | Castelein; Dalal; Maroun | No |
| Nominating & Corporate Governance | Anupam Dalal | Aghazadeh; Dalal; Hehenberger* | No |
Note: Dr. Hehenberger will depart after the 2025 annual meeting; the committee will be reconstituted .
Fixed Compensation
| Component | Policy/Amount | Actual 2024 (Zhao) |
|---|---|---|
| Annual Board retainer (cash) | $40,000 per year (paid quarterly) | $1,429 (partial-year) |
| Chair retainer (Board) | $26,000 per year | N/A (not chair) |
| Audit Committee chair/member | Chair $20,000; member $8,000 | N/A (not a member) |
| Compensation Committee chair/member | Chair $12,000; member $6,000 | N/A (not a member) |
| Nominating Committee chair/member | Chair $9,000; member $4,500 | N/A (not a member) |
Performance Compensation
| Equity Component | Grant Policy | Zhao 2024 Grant | Vesting | Term/Strike |
|---|---|---|---|---|
| Initial option grant (new director) | Option with grant date fair value $106,000 (reduced from $325,000 in May 2024) | Option awards fair value $105,999 | 1/36 monthly from grant date, subject to service | 10‑year term; exercise price = 100% FMV at grant |
| Annual option grant (continuing director) | $58,000 fair value; full vest by first anniversary or prior to next annual meeting | Not applicable (joined Dec 2024) | As per policy | 10‑year term; strike = FMV |
| Change‑of‑control acceleration | All outstanding director equity awards accelerate in full upon CoC | Policy applies | — | — |
No performance metrics (TSR, EBITDA, ESG) are tied to director compensation; director equity awards are time‑based options under the 2021 Plan .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | None disclosed |
| Private/non‑profit boards | Piton Therapeutics, Inc. (private) – director |
| Interlocks/transactions | WZCUBE LLC (managed by Zhao) purchased 1,250,000 shares in the Dec 2024 PIPE for $3,000,000; disclosed as related party participation . Registration rights agreement granted customary resale registration; effective April 8, 2025 . |
| Related‑party policy oversight | Audit Committee reviews/approves related‑party transactions; company maintains a written policy . |
Expertise & Qualifications
- Deep ADC and oncology drug development expertise; led ProfoundBio and prior Seagen experience .
- Clinical pharmacokinetics/pharmacodynamics background from Merck; postdoc training at SUNY Buffalo .
- Degrees: B.S. Biology (Peking University); Ph.D. (UT Austin, College of Pharmacy) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 1,258,498 shares (2.7% of outstanding) | |
| Direct/indirect breakdown | 1,250,000 shares held indirectly via WZCUBE LLC; plus 8,498 options exercisable within 60 days of April 17, 2025 | |
| Options held (as of 12/31/2024) | 61,192 options to purchase common shares | |
| Shares outstanding reference | 46,784,618 outstanding as of April 17, 2025 | |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors ; no pledging disclosed for Zhao |
Governance Assessment
- Independence and alignment: Zhao is independent and has made a significant personal investment via WZCUBE in the PIPE, aligning interests with shareholders while the transaction is fully disclosed under related‑party policies .
- Board effectiveness: Strong domain expertise in ADCs and oncology; however, as a new director (Dec 2024), he currently holds no committee seats, limiting immediate committee‑level influence; future committee assignments will be a signal of deeper governance engagement .
- Attendance and engagement: Board met 13 times in 2024; all incumbents met ≥75% attendance thresholds and independent executive sessions were held regularly, supporting robust oversight; Zhao’s tenure began late‑year, but the Board’s attendance culture is positive .
- Compensation & incentives: Director pay is modest cash plus time‑vested options; no performance metrics or meeting fees; CoC acceleration exists for directors’ equity (watch for potential over‑alignment to transactional outcomes) .
RED FLAGS / Watch items
- Related‑party participation: Zhao’s WZCUBE PIPE participation is disclosed and governed by policy; while generally alignment‑positive, investors should monitor any future transactions or voting dynamics for potential influence or conflicts with minority holders .
- Change‑of‑control equity acceleration for directors may misalign with long‑term governance priorities if transactional incentives become dominant; balance with independent oversight and committee roles should be monitored .
Overall, Zhao brings high‑value technical and entrepreneurial experience to WHWK’s board with meaningful ownership. As his tenure matures, committee assignments and continued independent posture will be key indicators for board effectiveness and investor confidence .