Nisa Leung
About Nisa Leung
Nisa Bernice Wing‑Yu Leung, age 54, has served on Zai Lab’s Board since August 2014 and has been classified as an independent director since July 2020; the Board reaffirmed her independence in 2025 despite long tenure and received her Rule 3.13 HK Listing Rules independence confirmation . She is a longtime healthcare venture investor, having served as Managing Partner at Qiming Venture Partners (2006–February 2025), and holds an MBA from Stanford Graduate School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Qiming Venture Partners | Managing Partner | 2006–Feb 2025 | Led healthcare investments; governance experience |
External Roles
| Organization | Role | Tenure | Listing/Type |
|---|---|---|---|
| Hong Kong Exchanges and Clearing Limited | Director | Jun 2021–Present | HKSE listed market operator |
| CanSino Biologics Inc. | Director | Sep 2015–Sep 2024 | HKSE, SSE listed |
| Venus Medtech (Hangzhou) Inc. | Director | Jun 2013–Jan 2023 | HKSE listed |
| New Horizon Health Limited | Director | 2017–Oct 2022 | HKSE listed |
| Gan & Lee | Director | 2009–Mar 2021 | SSE listed |
| Stanford University International Advisory Council | Member | 2024–Present | Advisory role |
| Stanford GSB Advisory Council | Member | Aug 2019–Present | Advisory role |
Board Governance
- Committee assignments: Member, Nominating and Corporate Governance Committee (no chair role disclosed) .
- Independence: Board determined all directors except the CEO are independent; specifically reconfirmed Ms. Leung’s independence in 2025 with HK Rule 3.13 confirmation, noting no relationships that impair judgment and valuing her continued contribution despite long service .
- Attendance and engagement: Board held four meetings in 2024; each incumbent director attended at least 75% of Board and committee meetings; independent directors hold executive sessions at regularly scheduled meetings; seven of nine incumbent directors attended the 2024 annual meeting .
- Service contracts: The company does not enter service contracts with independent directors .
Fixed Compensation
- Zai Lab’s 2024 non‑employee director compensation policy: $50,000 annual cash retainer; committee chair/member retainers (Audit chair $25,000; Audit member $12,500; Compensation chair $20,000; Compensation member $10,000; Nominating chair $12,250; Nominating member $6,125; R&D chair $15,000; R&D member $7,500; Commercial chair $15,000; Commercial member $7,500); plus an annual restricted share grant equal to $400,000 divided by the ADS closing price, vesting in full after one year .
- Ms. Leung compensation: The company states Dr. Du and Ms. Leung do not receive separate compensation for director service; proxy table shows $0 cash fees and $0 stock awards for Ms. Leung in 2024 .
| Director Compensation (2024) | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Nisa Leung | $0 | $0 | $0 |
Performance Compensation
- Annual restricted share grant policy for non‑employee directors: Award size $400,000/ADS closing price; vests 100% on first anniversary, subject to continued service .
- Ms. Leung: No restricted share grant in 2024; as of December 31, 2024, she held 0 unvested restricted shares (ADS basis) .
| Performance Award Design | Amount/Terms | Vesting |
|---|---|---|
| Non‑employee director restricted shares | $400,000/ADS closing price on grant date | Full vest on first anniversary |
| Ms. Leung 2024 award | None | N/A |
Other Directorships & Interlocks
| Company/Institution | Role | Overlap/Notes |
|---|---|---|
| HKEX | Director; market operator | Zai Lab applies HK Listing Rules; Board confirms independence for Ms. Leung as HKEX director |
| CanSino Biologics; Venus Medtech; New Horizon Health; Gan & Lee | Director (prior tenures) | Healthcare network exposure in Greater China |
Expertise & Qualifications
- Healthcare venture capital leadership and global governance experience across U.S., Hong Kong, and Shanghai-listed companies .
- MBA from Stanford Graduate School of Business; current university advisory roles indicating ongoing engagement with governance/strategy networks .
Equity Ownership
- Hedging and pledging: Directors are prohibited from engaging in hedging or pledging transactions with respect to Zai Lab shares under the insider trading policy .
- Beneficial ownership levels reported for Ms. Leung in proxy statements:
| Metric | Apr 17, 2023 | Apr 12, 2024 | Apr 11, 2025 |
|---|---|---|---|
| ADSs Beneficially Owned | — (less than 1%) | 7,986,027 | 63,095 |
| Ownership % of ADSs | <1% | 8.19% | <1% |
| Unvested Restricted Shares (ADSs) at 12/31/2024 | N/A | 0 | N/A |
Notes: Proxy tables report ADSs (1 ADS = 10 ordinary shares); “less than 1%” denoted by asterisk in the tables .
Governance Assessment
- Strengths: Independence explicitly reaffirmed with HK Rule 3.13 confirmation; Board cites lack of disqualifying relationships and continued objective contributions . Attendance and engagement meet thresholds (≥75%), and independent sessions are held, supporting healthy oversight . Her decision not to receive director compensation reduces potential pay‑related conflicts and may signal alignment .
- Watch items: External governance roles (e.g., HKEX director) and broad healthcare board network warrant ongoing monitoring for potential perceived conflicts, though the Board’s related‑party policy and independence determinations address such risks . Reported beneficial ownership changed materially (8.19% in 2024 to <1% in 2025 per proxy tables); investors should track subsequent filings for clarity on holdings evolution .
- Related‑party exposure: 2024–2025 related‑party disclosures identify transactions with MEDx and Zenas BioPharma; Ms. Leung is not referenced in these transactions, and approvals followed the company’s related‑party policy (Audit Committee/Board and recusal where applicable) .
RED FLAGS to monitor: Changes in reported beneficial ownership year‑over‑year ; extensive external directorships (including HKEX) that could create perceived interlocks, despite current independence confirmation .
Risk mitigants: Prohibition on director hedging/pledging and formal related‑party transaction review/approval framework including recusals .