On 27 March 2026, Clover Biopharmaceuticals (Clover Bio) approved two equity incentive distributions designed to align management and employee interests with long-term shareholder value.
Equity Incentive Breakdown • Stock Options: 10.20 million options allotted to 43 participants under the Post-IPO Share Option Plan. • Restricted Share Units (RSUs): 8.97 million RSUs granted to 33 participants via the RSU Scheme.
Key Terms of the Stock Option Grant • Exercise price: HK$2.84 per share, matching the 27 March closing price and exceeding the five-day average of HK$2.40. • Vesting: Employees—25% after one year, then in three equal annual tranches; Non-executive and independent directors—100% after one year. • Tenor: 10 years from grant date. • Allocation: 1.75 million options to seven directors; 8.45 million options to 37 employees. • Residual pool: 72.24 million shares remain available for future option grants.
Key Terms of the RSU Grant • Consideration: Nil. • Vesting: Executives and employees—25% after one year, then in three equal annual tranches; Non-executive and independent directors—100% after one year. • Tenor: 10 years from grant date. • Allocation: 8.02 million RSUs to directors, led by Executive Director Joshua G. Liang (6.58 million) and Chairman Dr. Peng Liang (1.15 million); 0.95 million RSUs to 25 employees. • Residual pool: 5.67 million shares remain for future RSU awards.
Performance & Clawback Provisions Vesting of both options and RSUs is contingent on (1) group-level metrics—research and development progress and financial performance—and (2) individual appraisal results for employee grantees. Unvested awards lapse if a participant leaves under specified adverse circumstances, including serious misconduct or termination for cause.
Strategic Rationale Management views the equity awards as tools to reward past contributions, enhance retention, and reinforce alignment with Clover Bio’s long-term pipeline and financial objectives amid a dynamic market environment.
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