Independent
Tenure on this board
6.4 yrs
Also a director at
Aura Biosciences Inc (AURA)
2 nominees · 3 ballot items.
Elect two Class III directors (David Johnson and Jan Skvarka); ratify Ernst & Young LLP as the company’s independent registered public accounting firm for 2026; and approve, on an advisory (non-binding) basis, the compensation of the named executive officers (say-on-pay).
Elect David Johnson and Jan Skvarka, Ph.D. as Class III directors to serve until the 2029 Annual Meeting and until their successors are duly elected and qualified.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as Zentalis’ independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (commonly referred to as “say-on-pay”).
This proposal requests a non-binding advisory approval of the overall compensation paid to the Company’s named executive officers (NEOs) as disclosed in the proxy. Management seeks shareholder affirmation of its pay philosophy and program design to demonstrate alignment between executive incentives and shareholder interests, and to provide the Compensation Committee with stockholder feedback that will inform future compensation decisions. The Company frames compensation as a mix of base salary, annual cash bonuses tied 100% to corporate performance goals, and long-term equity incentives (stock options and RSUs) intended to align executives with long-term stockholder value and retain key talent. The request follows the Dodd-Frank Act and SEC rules requiring an advisory vote on executive compensation and reflects the Company’s stated view that its 2025 programs were effective and aligned with stockholder interests. The Board unanimously recommends a FOR vote, citing the independent Compensation Committee’s use of market benchmarking, an independent compensation consultant, multi-year vesting for equity awards, and clawback and anti-hedging policies to mitigate inappropriate risk-taking. The advisory nature of the vote means it will not bind the Board or Compensation Committee, but management indicates it will review and consider the outcome when setting future pay. Given the Company’s clinical-stage profile and recent leadership changes, management emphasizes that equity and performance-based incentives are designed to focus executives on clinical and regulatory milestones, pipeline advancement, and financial stewardship. When evaluating this proposal, investors should weigh the Company’s compensation design, alignment with performance goals (the Board reports 105% achievement of 2025 corporate goals), disclosure detail in the proxy, and whether the advisory approval would signal acceptance of the Committee’s approach or prompt further engagement on pay practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | 5AM Venture Management, LLC | 5.5% | 3,947,913 | $9M |
| 2 | Squadron Capital Management LLC | 5.1% | 3,631,000 | $8M |
| 3 | TWO SIGMA INVESTMENTS, LP | 4.2% | 2,956,526 | $7M |
| 4 | ACADIAN ASSET MANAGEMENT LLC | 4.0% | 2,848,252 | $7M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.2% | 2,310,707 | $5M |
| 6 | RENAISSANCE TECHNOLOGIES LLC | 2.7% | 1,938,145 | $5M |
| 7 | CITADEL ADVISORS LLC | 2.4% | 1,732,083 | $4M |
| 8 | Opaleye Management Inc. | 2.0% | 1,412,656 | $3M |
| 9 | D. E. Shaw Co., Inc.Activist | 1.9% | 1,381,829 | $3M |
| 10 | Decheng Capital LLC | 1.9% | 1,323,327 | $3M |
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