DEF 14A of Zenas BioPharma, Inc., Mar 16, 2026

DEF 14A of Zenas BioPharma, Inc.

Filed Mar 16, 2026 · FY20250001104659-26-028062

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS In accordance with our Certificate of Incorporation and Bylaws, the board of directors has fixed the number of directors constituting the board of directors at eight. At the Annual Meeting, the stockholders will vote to elect two Class II director nominees named in this Proxy Statement to serve until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal. Our board of directors has nominated James Boylan and Patrick Enright for election to our board of directors as Class II directors. Existing Class II director Tomas Kiselak will not stand for reelection as a director at the 2026 Annual Meeting and his term will expire at the 2026 Annual Meeting. Effective upon conclusion of the 2026 Annual Meeting, the board of directors will reduce the number of directors constituting the board of directors by one. Our director nominees have indicated that they are willing and able to serve as directors. However, if any of them becomes unable or, for good cause, unwilling to serve, proxies may be voted for the election of such other person as shall be designated by our board of directors, or the board of directors may decrease the size of the board of directors.

  2. Information Regarding Director Nominees and Continuing Directors

    Information Regarding Director Nominees and Continuing Directors Our board of directors is divided into three classes, with members of each class holding office for staggered three-year terms. There are currently two Class I directors, whose terms expire at the 2028 Annual Meeting of Stockholders; three Class II directors, two of which are up for election at this meeting for a term expiring at the 2029 Annual Meeting of Stockholders; and three Class III directors, whose terms expire at the 2027 Annual Meeting of Stockholders. Biographical and other information regarding our director nominees, a director not continuing in office and the directors continuing in office, including the primary skills and experiences considered by our Nominating and Corporate Governance Committee (the “Nominating and Corporate Governance Committee”) in determining to recommend the nominees, is set forth below.

  3. Information Regarding Director Nominees and Continuing Directors

    | Name | Class | Age (as of March 16, 2026) | Position | | Leon O. Moulder, Jr. | I | 68 | Chief Executive Officer and Chairman of the Board of Directors | | Hongbo Lu, Ph.D.(3,4) | I | 55 | Director | | James Boylan(1,2) | II | 58 | Lead Independent Director | | Patrick Enright(1,2) | II | 64 | Director | | Tomas Kiselak(3,4,5) | II | 39 | Director | | Patricia Allen(1) | III | 64 | Director and Chair of the Audit Committee | | Jake Nunn(3) | III | 55 | Director and Chair of the Nominating and Corporate Governance Committee | | John Orloff, M.D.(2,4) | III | 68 | Director and Chair of the Compensation and Science and Technology Committees |

  4. Information Regarding Director Nominees and Continuing Directors

    (1) Member of the Audit Committee (2) Member of the Compensation Committee (3) Member of the Nominating and Corporate Governance Committee (4) Member of the Science and Technology Committee (5) Mr. Kiselak will not stand for reelection and his term will expire at the 2026 Annual Meeting

  5. Class I Director Continuing in Office

    Class I Director Continuing in Office Leon O. Moulder, Jr., is our Founder, has served as our Chief Executive Officer since August 2023, and as our Chairman and a member of the board of directors since 2020. He has also been the Managing Member of Tellus BioVentures, LLC (“Tellus”), an early-stage life sciences investment fund, since March 2019. Prior to establishing Tellus, he cofounded TESARO, Inc., a fully-integrated Boston-based oncology-focused biopharmaceutical company, and served as Chief Executive Officer and director from March 2010 until its acquisition by GlaxoSmithKline in January 2019. Mr. Moulder previously served as President, Chief Executive Officer and Vice Chairman of Abraxis BioScience Inc. from 2009 to 2010. Prior to Abraxis, he served as Vice Chairman of Eisai Corporation of North America following Eisai’s acquisition of MGI PHARMA, where he served as President and Chief Executive Officer. This followed him serving as a member of the founding management team of a venture-stage biotech company. Mr. Moulder began his career as a clinical pharmacist followed by a 17-year career at predecessor companies of Sanofi S.A. (Nasdaq: SNY), beginning with Marion Laboratories Inc. Mr. Moulder is a Temple University Trustee and Chair of Temple University Japan. He is a Council Member for both the University of Chicago Booth School of Business and the Polsky Center for Entrepreneurship and Innovation. Mr. Moulder currently serves on the board of directors of Zai Lab Ltd. (Nasdaq: ZLAB) (“Zai Lab”) and for several Tellus BioVentures private portfolio companies. Mr. Moulder previously served on the board of directors of Trevena, Inc. (Nasdaq: TRVN) from 2013 until 2023 and Dianthus (Nasdaq: DNTH) from 2019 until 2025. Mr. Moulder received a Pharmacy degree from Temple University and an M.B.A. from The University of Chicago Booth School of Business. We believe Mr. Moulder is qualified to serve as a director of the Company because of his extensive experience serving on other public company boards, investing in life sciences companies, and management experience at public biopharmaceutical companies. Hongbo Lu, Ph.D., has served as a member of our board of directors since November 2022. Dr. Lu is the Managing Member of NEXTBio Capital, a biotech investment firm. Dr. Lu. was previously a Managing Partner at Vivo Capital LLC from December 2020 until January 2024. Previously, Dr. Lu served as a Managing Partner at Lilly Asia Ventures from January 2017 until December 2020 (“LAV”). Prior to her role at LAV, she was affiliated with OrbiMed Advisors from June 2011 until October 2016, lastly as its Managing Director. Dr. Lu previously served on the boards of directors of public companies including Turning Point Therapeutics, Inc. (Nasdaq: TPTX, acquired by Bristol-Myers Squibb), Crown Bioscience Inc. (6554.TT, acquired by JSR), Avedro Inc. (Nasdaq: AVDR, acquired by Glaukos) and Terns Pharmaceuticals Inc. (Nasdaq: TERN, from April 2020 until August 2025). She currently serves on the board of Arrowhead Pharmaceuticals (Nasdaq: ARWR, since March 2024). Dr. Lu started her Wall Street career as a biotech analyst at Piper Jaffray & Co. and was previously involved in biotech start-up Zyomyx in the San Francisco Bay Area. Dr. Lu earned a Ph.D. in Bioengineering from the University of Washington, an M.B.A. from the Haas School of Business at the University of California, Berkeley, and graduated with honors from Tsinghua University. We believe Dr. Lu is qualified to serve as a director of the Company because of her experience serving on the board of directors of public and private biopharmaceutical companies and her experience in venture capital and the life sciences industry.

  6. Class II Directors Nominees

    Class II Directors Nominees James Boylan, has served as a member of our board of directors since November 2022. Mr. Boylan has served as Chief Executive Officer of Enavate Sciences Inc., a portfolio company of Patient Square Capital, since May 2022. Mr. Boylan currently serves on the board of directors of Immunome Therapeutics Inc. (Nasdaq: IMNM), Compass Therapeutics, Inc. (Nasdaq: CMPX) and Graviton Biosciences. Previously, Mr. Boylan served on the board of directors of CAMP4 Therapeutics Corp. (Nasdaq: CAMP). Prior to Enavate Sciences, Mr. Boylan was the President and Head of Investment Banking of SVB Leerink and Managing Director, Healthcare Investment Banking at Merrill Lynch and Company. Across his 25 years in investment banking, Mr. Boylan has worked with hundreds of life sciences and biotechnology companies to develop strategy and complete transactions in capital markets and mergers & acquisitions. Mr. Boylan earned an M.B.A. in finance from the Columbia Business School and a B.S. in finance from Lehigh University. We believe Mr. Boylan is qualified to serve as a director of the Company because of his extensive experience in the financial industry and in the life science and biotechnology space. Patrick Enright, has served as a member of our board of directors since November 2022. Mr. Enright co-founded Longitude Capital Management Co., LLC (“Longitude Capital”), a healthcare venture capital firm, where he has served as Managing Director since 2006. Mr. Enright currently serves on the board of directors of Veradermics, Incorporated (NYSE: MANE), BioAge Labs, Inc. (Nasdaq: BIOA), Jazz Pharmaceuticals PLC (Nasdaq: JAZZ), and Vera Therapeutics, Inc. (Nasdaq: VERA), as well as several privately held healthcare companies. Previously, from 2002 to 2007 Mr. Enright was a Managing Director of Pequot Ventures (now known as FirstMark Capital), a venture capital firm, where he co-led the life sciences investment practice. Mr. Enright also has significant life sciences operations experience including serving in various senior executive positions at Valentis Inc., Boehringer Mannheim Pharmaceuticals Corp. (acquired by Roche) and Sandoz Inc. (now known as Novartis). Mr. Enright previously served on the board of directors of over twenty companies, including Aimmune Therapeutics, Inc. from 2013 until its acquisition by Nestlé in 2020, Corcept Therapeutics Inc. from 2008 to 2017 and Vaxcyte, Inc. from 2015 to 2020. Mr. Enright holds a B.S. in Biological Sciences from Stanford University and an M.B.A. from the Wharton School of the University of Pennsylvania. We believe Mr. Enright is qualified to serve as a director of the Company because of his experience serving on the board of directors of numerous biotechnology companies and his investment experience in the life sciences industry.

  7. Class III Directors Continuing in Office

    Class III Directors Continuing in Office Patricia Allen, has been a member of our board of directors since February 2024. Ms. Allen served as the Chief Financial Officer of Vividion Therapeutics, Inc., a wholly-owned and independently operated subsidiary of Bayer, from March 2021 until January 2024. From January 2013 to May 2020, Ms. Allen served as Chief Financial Officer of Zafgen, Inc., now Larimar Therapeutics Inc. Previously, from 2004 to 2011, Ms. Allen served as the Vice President of Finance, Treasurer, and Principal Financial Officer of Alnylam Pharmaceuticals, Inc., a publicly traded biotechnology company. Prior to Alnylam, Ms. Allen was at Alkermes, Inc., a publicly traded biotechnology company, most recently as the Director of Finance. She served on the board of directors of Deciphera Pharmaceuticals, Inc. (Nasdaq: DCPH), a publicly-traded biotechnology company, from September 2016 until its acquisition by ONO Pharmaceutical in June 2024, and Yumanity Therapeutics, Inc., a publicly traded biotechnology company, from August 2019 until the completion of its merger in December 2022. Ms. Allen began her career as an auditor at Deloitte & Touche, LLP. Ms. Allen graduated summa cum laude from Bryant College with a B.S. in business administration. We believe that Ms. Allen is qualified to serve on our board of directors based on her experience in the biopharmaceutical industry, as well as her expertise in finance and accounting. Jake Nunn, has served as a member of our board of directors since May 2024. Mr. Nunn joined SR One Capital Management, LP (“SR One”) in October 2022 and became a Partner in June 2024. Prior to joining SR One, Mr. Nunn was a venture advisor at New Enterprise Associates, Inc., where he also served as a partner from June 2006 until January 2019. Before this, he served as a partner and an analyst for the MPM BioEquities Fund, a life sciences fund at MPM Capital, L.P., a private equity firm, from January 2001 to June 2006. Previously, he was a healthcare research analyst and portfolio manager at Franklin Templeton Investments and an investment banker with Alex. Brown & Sons. Mr. Nunn currently serves on the board of directors of Addex Therapeutics Ltd. (Nasdaq: ADXN, since June 2018). Previously, Mr. Nunn served on the board of directors of Regulus Therapeutics Inc., (Nasdaq: RGLS) from June 2019 until its acquisition by Novartis in June 2025, Trevena, Inc. (Nasdaq: TRVN) from 2013 until October 2024 and Dermira, Inc., from May 2011 until its acquisition by Eli Lilly and Company in February 2020, Hyperion Therapeutics, Inc. until its acquisition by Horizon Pharma plc, Hexima Limited (ASX: HXL), and Oventus Medical Ltd. (ASX: OVN). Mr. Nunn received his A.B. in economics from Dartmouth College and his M.B.A. from the Stanford Graduate School of Business. He also holds the Chartered Financial Analyst designation and is a member of the CFA Society of San Francisco. We believe Mr. Nunn is qualified to serve as a director of the Company because of his experience serving on the board of directors of numerous biotechnology companies and his investment experience in the life sciences industry. John Orloff, M.D., has served as a member of our board of directors since January 2022. Dr. Orloff has been a Venture Partner at Agent Capital LLC (“Agent Capital”), a healthcare venture capital firm, since October 2021. Prior to Agent Capital, Dr. Orloff served as Executive Vice President and Global Head of Research and Development for Alexion Pharmaceuticals Inc. from June 2017 until July 2021. Dr. Orloff also served as Global Head of Research and Development and Chief Scientific Officer at Baxalta Inc. from July 2015 until July 2016, and has held executive leadership roles with Novelion Therapeutics Inc., Baxter BioScience, Merck Serono, Novartis AG and Merck Research Laboratories. Dr. Orloff previously served on the board of directors of publicly-traded BenevolentAI Ltd. (AMS: BAI) from September 2021 until October 2024. Prior to his work in the pharmaceutical industry, Dr. Orloff was a faculty member at the Yale University School of Medicine from 1990 until 1997. Dr. Orloff holds an undergraduate degree in chemistry from Dartmouth College and earned his M.D. from the University of Vermont, College of Medicine. Dr. Orloff also completed a fellowship in endocrinology and metabolism at Yale University School of Medicine. We believe Dr. Orloff is qualified to serve as a director of the Company because of his extensive experience in the pharmaceutical industry.

  8. Director Compensation

    Director Compensation The following table presents all of the compensation awarded to, earned by, or paid to our non-employee directors during the year ended December 31, 2025. We reimburse all of our non-employee directors for their reasonable out-of-pocket expenses incurred in attending board of directors and committee meetings. Our CEO, Mr. Moulder, does not receive any additional compensation for his service on the board of directors. The compensation received by Mr. Moulder for his service as our CEO is presented in the 2025 Summary Compensation Table below.

  9. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(3) | Total ($) | | Patricia Allen | 60,000 | 169,023 | 229,023 | | James Boylan | 72,849 | 169,023 | 241,873 | | Patrick Enright | 56,000 | 169,023 | 225,023 | | Tomas Kiselak | 47,926 | 169,023 | 216,949 | | Hongbo Lu, Ph.D. | 47,926 | 169,023 | 216,949 | | Jake Nunn | 50,000 | 169,023 | 219,023 | | John Orloff, M.D. | 57,852 | 169,023 | 226,875 | | Ting (Tim) Xiao(2) | 17,644 | — | 17,644 |

  10. Director Compensation

    The amounts reported in this column represent the aggregate grant date fair value of option awards granted to our non-employee directors during 2025 as computed in accordance with ASC 718, not including any estimates of forfeitures related to service-based vesting conditions. The assumptions used in calculating the grant date fair value of the option awards reported in this column are set forth in the footnotes to our audited consolidated financial statements included in our Form 10-K filed with the SEC. The amounts reported in this column do not reflect the actual economic value that may be realized by the non-employee directors. (2) Mr. Xiao served as a director until the expiration of his term on June 10, 2025. (3) The following table provides information regarding the aggregate number of option awards granted to our non-employee directors that were outstanding as of December 31, 2025:

  11. Director Compensation

    | Name | Option Awards Outstanding at Year-End | | Patricia Allen | 65,791 | | James Boylan | 55,500 | | Patrick Enright | 55,500 | | Tomas Kiselak | 55,500 | | Hongbo Lu, Ph.D. | 55,500 | | Jake Nunn | 55,500 | | John Orloff, M.D. | 77,307 | | Ting (Tim) Xiao | 12,333 |

  12. Director Compensation

    In June 2025, Dr. Lu, Ms. Allen and Messrs. Boylan, Enright, Kiselak, Nunn and Orloff were each granted 18,500 stock options pursuant to our 2024 Equity Incentive Plan (“2024 Plan”), with a per share exercise price of $11.94, subject to vesting on the one year anniversary of the date of grant, subject to the director’s continued service through such vesting date. Mr. Xiao did not stand for re-election at our 2025 Annual Meeting and his service as a director ended June 10, 2025. Immediately following the end of his service on our board of directors, Mr. Xiao became a consultant to us to provide certain consulting and advisory services to us until December 31, 2025. During such time, Mr. Xiao remained eligible to vest in the 37,000 stock options granted to him in September 2024, in accordance with their existing vesting terms, and otherwise subject to the terms and conditions of the applicable stock option agreement and our 2024 Plan. Mr. Kiselak will not stand for re-election as a director at our 2026 Annual Meeting and his term will expire at the Annual Meeting.

  13. Director Compensation Policy

    Director Compensation Policy Amounts payable to our non-employee directors under our amended non-employee director compensation policy for fiscal year 2025, including cash retainers payable for particular committee assignments, are as follows:

  14. Director Compensation Policy

    | Position | Annual Cash Retainer ($) | | Board of Directors Fee | 40,000 | | Additional Fee for Lead Independent Director (if applicable) | 30,000 | | Additional Committee Chairperson Fee | | | Chair of the Audit Committee | 20,000 | | Chair of the Compensation Committee | 12,000 | | Chair of the Nominating and Corporate Governance Committee | 10,000 | | Chair of the Science and Technology Committee | 12,000 |

  15. Director Compensation Policy

    | Position | Annual Cash Retainer ($) | | Additional Committee Member Fee (excluding chairpersons) | | | Audit Committee | 10,000 | | Compensation Committee | 6,000 | | Nominating and Corporate Governance Committee | 5,000 | | Science and Technology Committee | 6,000 |

  16. Director Compensation Policy

    Equity Compensation • Upon a director’s initial election or appointment to the Board, a one-time equity grant of 37,000 stock options under the 2024 Plan, subject to annual vesting over three years following the date of grant. • An annual equity grant of 18,500 stock options under the 2024 Plan, vesting on the one year anniversary of the date of grant, subject to the non-employee director’s continued service with us through such vesting date Director Limits • The aggregate value of all compensation granted or paid to any non-employee director of our board of directors with respect to any calendar year, including awards granted under our 2024 Plan, for services as a director may not exceed (i) $750,000 annually or (ii) $1,000,000 annually for the lead independent director or for each non-employee director’s first year of service. Effective January 1, 2026, based on a review of peer group data and after considering the recommendation of Alpine and discussions between Alpine and our Compensation Committee, our board of directors approved increases to the cash retainers for certain committee roles. Amounts payable to our non-employee directors under our amended non-employee director compensation policy for fiscal year 2026, including cash retainers payable for particular committee assignments, are as follows:

  17. Director Compensation Policy

    | Position | Annual Cash Retainer ($) | | Board of Directors Fee | 40,000 | | Additional Fee for Lead Independent Director (if applicable) | 30,000 | | Additional Committee Chairperson Fee | | | Chair of the Audit Committee | 20,000 | | Chair of the Compensation Committee | 15,000 | | Chair of the Nominating and Corporate Governance Committee | 10,000 | | Chair of the Science and Technology Committee | 15,000 | | Additional Committee Member Fee (excluding chairpersons) | | | Audit Committee | 10,000 | | Compensation Committee | 7,500 | | Nominating and Corporate Governance Committee | 5,000 | | Science and Technology Committee | 7,500 |

  18. Director Compensation Policy

    Equity Compensation • Upon a director’s initial election or appointment to the Board, a one-time equity grant of 37,000 stock options under the 2024 Plan, subject to annual vesting over three years following the date of grant. • An annual equity grant of 18,500 stock options under the 2024 Plan, vesting on the one year anniversary of the date of grant, subject to the non-employee director’s continued service with us through such vesting date. Non-employee director compensation remains subject to the annual limit described above.

  19. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth the total compensation that was awarded to, earned by or paid to our named executive officers for services rendered during the years ended December 31, 2025 and December 31, 2024 (or such shorter period of the named executive officer’s employment with us).

  20. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Leon O. Moulder, Jr. Founder, Chief Executive Officer and Chairman | 2025 | 520,000 | — | 3,769,200 | 371,800 | — | 4,661,000 | | | 2024 | 429,924 | — | 19,311,462 | 256,300 | 330 | 19,998,016 | | Joseph L. Farmer President and Chief Operating Officer | 2025 | 520,000 | — | 1,649,025 | 336,700 | 20,800 | 2,526,525 | | | 2024 | 500,000 | — | 5,247,000 | 255,600 | 1,854 | 6,004,454 | | Lisa von Moltke, M.D. Head of Research and Development and Chief Medical Officer(4) | 2025 | 411,667 | 347,900(5) | 2,739,880 | — | — | 3,499,447 |

  21. 2025 Summary Compensation Table

    (1) The amounts reported in this column represent the aggregate grant date fair value of stock options granted to our NEOs, in each case as computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of stock options reported are set forth in note 11 to our audited consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on March 16, 2026. The amounts in this column do not reflect the actual economic value that may be realized by the NEOs upon exercise of the stock options, as applicable, or the sale of any common stock underlying the stock options. Refer to the section titled “Narrative Disclosure to Summary Compensation Table — Equity Based Incentive Awards” for a description of the material terms of our equity program for our NEOs. (2) The amounts reported in this column represent each NEO’s annual bonus, except for the 2025 annual bonus paid to Dr. von Moltke, which is reported in the Bonus column as discussed in footnote (5), earned with respect to fiscal years 2025 and 2024 based on the attainment of corporate performance goals and, where applicable, individual goals. Our annual bonus program for fiscal year 2025 is described further below under “Narrative to the Summary Compensation Table-Annual Performance Bonus Opportunity.” The amount reported in this column for 2025 represents an employer contribution matching contribution under our 401(k) plan equal to 100% of the first 4% of employee contributions. The amount reported in this column for 2024 reflects a $250 spot bonus paid to each employee in 2024, together with an associated tax gross-up of $80 to Mr. Moulder and $104 to Mr. Farmer. For Mr. Farmer, the amount reported in this column also represents a one-time contribution provided to all 401(k) participants matching 2024 contributions dollar for dollar up to $1,500. Dr. von Moltke commenced employment with the Company on March 17, 2025 with an annual base salary of $520,000. The reported amount reflects her prorated base salary for fiscal year 2025. (5) The amount reported in this column represents the $12,500 signing bonus paid to Dr. von Moltke in connection with the commencement of her employment in March 2025 and the $335,400 annual bonus paid to Dr. von Moltke in respect of fiscal 2025, which amount was not prorated based on her service with the Company during 2025 in accordance with the negotiated terms of her employment agreement.

  22. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    Outstanding Equity Awards at 2025 Fiscal Year-End Table The following table summarizes equity awards held by our NEOs as of the end of the 2025 fiscal year. Prior to our initial public offering, certain of our executive officers held stock options pursuant to the 2020 Plan, which were exchanged for stock options of our common stock in connection with our initial public offering. Each of the equity awards in the table below may be subject to accelerated vesting, as described below under the subsection titled “Employment Agreements.”

  23. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | | Option Awards | | | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option Exercise Price ($/Share)(1) | Option Expiration Date | | Leon O. Moulder, Jr. | 192,543(2) | 115,526(2) | 9.30 | 7/17/2033 | | | 464,375(2) | 1,021,625(2) | 17.00 | 9/11/2034 | | | — | 400,000(2) | 11.94 | 6/9/2035 | | Joseph L. Farmer | 63,516(2) | — | 3.48 | 5/19/2031 | | | 120,924(2) | 40,308(2) | 9.30 | 12/13/2032 | | | 46,965(2) | 30,772(2) | 9.30 | 7/17/2033 | | | 124,223(2) | 189,605(2) | 9.99 | 5/8/2034 | | | 64,375(2) | 141,625(2) | 17.00 | 9/11/2034 | | | — | 175,000(2) | 11.94 | 6/9/2035 | | Lisa von Moltke, M.D | — | 400,000(2) | 8.72 | 4/14/2035 |

  24. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    (1) Each stock option was granted with an exercise price equal to the fair market value of our common stock on the grant date. 25% of this option vests on the one-year anniversary of the vesting commencement date and thereafter, the remainder of the shares vest in substantially equal monthly installments on the last day of each month over a three-year period, in each case, subject to the NEO’s continuous service through each vesting date.