DEF 14A of Zymeworks Inc.
Filed Oct 26, 2026 · FY20250001193125-26-431936
Board of Directors
Board of Directors Our Board of Directors is responsible for the stewardship of our company and providing oversight as to the management of our business and affairs, including providing guidance and strategic oversight to management.
PROPOSAL 1—ELECTION OF DIRECTORS
PROPOSAL 1—ELECTION OF DIRECTORS
Nominees
Nominees The nominating and corporate governance committee has recommended, and our Board of Directors has nominated, the following three individuals for election as directors, all of whom are currently directors:
Nominees
| • | Brian N. Cherry |
Nominees
| • | Gregory A. Ciongoli; and |
Nominees
| • | Oleg Nodelman. |
Nominees
In making the nominations, both our nominating and corporate governance committee and our Board of Directors considered the nominees’ other obligations, experience, tenure, and attendance record. Also, in furtherance of our commitment to diversity, our nominating and corporate governance committee balances these objectives with the need to identify and promote individuals who are reflective of diversity for nomination for election to our Board of Directors. Our nominating and corporate governance committee considers the level of representation of women and other diverse candidates on the Board of Directors when making recommendations for nominees to the Board of Directors. At this time, we have not adopted any specific targets for recruiting and retaining qualified female directors but will continue to pursue our objectives through ongoing diversity initiatives with a view to continue identifying and fostering the development of a suitable pool of candidates for nomination or appointment to our Board of Directors. Mr. Nodelman was recommended to the nominating and corporate governance committee by EcoR1 Capital LLC, a security holder of the Company. Our Board of Directors determined that Messrs. Cherry, Ciongoli and Nodelman are independent under applicable SEC and exchange standards. Biographical information regarding each director nominee and their qualifications to serve as a director are set forth below as of October 21, 2026. Unless otherwise indicated, each director has held their principal occupation or other positions with the same or predecessor organizations for at least the last five years. Brian N. Cherry Mr. Cherry is 52 years old and has served as a member of our board of directors since January 2026. Mr. Cherry has spent more than 25 years investing in and helping build businesses across a wide range of industries including healthcare, industrials, business services, financial services and consumer products. He has led buyout and growth equity investments in companies totaling over $25 billion in enterprise value. Mr. Cherry has served on the board of directors of Atara Biotherapeutics since June 2026. Previously, Mr. Cherry was a Managing Partner at Oak Hill Capital, a private equity firm, from 2014 until 2024. Since 2024, Mr. Cherry has served as the Founder and Principal of Flyway Holdings, a family office investment platform. His board experience includes more than a dozen private and public companies, the U.S. Air Force Academy Foundation, and the Undergraduate Financial Aid Leadership Council at the University of Pennsylvania. Mr. Cherry earned his BA from Princeton University and his MBA from The Wharton School at the University of Pennsylvania. The Board of Directors believes that Mr. Cherry is qualified to serve on our Board of Directors because of his extensive strategic leadership experience, particularly in capital allocation and strategic acquisitions. Gregory A. Ciongoli Mr. Ciongoli is 51 years old and has served as a member of our Board of Directors since August 2025. Mr. Ciongoli is currently the Founder and Managing partner at Adiumentum Capital Management, a Boston-based investment firm, and has served in that role since March 2024. Mr. Ciongoli has also served on the board of directors of Atara Biotherapeutics since September 2024, including as board chair since September 2025. Mr. Ciongoli has also served on the board of directors of REGENXBIO Inc. since August 2026. Mr. Ciongoli served as a Public Group Investing Partner at the Baupost Group from 2007 to 2024. Mr. Ciongoli has served on the board of directors of Pelotero Corp. since March 2020, 33rd Team since September 2022, and Wavebreak Therapeutics since August 2017, and served as a board observer at Viasat Inc. from October 2018 to May 2023. In addition, Mr. Ciongoli previously served as a board observer at Idenix Pharmaceuticals, Intarcia Therapeutics, Keryx Biopharmaceuticals, Orexigen Therapeutics and Translate Bio. Earlier in his career, Mr. Ciongoli held the position of Director in the Event-Driven Equity Group at Sowood Capital Management from 2005 to 2007 and worked as an Investment Analyst at Vinik Asset Management from 2003 to 2005 and at Thomas H. Lee Partners from 1999 to 2001. Mr. Ciongoli began his career as a Financial Analyst in the Healthcare Investment Banking Group at Goldman, Sachs & Co. from 1997 to 1999. Mr. Ciongoli also serves as the Chair of the Advisory Board for the James Madison Program in American Ideals and Institutions at Princeton University, and is actively involved in a number of local not-for-profit organizations. Mr. Ciongoli earned a Master in Business Administration degree from Harvard Business School in June 2003 and earned his Bachelor of Arts degree from the Woodrow Wilson School of Public and International Affairs at Princeton University in 1997. The Board of Directors believes that Mr. Ciongoli is qualified to serve on our Board of Directors because of his extensive strategic leadership experience in the pharmaceutical sector. Oleg Nodelman Mr. Nodelman is 49 years old and has served as a member of our Board of Directors since February 2025. Since October 2013, Mr. Nodelman has served as the Founder and Portfolio Manager of EcoR1 Capital LLC, a biotech-focused investment advisory firm established in 2013, and one of our principal stockholders. Previously, Mr. Nodelman served as a Portfolio Manager at BVF Partners from 2001 to 2012. Mr. Nodelman earned a B.S.F.S. in Science and Technology from Georgetown University, School of Foreign Service in 1999. Mr. Nodelman has served on the board of Galapagos NV since October 2024 and AnaptysBio since April 2021. He previously served on the board of directors of Prothena Corporation plc from December 2019 to December 2024, Nuvation Bio Inc. from February 2021 to December 2023 and Panacea Acquisition Corp. II from April 2020 to February 2021. On December 13, 2024, the Enforcement Committee of the Autorité des Marchés Financiers (“AMF”), the entity that regulates the French financial markets, fined Mr. Nodelman and EcoR1 Capital LLC (the “Fund”) €3.0 million and €7.0 million, respectively, for violations of applicable market abuse regulations and failures to comply with reporting obligations for holders that exceed or fall below ownership of five percent of an issuer’s equity capital that is listed on Euronext Paris. Mr. Nodelman and the Fund disagree with the AMF’s ruling and, in February 2025, submitted an appeal, which they intend to vigorously pursue. The Board of Directors believes that Mr. Nodelman is qualified to serve on our Board of Directors because of his extensive investment and leadership experience, in addition to his knowledge of our industry. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION AS DIRECTORS OF THE THREE NOMINEES NAMED IN THIS PROXY STATEMENT.
Continuing Members of the Board of Directors
Continuing Members of the Board of Directors Biographical information regarding the members of the Board of Directors expected to continue in office following the conclusion of the Meeting is set forth below as of October 21, 2026. Unless otherwise indicated, each director has held their principal occupation or other positions with the same or predecessor organizations for at least the last five years.
Carlos Campoy
Carlos Campoy Mr. Campoy is 62 years old and has served as a member of our Board of Directors since June 2023. Mr. Campoy served as Chief Financial Officer of CytomX Therapeutics, Inc. from March 2020 through September 2022. Prior to CytomX Therapeutics, Mr. Campoy served as the Chief Financial Officer of Alder BioPharmaceuticals, Inc., a public biopharmaceutical company acquired in October 2019 by Lundbeck A/S, from December 2018 to November 2019. During his time at Alder BioPharmaceuticals, Mr. Campoy led the finance organization and readied the company for commercial launch of its lead program, eptinezumab. Prior to Alder BioPharmaceuticals, Mr. Campoy was a partner at Think Forwards, a boutique financial consulting firm, from September 2017 to December 2018. Prior to his position at Think Forwards, Mr. Campoy held the role of vice president of finance at Allergan plc from July 2014 to November 2016. Prior to joining Allergan, Mr. Campoy held senior financial leadership positions at Eli Lilly and Company from 1996 to 2014, including Chief Financial Officer of Eli Lilly Japan K.K. Mr. Campoy is NACD Directorship Certified® and holds a Certified Management Accountant (CMA) designation. Mr. Campoy received his M.B.A. in Finance and Decision Information Systems from Indiana University and his B.S. in Management from Faculdade de Ciências Contábeis e de Administração de Empresas de Tupã (FACCAT), in São Paulo, Brazil. The Board of Directors believes that Mr. Campoy is qualified to serve on our Board of Directors because of his extensive strategic and financial leadership experience in the pharmaceutical and biotechnology sectors.
Alessandra Cesano
Alessandra Cesano Dr. Cesano is 66 years old and has served as a member of our Board of Directors since February 2024. Dr. Cesano has served as an advisor to General Catalyst, a venture capital and investment firm, since February 2025. Dr. Cesano served as the Chief Medical Officer of ESSA Pharma Inc., a pharmaceutical company developing therapies for the treatment of prostate cancer, from July 2019 to May 2025. Previously, Dr. Cesano was the Chief Medical Officer of NanoString Technologies, Inc., a biotechnology company that develops translational research tools, from July 2015 to July 2019, where she focused on development of translational and diagnostic multi-plexed assays for the characterization and measurement of mechanisms of immune response and resistance. Prior to NanoString, Dr. Cesano was Chief Medical Officer at Cleave Biosciences, Inc., a biopharmaceutical company focusing on protein therapies for the treatment of cancer and neurodegenerative diseases, and before that she served as Chief Medical Officer and Chief Operations Officer at Nodality, Inc., where she built and led the Research & Development group, while providing the overall clinical vision for the organization. Dr. Cesano has also held various management positions at Amgen Inc., Biogen Inc. (formerly Biogen Idec) and SmithKline Beecham Pharmaceuticals, where she helped to advance various oncology drugs through late-stage development and U.S. Food and Drug Administration (“FDA”) approvals. She currently serves as associate editor for the Biomarker section of the Journal for ImmunoTherapy of Cancer and co-chair of the Society for Immunotherapy of Cancer (SITC) regulatory committee. She has been an author on more than 140 publications. Dr. Cesano has served as a director at Puma Biotechnology, Inc. since July 2022 and as a director of Summit Therapeutics Inc. since November 2022. Dr. Cesano received an M.D. summa cum laude, a board certification in oncology and a Ph.D. in Tumor Immunology from the University of Turin, Italy. The Board of Directors believes that Dr. Cesano is qualified to serve on our Board of Directors because of her extensive experience in biotechnology research and development and oncology.
Summary of Material Terms of the 2026 Employee Stock Purchase Plan
If the administrator determines that, on a given exercise date, the number of shares of our common stock with respect to which options are to be exercised may exceed (i) the number of shares of common stock that were available for sale under the 2026 Employee Stock Purchase Plan on the enrollment date of the applicable offering period, or (ii) the number of shares of our common stock available for sale under the 2026 Employee Stock Purchase Plan on such exercise date, the administrator may in its sole discretion (x) provide that we will make a pro rata allocation of the shares of our common stock available for purchase on such enrollment date or exercise date, as applicable, in as uniform a manner as will be practicable and as it will determine in its sole discretion to be equitable among all participants exercising options to purchase shares of our common stock on such exercise date, and continue all offering periods then in effect or (y) provide that we will make a pro rata allocation of the shares of our common stock available for purchase on such enrollment date or exercise date, as applicable, in as uniform a manner as will be practicable and as it will determine in its sole discretion to be equitable among all participants exercising options to purchase shares of our common stock on the exercise date, and terminate any or all offering periods then in effect pursuant to the terms of the 2026 Employee Stock Purchase Plan. Until shares of our common stock are issued to a participant under the 2026 Employee Stock Purchase Plan, the participant will have no rights as a stockholder and only have the rights of an unsecured creditor, unless applicable local law provides for any additional participant rights, as determined by the administrator. Withdrawals; Termination of Employment A participant may end their participation at any time during an offering period and all, but not less than all, of their accrued contributions not yet used to purchase shares of our common stock will be returned to them, without interest; provided that the administrator may set a deadline for when a withdrawal must occur to be effective prior to a given exercise date. If a participant withdraws from an offering period, they must re-enroll in the 2026 Employee Stock Purchase Plan in order to re-commence participation. If a participant ceases to be an eligible employee for any reason, they will be deemed to have elected to withdraw from the 2026 Employee Stock Purchase Plan and their contributions not yet used to purchase shares of our common stock will be returned to them. Non-Transferability A participant may not assign, transfer, pledge or otherwise dispose of in any way (other than by will or the laws of descent and distribution) their rights with regard to options granted under the 2026 Employee Stock Purchase Plan or contributions credited to their account. Any attempt at a prohibited disposition will be without effect, except that we may treat such an act as an election to withdraw participation in the 2026 Employee Stock Purchase Plan. Corporate Transactions In the event of proposed dissolution or liquidation, any ongoing offering periods will be shortened and will terminate immediately before completion of the proposed dissolution or liquidation following the purchase of shares under the shortened offering periods, unless provided otherwise by the administrator. Prior to the new exercise date, which will occur prior to the date of our proposed dissolution or liquidation, the administrator will notify participants regarding the new exercise date and the exercise to occur on such date. In the event of our merger or “change in control” (as defined in the 2026 Employee Stock Purchase Plan), each outstanding option under the 2026 Employee Stock Purchase Plan will be assumed or substituted for by the successor corporation or its parent or subsidiary. In the event that options are not assumed or substituted for, the offering period will be shortened by setting a new exercise date on which the offering period will end, which will occur prior to the closing of the merger or change in control. Prior to the new exercise date, the administrator will notify participants regarding the new exercise date and the exercise to occur on such date. Amendment; Termination The administrator may amend, suspend, or terminate the 2026 Employee Stock Purchase Plan at any time and for any reason, without stockholder approval. However, to the extent necessary to comply with Section 423 or other applicable law, regulation, or exchange rule, the Company will obtain stockholder approval of any amendment in such manner and to such degree as required. If the 2026 Employee Stock Purchase Plan is terminated, the administrator in its discretion may terminate all outstanding offering periods either immediately or after completion of the purchase of shares under the 2026 Employee Stock Purchase Plan (which may be adjusted to occur sooner than originally scheduled), or in accordance with their terms. If options are terminated prior to their expiration, then all amounts credited to participants that have not been used to purchase shares will be returned, without interest (unless otherwise required under applicable law), as soon as administratively practicable. The administrator may change the offering periods and purchase periods, designate separate offerings, limit the frequency and/or number of changes in the amount withheld during an offering period or purchase period, establish the exchange rate applicable to amounts withheld in a currency other than U.S. dollars, permit contributions in excess of the amount designated by a participant in order to adjust for delays or mistakes in the Company’s processing of properly completed contribution elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of our Common stock for each participant properly correspond with contribution amounts, and establish such other limitations or procedures as the administrator determines in its sole discretion advisable that are consistent with the 2026 Employee Stock Purchase Plan. Such modifications will not require stockholder approval or the consent of any 2026 Employee Stock Purchase Plan participants. Further, if the administrator determines that the ongoing operation of the 2026 Employee Stock Purchase Plan may result in unfavorable financial accounting consequences, the administrator may modify, amend or terminate the 2026 Employee Stock Purchase Plan to reduce or eliminate such accounting consequences. If approved by stockholders, the 2026 Employee Stock Purchase Plan will provide for a term that continues through the 20th anniversary of the Annual Meeting, such that the 2026 Employee Stock Purchase Plan will terminate on December 15, 2046, unless we terminate it sooner. Sub-Plans Consistent with the requirements of Section 423, subject to the terms of the 2026 Employee Stock Purchase Plan, the administrator may modify the terms of an offering or provide for separate offerings under the 2026 Employee Stock Purchase Plan to, among other things, reflect the impact of local law outside of the United States as applied to one or more eligible employees of a designated subsidiary and may, where appropriate, establish one or more sub-plans to reflect such amended provisions.
Overview of Compensation Program
| • | motivate and reward our executive officers through competitive pay practices and an appropriate mix of short- and long-term incentives; |
Overview of Compensation Program
| • | Competitive Compensation Review – The compensation committee reviewed compensation practices and policies with respect to our executives against Zymeworks’ peer group of companies (as further described below), in order to allow us to place our compensation practices for these positions in a market context. This reference exercise included a review of base salary, total cash compensation and total direct compensation. |
Overview of Compensation Program
| • | Short- and Long-Term Incentive Plans – The compensation committee administers the Company’s incentive compensation plans and equity-based plans with respect to the Company’s executives, including the named executive officers. |
Overview of Compensation Program
| • | establishing the public company peer group used in the executive compensation assessment; |
Overview of Compensation Program
| • | reviewing the assessment of Zymeworks’ board of directors compensation program versus the market; and |
Overview of Compensation Program
| • | reviewing and approving the non-executive equity compensation program. |
Overview of Compensation Program
The compensation committee utilizes these strategies when contemplating future executive compensation matters. In 2025, Aon was retained to review the salaries, bonuses and equity plan levels and participation of executive employees, as well as equity plan levels and participation of employees below the executive level. Zymeworks’ management did not make or recommend such engagements and all such other services were approved by the compensation committee. Except as discussed below, Aon did not perform other services to the Company other than as a compensation consultant. The compensation committee determined Aon to be independent after evaluating the factors required under the applicable listing standard. In addition to Aon’s services related to determining or recommending the amount or form of executive and non-employee director compensation, management has engaged Aon to perform unrelated broad-based compensation services and risk brokerage services (which included global risk in Canada and the United States). In 2025, fees paid to Aon for these unrelated broad-based compensation and risk brokerage services did not exceed $120,000 in the aggregate. The compensation committee was informed about these services. Peer Companies and Use of Market Data We compare our executive compensation program to those of a group of peer companies (North American biotechnology companies of a similar size and stage of development). The first step in the process is that the compensation committee, with the support of Aon and management, reviews trends in biotechnology compensation practices and reviews and approves the list of peer companies used for benchmarking. As part of its analysis in 2024 related to 2025 compensation, Aon collected and analyzed compensation information from a comparative group of biotechnology companies, or peer group, approved by the compensation committee. The compensation committee evaluates the criteria used in establishing the peer group at least annually. The compensation committee seeks input from management in addition to Aon to ensure the peer group is consistent with our current business objectives and strategy. The list of peer companies is approved based on various factors including industry classification, market capitalization, headcount and stage of development. In September 2024, with assistance from Aon, the compensation committee approved a peer group consisting of publicly traded, pre-commercial biopharmaceutical companies:
Overview of Compensation Program
Based on these criteria, in September 2024, the compensation committee approved the following peer group set forth below and used this peer group to inform compensation decisions for 2025:
Overview of Compensation Program
| (1) Added to the peer group in September 2024. The following companies were deleted from the peer group approved in September 2024: Adaptimmune Therapeutics plc, Atara Biotherapeutics, Inc., Gossamer Bio, Inc., Mersana Therapeutics, Inc., NGM Biopharmaceuticals, Inc. and Repare Therapeutics Inc. |
Overview of Compensation Program
Our compensation committee uses comparative data from our peer group as a reference when setting and adjusting executive compensation, but it does not target our overall program or any particular element of compensation to be at a particular percentile compared to our peers. Rather, our compensation committee uses a range of peer group data for each executive position for which data is available, along with an assessment of each executive’s performance, criticality and tenure, to ensure that our executive compensation program and its constituent elements are and remain competitive in relation to our peers.
Components of Compensation Package
| • | annual cash bonuses based on a comparison of corporate performance to pre-set goals and objectives; and |
Components of Compensation Package
| • | long-term incentives, which in 2025, consisted of grants of stock options and time-based restricted stock units. |
Components of Compensation Package
In making 2025 compensation decisions, our compensation committee believed that each component of executive compensation must be evaluated and determined with reference to competitive market data, individual and Company-wide performance, our recruiting and retention goals, internal equity and consistency, and other information it deems relevant. As it evaluated executive compensation in 2025, the compensation committee believed that in the biopharmaceutical/biotechnology industry, long-term incentives such as stock options and restricted stock units are a primary motivator in attracting and retaining executives, in addition to salary and cash incentive bonuses. The primary components of our 2025 executive compensation program are described in more detail below. Base Salary Annual base salary is designed to provide a competitive fixed rate of pay recognizing different levels of responsibility and performance within Zymeworks. This compensation component helps us to attract and retain highly qualified executives who have a history of proven success. In determining whether to increase the base salary for a particular executive, our compensation committee in discussions with our Chief Executive Officer (for executives other than the Chief Executive Officer) considers a variety of factors, including performance, length of service and criticality of role. The determination of base salary affects the amount of an executive’s cash bonus. The table below shows the base salaries of our named executive officers for 2025:
Components of Compensation Package
Cash Bonus The cash bonus component is designed to provide our named executive officers with annual cash incentive awards based on achievement of certain goals and objectives. The awards represent pay at risk – they result in payment only if and to the extent certain goals and objectives are met – and do not affect decisions regarding other components of compensation. This compensation component motivates and rewards our named executive officers for outstanding performance. In addition, we occasionally provide sign-on bonuses to newly hired executives in order to induce them to join the Company. Annual cash incentive compensation for our named executive officers is paid pursuant to the Company’s Executive Incentive Compensation Plan, which provides the compensation committee discretion to make changes to performance targets and bonus targets, to decrease, increase or eliminate bonuses and to change other terms and conditions related to annual incentive compensation, in each case as the compensation committee deems appropriate to meet the overarching retention and incentive goals associated with our executive bonus program. Named executive officers are eligible to receive an amount targeted at a pre-determined percentage of their base salary established at the beginning of each year. The compensation committee set annual target bonuses for each of Mr. Galbraith, Dr. Moore and Dr. Smith in January 2025 as follows:
Components of Compensation Package
| Name and Principal Position | 2025 Target Bonus (% of Base Salary) | | Kenneth Galbraith, Chief Executive Officer, President and Chair of Board of Directors(1) | 60% | | Paul A. Moore, Chief Scientific Officer | 45% | | Jeffrey Smith, Former Chief Medical Officer(2) | 45% |
Components of Compensation Package
| Name and Principal Position | 2025 Bonus ($)(1) | | Kenneth Galbraith, Chief Executive Officer, President and Chair of Board of Directors | 344,858 | | Paul A. Moore, Chief Scientific Officer | 195,463 | | Jeffrey Smith, Former Chief Medical Officer | 191,514 |
Components of Compensation Package
| (1) Bonus amounts for all named executive officers are determined in U.S. dollars, and the table above reflects this determination in U.S. dollars. However, the bonus amount for Mr. Galbraith was paid in British pounds, the bonus amount for Dr. Moore was paid in Canadian dollars and the bonus amount for Dr. Smith was paid in Euros. The U.S. dollar figures reported in the Summary Compensation Table under the column header titled “Non-Equity Incentive Plan Compensation” vary from the figures in the table above due to the impact of foreign currency conversions. For additional information on foreign currency conversion rates, see “Summary Compensation Table.” |
Components of Compensation Package
Long-Term Incentives Our Amended and Restated Stock Option and Equity Compensation Plan (the “Equity Compensation Plan”) authorizes us to make grants to eligible recipients of stock options, restricted stock, restricted stock units and other share-based awards, to attract, retain, motivate and reward qualified directors and employees and to enable and encourage such directors and employees to acquire shares of common stock as long-term investments. The Company granted a mix of stock options and time-based restricted stock units to Mr. Galbraith, Dr. Moore and Dr. Smith in January 2025. The compensation committee believes this approach aligns the interests of our executives (including those of our named executive officers) with our stockholders’ interests by rewarding for improvements in stock price over a period of time. The Company issues stock options and restricted stock units to reward for future performance and appreciation. Because stock options only have value if our stock price increases relative to the stock option’s exercise price, we consider them to be an important performance-based tool that encourages our named executive officers to focus on driving increases to stockholder value. Time-based restricted stock units play an important role in our executive compensation program because they provide some value even during periods of stock price or market volatilities, provide retention incentives during the vesting period, and reinforce a culture of ownership. By granting restricted stock units, the Company can also reduce the dilutive effect of the equity incentive awards in the form of stock options, which benefits our stockholders over time. In addition, the vesting feature of our stock awards contributes to executive retention by providing an incentive to our executives to remain employed by us during the vesting period. For 2025, we determined that annual grants to Mr. Galbraith, Dr. Moore, and Dr. Smith based on an approximately 50/50 value mix of stock options and time-based restricted stock units was most appropriate to reflect the continued change in the market and the evolution of our compensation program away from an options-only approach. The compensation committee evaluates the long-term incentive programs for each year, and the appropriate mix of equity awards to grant to our executive officers for the applicable year. In future years or for particular executives, the compensation committee may approve a different mix of equity awards if it determines necessary or appropriate to achieve our compensation objectives. For the stock options, the option exercise price may not be less than the closing price of our common stock on the date of grant. For the 2025 stock option grants to our named executive officers, 25% of the granted options is scheduled to vest on the first anniversary of grant date (subject to continued service and any applicable acceleration of vesting provisions in their employment agreements, as described below). On the last day of each month thereafter, a further 1/36th of the total number of remaining granted options is scheduled to vest. These options are subject to any applicable acceleration provisions in the Equity Compensation Plan or in the named executive officer’s employment agreement. Each restricted stock unit represents the right to receive one share of our common stock upon vesting of that unit, without the payment of an exercise price or other cash consideration for the issued shares of common stock. For the 2025 restricted stock unit grants to Mr. Galbraith, Dr. Moore and Dr. Smith, 1/3rd of the restricted stock units are scheduled to vest on each anniversary of the grant date (subject to the named executive officer’s continued service and subject to any applicable acceleration provisions in the Equity Compensation Plan or in the named executive officer’s employment agreement). The following table shows information regarding stock option and restricted stock unit grants to each of our named executive officers made during the year ended December 31, 2025:
Components of Compensation Package
| Name | Grant Date | Restricted Stock Units Granted (#)(1) | Stock Options Granted (#)(2) | Exercise Price of Stock Options ($/Sh)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Kenneth Galbraith | 1/10/2025 | — | 288,000 | 13.22 | 2,366,565 | | | 1/10/2025 | 192,000 | — | — | 2,538,240 | | Paul A. Moore | 1/10/2025 | — | 79,000 | 13.22 | 649,162 | | | 1/10/2025 | 53,000 | — | — | 700,660 | | Jeffrey Smith | 1/10/2025 | — | 79,000 | 13.22 | 649,162 | | | 1/10/2025 | 53,000 | — | — | 700,660 |
Components of Compensation Package
| (1) Restricted stock units vest in three equal annual installments beginning on January 10, 2026, subject to the recipient’s continued service through each vesting date and any applicable acceleration of vesting provisions described under the section below entitled “Executive Employment Arrangements and Potential Payments upon Termination or Change in Control.” |
Components of Compensation Package
| (2) Options vest and become exercisable with respect to (i) 25% of the underlying shares one year after the grant date and (ii) the remainder of the underlying shares in 36 equal monthly installments following the first anniversary of the date of grant, subject to the optionee’s continued service through each vesting date and any applicable acceleration of vesting provisions described under the section below entitled “Executive Employment Arrangements and Potential Payments upon Termination or Change in Control.” |
Components of Compensation Package
| (3) The exercise price of the stock options is the closing price of the Company’s stock on the Nasdaq on the grant date. |
Components of Compensation Package
| (4) The amounts set forth in this column reflect the grant date fair value for restricted stock unit awards and stock option awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation. See Note 2 – “Notes to Consolidated Financial Statements – Summary of Significant Accounting Policies – Stock-Based Compensation” and Note 10(e) – “Notes to Consolidated Financial Statements – Stockholders’ Equity – Stock-Based Compensation” included in our Annual Report on Form 10-K for our year ended December 31, 2025. |
Components of Compensation Package
Previous grants are taken into account when considering new option and restricted stock unit grants, as well as other factors such as market data, retention and incentive considerations, internal equity, Company performance and prior and expected future individual contributions. Decisions regarding long-term incentives do not affect decisions regarding other components of compensation. In January 2026, the compensation committee recommended, and our board of directors approved, certain changes to our equity compensation mix to further enhance the direct alignment of executive compensation with stockholders’ interests. These changes included adding performance RSUs to the continuing named executive officers’ compensation to focus executives on long-term value creation through the achievement of stock price performance. The vesting of the performance-based RSU is based upon achievement of performance conditions tied to certain cumulative total stockholder return goals, and certain total stockholder return goals relative to companies in the Nasdaq Biotech Index over a three-year performance period, and which generally require the executive officer’s continued service to us through the three-year period. In addition, we revised the vesting schedule of 2026 time-based RSU grants to a four-year schedule, with 25% of the RSUs vesting on each anniversary of the grant date, which strengthens the retention power of our equity program.
Benefits and Perquisites
Benefits and Perquisites Other compensation to our named executive officers primarily consists of participation in our broad-based employee benefit plans. Named executive officers are eligible to participate in all our employee benefit plans, in each case on the same basis as other employees in the entity in which they are employed, including a retirement savings plan for those employed in Canada, a 401(k) plan for those employed in the United States, and pension plans for those employed in Ireland and the UK. Our named executive officers also are eligible to participate in our employee stock purchase plan on the same terms as our other eligible employees. Currently, we do not view perquisites or other personal benefits as a material component of our executive compensation program. However, we do provide certain perquisites to our named executive officers in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make them more efficient and effective, and for recruitment and retention purposes. In addition, consistent with our philosophy regarding personal benefits, and as further described in “Executive Compensation – Executive Employment Arrangements and Potential Payments upon Termination or Change in Control,” to encourage and facilitate Dr. Moore’s relocation to Canada, we provide him with tax equalization payments to neutralize any increase in his taxes as a result of his relocation, and tax preparation assistance for two years following his relocation. The compensation committee believes these benefits were appropriate to enable a smooth relocation for Dr. Moore and to allow him to keep his focus on the business rather than on the costs and burdens of the relocation. We also provide certain personal benefits to Mr. Galbraith, which were negotiated as part of Mr. Galbraith’s initial January 2022 employment agreement and subsequent amendments, including the most recent amendment in January 2024. These benefits were provided in order to induce him to initially join and later to remain with the Company and to increase his ability to work efficiently. These benefits include certain housing, travel, relocation, and certain tax equalization and gross-up benefits, as described in “Executive Compensation – Executive Employment Arrangements and Potential Payments upon Termination or Change in Control.” In late 2022 and again in January 2024, we amended Mr. Galbraith’s employment agreement to extend the time period for certain benefits, as described in “Executive Compensation – Executive Employment Arrangements and Potential Payments upon Termination or Change in Control.” The compensation committee approved the extension of these benefits as it believed that doing so would assist Mr. Galbraith in the continued performance of his duties and continue to aid in his efficiency. In the future, we may continue to provide perquisites or other personal benefits in circumstances where we believe it is appropriate to assist an individual named executive officer in the performance of his or her duties, to make him or her more efficient and effective, and for recruitment, motivation or retention purposes.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control Certain of our executives, including each of our named executive officers, are parties to employment agreements with us which set forth conditions of employment and the payments that will be made upon termination of their employment. Additional discussion of the employment agreements with our named executive officers is set forth below under “Executive Compensation – Executive Employment Arrangements and Potential Payments upon Termination or Change in Control.” We believe that these protections are necessary to provide our valuable named executive officers with incentives to forgo other employment opportunities and to maintain continued focus and dedication to their responsibilities to maximize stockholder value, including if there is a potential transaction that could involve a change in control, without undue concern that the officer will be terminated and lose his or her income and benefits. We believe the level of severance and change in control benefits provided is appropriate and is necessary to attract and retain key employees.
Summary Compensation Table
Summary Compensation Table The following table presents the compensation awarded to, earned by or paid to each of our named executive officers for the years ended December 31, 2025 and December 31, 2024. We do not have non-qualified deferred compensation.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(1)(3) | All Other Compensation ($)(1) | Total ($) | | Kenneth Galbraith, CEO, President & Chair(4) | 2025 | 656,763 | 2,538,240 | 2,366,565 | 340,990 | 710,622(7) | 6,613,180 | | | 2024 | 654,833 | 2,112,000 | 1,985,672 | 361,652 | 378,000(8) | 5,492,157 | | Paul A. Moore, CSO(5) | 2025 | 495,834 | 700,660 | 649,162 | 194,579 | 307,955(9) | 2,348,190 | | | 2024 | 494,683 | 633,600 | 595,702 | 214,102 | 48,716(10) | 1,986,803 | | Jeffrey Smith, Former Chief Medical Officer(6) | 2025 | 488,196 | 700,660 | 649,162 | 183,488 | 29,292(11) | 2,050,798 |
Summary Compensation Table
| (1) Salary, bonus, non-equity incentive plan compensation (cash bonus with respect to corporate goal achievement) and amounts in the “All Other Compensation” column for all named executive officers are determined in U.S. dollars. However, cash compensation amounts for Mr. Galbraith were paid in British pounds and have been converted to U.S. dollars for the purposes of the table. For 2025 and 2024 the U.S. dollar per British pound exchange rates used for such conversions were 1.3180 and 1.2780, based on the average annual Bank of Canada exchange rates for U.S. dollar and British pound for 2025 and 2024, respectively. Cash compensation amounts for Dr. Moore were paid in Canadian dollars and have been converted to U.S. dollars for the purposes of the table. For 2025 and 2024, respectively, the U.S. dollar per Canadian dollar exchange rates used for such conversions were 0.7155 and 0.7301, which were the average annual Bank of Canada exchange rates for 2025 and 2024, respectively. Cash compensation amounts for Dr. Smith were paid in Euros and have been converted to U.S. dollars for the purposes of the table. For 2025, the U.S. dollar per Euro exchange rate used for the conversions was 1.1292, based on the average annual Bank of Canada exchange rates for U.S. dollar and Euro for 2025. |
Summary Compensation Table
| (2) The amounts set forth in these columns reflect the aggregate grant date fair value for restricted stock unit awards and option awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation. See Note 2 – “Notes to Consolidated Financial Statements – Summary of Significant Accounting Policies – Stock-Based Compensation” and Note 10(e) – “Notes to Consolidated Financial Statements – Shareholders’ Equity – Stock-Based Compensation” included in our Annual Report on Form 10-K for our year ended December 31, 2025. |
Summary Compensation Table
| (3) The amounts reflect the dollar value of incentive bonuses paid in 2026 and 2025 for performance during 2025 and 2024, respectively, as discussed further above under “Executive Compensation – Components of Compensation Package – Cash Bonus.” |
Summary Compensation Table
| (4) Mr. Galbraith has also served as our interim Chief Financial Officer since January 2026. |
Summary Compensation Table
| (5) Dr. Moore has served as our Chief Scientific Officer since July 2022. |
Summary Compensation Table
| (6) Dr. Smith retired from his position as our Executive Vice President and Chief Medical Officer effective January 31, 2026. |
Summary Compensation Table
| (7) Of the total amount for 2025, (i) $54,477 represents accommodation benefits, (ii) $6,590 represents Company contributions to a defined contribution pension plan, (iii) $789 represents life insurance premiums through our group extended benefit plan, (iv) $14,223 represents airfare for immediate family members in accordance with the terms of Mr. Galbraith’s employment agreement, (v) $621,582 represents an estimated tax gross-up in connection with taxation attributable to the performance of work outside the UK, and (vi) $12,960 represents reimbursement for tax preparation services. |
Summary Compensation Table
| (8) Of the total amount for 2024, (i) $53,969 represents accommodation benefits, (ii) $6,390 represents Company contributions to a defined contribution pension plan, (iii) $14,516 represents private health insurance premiums, (iv) $701 represents life insurance premiums through our group extended benefit plan, (v) $30,853 represents airfare for immediate family members in accordance with the terms of Mr. Galbraith’s employment agreement, (vi) $268,541 represents an estimated tax gross-up in connection with taxation attributable to the performance of work outside the UK, and (vii) $3,030 represents reimbursement for tax preparation services. |
Summary Compensation Table
| (9) Of the total amount for 2025, (i) $307,079 represents a tax equalization payment (which includes $164,287 for estimated tax gross-up) for 2024 paid in 2025, and (ii) $876 represents life insurance premiums through our group extended benefit plan. |
Summary Compensation Table
| (10) Of the total amount for 2024, (i) $44,283 represents a tax equalization payment for 2023 paid in 2024, and (ii) $4,433 represents life insurance premiums through our group extended benefit plan. |
Summary Compensation Table
| (11) This represents pension contributions. |
Outstanding Equity Awards at 2025 Year End
Outstanding Equity Awards at 2025 Year End The following table lists all outstanding equity awards granted in U.S. dollars under the Equity Compensation Plan and our Inducement Stock Option and Equity Compensation Plan (the “Inducement Plan”) held by our named executive officers as of December 31, 2025:
Outstanding Equity Awards at 2025 Year End
| | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2)(3) | | Kenneth Galbraith | 1/15/2022 | 500,000 | — | 14.97 | 1/14/2032 | — | — | | | 1/5/2023 | 161,250 | 53,750 | 8.00 | 1/4/2033 | — | — | | | 1/5/2023 | — | — | — | — | 47,668 | 1,255,098 | | | 1/5/2024 | 150,000 | 150,000 | 10.56 | 1/4/2034 | — | — | | | 1/5/2024 | — | — | — | — | 133,334 | 3,510,684 | | | 1/10/2025 | — | 288,000 | 13.22 | 1/9/2035 | — | — | | | 1/10/2025 | — | — | — | — | 192,000 | 5,055,360 | | Paul A. Moore | 7/18/2022 | 175,000 | 25,000 | 5.82 | 7/17/2032 | — | — | | | 1/5/2023 | 58,125 | 19,375 | 8.00 | 1/4/2033 | — | — | | | 1/5/2023 | — | — | — | — | 17,168 | 452,033 | | | 1/5/2024 | 45,000 | 45,000 | 10.56 | 1/4/2034 | — | — | | | 1/5/2024 | — | — | — | — | 40,000 | 1,053,200 | | | 1/10/2025 | — | 79,000 | 13.22 | 1/9/2035 | — | — | | | 1/10/2025 | — | — | — | — | 53,000 | 1,395,490 | | Jeffrey Smith | 1/5/2023 | 141,000 | 47,000 | 8.00 | 1/4/2033 | — | — | | | 1/5/2024 | 45,000 | 45,000 | 10.56 | 1/4/2034 | — | — | | | 1/5/2024 | — | — | — | — | 40,000 | 1,053,200 | | | 1/10/2025 | — | 79,000 | 13.22 | 1/9/2035 | — | — | | | 1/10/2025 | — | — | — | — | 53,000 | 1,395,490 |
Outstanding Equity Awards at 2025 Year End
| (1) Options vest and become exercisable with respect to (i) 25% of the underlying shares one year after the grant date and (ii) the remainder of the underlying shares in 36 equal monthly installments following the first anniversary of the date of grant, subject to the optionee’s continued service through each vesting date and any applicable acceleration of vesting provisions described under the section below entitled “Executive Employment Arrangements and Potential Payments upon Termination or Change in Control.” |
Outstanding Equity Awards at 2025 Year End
| (2) Restricted stock units vest in three equal annual installments on each of the first, second, and third anniversaries of the date of grant, subject to the holder’s continued service through each vesting date and any applicable acceleration of vesting provisions described under the section below entitled “Executive Employment Arrangements and Potential Payments upon Termination or Change in Control.” |
Outstanding Equity Awards at 2025 Year End
| (3) Market value of restricted stock units that have not vested is based on the closing price of the Company’s common stock on Nasdaq on December 31, 2025, which was $26.33 per share. |
Pension Benefits
Pension Benefits We do not have any qualified or non-qualified defined benefit pension plans.
Non-qualified Deferred Compensation
Non-qualified Deferred Compensation We do not have any non-qualified defined contribution plans or other deferred compensation plans.
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control Executive Employment Arrangements Key provisions of the employment agreements that were in effect as of December 31, 2025, for our named executive officers are described below. Kenneth Galbraith. In connection with Mr. Galbraith’s appointment as President and Chief Executive Officer in January 2022, Mr. Galbraith entered into an employment agreement with us (the “Original Agreement”), on December 30, 2022, Zymeworks BC and Zymeworks Management Inc., our subsidiaries, and Mr. Galbraith entered into an amendment to the Original Agreement (the “First Amendment”), and on January 3, 2024, Zymeworks BC and Mr. Galbraith entered into a second amendment (the “Second Amendment” and the Original Agreement, as amended by the First Amendment and the Second Amendment, the “Galbraith Employment Agreement”). The Galbraith Employment Agreement does not have a specific term. The Second Amendment established Mr. Galbraith’s principal place of employment as the UK, or another location as agreed upon between the parties, which removes the requirement for Mr. Galbraith to relocate to Vancouver, British Columbia or Seattle, Washington, and incorporated certain extensions of compensation and benefit provisions, as described below. Pursuant to the Galbraith Employment Agreement, Mr. Galbraith is entitled to the following compensation and benefits:
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
| • | An annual base salary of $600,000, with eligibility to earn an annual discretionary bonus of up to 60% of his annual base salary, based upon the achievement of certain Company goals determined by the board of directors. Mr. Galbraith’s current annual base salary is $655,000 and his target annual discretionary bonus for 2026 is 75% of his annual base salary; |
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
| • | Options, which were granted to Mr. Galbraith in 2022, to purchase 500,000 shares of our common stock at an exercise price per share equal to the fair market value on the date of grant (the “Inducement Options”). 25% of the Inducement Options vest and become exercisable on the one-year anniversary of the date of grant, and thereafter 1/36th of the remaining Inducement Options will vest on the last day of each month, until all of the Inducement Options have vested, subject to Mr. Galbraith’s continued service; |
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
| • | Eligibility to participate in our employee benefit plans, policies and arrangements that, in the aggregate, are reasonably consistent with other executive officers generally, as well as reimbursement for certain fees and costs related to membership in certain professional associations and professional development; |
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
| • | Enrollment in a qualifying pension scheme under the UK Pensions Act 2008; |
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
| • | Prior to the Second Amendment, the Galbraith Employment Agreement provided for reimbursement of relocation expenses up to a maximum gross amount of $300,000, grossed up for the impact of any tax withholding, for reasonable moving expenses incurred by Mr. Galbraith and his immediate family during relocation from Mr. Galbraith’s primary residence to Vancouver, British Columbia or Seattle, Washington if he relocated on or before July 15, 2024 (under the Original Agreement, this related to a relocation within the first eighteen months of employment), with the total amount reimbursed under this provision required to be repaid if Mr. Galbraith’s employment had terminated within three years (two years under the Original Agreement) following the effective date of employment. The Second Amendment removed the requirement to relocate, and deleted this provision regarding relocation expenses; |
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
| • | Temporary housing for Mr. Galbraith in Vancouver, British Columbia, grossed up for the impact of any tax withholding. The First Amendment had provided for this benefit through the earlier of Mr. Galbraith’s relocation or July 15, 2024, and under the Original Agreement, this was through the earlier of Mr. Galbraith’s relocation or the date that is 18 months following the effective date of employment; |
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
| • | Reimbursement of reasonable travel and living expenses when traveling from his home to Vancouver, British Columbia or Seattle, Washington for his employment duties, as well as reimbursement or Company payment for reasonable airfare and lodging expenses for Mr. Galbraith and his immediate family for one trip per calendar year to Vancouver, British Columbia or Seattle, Washington, as applicable (under the Original Agreement, this related to trips that occurred prior to the end of 2023, and under the First Amendment, to trips that occurred prior to the end of 2024); |
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
| • | A tax equalization payment if Mr. Galbraith is subject to income taxation or other taxation outside of the UK during the period of his employment, grossed up for the impact of any tax withholding, and tax preparation services; |
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
| • | If we terminate Mr. Galbraith’s employment during his first three years of employment, then Mr. Galbraith will be eligible to receive twelve months of notice or the equivalent of twelve months of base salary as of the date notice is given, or any combination thereof that totals twelve months of combined notice and base salary. Commencing in the fourth year of his employment, if we terminate Mr. Galbraith’s employment, Mr. Galbraith will be eligible to receive an additional one month of notice or the equivalent of one month of base salary as of the date notice is given, or any combination |
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
| thereof, for each additional completed year of service, up to a total maximum of eighteen months. Mr. Galbraith will also be eligible for continuation of group health and dental benefits through the applicable notice period to the extent permitted by any applicable benefit plan; |
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
| • | In the event of termination on death or disability, as defined in our long-term disability plan or policy then in effect with respect to him, Mr. Galbraith, or his estate, will receive (x) a lump sum payment equal to the difference between (1) eighteen months of base salary plus target annual cash bonus as of the date of death or disability and (2) the amount that Mr. Galbraith or his estate will receive as a result of death or disability under our applicable insurance policies in effect as of the date of termination, (y) group extended health and dental benefits continuation for his surviving family members for eighteen months (or lump sum payment for the premium costs of such benefits in lieu thereof), and (z) full vesting acceleration of all unvested and outstanding stock options or other equity grants made to Mr. Galbraith as of the date of death or disability; |
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
| • | If Mr. Galbraith’s employment is terminated by us without cause on or within twelve months following, or within three months prior to, a change of control (as defined in the Galbraith Employment Agreement), Mr. Galbraith will be eligible to receive (x) a lump sum payment of eighteen months of base salary and 100% of target annual cash bonus as of the date of termination, (y) group extended health and dental benefits continuation as of the date of termination for eighteen months (or lump sum payment for the premium costs of such benefit plans in lieu thereof) and (z) full vesting acceleration of all unvested and outstanding stock options or other equity grants as of the date of termination. Such payments will be subject to Mr. Galbraith entering into a valid settlement agreement with us; and |
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
| • | In addition, the Galbraith Employment Agreement requires Mr. Galbraith, among other things, not to compete, either directly or indirectly, with us while employed by us and for up to six months following the termination of his employment with us. The Galbraith Employment Agreement also requires Mr. Galbraith not to solicit our employees or consultants to terminate their relationship with us while he is employed by us and for up to one year following the termination of his employment with us. |
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
In January 2026, Ms. Leone Patterson ceased to serve in the positions of Executive Vice President, Chief Business Officer and Chief Financial Officer, including as principal financial officer and principal accounting officer. In connection with Ms. Patterson’s separation, Mr. Galbraith was appointed interim Chief Financial Officer and continued in his roles as Chair of the Board, President and Chief Executive Officer and assumed the duties of principal financial officer and principal accounting officer. The compensatory and other material terms of Mr. Galbraith’s employment with the Company were unchanged in connection with his appointment as interim Chief Financial Officer, principal financial officer and principal accounting officer. Paul A. Moore. On July 18, 2022, the Company and our subsidiary ZBI entered into an employment agreement with Dr. Moore setting forth the terms and conditions of his employment as Chief Scientific Officer of the Company (the “Initial Employment Agreement”). In connection with Dr. Moore’s planned relocation from the United States to Canada, the Company and our subsidiary Zymeworks BC entered into an amended and restated employment agreement with Dr. Moore in July 2023 (the “Moore Employment Agreement”) that supersedes and replaces the Initial Employment Agreement. The Moore Employment Agreement does not have a stated term. Pursuant to the Moore Employment Agreement, Dr. Moore is entitled to the following compensation and benefits:
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
| • | An annual base salary of $465,000, with eligibility to earn an annual discretionary bonus of up to 45% of his annual base salary, based upon the achievement of certain Company goals determined by the board of directors. Dr. Moore’s current annual base salary is $525,000 and his target annual discretionary bonus remains at 45% of his annual base salary; |
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
| • | Eligibility to participate in our employee benefit plans, policies and arrangements, as well as reimbursement for certain fees and costs related to membership in certain professional associations and professional development; |
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
| • | Reimbursement of relocation expenses up to a maximum of $200,000, grossed-up to offset the impact of any taxes on such payment, for reasonable and customary moving expenses that Dr. Moore incurs within eighteen months of his July 18, 2022 start date in connection with his relocation to the Vancouver, British Columbia metropolitan area, as contemplated in the Initial Employment Agreement. |
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
| • | A tax equalization payment if Dr. Moore is subject to income taxation in Canada in a given year equal to the difference between (i) the sum of total Canadian taxes plus any U.S. federal, state and local income taxes, that Dr. Moore is or would be obligated to pay for an applicable tax year, and (ii) the amount of U.S. federal, state and local tax liability had Dr. Moore worked in the United States for the entire tax year. Any tax equalization payment will be grossed-up to offset the impact of taxes on such payment. |
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
| • | Provision of tax preparation support or reimbursement of up to $5,000 per year for additional tax preparation expenses of Dr. Moore for a period of two years from his relocation to the Vancouver, British Columbia metropolitan area. |
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
| • | If we terminate Dr. Moore’s employment without cause during his first three years of employment, then Dr. Moore will be eligible to receive twelve months of notice or the equivalent of twelve months of base salary as of the date notice is given, or any combination thereof that totals twelve months of combined notice and base salary. Commencing in the fourth year of his employment, if we terminate Dr. Moore’s employment without cause, Dr. Moore will be eligible to receive an additional one month of notice or the equivalent of one month of base salary as of the date notice is given, or any combination thereof, for each additional completed year of service, up to a total maximum of eighteen months. Dr. Moore will also be eligible for continuation of group health and dental benefits through the applicable notice period to the extent permitted by any applicable benefit plan. Such payments will be subject to Dr. Moore entering into a valid separation and release agreement with us; |
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
| • | If Dr. Moore’s employment is terminated by us without cause on or within twelve months following a change of control (as defined in the Moore Employment Agreement), Dr. Moore will be eligible to receive as severance (x) eighteen months continued base salary following termination, (y) group extended health and dental benefits as of the date of termination for eighteen months, and (z) full vesting acceleration of all unvested and outstanding stock options or other equity grants as of the date of termination. Such payments will be subject to Dr. Moore entering into a valid separation and release agreement with us; and |
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
| • | In addition, the Moore Employment Agreement requires Dr. Moore, among other things, not to compete, either directly or indirectly, with us while employed by us and for up to six months following the termination of his employment with us. The Moore Employment Agreement also requires Dr. Moore not to solicit our employees to terminate their relationship with us while he is employed by us and for up to one year following the termination of his employment with us. |
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
In addition, if any of the payments or benefits provided for under the Moore Employment Agreement employment agreement or otherwise payable to Dr. Moore would constitute “parachute payments” within the meaning of Section 280G of the Code and would be subject to the related excise tax, he would be entitled to receive either full payment of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to him. The Moore Employment Agreement does not require us to provide any tax gross-up payments to him. Jeffrey Smith. Prior to Dr. Smith’s retirement, Dr. Smith was subject to an employment agreement with our subsidiary Zymeworks Pharmaceuticals Limited dated January 3, 2023 (the “Smith Employment Agreement”). The Smith Employment Agreement set forth the terms and conditions of his employment as our then Senior Vice President, Early-Stage Development. Dr. Smith was subsequently promoted to Executive Vice President and Chief Medical Officer in January 2024. The Smith Employment Agreement did not have a stated term. Effective January 31, 2026, Dr. Smith retired from his position as Executive Vice President and Chief Medical Officer of the Company and his employment terminated effective January 31, 2026. In January 2026, Dr. Smith entered into a severance agreement (the “Smith Severance Agreement”) and a consultancy agreement (the “Smith Consultancy Agreement”), each described in greater detail below. The Smith Employment Agreement provided for the following compensation and benefits to Dr. Smith:
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
| • | An annual base salary of $425,000, with eligibility to earn an annual discretionary bonus of up to 35% of his annual base salary, based upon the achievement of certain Company goals determined by the board of directors. With respect to 2025, Dr. Smith’s annual base salary was $485,000 and he was eligible to earn a discretionary bonus of up to 45% of his annual base salary; |
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
| • | Eligibility to participate in Company employee benefit plans, policies and arrangements; |
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
| • | An annual contribution of €2,500 towards Dr. Smith’s membership in a health insurance program; |
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
| • | In the event of termination of Dr. Smith’s employment without cause during his first three years of employment, then Dr. Smith would be eligible to receive twelve months of notice or the equivalent of nine month’s base salary plus three months’ notice as of the date notice is given, or any combination thereof that totals twelve months of combined notice and base salary. Commencing in the fourth year of his employment, in the event of termination of Dr. Smith’s employment without cause, Dr. Smith would have been eligible to receive an additional one month of notice or the equivalent of one month of base salary as of the date notice is given, or any combination thereof, for each additional completed year of service, up to a total maximum of fifteen months plus three months’ notice. Any such payments would have been subject to Dr. Smith entering into a valid separation and release agreement with us; and |
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
| • | In the event of termination of Dr. Smith’s employment by us without cause on or within twelve months following a change of control (as defined in the Smith Employment Agreement), Dr. Smith would be eligible to receive as severance (x) eighteen months continued base salary following termination, or the equivalent of fifteen months of base salary plus three months’ notice, and (y) full vesting acceleration of all unvested and outstanding stock options or other equity grants as of the date of termination. Any such payments would have been subject to Dr. Smith entering into a valid separation and release agreement with us. |
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
On January 6, 2026, Zymeworks Pharmaceuticals Limited and Dr. Smith entered into the Smith Severance Agreement providing for a release of claims by Dr. Smith in exchange for certain benefits, including continued payment of Dr. Smith’s current base salary for twelve months following his termination date. On January 31, 2026, Zymeworks Pharmaceuticals Limited and Dr. Smith entered into the Smith Consultancy Agreement, providing for Dr. Smith’s receipt of a retainer fee equal to $10,000 per month (exclusive of any value added tax) in exchange for up to fifteen hours per month of services as an outside advisor on strategic planning and guidance, which agreement would terminate on January 31, 2027 unless earlier terminated pursuant to its terms. The agreement also provided for continued vesting of Dr. Smith’s equity awards during the term of the Consultancy Agreement per the pre-existing terms of such equity awards. In March 2026, the Company amended the terms of Dr. Smith’s equity awards to provide that they would fully vest upon Dr. Smith’s death or Incapacity (as defined under the Amended and Restated Stock Option and Equity Compensation Plan). The equity awards fully vested upon Dr. Smith’s death later in March 2026. Chief Financial Officer Employment Arrangements Leone Patterson. Prior to Ms. Patterson’s separation from employment with us, Ms. Patterson was subject to an employment agreement with our subsidiary ZBI dated July 19, 2024 and effective September 1, 2024 (the “Patterson Employment Agreement”). The Patterson Employment Agreement set forth the terms and conditions of her employment as Executive Vice President, Chief Business Officer and Chief Financial Officer of the Company and did not have a stated term. In January 2026, Ms. Patterson was removed from her position as Executive Vice President, Chief Business Officer and Chief Financial Officer of the Company and her employment was terminated without cause effective January 31, 2026. Ms. Patterson and ZBI entered into a separation agreement and release (the “Patterson Separation Agreement”) on February 1, 2026 that contained a release of claims in favor of the Company and requires Ms. Patterson’s compliance with certain ongoing covenants, and which provides Ms. Patterson with the severance and payments described under the Patterson Employment Agreement that apply in connection with a termination without cause, as described in greater detail below. The Patterson Employment Agreement provided for the following compensation and benefits for Ms. Patterson:
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
| • | An annual base salary of $485,000, with eligibility to earn an annual discretionary bonus of up to 45% of her annual base salary, based upon the achievement of certain Company goals determined by the board of directors; |
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
| • | Eligibility to participate in Company employee benefit plans, policies and arrangements, as well as reimbursement for certain fees and costs related to membership in certain professional associations and professional development; |
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
| • | Signing bonus of $50,000, which would have been repayable in full to ZBI within 30 days of Ms. Patterson’s employment termination date if her employment had been terminated for Cause (as defined in the Patterson Employment Agreement) or by Ms. Patterson for any reason, in either case, within one year of the effective date of the Patterson Employment Agreement; |
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
| • | Options, which were granted to Ms. Patterson in 2024, to purchase 360,000 shares of our common stock at an exercise price per share equal to the fair market value on the date of grant. 25% of the Options vested and become exercisable on the one-year anniversary of the date of grant, and thereafter 1/36th of the remaining Options vested on the last day of each month, until Ms. Patterson’s separation; |
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
| • | In the event of termination of Ms. Patterson’s employment without cause during her first three years of employment, then Ms. Patterson would be eligible to receive twelve months of notice or the equivalent of twelve months of base salary as of the date notice is given, or any combination thereof that totals twelve months of combined notice and base salary. Commencing in the fourth year of her employment, in the event of termination of Ms. Patterson’s employment without cause, Ms. Patterson would have been eligible to receive an additional one month of notice or the equivalent of one month of base salary as of the date notice is given, or any combination thereof, for each additional completed year of service, up to a total maximum of eighteen months. Ms. Patterson also became eligible for continuation of group health and dental benefits through the applicable notice period to the extent permitted by any applicable benefit plan. Any such payments would have been subject to Ms. Patterson entering into a valid separation and release agreement with us; |
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
| • | In the event of termination of Ms. Patterson’s employment by us without cause on or within twelve months following a change of control (as defined in the Patterson Employment Agreement), Ms. Patterson would be eligible to receive as severance (x) eighteen months continued base salary following termination, (y) group extended health and dental benefits as of the date of termination for eighteen months, and (z) full vesting acceleration of all unvested and outstanding stock options or other equity grants as of the date of termination. Any such payments would have been subject to Ms. Patterson entering into a valid separation and release agreement with us. |
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
In addition, if any of the payments or benefits provided for under the Patterson Employment Agreement or otherwise payable to Ms. Patterson would constitute “parachute payments” within the meaning of Section 280G of the Code and would be subject to the related excise tax, she would have been entitled to receive either full payment of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to her. The Patterson Employment Agreement did not require us to provide any tax gross-up payments to her. On February 1, 2026, ZBI and Ms. Patterson entered into the Patterson Separation Agreement providing for severance payments and benefits consistent with the terms of the Patterson Employment Agreement, in exchange for a release of claims by Ms. Patterson and compliance with certain ongoing covenants, including:
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
| • | Continued payment of Ms. Patterson’s current base salary for twelve months following her separation date; and |
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
| • | Reimbursement of premiums for continued group health coverage under COBRA for twelve months following the separation date, or until Ms. Patterson obtains health insurance coverage through another employer. |
Executive Employment Arrangements and Potential Payments upon Termination or Change in Control
Equity Compensation Plan Information Under our Original Plan, upon a transaction in which equity securities representing more than 66 2/3% of our common stock are sold (a “
Pay Versus Performance
Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on TSR(4) ($) | Net Income ($ Thousands) | | 2025 | 6,613,180 | 17,844,947 | 2,199,494 | 5,303,855 | 334.99 | (81,130) | | 2024 | 5,492,157 | 8,422,245 | 2,447,393 | 3,417,042 | 186.26 | (122,695) | | 2023 | 3,374,876 | 4,374,585 | 1,666,596 | 2,084,555 | 132.19 | (118,674) |
Pay Versus Performance
| (1) Kenneth Galbraith was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
Pay Versus Performance
| 2023 | 2024 | 2025 | | Paul Moore | Paul Moore | Paul Moore | | Neil Klompas | Leone Patterson | Jeffrey Smith | | Chris Astle | | |
Pay Versus Performance
| (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
Pay Versus Performance
| (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. |
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock and Option Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2025 | 6,613,180 | (4,904,805) | 16,136,572 | 17,844,947 |
Pay Versus Performance
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 2,199,494 | (1,349,822) | 4,454,183 | 5,303,855 |
Pay Versus Performance
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Pay Versus Performance
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO ($) | Total- Inclusion of Equity Values for PEO ($) | | 2025 | 10,495,599 | 4,151,398 | — | 1,489,575 | — | — | 16,136,572 |
Pay Versus Performance
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non- PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 2,887,778 | 1,488,967 | — | 77,438 | — | — | 4,454,183 |
Pay Versus Performance
| (4) Assumes $100 was invested in the Company for the period starting December 31, 2022, through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance. |
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSR over the three most recently completed fiscal years for the Company.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the three most recently completed fiscal years.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The written charter of our compensation committee provides that the compensation committee will review compensation for members of our board of directors on at least an annual basis, taking into account their responsibilities and time commitment and information regarding the compensation paid at peer companies. The compensation committee will make recommendations to our board of directors with respect to changes to our approach to director compensation as it considers appropriate. From time to time, the compensation committee works with Aon to update prior competitive assessments of our board of director compensation program.
Board Annual Assessment of Non-Employee Director Compensation
Board Annual Assessment of Non-Employee Director Compensation In December 2024, the board of directors, upon advice from its independent compensation consultants and recommendation from the compensation committee following its annual assessment of the board of directors’ compensation program, approved certain changes to the cash and equity compensation of non-employee directors, which changes adjust the board of directors’ compensation program to more closely align with the non-employee director compensation practices of the Company’s peer group as described below. In September 2025, the board of directors adopted stock ownership guidelines for our non-management directors (other than those representing or affiliated with greater than ten percent stockholders). The Stock Ownership Guidelines are discussed above under “Executive Compensation – Stock Ownership Guidelines.” In January 2026, the board of directors, upon advice from its independent compensation consultants and recommendation from the compensation committee following its annual assessment of the board of directors’ compensation program, approved certain changes to the cash and equity compensation of non-employee directors, to adjust the board of directors’ compensation program to further align with the non-employee director compensation practices of the Company’s peer group at that time.
Director Compensation Table
Director Compensation Table The following table presents the compensation awarded to, earned by or paid to our directors (other than Mr. Galbraith, whose compensation is provided in the Summary Compensation Table above) for the year ended December 31, 2025. Mr. Cherry is not included in the table as he did not become a director until January 2026. We do not currently have director compensation in the form of share-based awards (other than stock options and restricted stock units), non-equity incentive plan compensation or non-qualified deferred compensation.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2)(3) | All Other Compensation | Total ($) | | Carlos Campoy | 65,000 | — | — | 65,000 | | Alessandra Cesano | 51,875 | — | — | 51,875 | | Gregory A. Ciongoli(4) | 22,500 | 463,154 | | 485,654 | | Troy M. Cox(5) | 33,333 | — | — | 33,333 |
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2)(3) | All Other Compensation | Total ($) | | Nancy Davidson(6) | 50,417 | 174,474 | — | 224,891 | | Neil Gallagher(6) | 50,417 | 227,743 | — | 278,160 | | Robert E. Landry(7) | 22,083 | 463,154 | — | 485,237 | | Susan Mahony | 80,000 | — | — | 80,000 | | Derek J. Miller(6) | 55,000(8) | 49,129 | — | 104,129 | | Kelvin Neu(9) | 53,750 | — | — | 53,750 | | Oleg Nodelman(10) | — | — | — | — | | Scott Platshon(11) | — | — | — | — |
Director Compensation Table
| (1) For directors Gregory A. Ciongoli and Robert E. Landry, the amounts set forth in this column reflect the aggregate grant date fair value for option awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation. See Note 2 – “Notes to Consolidated Financial Statements – Summary of Significant Accounting Policies – Stock-Based Compensation” and Note 10(e) – “Notes to Consolidated Financial Statements – Stockholders’ Equity Stock-Based Compensation” included in our Annual Report on Form 10-K for our year ended December 31, 2025. |
Director Compensation Table
| (2) As of December 31, 2025, directors and former directors held the following number of options to purchase Company common shares: (i) Mr. Campoy, 118,000; (ii) Dr. Cesano, 105,000; (iii) Mr. Ciongoli, 62,000; (iv) Mr. Cox, 133,500; (v) Dr. Davidson, 105,000; (vi) Dr. Gallagher, nil; (vii) Mr. Landry, 62,000; (viii) Dr. Mahony, 141,000; (ix) Mr. Miller, nil; (x) Dr. Neu, 102,000; (xi) Mr. Nodelman, nil; and (xii) Mr. Platshon, 167,000. |
Director Compensation Table
| (3) The Company made annual awards under the Company’s Amended and Restated Director Compensation Policy (discussed below) in January 2026. Due to the date in which they were made, these awards are not reported in this table and will be reported as compensation in 2026. |
Director Compensation Table
| (4) Mr. Ciongoli joined the Company’s board of directors effective August 10, 2025. |
Director Compensation Table
| (5) Mr. Cox resigned from the Company’s board of directors effective August 9, 2025. |
Director Compensation Table
| (6) In November 2025, Dr. Nancy Davidson, Dr. Neil Gallagher, and Mr. Derek Miller submitted their resignations from their positions as members of our board of directors, including from any committee thereof, effective as of November 6, 2025. In recognition of their valuable service, the board of directors accelerated 28,778 option awards held by Dr. Davidson, 34,495 option awards held by Dr. Gallagher and 8,334 option awards held by Mr. Miller. Under ASC Topic 718, the acceleration was treated as a modification of the terms of outstanding option awards. The “Option Awards” column includes the incremental fair value of the modified award equal to $174,474, $227,743 and $49,129, for Dr. Davidson, Dr. Gallagher and Mr. Miller respectively, computed as of the modification date, compared with the fair value of the award immediately prior to the modification, computed in accordance with ASC Topic 718. |
Director Compensation Table
| (7) Mr. Landry joined the Company’s board of directors effective August 10, 2025. |
Director Compensation Table
| (8) Due to a clerical error, in 2024 Mr. Miller received $417 more than he was entitled to under the Company’s non-employee director compensation policy. This inadvertent overpayment was subsequently corrected by withholding such overpaid amounts from the amounts he was owed for service as a director in 2025. |
Director Compensation Table
| (9) Dr. Neu joined the Company’s board of directors in March 2020. Dr. Neu was an employee of Baker Bros. Advisors LP until January 2021. Pursuant to the terms of Dr. Neu’s employment by Baker Brothers Advisors LP, the options granted to him in 2020 were, and will continue to be, beneficially owned by Baker Bros. Advisors LP. |
Director Compensation Table
| (10) Mr. Nodelman joined the Company’s board of directors in February 2025. Mr. Nodelman waived his entitlement to cash and equity compensation otherwise payable to him pursuant to the Company’s non-employee director compensation policy. |
Director Compensation Table
| (11) Mr. Platshon waived his entitlement to cash and equity compensation otherwise payable to him pursuant to the Company’s non-employee director compensation policy. Mr. Platshon resigned from the Company’s board of directors effective November 16, 2025. Following his resignation, Mr. Platshon was appointed Acting Chief Investment Officer of the Company on a part-time basis in November 2025, and then |
Director Compensation Table
| Executive Vice President and Chief Business Officer on a full-time basis in April 2026. The terms of his employment are described under “Proposal 1 – Election of Directors – Certain Relationships and Related Transactions.” |