DEF 14A of Zentalis Pharmaceuticals, Inc., Apr 29, 2024

DEF 14A of Zentalis Pharmaceuticals, Inc.

Filed Apr 29, 2024 · FY20230001725160-24-000096

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS In accordance with our Certificate of Incorporation, the Board is divided into three classes. We currently have six directors on our Board, with two directors in each of Classes I, II and III. One class is elected each year at the annual meeting of stockholders for a term of three years. Kimberly Blackwell, M.D., and Enoch Kariuki, Pharm.D., are the Class I directors whose terms expire at the 2024 Annual Meeting of Stockholders. On the recommendation of the Nominating and Corporate Governance Committee of the Board, or the Nominating Committee, the Board's nominees for election by the stockholders as the Class I directors are the two current Class I directors: Dr. Blackwell and Dr. Kariuki. If elected, each Class I nominee will serve until the 2027 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. Our Certificate of Incorporation and Bylaws provide that the authorized number of directors may be changed from time to time by the Board. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Vacancies or newly created directorships on the Board are filled exclusively by the affirmative vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director, unless the Board determines by resolution that any such vacancy or newly created directorship shall be filled by the stockholders. A director elected to fill a vacancy will hold office until the next election of the class for which such director shall have been chosen, subject to the election and qualification of a successor and to such director’s earlier death, resignation or removal. Our directors may be removed only for cause and only by the affirmative vote of the holders of at least two-thirds of our outstanding voting stock entitled to vote in the election of directors. If you submit a proxy but do not indicate any voting instructions, then the persons named as proxies will vote the shares of Common Stock represented thereby for the election as a Class I director of the person whose name and biography appears below. In the event that either of Dr. Blackwell or Dr. Kariuki should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board, or the Board may elect to reduce its size. The Board has no reason to believe that either of Dr. Blackwell or Dr. Kariuki will be unable to serve if elected. Each of Dr. Blackwell and Dr. Kariuki has consented to being named in this Proxy Statement and to serve if elected.

  2. Nominees for Class I Directors (terms to expire at the 2027 Annual Meeting of Stockholders)

    Nominees for Class I Directors (terms to expire at the 2027 Annual Meeting of Stockholders) The names of the nominees for Class I directors and certain information about each nominee are set forth below:

  3. Nominees for Class I Directors (terms to expire at the 2027 Annual Meeting of Stockholders)

    | Name | Age | Served as a Director Since | Position with Zentalis | | Kimberly Blackwell, M.D. | 55 | 2020 | Class I Director, Chief Executive Officer | | Enoch Kariuki, Pharm.D. | 42 | 2021 | Class I Director |

  4. Nominees for Class I Directors (terms to expire at the 2027 Annual Meeting of Stockholders)

    The biographical information about the nominees for director is set forth below. Kimberly Blackwell, M.D. Kimberly Blackwell, M.D., has served as our Chief Executive Officer since May 2022 and as a member of our Board since July 2020. Prior to joining Zentalis as Chief Executive Officer, Dr. Blackwell served as the Chief Medical Officer and Senior Vice President, Oncology Clinical Development, at Tempus Labs, Inc., a technology company advancing precision medicine through the practical application of artificial intelligence in healthcare, a position she held from March 2020 to May 2022. From March 2018 to March 2020, Dr. Blackwell served as the Vice President of Early-Stage Oncology and Immuno-oncology at Eli Lilly and Company (NYSE: LLY), where she led clinical teams advancing early phase therapeutics. From June 2000 to March 2018, Dr. Blackwell was a Professor at Duke University, where she oversaw the women’s cancer program. Dr. Blackwell has been serving as a member of the Board of Directors of Susan G. Komen since March 2024, as a member of the Board of Directors of Monte Rosa Therapeutics, Inc. (Nasdaq: GLUE) since May 2020, as a member of the Board of Directors of Century Therapeutics, Inc. (Nasdaq: IPSC) since June 2021, and as a member of the Board of Directors of Fore Biotherapeutics, Inc., a private precision oncology company, since September 2021. Dr. Blackwell received an M.D. from Mayo Medical School and a B.A. in Bioethics from Duke University. We believe Dr. Blackwell’s extensive experience in life sciences, including advancing oncology in academic and commercial institutions and in preclinical and clinical settings, qualifies her to serve on our Board. Enoch Kariuki, Pharm.D. Enoch Kariuki, Pharm.D., has served as a member of our Board since February 2021. Dr. Kariuki has served as President of Endeavor BioMedicines, Inc., or Endeavor, a clinical-stage biotechnology company developing novel therapies for fibrosis and oncology, since March 2024. In addition, Dr. Kariuki is a general partner at Velosity Capital, a position he has held since March 2021. Previously, from June 2021 to January 2022, Dr. Kariuki served as Chief Executive Officer of Lengo Therapeutics, Inc., or Lengo, a precision oncology company that was acquired by Blueprint Medicines Corporation (Nasdaq: BPMC). Prior to Lengo, Dr. Kariuki served as Chief Financial Officer of VelosBio Inc., an oncology-focused biopharmaceutical company, from July 2020 until its acquisition by Merck & Co., Inc. (NYSE: MRK), or Merck, in December 2020. From June 2018 to February 2020, Dr. Kariuki served as Senior Vice President, Corporate Development at Synthorx, Inc., a clinical stage biotechnology company that was acquired by Sanofi (Nasdaq: SNY). From 2014 to April 2018, Dr. Kariuki served as Vice President at H.I.G. Capital, a private equity and alternative assets investment firm. Dr. Kariuki has been a member of the Board of Directors of ProfoundBio US Co., a clinical-stage oncology company, since February 2024. Dr. Kariuki also served as a member of the Board of Directors of Endeavor from December 2023 until March 2024, when he transitioned to the role of President, and as a member of the Board of Directors and Chairperson of the Audit Committee of Imago Biosciences, Inc., a biopharmaceutical company, from February 2021 until it was acquired by Merck in January 2023. Dr. Kariuki received an M.B.A. from the Tuck School of Business at Dartmouth and a Pharm.D. from Texas Southern University. We believe Dr. Kariuki’s experience as a senior executive at large and small commercial and clinical-stage life sciences companies qualifies him to serve on our Board.

  5. Continuing Members of the Board

    Continuing Members of the Board

  6. Class II Directors (terms to expire at the 2025 Annual Meeting of Stockholders)

    Class II Directors (terms to expire at the 2025 Annual Meeting of Stockholders) The current members of our Board who are Class II directors are as follows:

  7. Class II Directors (terms to expire at the 2025 Annual Meeting of Stockholders)

    | Name | Age | Served as a Director Since | Position with Zentalis | | Cam Gallagher | 54 | 2014 | Class II Director, President, Interim Chief Financial Officer, Interim Treasurer | | Karan Takhar | 33 | 2017 | Class II Director |

  8. Class II Directors (terms to expire at the 2025 Annual Meeting of Stockholders)

    The biographical information about the Class II directors is set forth below.

  9. Cam Gallagher

    Cam Gallagher Cam Gallagher has served as our Interim Chief Financial Officer and Interim Treasurer since April 2024, our President since May 2022 and as a member of our Board since our founding in December 2014. Mr. Gallagher served as the Chief Business Officer at Immusoft Corp, or Immusoft, a preclinical gene therapy company, from April 2018 to May 2022, and as a member of Immusoft’s Board of Directors from December 2022 to March 2024. From October 2016 to June 2019, Mr. Gallagher served as the Head of Corporate Development and as a member of the Board of Directors of Oncternal Therapeutics, Inc. (Nasdaq: ONCT), a clinical stage, oncology biopharmaceutical company, and from 2014 to 2016, he served as the Chief Business Officer and as a member of the Board of Directors of RetroSense Therapeutics, LLC, a gene therapy company, until its acquisition by Allergan plc. Mr. Gallagher also served as the Chief Business Officer of Kalyra Pharmaceuticals, Inc., or Kalyra, from July 2013 to January 2024. Mr. Gallagher has been a member of the Board of Directors of Ocuphire Pharma, Inc. (Nasdaq: OCUP), a clinical stage ophthalmology company, since November 2020 and currently serves as Chairman of the Board of Directors. Mr. Gallagher has also served as a member of the Board of Directors of Healios K.K. (TSE: 4593) from March 2022 to March 2023, as a member of the Board of Directors of selectION, Inc. since July 2018, as a managing member of Recurium IP Holdings, LLC, or Recurium IP, since October 2017, and as managing director of Nerveda, LLC, a life science seed fund he co-founded, since September 2007. He also served as a member of the Board of Directors of Ray Therapeutics, Inc., a biotechnology company specializing in optogenetics gene therapies, from February 2021 to May 2023, and as a member of the Board of Directors of VelosBio Inc., an oncology-focused biopharmaceutical company, from December 2017 until its acquisition by Merck & Co., Inc. (NYSE: MRK) in December 2020. In addition, Mr. Gallagher has served on the Board of the Moores Cancer Center at UC San Diego Health since May 2019. Mr. Gallagher received an M.B.A. from the University of San Diego and a B.S. in Business Administration from Ohio University. We believe Mr. Gallagher’s deep operational and transactional experience and expertise in the life sciences industry qualifies him to serve on our Board.

  10. Karan Takhar

    Karan Takhar Karan Takhar has served as a member of our Board since December 2017. Mr. Takhar currently serves as Senior Managing Director and head of Life Sciences investing at Matrix Capital Management Company, L.P., or Matrix, an investment fund focused on technology and life sciences, a position he has held since February 2021. From August 2013 to January 2021, Mr. Takhar held roles of increasing responsibility at Matrix, including the role of Managing Director from January 2017 to January 2021. Mr. Takhar has served as a member of the Board of Directors of Aura Biosciences, Inc. (Nasdaq: AURA) since March 2021. Mr. Takhar also currently serves as a member of the Boards of Directors of numerous private companies, including Endeavor BioMedicines, Inc., Bardavon Health Innovations LLC, Encoded Therapeutics Inc., ElevateBio LLC, Koneksa Health Inc. and Palleon Pharmaceuticals Inc. Mr. Takhar received a B.S. in Economics and Mathematics from the Massachusetts Institute of Technology. We believe Mr. Takhar’s broad operational and transactional experience as an investor in the life sciences industry qualifies him to serve on our Board.

  11. Class III Directors (terms to expire at the 2026 Annual Meeting of Stockholders)

    Class III Directors (terms to expire at the 2026 Annual Meeting of Stockholders) The current members of our Board who are Class III directors are as follows:

  12. Class III Directors (terms to expire at the 2026 Annual Meeting of Stockholders)

    | Name | Age | Served as a Director Since | Position with Zentalis | | David Johnson | 59 | 2020 | Class III Director, Chairperson | | Jan Skvarka, Ph.D. | 57 | 2022 | Class III Director |

  13. Class III Directors (terms to expire at the 2026 Annual Meeting of Stockholders)

    The biographical information about the Class III directors is set forth below.

  14. David Johnson

    David Johnson David Johnson has served as a member of our Board since January 2020 and as our Chairperson since May 2022. Mr. Johnson also served as our Lead Independent Director from April 2020 to May 2022. Mr. Johnson is Chief Executive Officer and a member of the Board of Directors of Solve Therapeutics, Inc., a venture backed start-up focused on developing next generation mAb based oncology therapeutics, a position he has held since July 2021. In addition, Mr. Johnson is a general partner at Velosity Capital, a position he has held since January 2022. Previously, Mr. Johnson served as Chief Executive Officer of VelosBio Inc., an oncology-focused biopharmaceutical company that he founded in 2017, which was acquired by Merck & Co., Inc. (NYSE: MRK) in December 2020. From 2013 to 2016, Mr. Johnson served as Chief Executive Officer of Acerta Pharma, LLC, an oncology-focused pharmaceutical company, which is now a member of the AstraZeneca Group (Nasdaq: AZN). Mr. Johnson has served as a member of the Board of Directors of Aura Biosciences, Inc., or Aura, a biopharmaceutical company, since January 2021, and as Chairman of Aura since March 2021, as a member of the Board of Directors of Palleon Pharmaceuticals Inc., a biopharmaceutical company, since August 2021, and as a member of the Board of Directors of Sudo Biosciences, Inc., a biopharmaceutical company, since January 2021. Mr. Johnson has also served as the Chairman of the Board of Directors of Lengo, from March 2021 until it was acquired by Blueprint Medicines Corporation (Nasdaq: BPMC) in December 2021. Mr. Johnson received a B.A. in Economics from Indiana University. We believe Mr. Johnson’s extensive and diverse expertise in the life sciences industry, including as an experienced executive of clinical-stage companies, qualifies him to serve on our Board. Jan Skvarka, Ph.D. Jan Skvarka, Ph.D., has served as a member of our Board since September 2022. From September 2019 to November 2021, Dr. Skvarka was the President, Chief Executive Officer, and a member of the Board of Directors of Trillium Therapeutics Inc., a publicly traded, clinical-stage immuno-oncology company, which was acquired by Pfizer Inc. (NYSE: PFE) in November 2021. From 2014 to January 2019, Dr. Skvarka served as the President, Chief Executive Officer, and a member of the Board of Directors of Tal Medical Inc., a clinical-stage neuroscience company. Previously, Dr. Skvarka was a partner in the life sciences practice at Bain & Company in Boston, Massachusetts, and a manager at Price Waterhouse, Corporate Finance in London, United Kingdom, and Vienna, Austria. Dr. Skvarka has served as Chairman of DEM Biopharma, Inc. since March 2024, having previously served as Executive Chairman from March 2022 to March 2024, as a member of the Board of Directors of Monte Rosa Therapeutics, Inc. (Nasdaq: GLUE) since March 2023, and as Executive Chairman of GentiBio, Inc. from June 2022 to November 2022. Dr. Skvarka is currently serving as a program advisor for the M.S./M.B.A. Biotechnology Life Sciences program at Harvard Business School. Dr. Skvarka holds an M.B.A. from Harvard Business School and a Ph.D. in Economics from the University of Economics in Slovakia. We believe Dr. Skvarka is qualified to serve on our Board due to his operational, strategic, and financial experience in the biopharmaceutical industry.

  15. Key Compensation Decisions and Actions in 2023

    Key Compensation Decisions and Actions in 2023 In 2023, one of the primary goals of our named executive officer compensation policies and programs was to effectively link executive pay to Company performance. Specific elements of our named executive officer compensation program that demonstrate our pay-for-performance philosophy include: •Annual adjustments to named executive officer base salaries to reflect each named executive officer's performance and contributions as well as our effort to maintain reasonable positioning relative to our peer companies. •We provide a portion of our named executive officer compensation in the form of short-term incentive compensation (annual cash bonuses), which are based entirely on corporate performance goals established by the Board. Our executives make strategic decisions that influence the Company's annual and long-term performance, and we believe it is appropriate to reward performance against achievement of corporate performance goals. •We provide a significant portion of our named executive officer compensation in the form of long-term incentive compensation (stock options and restricted stock units, or RSUs) that vest over time. These equity awards align the interests of our named executive officers with our stockholders, as the value received by our executives upon vesting or exercise of these awards is directly tied to the value of our stock. Specifically, stock options provide value to our named executive officers only if our stock price increases following the date of grant, directly linking the interest of our named executive officers with those of our stockholders. The primary elements of our total direct compensation program for our named executive officers and a summary of the actions taken by the Board and/or Compensation Committee during 2023 are set forth below.

  16. Key Compensation Decisions and Actions in 2023

    | Base Salary | •In January 2023, our named executive officers, other than Dr. Roth, who joined the Company following such time, received base salary increases for 2023 reflecting their performance and contributions as well as to maintain reasonable positioning relating to our peer companies. •Dr. Roth, who joined the Company in the course of 2023, received a base salary reflecting her experience and our desire to maintain reasonable positioning relative to our peer companies. •We aim for total cash compensation for our named executive officers to be above the market median, placing their salary levels between the 50th and 75th percentiles of similarly-situated executives at comparable companies based on our peer group. | | Short-Term Incentive Compensation - Annual Cash Bonus | •In January 2023, the Board approved our 2023 corporate performance goals, each with its own weighting to reflect their importance to our business. These corporate performance goals related to clinical development, our future pipeline, financial objectives and human capital management. •In January 2024, the Compensation Committee reviewed our achievements against our 2023 corporate performance goals and determined that the Company had achieved 100% of our 2023 corporate performance goals. •Our named executive officers’ annual cash bonuses, which were tied 100% to achievement of 2023 corporate performance goals, were paid out at 100% of target. | | Long-Term Incentive Compensation - Equity | •Stock options are an important vehicle for tying executive pay to performance, because they deliver future value only if the value of our Common Stock increases above the exercise price. As a result, they provide strong incentives for our named executive officers to increase the value of our Common Stock over the long term, and they tightly align the interests of our named executive officers with those of our stockholders. •RSUs are granted because they are less dilutive to our stockholders, as fewer shares of our Common Stock are granted to achieve an equivalent value relative to stock options, and because RSUs are an effective retention tool that maintain value even where the stock price declines following the grant date of such awards. •In January 2023, the Compensation Committee approved annual grants of stock options and RSUs for our named executive officers, other than Dr. Roth, who joined the Company following such time. •Dr. Roth, who commenced employment with us in the course of 2023, received stock options and RSUs in connection with her commencement of employment, as approved by the Board or the Compensation Committee. |

  17. Role of Compensation Consultant and Comparable Company Information

    Role of Compensation Consultant and Comparable Company Information The Compensation Committee is authorized to retain the services of third-party compensation consultants and other outside advisors, from time to time, to assist in its evaluation of executive compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. In 2023, the Compensation Committee retained the Compensation Consultant (defined above) for guidance in making compensation decisions. Specifically, for 2023, the Compensation Committee requested the Compensation Consultant to advise it on a variety of compensation-related issues, including: •conducting an analysis of current practices of comparable public companies to assist the Compensation Committee in developing director and executive compensation levels; •reviewing our peer group to determine whether additional or different peer companies or groups are necessary to provide appropriate information on market practices and compensation levels; •providing general information concerning director, executive and non-executive compensation trends and developments; •compensation programs for directors, executives and non-executive employees; and •stock utilization and related metrics. The Compensation Consultant did not provide any other services to us in 2023 beyond its engagement as advisor to the Compensation Committee on compensation matters, including those listed above. In determining to engage the Compensation Consultant, the Compensation Committee considered the Compensation Consultant’s independence, taking into consideration relevant factors, including the absence of other services provided to the Company and the amount of fees the Company paid to the Compensation Consultant as a percentage of its respective total revenue, the Compensation Consultant’s policies and procedures that are designed to prevent conflicts of interest, any business or personal relationship any individual compensation advisor has with an executive officer of the Company, any business or personal relationship any individual compensation advisor has with any member of the Compensation Committee and any stock of the Company owned by the Compensation Consultant or its individual compensation advisors. The Compensation Committee determined, based on its analysis in light of all relevant factors, including the factors listed above, that the work of the Compensation Consultant and its individual compensation advisors as compensation consultant to the Compensation Committee has not created any conflicts of interest, and that the Compensation Consultant is independent pursuant to the independence standards set forth in the Nasdaq listing rules promulgated pursuant to Section 10C-1 of the Exchange Act.

  18. Competitive Positioning

    Competitive Positioning The Compensation Committee reviews our peer group annually to reflect changes in market capitalization and other factors, including acquisitions, and revises the companies included in the peer group accordingly. For 2023, the Compensation Consultant assisted the Compensation Committee in identifying an appropriate peer group of companies for use as a reference when determining 2023 non-employee director and executive compensation. The peer group identified below was selected in September 2022 for purposes of setting 2023 compensation and the selection criteria identified below were measured at such date. The identified peer group consisted of 23 life sciences companies in similar phases of development as we are with the following characteristics was selected based on the following parameters and not on the basis of executive compensation levels:

  19. Competitive Positioning

    | Market Capitalization | •Generally between $0.4B to $5.0B as of the end of September 2022, the month in which our peer group was established, representing a range of approximately 0.3x to 4.1x our market capitalization at the end of September 2022. •Our market capitalization was positioned near the 37th percentile of the peers as of the end of September 2022, the month in which our peer group was established. | | Sector and Stage | •Public U.S. biopharmaceutical organizations focused on small or large molecule platforms with multiple clinical stage assets, when possible. •Emphasis on Phase 2 to 3 companies to reflect our Phase 2 stage of development at the time the peer group was selected. | | Headcount | •Generally, companies with fewer than 350 employees based on our headcount of approximately 150 employees at the end of September 2022, the month in which our peer group was established. | | Geographic Location | •Primarily focused on U.S. companies. |

  20. Competitive Positioning

    For 2023, this peer group consisted of the following companies:

  21. Competitive Positioning

    | Allogene Therapeutics, Inc. | ImmunoGen, Inc. | | Arcus Biosciences, Inc. | Kura Oncology, Inc. | | ARVINAS, Inc. | Kymera Therapeutics, Inc. | | Beam Therapeutics, Inc. | Lyell Immunopharma, Inc. | | C4 Therapeutics, Inc. | Merus N.V. | | Celldex Therapeutics, Inc. | Mirati Therapeutics, Inc. | | CRISPR Therapeutics AG | Nektar Therapeutics | | Cytokinetics Inc. | Relay Therapeutics, Inc. | | Day One Biopharmaceuticals, Inc. | Sana Biotechnology, Inc. | | Denali Therapeutics Inc. | Springworks Therapeutics, Inc. | | Erasca, Inc. | TG Therapeutics, Inc. | | Fate Therapeutics Inc. | |

  22. Competitive Positioning

    Our Compensation Committee reviewed the foregoing comparable company data in connection with its determinations of the 2023 base salaries, annual cash bonuses and equity awards for our named executive officers. The Compensation Committee does not, however, set base salaries, target annual cash bonuses and total company-issued equity ownership value at any specified percentile levels relative to the comparable company data. Instead, the Compensation Committee members are informed by the comparable company data and also rely on their judgment and experience in setting those compensation levels and making those awards. As a result, variations on this pay positioning occur from year to year. We expect that the Compensation Committee will continue to review comparable company data in connection with setting the compensation we offer our named executive officers to help ensure that our compensation programs are competitive and fair. The compensation levels of the named executive officers reflect to a significant degree the varying roles and responsibilities of such executives. As a result of the Compensation Committee’s and the Board’s assessment of each of our named executive officer’s roles and responsibilities within our Company and the market compensation data for each of these roles, there are significant compensation differentials between each of these named executive officers.

  23. Short-Term Incentive Compensation—Annual Cash Bonuses

    Short-Term Incentive Compensation—Annual Cash Bonuses Each named executive officer is also eligible for an annual cash bonus based entirely upon the achievement of pre-determined corporate performance goals approved by our Board or our Compensation Committee for a given year after consideration of recommendations and input from management and the Company’s strategic objectives. Bonus targets are established based on percentages of the executives’ respective base salaries for the relevant year, and are expected to be paid out in the first quarter of the following year. The target bonus levels and the annual cash bonuses for each of our named executive officers in 2023 were as follows:

  24. Short-Term Incentive Compensation—Annual Cash Bonuses

    | Named Executive Officer | Target Bonus (as % of Base Salary) | Actual Annual Cash Bonus Payout | | Kimberly Blackwell, M.D. | 60% | $455,000 (1) | | Cam Gallagher | 50% | $296,800 | | Andrea Paul | 45% | $206,744 | | Melissa Epperly | 45% | $232,367 | | Kevin Bunker, Ph.D. (2) | 50% | — | | Iris Roth, Ph.D. (3) | 40% | $173,790 |

  25. Short-Term Incentive Compensation—Annual Cash Bonuses

    (1) Dr. Blackwell's 2023 annual cash bonus was determined based on achievement of our 2023 corporate performance goals plus an additional discretionary amount of $34,145 in recognition of her individual contributions during 2023. (2) Dr. Bunker resigned as our Chief Scientific Officer on December 31, 2023 and received $290,063 as part of his severance benefits, which was equal to his target bonus for 2023. (3) Dr. Roth resigned as our Chief Operating Officer on October 10, 2023; however, she remained eligible for, and subsequently received, $173,790 as her 2023 annual cash bonus. The target bonus level for each of our named executive officers (other than Dr. Roth, who was not an employee of the Company in 2022) as a percentage of base salary remained unchanged from 2022. All final bonus payments to our named executive officers are determined by our Compensation Committee. The actual bonuses, awarded in any year, if any, may be more or less than the target, depending on the achievement of corporate performance goals and may also vary based on other factors at the discretion of the Compensation Committee. For 2023, each named executive officer was eligible for a performance bonus based entirely upon the achievement of the corporate performance goals approved by our Board for 2023 (as discussed in detail below). These 2023 corporate performance goals were used by our Compensation Committee in determining annual cash bonuses for our named executive officers as they represented those areas in which our named executive officers were expected to focus their efforts in 2023. In evaluating management’s performance against our 2023 corporate performance goals, our Compensation Committee determined to award a 2023 corporate performance goal achievement level of 100% relative to those goals. In January 2023, the Board approved the 2023 corporate performance goals, which are set forth in the table below. The 2023 corporate performance goals were set at levels such that achievement was not assured at the time they were established and would require a high level of effort and execution on the part of the named executive officers and others in order to achieve the goals. The level of achievement for each category of corporate objectives could range between 0% and 125%. In evaluating management’s performance against our 2023 corporate performance goals, our Compensation Committee determined to award a corporate achievement level of 100% relative to those goals. In making this determination, the Compensation Committee employed a holistic analysis that included taking into account both the extent to which the performance goals had been achieved, as reflected in the table below, the relative difficulty of achieving the goals that were met, and the market environment in 2023. This overall 100% achievement level was then used to determine each named executive officer’s 2023 annual cash bonus.

  26. Short-Term Incentive Compensation—Annual Cash Bonuses

    | Goal | Allocation | Actual Level of Achievement | | Clinical Development •Achieve certain clinical, translational and budgetary goals with respect to our product candidates, azenosertib and ZN-d5 | 50% | 100% | | Future Pipeline •Achieve certain key objectives for our preclinical programs | 20% | 75% | | Finance •End 2023 with additional cash runway | 15% | 125% | | People •Achieve certain goals relating to employee retention, diversity, equity and inclusion, and employee performance evaluations and career development | 15% | 125% |

  27. Long-Term Incentive Compensation—Equity

    Long-Term Incentive Compensation—Equity The goals of our long-term, equity-based incentive awards are to align the interests of our named executive officers and other employees, non-employee directors and consultants with the interests of our stockholders. Because vesting is based on continued service over multiple years, our equity awards also encourage the retention of our named executive officers through the vesting period of the awards. In determining the size of the equity awards for our named executive officers, we take into account a number of internal factors, such as the relative job scope, the value of existing equity awards, individual performance history, prior contributions to us, the size of prior grants as well as comparable company information, as described below. We have had no program, plan or practice pertaining to the timing of stock option or RSU grants to named executive officers coinciding with the release of material non-public information. We use equity awards to compensate our named executive officers both in the form of initial grants in connection with the commencement of employment and annual refresher grants. Our Compensation Committee typically approves annual equity awards during the first quarter of each year. While we intend that the majority of stock awards to our employees be made pursuant to initial grants or our annual grant program, the Compensation Committee retains discretion to make equity awards to employees at other times, including in connection with the promotion of an employee, to reward an employee, for retention purposes or for other circumstances recommended by management or the Compensation Committee. Equity Vehicles Our equity awards are granted under our 2020 Incentive Award Plan, or the 2020 Plan, or our 2022 Employment Inducement Incentive Award Plan, or the 2022 Inducement Plan, using a mix of stock options and RSUs to further our goal of attracting and retaining top performers and to balance the relative advantages of different instruments. We refer to the 2020 Plan and the 2022 Inducement Plan collectively as the "Equity Plans." •Stock options are an important vehicle for tying executive pay to performance, because they deliver future value only if the value of our Common Stock increases above the exercise price. As a result, they provide strong incentives for our executive officers to increase the value of our Common Stock over the long term, and they tightly align the interests of our named executive officers with those of our stockholders. •RSUs are granted because they are less dilutive to our stockholders, as fewer shares of our Common Stock are granted to achieve an equivalent value relative to stock options, and because RSU awards are an effective retention tool that maintain value even in cases where the share price is trading lower than our stock price at the time the award is initially granted. The exercise price of each stock option grant is the fair market value of our Common Stock on the grant date, which is generally defined in our Equity Plans as the closing sales price of our Common Stock on the grant date as quoted by Nasdaq. Option awards generally vest over a four-year period either in equal monthly installments or 25% vests on the first anniversary of the vesting commencement date followed by vesting in equal monthly installments. RSU awards generally vest in four equal annual installments. From time to time, our Compensation Committee may, however, determine that a different vesting schedule is appropriate. 2023 Annual Equity Awards Generally, the Compensation Committee determines the value of each named executive officer’s annual equity awards using competitive market analysis for each role prepared by the Compensation Consultant, the recommendations of our Chief Executive Officer and President based on his or her evaluation of their individual performance (except with respect to his or her own performance), the extent to which the named executive officer is currently vested in his or her equity awards, scope and criticality of the executive officer’s role and parity in targets among executives in roles of a given level. In January 2023, the Compensation Committee approved the annual equity awards for our named executive officers in a combination of options and RSUs with approximately 60% of the shares underlying the equity awards allocated in the form of options and approximately 40% of the shares underlying the equity awards allocated in the form of RSUs. The annual equity awards granted to our named executive officers for 2023 are set forth in the “Executive Compensation Tables—2023 Grants of Plan-Based Awards Table” below, each of which vests over four years, with the RSUs vesting in four equal annual installments, and the stock options vesting in 48 equal monthly installments. 2023 New Hire and Promotion Awards Generally, the Board or the Compensation Committee determines the value of each newly hired or promoted executive officer's equity award(s) using competitive market analysis for each role prepared by the Compensation Consultant, the executive officer's experience, and scope and criticality of the executive’s role and parity in targets among executives in roles of a given level. In 2023, the Compensation Committee approved time-based stock options and RSUs pursuant to the 2020 Plan to Dr. Roth in connection with her commencement of employment. These equity awards, all of which were unvested, were forfeited in October 2023 in connection with Dr. Roth's resignation. As previously disclosed in the Company's 2023 proxy statement, in early 2023, the Compensation Committee modified Dr. Blackwell's, Mr. Gallagher's and Ms. Paul's 2022 new hire or promotion, as applicable, time-based stock options such that they vest monthly over four years from the executive's commencement of employment (or for Mr. Gallagher, from the date of his promotion to President). In addition, also as previously disclosed in the Company's 2023 proxy statement, in early 2023, the Compensation Committee modified performance-based stock options granted to Dr. Blackwell such that they became time-based stock options which vest monthly over four years from Dr. Blackwell's commencement of employment.

  28. Post-Termination and Change in Control Benefits

    Post-Termination and Change in Control Benefits Our named executive officers may become entitled to certain benefits or enhanced benefits in connection with a change in control of our company or a qualifying termination. The employment agreements with each of our named executive officers provide for accelerated vesting of all outstanding equity awards, as well as certain other benefits upon a qualifying termination in connection with a change in control of our company. In addition, the award agreements evidencing the equity awards granted to our named executive officers provide for accelerated vesting under certain circumstances. For additional discussion, please see “—Employment and Other Agreements with Our Named Executive Officers” below.

  29. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table presents summary information regarding the compensation that was awarded to, earned by or paid to our named executive officers for services rendered for the years ended December 31, 2023, 2022, and 2021.

  30. 2023 Summary Compensation Table

    | Name and principal position | Year | Salary ($) | Bonus ($) | Stock awards ($)(1) | Option awards ($)(1) | Non-equity incentive plan compensation ($) | All other compensation ($) | Total ($) | | Kimberly Blackwell, M.D. (2) Chief Executive Officer | 2023 | 701,425 | - | 5,789,520 | 5,890,563 | 455,000 | 17,082 (3) | 12,853,590 | | | 2022 | 431,539 | 250,000 (4) | - | 35,492,937 (5) | 408,000 | 31,900 (6) | 36,614,376 | | Cam Gallagher (7) President, Interim Chief Financial Officer and Interim Treasurer | 2023 | 593,600 | - | 3,809,826 | 3,879,082 | 296,800 | 1,752 (8) | 8,581,060 | | | 2022 | 485,942 | - | 3,580,165 | 6,281,685 | 280,000 | 1,752 (8) | 10,629,545 | | Andrea Paul (9) Chief Legal Officer and Corporate Secretary | 2023 | 459,432 | - | 964,518 | 982,043 | 206,744 | 16,290 (10) | 2,629,027 | | | 2022 | 190,385 | - | - | 5,813,192 | 202,500 | 8,780 (11) | 6,214,856 | | Melissa Epperly (12) Former Chief Financial Officer and Treasurer | 2023 | 516,372 | - | 2,411,283 | 2,455,115 | 232,367 | 16,185 (13) | 5,631,323 | | | 2022 | 487,143 | - | 1,973,567 | 1,331,038 | 219,214 | 15,285 (14) | 4,026,248 | | | 2021 | 419,832 | - | 581,400 | 1,144,994 | 175,967 | 14,490 | 2,336,683 | | Kevin Bunker, Ph.D. Former Chief Scientific Officer (15) | 2023 | 580,125 | - | 1,987,555 | 1,661,464 | - | 886,811 (16) | 5,115,956 | | | 2022 | 530,602 | - | 2,293,225 | 2,606,507 | 276,250 | 15,477 (17) | 5,722,062 | | | 2021 | 446,913 | - | 726,750 | 1,431,242 | 187,318 | 14,610 | 2,806,833 | | Iris Roth, Ph.D. Former Chief Operating Officer (18) | 2023 | 287,423 | - | 990,675 (19) | 4,033,249 (19) | 173,790 | 446,650 (20) | 5,931,787 |

  31. 2023 Summary Compensation Table

    (1)Represents the grant date fair value of stock and option awards granted in the applicable fiscal year. In accordance with SEC rules, this column reflects the aggregate fair value of the awards granted to the named executive officers computed as of the applicable grant date in accordance with the FASB ASC 718. Assumptions used in the calculation of these amounts are included in Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 27, 2024. These amounts do not reflect the actual economic value that will be realized by the named executive officers upon the vesting or exercise of the awards or the sale of the Common Stock underlying such awards. (2)Dr. Blackwell joined the Company as Chief Executive Officer in May 2022. (3)For Dr. Blackwell, includes: (i) a cellular phone plan allowance of $1,200, (ii) group term life insurance premiums paid by the Company of $1,032, and (iii) 401(k) plan matching contributions paid by the Company of $14,850. (4)Represents a signing bonus paid to Dr. Blackwell in connection with her commencement of employment with us in May 2022. (5)Includes the grant date fair value of the performance-based stock option award granted to Dr. Blackwell in May 2022, assuming achievement of full performance, and excluding the effect of forfeitures. As previously disclosed in our 2023 proxy statement, such award was modified in January 2023 to convert it into a time-based award, as discussed in “Compensation Discussion and Analysis—Executive Compensation Components—Long-Term Incentive Compensation—Equity.” (6)For Dr. Blackwell, includes: (i) a cellular phone plan allowance of $700, (ii) group term life insurance premiums paid by the Company of $340, (iii) 401(k) plan matching contributions paid by the Company of $13,725, and (iv) fees of $17,135 paid by the Company under its non-employee director compensation program (as discussed further below) for Dr. Blackwell's service as a non-employee director prior to the commencement of her employment with the Company in May 2022. (7)Mr. Gallagher became the Company's President in May 2022 and its interim Chief Financial Officer and Treasurer in April 2024. (8)For Mr. Gallagher, includes: (i) a cellular phone plan allowance of $1,200, and (ii) group term life insurance premiums paid by the Company of $552. (9)Ms. Paul joined the Company as General Counsel and Corporate Secretary in August 2022 and has served as our Chief Legal Officer and Corporate Secretary since February 2024. (10)For Ms. Paul, includes: (i) a cellular phone plan allowance of $1,200, (ii) group term life insurance premiums paid by the Company of $240, and (iii) 401(k) plan matching contributions paid by the Company of $14,850. (11)For Ms. Paul, includes: (i) a cellular phone plan allowance of $500, (ii) group term life insurance premiums paid by the Company of $102, and (iii) 401(k) plan matching contributions paid by the Company of $8,178. (12)Ms. Epperly served as the Company's Chief Financial Officer and Treasurer until April 5, 2024. (13)For Ms. Epperly, includes: (i) a cellular phone plan allowance of $1,200, (ii) group term life insurance premiums paid by the Company of $360, and (iii) 401(k) plan matching contributions paid by the Company of $14,625. (14)For Ms. Epperly, includes: (i) a cellular phone plan allowance of $1,200, (ii) group term life insurance premiums paid by the Company of $360, and (iii) 401(k) plan matching contributions paid by the Company of $13,725. (15)Dr. Bunker served as the Company's Chief Scientific Officer until December 31, 2023. (16)For Dr. Bunker, includes: (i) a cellular phone plan allowance of $1,200, (ii) group term life insurance premiums paid by the Company of $573, (iii) 401(k) plan matching contributions paid by the Company of $14,850, and (iv) a lump sum cash severance payment in the amount of $870,188 (representing twelve months' base salary based on Dr. Bunker's base salary rate in effect on December 31, 2023 plus Dr. Bunker's 2023 target bonus) in accordance with Dr. Bunker's Transition and Release Agreement. (17)For Dr. Bunker, includes: (i) a cellular phone plan allowance of $1,200, (ii) group term life insurance premiums paid by the Company of $552, and (iii) 401(k) plan matching contributions paid by the Company of $13,725. (18)Dr. Roth served as the Company's Chief Operating Officer from February to October 2023. (19)Includes the grant date fair value of the stock and option awards granted to Dr. Roth in February 2023 in connection with her commencement of employment. Such awards, all of which were unvested, were forfeited in October 2023 in connection with Dr. Roth's resignation. (20)For Dr. Roth, includes: (i) a cellular phone plan allowance of $800, (ii) group term life insurance premiums paid by the Company of $382, (iii) a lump sum cash severance payment in the amount of $439,476 (comprised primarily of 9 months' base salary and some miscellaneous fees) in accordance with Dr. Roth's Release Agreement, and (iv) $5,992 in COBRA costs in accordance with Dr. Roth's Release Agreement.

  32. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table sets forth summary information regarding grants of plan-based awards made to our named executive officers during the year ended December 31, 2023. All equity awards set forth in the following table were granted under our 2020 Plan, unless otherwise disclosed below.

  33. 2023 Grants of Plan-Based Awards

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards Target (#) | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Approval Date | Grant Date | Type of Award | Threshold ($) | Target ($) | Maximum ($) | | | | | | | Kimberly Blackwell, M.D. | — | — | Annual Cash Bonus | — | 455,000 | 568,750 | — | — | — | — | — | | | 1/5/2023 | 2/1/2023 | Annual Grant - RSU | — | — | — | — | 244,800 | — | — | 5,789,520 | | | 1/5/2023 | 2/1/2023 | Annual Grant - Option | — | — | — | — | — | 355,200 | 23.65 | 5,890,563 | | Cam Gallagher | — | — | Annual Cash Bonus | — | 296,800 | 371,000 | — | — | — | — | — | | | 1/5/2023 | 2/1/2023 | Annual Grant - RSU | — | — | — | — | 161,092 | — | — | 3,809,826 | | | 1/5/2023 | 2/1/2023 | Annual Grant - Option | — | — | — | — | — | 233,908 | 23.65 | 665,537 | | Andrea Paul | — | — | Annual Cash Bonus | — | 206,744 | 258,430 | — | — | — | — | — | | | 1/5/2023 | 2/1/2023 | Annual Grant - RSU | — | — | — | — | 40,783 | — | — | 964,518 | | | 1/5/2023 | 2/1/2023 | Annual Grant - Option | — | — | — | — | — | 59,217 | 23.65 | 982,043 | | Melissa Epperly | — | — | Annual Cash Bonus | — | 232,367 | 290,459 | — | — | — | — | — | | | 1/5/2023 | 2/1/2023 | Annual Grant - RSU | — | — | — | — | 101,957 | — | — | 2,411,283 | | | 1/5/2023 | 2/1/2023 | Annual Grant - Option | — | — | — | — | — | 148,043 | 23.65 | 2,455,115 | | Kevin Bunker, Ph.D. | — | — | Annual Cash Bonus | — | 290,063 | 362,579 | — | — | — | — | — | | | 1/5/2023 | 2/1/2023 | Annual Grant - RSU (5) | — | — | — | — | 91,354 | — | — | 1,514,996 | | | 1/5/2023 | 2/1/2023 | Annual Grant - Option (5) | — | — | — | — | — | 132,646 | 23.65 | 2,160,522 | | Iris Roth, Ph.D. | — | — | Annual Cash Bonus | — | 173,790 | 217,238 | — | — | — | — | — | | | 2/3/2023 | 3/1/2023 | New Hire - RSU (6) | — | — | — | — | 52,500 | — | — | 990,675 | | | 2/3/2023 | 3/1/2023 | New Hire - Option (6) | — | — | — | — | — | 297,500 | 18.87 | 4,033,249 |

  34. 2023 Grants of Plan-Based Awards

    (1)Represents the threshold, target and maximum annual cash bonus payouts pursuant to our 2023 annual cash bonus program, as described above. Actual amounts paid to each named executive officer under our 2023 annual cash bonus program are included in the “Non-equity incentive plan compensation” column of "—2023 Summary Compensation Table" above. (2)Represents RSUs which will vest in four equal installments on each of the first four anniversaries of the grant date, subject to the individual's continued employment or service through the applicable vesting dates. In addition, the employment agreements with our named executive officers provide for accelerated vesting under certain circumstances. For additional discussion, please see “—Employment and Other Agreements with Our Named Executive Officers” below. (3)Unless otherwise noted, represents stock options which will vest over four years in 48 equal monthly installments until the stock options are fully vested, subject to the individual’s continued employment or service through the applicable vesting dates. In addition, the employment agreements with our named executive officers provide for accelerated vesting under certain circumstances. For additional discussion, please see “—Employment and Other Agreements with Our Named Executive Officers” below. (4)Represents the grant date fair value of stock and option awards granted in the applicable fiscal year. In accordance with SEC rules, this column reflects the aggregate fair value of the awards granted to the named executive officers computed as of the applicable grant date in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 27, 2024. This amount does not reflect the actual economic value that will be realized by the named executive officers upon the vesting or exercise of the awards or the sale of the Common Stock underlying such awards. (5)Pursuant to his Transition and Release Agreement, as described further below, the vesting schedule of the RSUs and stock options granted to Dr. Bunker on February 1, 2023 was modified such that the RSUs and stock options eligible to vest during the 12 months following his termination of employment (or through December 31, 2024) will continue to vest in accordance with the vesting schedules applicable to such awards (provided that Dr. Bunker’s outstanding RSUs eligible for continued vesting all vested on March 13, 2024 if they would have otherwise vested after such date). For additional discussion, please see “—Employment and Other Agreements with Our Named Executive Officers” below. (6)Represents RSUs and stock options granted to Dr. Roth in February 2023 in connection with her commencement of employment. The stock options granted to Dr. Roth were scheduled to vest over four years, with 25% of the options vesting on the first anniversary of the date of her commencement of employment, and the remainder in 36 equal monthly installments over the three years thereafter until the stock options are fully vested, subject to her continued employment or service through the applicable vesting dates. Such awards, all of which were unvested, were forfeited in October 2023 in connection with Dr. Roth's resignation. For additional discussion, please see “—Employment and Other Agreements with Our Named Executive Officers” below.

  35. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth specified information regarding the outstanding equity awards held by our named executive officers at December 31, 2023. All equity awards set forth in the following table were granted under our 2020 Plan, unless otherwise disclosed below. Dr. Roth did not hold any outstanding equity awards at December 31, 2023, and is not included in the table below.

  36. Outstanding Equity Awards at Fiscal 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 ($) | Option expiration date | Number of shares or units of stock that have not vested (#)(2) | Market value of shares or units of stock that have not vested ($)(3) | | Kimberly Blackwell, M.D. | 2/1/2023 | 74,000 | 281,200 | 23.65 | 1/31/2033 | — | — | | | 2/1/2023 | — | — | — | — | 244,800 | 3,708,720 | | | 5/16/2022 | 676,403 (4) | 1,032,406 (4) | 24.41 | 5/15/2032 | — | — | | | 5/16/2022 | 169,100 (5) | 258,102 (5) | 24.41 | 5/15/2032 | — | — | | | 6/4/2021 | 15,000 (6) | — | 52.25 | 6/3/2031 | — | — | | | 7/1/2020 | 38,000 (6) | — | 47.80 | 6/30/2030 | — | — | | Cam Gallagher | 2/1/2023 | 48,730 | 185,178 | 23.65 | 1/31/2033 | — | — | | | 2/1/2023 | — | — | — | — | 161,092 | 2,440,544 | | | 5/30/2022 | 131,898 (4) | 201,320 (4) | 24.75 | 5/29/2032 | — | — | | | 5/30/2022 | — | — | — | — | 83,304 (7) | 1,262,056 | | | 2/10/2022 | 8,820 | 10,425 | 52.61 | 2/9/2032 | — | — | | | 2/10/2022 | — | — | — | — | 6,152 | 93,203 | | | 2/11/2021 | 18,593 | 7,657 | 38.76 | 2/10/2031 | — | — | | | 2/11/2021 | 15,000 (6) | — | 38.76 | 2/10/2031 | — | — | | | 2/11/2021 | — | — | — | — | 4,375 | 66,281 | | | 4/2/2020 | 68,750 (10) | 6,250 (10) | 18.00 | 4/1/2030 | — | — | | | 4/2/2020 | 20,000 (6) | — | 18.00 | 4/1/2030 | — | — | | Andrea Paul | 2/1/2023 | 12,336 | 46,881 | 23.65 | 1/31/2033 | — | — | | | 2/1/2023 | — | — | — | — | 40,783 | 617,862 | | | 8/1/2022 | 96,833 (4)(8) | 193,667 (4)(8) | 28.82 | 7/31/2032 | — | — | | Melissa Epperly | 2/1/2023 | 30,842 | 117,201 | 23.65 | 1/31/2033 | — | — | | | 2/1/2023 | — | — | — | — | 101,957 | 1,544,649 | | | 10/3/2022 | — | — | — | — | 33,333 (9) | 504,995 | | | 2/10/2022 | 17,640 | 20,849 | 52.61 | 2/9/2032 | — | — | | | 2/10/2022 | — | — | — | — | 12,304 | 186,406 | | | 2/11/2021 | 31,875 | 13,125 | 38.76 | 2/10/2031 | — | — | | | 2/11/2021 | — | — | — | — | 7,500 | 113,625 | | | 4/2/2020 | 91,666 (10) | 8,334 (10) | 18.00 | 4/1/2030 | — | — | | Kevin Bunker, Ph.D. (11) | 2/1/2023 | 27,634 | 105,012 | 23.65 | 1/31/2033 | — | — | | | 2/1/2023 | — | — | — | — | 91,354 | 1,384,013 | | | 10/3/2022 | 14,583 (10) | 35,417 (10) | 22.21 | 10/2/2032 | — | — | | | 10/3/2022 | — | — | — | — | 33,333 (12) | 504,995 | | | 2/10/2022 | 24,174 | 28,571 | 52.61 | 2/9/2032 | — | — | | | 2/10/2022 | — | — | — | — | 16,861 | 255,444 | | | 2/11/2021 | 39,843 | 16,407 | 38.76 | 2/10/2031 | — | — | | | 2/11/2021 | — | — | — | — | 9,375 | 142,031 | | | 4/2/2020 | 229,166 (10) | 20,834 (10) | 18.00 | 4/1/2030 | — | — |

  37. Outstanding Equity Awards at Fiscal Year-End

    (1)Unless otherwise noted, the stock options vest and become exercisable in forty-eight consecutive equal monthly installments on each monthly anniversary of the grant dates, subject to the individual’s continued employment or service through the applicable vesting dates. In addition, the employment agreements with our named executive officers (or, for Dr. Bunker, his Transition and Release Agreement) provide for accelerated vesting under certain circumstances. For additional discussion, please see “—Employment and Other Agreements with Our Named Executive Officers” below. (2)Unless otherwise noted, represents RSUs which vest in four equal installments on each of the first four anniversaries of the grant date, subject to the individual’s continued employment or service through the applicable vesting dates. In addition, the employment agreements with our named executive officers (or, for Dr. Bunker, his Transition and Release Agreement) provide for accelerated vesting under certain circumstances. For additional discussion, please see “—Employment and Other Agreements with Our Named Executive Officers” below. (3)The market value per share was calculated based on the closing price per share of our Common Stock on December 29, 2023 ($15.15), the last trading day of 2023. (4)When granted, the stock options were scheduled to vest and become exercisable with respect to 25% of the underlying shares on the one-year anniversary of the individual's start date (or for Mr. Gallagher, the date of his promotion to President), and with respect to the balance of the shares, in consecutive equal monthly installments over the following thirty-six months, subject to the individual’s continued employment or service through the applicable vesting dates. As previously disclosed in the Company's 2023 proxy statement, such awards were modified in January 2023 to vest in forty-eight equal installments on each monthly anniversary of the named executive officer's start date (or for Mr. Gallagher, the date of his promotion to President), as discussed in "Compensation Discussion and Analysis—Executive Compensation Components—Long-Term Incentive Compensation—Equity.” In addition, the employment agreements with our named executive officers provide for accelerated vesting under certain circumstances. For additional discussion, please see “—Employment and Other Agreements with Our Named Executive Officers” below. (5)As previously disclosed in our 2023 proxy statement, in early 2023, the Compensation Committee modified performance-based stock options granted to Dr. Blackwell such that they became time-based stock options which vest monthly over four years from Dr. Blackwell's commencement of employment, as discussed in "Compensation Discussion and Analysis—Executive Compensation Components—Long-Term Incentive Compensation—Equity.” In addition, the employment agreements with our named executive officers provide for accelerated vesting under certain circumstances. For additional discussion, please see “—Employment and Other Agreements with Our Named Executive Officers” below. (6)The stock options are fully vested. (7)Represents RSUs granted to Mr. Gallagher in connection with his appointment as President of the Company. (8)Granted under our 2022 Inducement Plan. (9)Represents RSUs which will vest over two years, with one-third of the RSUs vesting on the first anniversary of the grant date, and the remaining two-third of the RSUs vesting on the second anniversary of the grant date, subject to Ms. Epperly's continued employment or service through the applicable vesting dates. In addition, the employment agreements with our named executive officers provide for accelerated vesting under certain circumstances. For additional discussion, please see “—Employment and Other Agreements with Our Named Executive Officers” below. (10)The stock options vest and become exercisable with respect to 25% of the underlying shares on the one-year anniversary of the grant date and with respect to the balance of the shares in consecutive equal monthly installments over the following thirty-six months, subject to the individual’s continued employment or service through the applicable vesting dates. In addition, the employment agreements with our named executive officers (or, for Dr. Bunker, his Transition and Release Agreement) provide for accelerated vesting under certain circumstances. For additional discussion, please see “—Employment and Other Agreements with Our Named Executive Officers” below. (11)Pursuant to his Transition and Release Agreement, Dr. Bunker’s outstanding equity awards eligible to vest during the 12 months following his termination of employment (or through December 31, 2024) will continue to vest in accordance with the vesting schedules applicable to such awards (provided that Dr. Bunker’s outstanding RSUs eligible for continued vesting all vested on March 13, 2024 if they would have otherwise vested after such date). In addition, Dr. Bunker will be able to exercise his vested stock options until December 31, 2028. For additional discussion, please see “—Employment and Other Agreements with Our Named Executive Officers” below. (12)When granted, the RSUs were scheduled to vest over two years, with one-third of the RSUs vesting on the first anniversary of the grant date, and the remaining two-third of the RSUs vesting on the second anniversary of the grant date, subject to Dr. Bunker's continued employment or service through the applicable vesting dates. Pursuant to his Transition and Release Agreement, such awards were modified to vest in full on March 13, 2024.

  38. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information regarding option exercises and stock awards that vested during 2023 with respect to our named executive officers.

  39. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Kimberly Blackwell, M.D. | — | — | — | — | | Cam Gallagher | — | — | 39,601 | 977,909 | | Andrea Paul | — | — | — | — | | Melissa Epperly | — | — | 24,518 | 483,178 | | Kevin Bunker, Ph.D. | — | — | 26,974 | 533,649 | | Iris Roth, Ph.D. | — | — | — | — |

  40. Option Exercises and Stock Vested

    (1)The value realized is based on the closing price of our Common Stock on the vesting date as reported on Nasdaq multiplied by the number of RSUs vested.

  41. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table summarizes the potential payments to our named executive officers (other than Dr. Bunker and Dr. Roth, each of whose employment with the Company terminated on December 31, 2023 and October 10, 2023, respectively, and each of whose termination payments and benefits are described above under "—Employment Agreement and Transition and Release Agreement with Dr. Bunker" and "—Employment Agreement and Release Agreement with Dr. Roth", respectively) in the scenarios listed in the table below. The table assumes that the termination of employment or change in control, as applicable, occurred on December 31, 2023 and, in the case of the "CIC Only (Continued Employment)" line item, that the equity awards would be assumed by the acquirer following a change in control. The value of the accelerated vesting of stock and option awards was computed using $15.15, which was the price of our Common Stock at December 29, 2023, which was the last trading day of 2023 (less, in the case of option awards, the exercise price per share of such option awards). Change in control is referred to as "CIC" in the table below. Ms. Epperly’s employment with the Company ended on April 5, 2024 and the potential payments in the table below are hypothetical as of December 31, 2023. Ms. Epperly is eligible to receive severance benefits under her employment agreement, subject to Ms. Epperly's timely execution of a release agreement with the Company.

  42. Potential Payments Upon Termination or Change in Control

    | Triggering Event | Cash Severance ($)(1) | Accelerated Options ($)(2) | Accelerated RSUs/Restricted Stock ($)(3) | Health Benefits ($)(4) | Excise Tax Gross-Up ($)(5) | Total ($) | | Kimberly Blackwell, M.D. | | | | | | | | Involuntary Termination Without Cause/Resignation for Good Reason Apart from a CIC | 1,472,992 | — | — | 57,466 | — | 1,530,458 | | Death/Disability | — | — | — | — | — | — | | Involuntary Termination Without Cause/Resignation for Good Reason in Connection with a CIC | 1,683,420 | — | 3,708,720 | 57,466 | 1,337,837 | 6,787,443 | | CIC Only (Continued Employment) | — | — | — | — | — | — | | Cam Gallagher | | | | | | | | Involuntary Termination Without Cause/Resignation for Good Reason Apart from a CIC | 890,400 | — | — | 38,310 | — | 928,710 | | Death/Disability | — | — | — | — | — | — | | Involuntary Termination Without Cause/Resignation for Good Reason in Connection with a CIC | 890,400 | — | 3,862,083 | 38,310 | — | 4,790,793 | | CIC Only (Continued Employment) | — | — | — | — | — | — | | Andrea Paul | | | | | | | | Involuntary Termination Without Cause/Resignation for Good Reason Apart from a CIC | 551,318 | — | — | 28,733 | — | 580,051 | | Death/Disability | — | — | — | — | — | — | | Involuntary Termination Without Cause/Resignation for Good Reason in Connection with a CIC | 666,176 | — | 617,862 | 38,310 | — | 1,322,348 | | CIC Only (Continued Employment) | — | — | — | — | — | — | | Melissa Epperly | | | | | | | | Involuntary Termination Without Cause/Resignation for Good Reason Apart from a CIC | 619,646 | — | — | 9,808 | — | 629,454 | | Death/Disability | — | — | — | — | — | — | | Involuntary Termination Without Cause/Resignation for Good Reason in Connection with a CIC | 748,739 | — | 2,349,674 | 13,077 | — | 2,845,124 | | CIC Only (Continued Employment) | — | — | — | — | — | — |

  43. Potential Payments Upon Termination or Change in Control

    (1)Represents lump sum cash severance payable upon a termination without cause or a resignation for good reason pursuant to the named executive officers’ employment agreements. For Dr. Blackwell, represents 18 months’ base salary plus prorated target bonus (increased to 150% of her target bonus in the event of such a termination within 18 months following a change in control). For Mr. Gallagher, represents 12 months’ base salary plus prorated target bonus (increased to full target bonus in the event of such a termination within 18 months following a change in control). For Ms. Paul and Ms. Epperly, represents 9 months’ base salary plus prorated target bonus (increased to 12 months' base salary and full target bonus in the event of such a termination within 18 months following a change in control). (2)The value attributable to the accelerated options represents the excess of the fair market value of our Common Stock of $15.15 on December 29, 2023, the last trading day of 2023, over the exercise price of the unvested options, the vesting of which accelerates in connection with the specified event. In the event of an involuntary termination without cause or resignation for good reason following a change in control, all outstanding unvested option awards held by the named executive officers will vest upon such termination. (3)Represents the aggregate value of the accelerated vesting of RSU awards and restricted stock awards, calculated by multiplying the fair market value of our Common Stock of $15.15 on December 29, 2023, the last trading day of 2023, by the number of RSUs and shares of restricted stock, the vesting of which accelerates in connection with the applicable triggering event. In the event of an involuntary termination without cause or resignation for good reason following a change in control, all outstanding RSU and restricted stock awards held by the named executive officers will vest upon such termination. (4)Represents the value of the continuation of health benefits for the period corresponding to the period for which the named executive officer will receive cash severance benefits following the date of the named executive officer’s termination. (5)Based on the assumptions noted above, Dr. Blackwell would have been subject to an excise tax payable pursuant to Sections 280G and 4999 of the Internal Revenue Code as a result of the compensatory payments made to her in the scenario listed in the table above in connection with a change in control occurring on December 31, 2023. Under her employment agreement, Dr. Blackwell would have been entitled to an additional payment in an amount that would offset, on an after tax basis, the effect of any excise tax imposed upon her. This column includes the estimated amount of such additional payment assuming a change in control occurred on December 31, 2023 and using the fair market value of our Common Stock of $15.15 on December 29, 2023, the last trading day of 2023. Dr. Blackwell was the only named executive officer who would have been subject to an excise tax in connection with a change in control as of December 31, 2023 based on the foregoing assumptions.

  44. CEO Pay Ratio

    CEO Pay Ratio Zentalis’ compensation and benefits philosophy and the overall structure of our compensation and benefit programs encourage and reward all employees who contribute to our success. We strive to ensure that the pay of our employees reflects the level of their job impact and responsibilities and is competitive within our peer group. Compensation rates are set using market data from our peer group as well as taking into account other factors, including individual qualifications, experience and job scope. As required by the Dodd-Frank Act, we are required to disclose the median of the annual total compensation of our employees (except for our principal executive officer), the annual total compensation of our principal executive officer, and the ratio of these two amounts. Dr. Blackwell, our Chief Executive Officer, served as our principal executive officer during the fiscal year ended 2023. For purposes of determining our pay ratio, we determined Dr. Blackwell’s annual total compensation for 2023 was $12,853,590, which, as required by the SEC rules, is calculated based off of Dr. Blackwell’s total compensation as set forth in “—2023 Summary Compensation Table” above. To identify the median of the annual total compensation of all our employees, we used the following reasonable assumptions, estimates, methodologies and adjustments as necessary and in accordance with SEC rules: •We selected December 31, 2023, which is within the last three months of the fiscal year ended 2023, as the date upon which we would identify the “median employee.” •We identified our median employee by examining the total annual compensation for all employees (excluding Dr. Blackwell), which included: base salary, signing bonus (if any), target annual bonus amount, the grant date fair value of equity grants, and other compensation such as 401(k) matching contributions, group term life insurance premiums paid by the Company and cellular phone plan allowances. This calculation of total annual compensation is consistent with the methodology used to prepare our 2023 Summary Compensation Table. •We annualized the base salary and target bonus amounts of all permanent employees who were hired in 2023 but did not work the entire year. However, we did not perform adjustments to the compensation paid to our part-time employees to calculate what they would have been paid on a full-time basis. •We captured all full-time, part-time and temporary employees as of December 31, 2023. •No cost-of-living adjustments or other adjustments were made. After identifying this median compensated employee, we calculated the total annual compensation for this median employee by using the same methodology we use for our named executive officers as disclosed in the 2023 Summary Compensation Table. The annual total compensation (determined as described above) of our CEO, Dr. Blackwell, was $12,853,590 for 2023. The annual total compensation of our median compensated employee, excluding Dr. Blackwell, was $290,791 for 2023, resulting in a ratio of 44:1 for 2023. This ratio and annual total compensation amounts are reasonable estimates that have been calculated using methodologies and assumptions permitted by SEC rules. Given that assumptions, estimates, methodologies, and adjustments that companies may apply to determine their pay ratio may differ, this information should not be used as a basis for comparison between different companies.

  45. Pay Versus Performance

    Pay Versus Performance The following table sets forth information concerning the compensation of our named executive officers for each of the fiscal years ended December 31, 2023, 2022, 2021, and 2020, and our financial performance for each such fiscal year. In this section, the principal executive officer is referred to as the "PEO."

  46. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO (Kimberly Blackwell)(1) ($) | Summary Compensation Table Total for PEO (Anthony Sun)(2) ($) | Summary Compensation Table Total for PEO (Kevin Bunker)(3) ($) | Compensation Actually Paid to PEO (Kimberly Blackwell)(4)(5) ($) | Compensation Actually Paid to PEO (Anthony Sun)(4)(5) ($) | Compensation Actually Paid to PEO (Kevin Bunker)(4)(5) ($) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (4)(5) ($) | Value of Initial Fixed $100 Investment Based on: | | Net (Loss) Income ($) | | | | | | | | | | | Total Shareholder Return(6) ($) | Peer Group Total Shareholder Return(6) ($) | | | 2023 | 12,853,590 | — | — | 6,594,382 | — | — | 5,576,632 | 3,027,114 | 65 | 131 | (292,305,000) | | 2022 | 36,614,376 | 9,098,448 | 5,722,062 | 28,604,206 | (24,335,021) | ($8,957,007) | 7,425,326 | 1,777,563 | 87 | 126 | (237,113,000) | | 2021 | — | 5,935,085 | — | — | 23,202,089 | — | 1,960,478 | 8,239,476 | 362 | 142 | (166,093,000) | | 2020 | — | 15,044,399 | — | — | 51,719,320 | — | 6,403,748 | 16,022,547 | 223 | 142 | (118,548,000) |

  47. Pay Versus Performance

    ______________________________ (1)Kimberly Blackwell was appointed as President and Chief Executive Officer of the Company on May 10, 2022 and her employment with the Company commenced on May 16, 2022. (2)Anthony Sun resigned as President and Chief Executive Officer of the Company effective May 10, 2022. (3)Kevin Bunker served as the PEO of the Company on an interim basis from the period between May 10, 2022 and May 16, 2022. (4)Amounts represent compensation actually paid to our PEOs and the average compensation actually paid to our remaining named executive officers for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

  48. Pay Versus Performance

    | Year | PEO(s) | Non-PEO Named Executive Officers | | 2023 | Kimberly Blackwell | Cam Gallagher, Andrea Paul, Melissa Epperly, Kevin Bunker and Iris Roth | | 2022 | Anthony Sun, Kevin Bunker, Kimberly Blackwell | Melissa Epperly, Cam Gallagher, Carrie Brownstein and Andrea Paul | | 2021 | Anthony Sun | Melissa Epperly, Kevin Bunker, Alexis Pinto and Dimitris Voliotis | | 2020 | Anthony Sun | Kevin Bunker and Alexis Pinto |

  49. Pay Versus Performance

    The amounts reported in the “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO Named Executive Officers” columns do not reflect the actual compensation paid to or realized by our PEOs or our non-PEO named executive officers during each applicable year. The calculation of compensation actually paid for purposes of this table includes point-in-time fair values of stock awards and these values will fluctuate based on our stock price, various accounting valuation assumptions and projected performance related to our performance awards. See "—2023 Summary Compensation Table" for certain other compensation of our PEOs and our non-PEO named executive officers for each applicable fiscal year and "—Options Exercised and Stock Vested" for the value realized by each of them upon the vesting of stock awards during 2023. The amounts reported in the "Compensation Actually Paid" columns represent the “Total” compensation reported in the 2023 Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  50. Pay Versus Performance

    | Adjustments | 2023 | | 2022 | | | | 2021 | | 2020 | | | | Kimberly Blackwell | Average Non-PEO Named Executive Officers | Kimberly Blackwell | Anthony Sun | Kevin Bunker | Average Non-PEO Named Executive Officers | Anthony Sun | Average Non-PEO Named Executive Officers | Anthony Sun | Average Non-PEO Named Executive Officers | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | $(11,680,083) | $(4,634,962) | $(35,492,937) | $(7,661,170) | $(4,899,732) | $(6,862,241) | $(5,035,314) | $(1,330,763) | $(14,087,114) | $(5,904,284) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 6,869,408 | 1,849,498 | 28,896,384 | 1,897,490 | 2,555,768 | 4,999,687 | 10,299,722 | 2,722,077 | 29,107,590 | 11,914,884 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | 1,137,084 | 368,524 | — | 386,326 | 172,206 | 47,119 | 1,197,766 | 316,544 | 7,753,183 | 1,268,116 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | (3,450,560) | (420,993) | (411,829) | (18,211,700) | (8,212,342) | (2,183,062) | 11,414,924 | 4,253,589 | 10,453,548 | 1,742,223 | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | 864,943 | 288,415 | (1,001,788) | (9,844,415) | (4,294,969) | (1,649,266) | (610,095) | 317,551 | 3,447,714 | 597,860 | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | — | — | — | — | — | — | — | — | — | — | | Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY | — | — | — | — | — | — | — | — | — | — | | Total Adjustments | (6,259,208) | (2,549,518) | (8,010,170) | (33,433,469) | (14,679,069) | (5,647,763) | 17,267,003 | 6,278,998 | 36,674,921 | 9,618,799 | | Compensation Actually Paid | $6,594,382 | $3,027,114 | $28,604,206 | $(24,335,021) | $(8,957,007) | $1,777,563 | $23,202,089 | $8,239,476 | $51,719,320 | $16,022,547 |

  51. Pay Versus Performance

    (5)Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for solely service-vesting RSU and restricted stock awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for solely service-vesting stock options, a Black-Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and with an expected life set equal to the remaining life of the award in the case of underwater stock options and, in the case of in-the-money options, an expected life equal to the original ratio of expected life relative to the ten year contractual life multiplied by the remaining life as of the applicable revaluation date, and in all cases based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%; and (iii) for performance-based stock options, the same valuation methodology as service-vesting stock options above except that the year end values are multiplied by the probability of achievement of the applicable performance objective as of the applicable date. For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and prior fiscal years. (6)For the relevant fiscal year, represents the cumulative total shareholder return, or TSR, on our Common Stock and the cumulative TSR of the Nasdaq Biotechnology Index, or the Peer Group TSR, through December 31, 2023, 2022, 2021 and 2020. TSR amounts reported in this table assume (i) an initial fixed investment of $100 on April 3, 2020 (the date of our initial public offering), (ii) our closing sales price on April 3, 2020 of $23.20 per share as the initial value of our Common Stock, and (iii) that all dividends were reinvested, although dividends have not been declared on our Common Stock.

  52. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We did not use any financial performance measures to link compensation actually paid to our named executive officers for the fiscal year ended December 31, 2023 to Company performance. Instead, the compensation actually paid to our named executive officers for the fiscal year ended December 31, 2023 was based on our achievement of our corporate performance objectives for 2023. For additional discussion, please see "Compensation Discussion and Analysis—Executive Compensation Components—Short-Term Incentive Compensation—Annual Cash Bonuses" above.

  53. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  54. Director Compensation Table

    Director Compensation Table The following table presents summary information regarding the total compensation that was awarded to, earned by or paid to our non-employee directors for services rendered during the year ended December 31, 2023. Dr. Blackwell, our Chief Executive Officer, and Mr. Gallagher, our President, interim Chief Financial Officer and interim Treasurer, do not receive any additional consideration for their service as directors, and their compensation for 2023 is disclosed in “Executive Compensation Tables – 2023 Summary Compensation Table” above

  55. Director Compensation Table

    | Name | Fees earned or paid in cash ($) | Stock awards ($)(1) | Total ($) | | Diana Hausman, M.D. (2) | 38,442 | 868,542 | 906,984 | | David Johnson | 91,370 | 526,410 | 617,780 | | Enoch Kariuki, Pharm.D. | 65,000 | 451,974 | 516,974 | | Jan Skvarka, Ph.D. | 63,242 | 451,974 | 515,216 | | Karan Takhar (3) | — | — | — |

  56. Director Compensation Table

    (1)Represents the grant date fair value of RSUs granted in the applicable fiscal year. In accordance with SEC rules, this column reflects the aggregate fair value of the awards granted to the directors computed as of the applicable grant date in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 27, 2024. These amounts do not reflect the actual economic value that will be realized by the directors upon the vesting or exercise of the awards or the sale of the Common Stock underlying such awards. As of December 31, 2023, the individuals listed in the table above held the following unvested equity awards: Dr. Hausman held 39,732 RSUs; Mr. Johnson held 19,059 RSUs and 949 shares of restricted stock; Dr. Kariuki held 2,333 stock options and 16,364 RSUs; and Dr. Skvarka held 40,768 RSUs. (2)Dr. Hausman served on our Board from May 8, 2023 until January 19, 2024, when she resigned from our Board and all committees effective upon assuming the role of Chief Medical Officer. (3)Mr. Takhar waived receipt of any compensation for his service as a non-employee director during 2023 and did not hold any unvested equity awards as of December 31, 2023.

  57. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program We maintain a non-employee director compensation program that provides for annual retainer fees and/or long-term equity awards for our non-employee directors.