Brett Zbar
About Brett Zbar
Brett Zbar, M.D., is an independent, non‑executive director of Centessa Pharmaceuticals plc and currently serves as Managing Director and Global Head of Life Sciences at General Atlantic; he joined Centessa’s Board in January 2021 and is 52 years old . He holds an M.D. from Harvard Medical School and a B.A. in English and Molecular Biophysics & Biochemistry from Yale University .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| General Atlantic | Managing Director and Global Head of Life Sciences | Current (joined 2020) | Growth equity investor; leadership in life sciences portfolio |
| Foresite Capital | Managing Director | 2015–2020 | Backed healthcare companies; board/observer roles at multiple biopharmas |
| Aisling Capital | Partner | 2004–2014 | Life sciences investing |
| McKinsey & Company | Pharmaceuticals & Medical Products practice | Early career | Strategic consulting; industry exposure |
| Johns Hopkins Hospital (Osler Service) | Internship (Internal Medicine) | Early career | Clinical training |
External Roles
| Organization | Role | Timing | Notes |
|---|---|---|---|
| General Atlantic | Managing Director & Global Head, Life Sciences | Current | Global growth equity firm |
| Kinnate Biopharma; ORIC Pharmaceuticals; Turning Point Therapeutics; Replimune; Pharvaris GmbH; ConnectiveRx; Signant Health; VenatoRx; Peloton Therapeutics | Board member or observer (historical while at Foresite) | 2015–2020 | Representative examples of prior board/observer roles |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent under Nasdaq rules; Zbar is independent .
- Class/tenure: Class II director with term expiring at the 2026 AGM; joined the Board in January 2021 .
- Committees: Chair, Compensation Committee; member colleagues are Samarth Kulkarni and Arjun Goyal; Aon Radford served as an independent compensation consultant in 2024 .
- Attendance and engagement: In 2024 there were 4 Board, 5 Audit, and 5 Compensation meetings; all directors attended at least 75% of the Board/committee meetings on which they served. All directors other than Samarth Kulkarni attended the 2024 AGM (i.e., Zbar attended) .
- Insider trading policy: Company policy expressly prohibits derivative transactions in Company stock and purchases of derivative securities that provide the economic equivalent of ownership .
Fixed Compensation (Non‑Employee Director)
| Year | Board Retainer ($) | Committee Chair/Member Fees ($) | Total Cash Fees ($) |
|---|---|---|---|
| 2024 | 40,000 | 15,000 (Comp Committee Chair) | 55,000 |
Performance Compensation (Director Equity)
| Item | Detail |
|---|---|
| Annual director option grant policy | 40,000 options granted at each AGM to continuing non‑employee directors; initial election grant set at 80,000 options (effective May 19, 2022) |
| Vesting (Annual Grant) | Vests in full on the earlier of the first anniversary of grant or the next AGM, subject to continued service |
| Change‑of‑control (sale of company) | Non‑employee director awards subject to full accelerated vesting upon sale of the company |
| 2024 option grant (fair value) | $287,242 (aggregate grant date fair value) |
| Performance metrics | None disclosed for director equity; time‑based vesting only |
Other Directorships & Interlocks
| Entity | Nature of Interlock | Detail |
|---|---|---|
| General Atlantic | Significant shareholder; director affiliation | General Atlantic UM B.V. beneficially owns 9,681,818 ordinary shares (7.25%); Zbar is GA’s Global Head of Life Sciences |
| Compensation Committee role | Oversight sensitivity | Zbar chairs Comp Committee while affiliated with a 7.25% shareholder; Board affirms director independence and used Aon Radford as independent consultant in 2024 |
Expertise & Qualifications
- Medical and scientific training (M.D., Harvard); deep life sciences investing and board experience across biopharma; prior consulting experience at McKinsey .
- Investor/operator perspective with prior service on/with boards of multiple biopharma companies (public and private) .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | % Outstanding | Notes |
|---|---|---|---|
| Brett Zbar, M.D. | 160,570 | 0.12% | Consists of options exercisable within 60 days; held solely for the benefit of General Atlantic Service Company, L.P.; Zbar disclaims beneficial ownership except to extent of pecuniary interest, if any |
| Options held (total, 12/31/2024) | 208,570 | — | Aggregate options outstanding as of 12/31/2024 |
Insider Trading & Section 16(a) Reporting
| Item | Status |
|---|---|
| Section 16(a) filings (2024) | Based on company review/written representations, all executive officers, directors, and 10% holders filed on a timely basis for 2024 |
Related‑Party & Conflicts Review
- Related‑party transactions: Other than compensation arrangements and those disclosed, the company reports no related‑person transactions (>$120,000) since Jan 1, 2023 involving directors, officers or 5% holders; registration rights were noted for entities affiliated with Medicxi and Index Ventures (not General Atlantic) .
- Related‑party oversight: Audit Committee reviews and approves related‑party transactions; policy requires Audit Committee approval of such transactions .
- Ownership/benefit note: Zbar’s director options are held for the benefit of General Atlantic Service Company, L.P., with a disclaimer of beneficial ownership, indicating economic benefit accrues to GA absent any separate pecuniary interest .
Governance Assessment
-
Strengths
- Independent director; significant domain expertise; chairs Compensation Committee with use of an independent consultant (Aon Radford), supporting pay governance rigor .
- Strong engagement: Board/committee meeting cadence and attendance thresholds met; Zbar attended the 2024 AGM .
- Clear director pay structure with modest cash retainer and time‑vested options; change‑of‑control treatment disclosed .
- No related‑party transactions disclosed since 1/1/2023 involving Zbar or GA; Board maintains formal related‑party policy .
-
Risks and potential red flags to monitor
- General Atlantic holds 7.25% of outstanding shares while Zbar chairs the Compensation Committee; although he is deemed independent, this dual role can raise perceived influence/independence questions in pay and governance decisions. Mitigants include Board independence determination and independent advisor usage. Continue monitoring Compensation Committee decisions and shareholder voting outcomes on remuneration .
- Director equity alignment nuances: Zbar’s options are held for the benefit of General Atlantic Service Company, L.P., potentially reducing his direct personal alignment with public shareholders; transparency is provided via footnote disclaimers .
- Derivatives/hedging are prohibited by policy, but the proxy highlights general risks of margin and pledging; no explicit pledging by Zbar is disclosed. Continue monitoring for any pledging disclosures in future filings .
-
Implications for investors
- The GA interlock provides strategic connectivity and potential access to capital/industry networks, but warrants scrutiny of independence in compensation and broader governance decisions. The absence of related‑party transactions and the use of independent advisors are positive counterweights .
- Pay structure remains primarily time‑based; investors may seek clear linkage of executive pay to performance outcomes in the annual remuneration report voting and Compensation Committee reports that Zbar oversees .