Lota S. Zoth
About Lota S. Zoth
Independent director since December 18, 2023; current term expires at the 2027 annual meeting. Zoth is a Certified Public Accountant, designated by the Board as an audit committee financial expert, and holds a B.B.A. from Texas Tech University. As of April 4, 2024, she was age 64; she brings senior finance leadership experience as former SVP & CFO of MedImmune and extensive public-company board audit leadership in life sciences .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MedImmune, Inc. | Senior Vice President & Chief Financial Officer | Apr 2004–Jul 2007 | Led finance at biotech; prior Controller/CAO |
| MedImmune, Inc. | Vice President, Controller & Chief Accounting Officer | Aug 2002–Apr 2004 | Financial reporting and internal control leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 89BIO, Inc. (Nasdaq: ETNB) | Director | Jun 2020–Present | — |
| Inovio Pharmaceuticals, Inc. (Nasdaq: INO) | Director; Audit Committee Chair | Director since Jan 2018; Audit Chair since Aug 2018 | Audit leadership |
| Lumos Pharma, Inc. (Nasdaq: LUMO) | Director; Audit Committee Chair | Nov 2012–Dec 2024 | Audit leadership |
| Zymeworks Inc. (NYSE: ZYME) | Director; Chair of Board; Lead Director | Director since Nov 2016; Chair Sep 2019–Jan 2022; Lead Director Jan 2022–Dec 2023 | Board leadership; stepped down Dec 2023 |
| Spark Therapeutics, Inc. | Director | Jan 2016–Dec 2019 | — |
| Circassia Pharmaceuticals plc (LON: CIR) | Director | Feb 2015–Feb 2019 | — |
| Orexigen Therapeutics, Inc. | Director | Apr 2012–May 2019 | — |
| Aeras (non-profit) | Director | Nov 2011–Oct 2018 | — |
| Hyperion Therapeutics, Inc. | Director | Feb 2008–May 2015 | — |
| Ikaria, Inc. | Director | Jan 2008–Feb 2014 | — |
Board Governance
- Independence: The Board determined Zoth is independent under Nasdaq and NI 52-110; also meets heightened independence standards for audit committees under SEC/Nasdaq/NI 52-110 .
- Committee roles: Audit Committee Chair; members include Zoth (Chair), Gerald Brunk, Richard Glickman; audit committee held five meetings in fiscal 2024; Zoth designated an “audit committee financial expert” . Nominating & Corporate Governance Committee member alongside Richard Glickman (Chair), Jasper Bos, Paul Hastings; committee held three meetings in fiscal 2024 . Not a member of the Compensation Committee; that committee comprises Gerald Brunk (Chair), Paul Hastings, Wouter Joustra; five meetings in fiscal 2024 .
- Attendance: Board held eight meetings in fiscal 2024; no director attended fewer than 75% of the Board/committee meetings on which they served .
- Board structure: Staggered board; Zoth’s term expires in 2027 . Independent directors hold regularly scheduled sessions without management .
Fixed Compensation
| Compensation Element | FY 2023 | FY 2024 |
|---|---|---|
| Fees earned or paid in cash (Zoth) | $0 (Board paid no director compensation in FY2023) | $54,327 |
Director fee schedule (policy applied in FY2024):
| Compensation Type | Amount |
|---|---|
| Board—Independent Chair/Lead Independent Director annual cash fee | $75,000 |
| Board—All non-employee directors annual cash fee | $40,000 |
| Audit Committee—Chair | $20,000 |
| Audit Committee—Member | $10,000 |
| Compensation Committee—Chair | $18,000 |
| Compensation Committee—Member | $9,000 |
| Nominating & Corporate Governance—Chair | $10,000 |
| Nominating & Corporate Governance—Member | $5,000 |
Policy caps: Non-employee director total annual compensation capped at $500,000; initial year cap $750,000 (cash plus equity grant date value) . Zoth’s FY2024 aggregate ($684,866) was within the $750,000 initial-year cap .
Performance Compensation
| Grant | Grant Date | Shares | Vesting | Expiration | Exercise Price | Grant-Date Fair Value (FY2024 total) |
|---|---|---|---|---|---|---|
| Initial Director Stock Option | Mar 24, 2024 | 40,000 | One-third each on 1st, 2nd, 3rd anniversaries, subject to service | 10 years | FMV at grant | Included in Zoth’s FY2024 option awards total $630,539 |
| Annual Director Stock Option | Jun 18, 2024 | 20,000 | 100% on first anniversary, subject to service | 10 years | FMV at grant | Included in Zoth’s FY2024 option awards total $630,539 |
Notes:
- All non-employee director options expire 10 years from grant, have exercise price equal to the grant-date FMV, and are subject to continued Board service .
- Zoth’s FY2024 total compensation: Option awards $630,539; cash fees $54,327; total $684,866 .
Other Directorships & Interlocks
| Director | Other Reporting Issuers | Exchanges |
|---|---|---|
| Lota Zoth | Inovio Pharmaceuticals, Inc.; 89BIO, Inc. | Nasdaq; Nasdaq |
- Related-party transaction screening: Disclosed related financings involve entities affiliated with other directors (Lumira; Forbion/FEAC), not Zoth. No material interests or related-party transactions were disclosed for Zoth in FY2024 .
Expertise & Qualifications
- CPA; designated audit committee financial expert by the Board .
- Senior finance leadership (MedImmune SVP & CFO; prior Controller/CAO) .
- Deep audit and governance experience across multiple life science boards, including audit chair roles and board leadership (chair/lead director) .
- B.B.A., Texas Tech University .
Equity Ownership
| Metric | Oct 31, 2024 | Apr 25, 2025 |
|---|---|---|
| Options outstanding (count) | 60,000; none vested as of Oct 31, 2024 | — |
| Beneficial ownership (Rule 13d-3, shares) | — | 33,333; less than 1% (“*”) of 51,070,851 shares outstanding |
| Notes on beneficial ownership | — | Includes 33,333 shares underlying stock options exercisable within 60 days (13,333 from initial option’s first tranche + 20,000 annual option) |
- Shares outstanding reference: 51,070,851 as of Apr 25, 2025 .
- No pledging or hedging disclosures were identified in the proxy relating to Zoth; standard director indemnification agreements in place .
Governance Assessment
- Strengths: Independent director with robust audit credentials; designated audit committee financial expert; chairs the Audit Committee; active committee participation (Audit; Nominating & Corporate Governance) and Board-level attendance compliance in FY2024 .
- Alignment: Director pay structure emphasizes equity via options; Zoth’s initial-year equity awards and cash fees remain within the plan’s director cap, signaling discipline in director compensation governance .
- Independence/Conflicts: No related-party transactions disclosed for Zoth; her other public company directorships (Inovio, 89BIO) are industry-adjacent but not disclosed as counterparties to enGene; audit committee policies include strict pre-approval and auditor independence oversight .
- Committee effectiveness: Audit Committee met five times in FY2024; NCG met three times; independent directors hold regular executive sessions without management, supporting board oversight quality .
- RED FLAGS to monitor:
- Board diversity is limited (one woman out of seven, 14% as of 2025), which may draw investor scrutiny; the company has no formal diversity targets though NCG considers diversity in director recruitment .
- No formal director term limits; relies on NCG evaluation and skills matrix for board renewal, which is acceptable but can be perceived as weaker than hard limits by some governance frameworks .