Zach Scheiner
About Zach Scheiner
Zach Scheiner, Ph.D., age 48, is an independent director of LENZ Therapeutics (Class III), serving on the board since March 2024 after previously serving on LENZ OpCo’s board from October 2020 through the merger. He is a Principal at RA Capital Management (joined 2015; Principal since Dec 2017), and previously was a Science Officer at the California Institute for Regenerative Medicine (CIRM). He holds a B.S. in Molecular Biophysics & Biochemistry (Yale) and a Ph.D. in Neurobiology & Behavior (University of Washington) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RA Capital Management, L.P. | Associate → Analyst → Principal | Apr 2015–present (Principal since Dec 2017) | Life sciences investing experience cited as board qualification . |
| California Institute for Regenerative Medicine (CIRM) | Science Officer | Sep 2008–Mar 2015 | Scientific diligence/oversight background . |
| LENZ OpCo (pre-merger) | Director | Oct 2020–Mar 2024 | Continued as director of public LENZ post-merger . |
External Roles
| Organization | Listing | Role | Notes |
|---|---|---|---|
| Nkarta Therapeutics, Inc. | Nasdaq: NKTX | Director | Current public company directorship . |
| Several private biotechnology companies | — | Director | Current roles per LENZ proxy . |
Board Governance
- Independence: Board determined Dr. Scheiner is independent; six of seven current directors are independent (only CEO not independent) .
- Committees and roles:
- Audit Committee: Member; committee chaired by Shelley Thunen; all members independent and financially literate .
- Nominating & Corporate Governance Committee: Member; chaired by Jeff George; all members independent .
- Not a member of the Compensation Committee (membership disclosed in director matrix) .
- Attendance: Following the merger through Dec 31, 2024, the board met six times; each director attended at least 75% of board and applicable committee meetings .
- Board leadership: Independent Chair (Jeff George); CEO and Chair roles separated .
- Executive sessions: Non-employee directors meet in executive session at least twice per year .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer – non-employee director | 40,000 | Paid quarterly, prorated . |
| Non-executive Chair additional retainer | 30,000 | In addition to director retainer . |
| Audit Committee – Chair / Member | 15,000 / 7,500 | Annual . |
| Compensation Committee – Chair / Member | 12,000 / 6,000 | Annual . |
| Nominating & Corporate Governance – Chair / Member | 10,000 / 5,000 | Annual . |
| 2024 Director Compensation (LENZ) | Fees Earned ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Zach Scheiner | 40,962 | 333,804 | 374,766 |
Notes:
- Outside Director Compensation Policy fees are additive (committee chair/member plus base retainer) and paid quarterly; reasonable travel expenses reimbursed .
- Director compensation cap: $750,000 per fiscal year (increased to $1,000,000 in first year as a director) .
Performance Compensation
| Award Type | Grant/Policy Details | Vesting | 2024 Grant Value |
|---|---|---|---|
| Initial Option Award (new directors) | 27,000 options upon becoming a non-employee director | Monthly over 36 months (equal monthly installments), service-based | N/A (policy) |
| Annual Option Award | 13,500 options after each annual meeting; first award pro-rated if mid-cycle | Vests in full on first anniversary (or next annual meeting, per policy), service-based | N/A (policy) |
| Change-in-Control (CIC) | Director equity fully vests immediately prior to CIC, subject to service through CIC date | Single-trigger acceleration for outside directors | N/A |
| 2024 Option Awards (individual) | Director option grant(s) made in 2024 | As per policy | $333,804 grant-date fair value (ASC 718) |
Additional equity plan mechanics:
- Directors are eligible for all award types except ISOs under the 2024 Equity Incentive Plan; annual director compensation (cash + equity grant-date value) capped as noted above .
- RSUs and performance awards exist under plan generally, with administrator discretion on metrics/settlement, but director program is structured around option grants per policy .
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Transaction |
|---|---|---|
| RA Capital Management, L.P. | Employer; 15.5% LENZ holder via affiliated funds | Participated in LENZ OpCo Series B ($15.0M) and March 2024 PIPE ($15.0M for 998,009 shares); footnotes disclose Dr. Scheiner’s affiliation and that he does not have voting/dispositive control over RA’s LENZ shares . |
| Nkarta Therapeutics (NKTX) | External public board | Unrelated therapeutic area; listed as current directorship . |
| Other investors with board ties | Versant and Point72 are >5% holders; board includes members affiliated with these firms | Significant holders and prior LENZ OpCo investor rights; transactions and relationships disclosed; related party transactions overseen per committee charters . |
Expertise & Qualifications
- Life sciences investing and portfolio governance (RA Capital) and scientific oversight (CIRM), supporting audit literacy and governance work .
- Academic credentials in molecular biology and neurobiology (Yale B.S.; Washington Ph.D.) .
Equity Ownership
| Holder | Beneficial Ownership (as of Apr 14, 2025) | Notes |
|---|---|---|
| Zach Scheiner | 10,500 shares (all via options exercisable within 60 days) | Less than 1% of outstanding; footnote states options within 60 days; does not control RA Capital’s LENZ shares . |
| Outstanding options (12/31/2024) | 27,000 options | Consistent with “Initial Award” policy . |
Governance Assessment
- Board effectiveness and engagement:
- Active committee service on Audit and Nominating & Corporate Governance, with full independence and financial literacy requirements met at the committee level; audit chaired by an audit committee financial expert .
- Attendance threshold met (≥75%) in 2024 post-merger integration period .
- Alignment and incentives:
- Director pay mix skewed heavily to equity in 2024 (cash $40,962 vs option value $333,804), aligning with investor outcomes but via options rather than RSUs/DSUs .
- Director compensation limits and structured option program create predictability; change-in-control provides single-trigger acceleration for directors (common in early-stage biotech but can be viewed as a potential misalignment risk) .
- Independence and conflicts:
- Independence affirmed by the board; Scheiner is RA Capital-affiliated, while RA Capital is a significant stockholder and PIPE/Series B participant. Footnotes clarify he does not control RA Capital’s LENZ holdings; related-party financings were disclosed and are within oversight of audit committee (related-party review) and nom/gov (conflicts oversight for non-RPT issues) .
- RED FLAG (potential): Institutional-affiliated director with funds that invested in company (Series B and PIPE) creates perceived conflict risk; mitigants include formal independence determination, committee oversight structures, and explicit disclosures .
- Shareholder engagement and oversight:
- Executive sessions held at least semiannually; independent chair structure supports oversight .
- Audit committee oversight includes related-party transactions and cyber risk; nom/gov oversees board evaluations and conflicts (non-RPT) .
Overall signal: Strong biotech-investor governance experience and active committee roles support board oversight; equity-heavy compensation aligns with shareholder value creation. The principal governance sensitivity is RA Capital’s significant ownership and financing participation alongside Scheiner’s board seat—appropriately disclosed and committee-oversighted but a standing related-party perception risk for investors to monitor .