Zachary Scheiner
About Zachary Scheiner
Independent Class III director of Nkarta, Inc. (NKTX), age 48, serving since February 2020. Principal at RA Capital Management since December 2017 (Associate April 2015; Analyst April 2017); previously Science Officer at California Institute for Regenerative Medicine (2008–2015). Education: B.S. Molecular Biophysics & Biochemistry (Yale), Ph.D. Neurobiology & Behavior (University of Washington). Also serves on LENZ Therapeutics’ board; Nkarta’s Board determined him independent under Nasdaq rules despite RA Capital affiliation; his Class III term at Nkarta expires at the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RA Capital Management, L.P. | Principal; previously Associate, Analyst | Principal since Dec 2017; Associate Apr 2015; Analyst Apr 2017 | Life sciences investing; portfolio oversight |
| California Institute for Regenerative Medicine (CIRM) | Science Officer | Sep 2008 – Mar 2015 | Programmatic science oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LENZ Therapeutics, Inc. (NASDAQ: LENZ) | Director (Class III) | Since March 2024 | Member, Audit Committee; Member, Nominating & Corporate Governance Committee |
| Various private biotech companies | Director | Not disclosed | Board service on several private companies |
Board Governance
| Item | Details |
|---|---|
| Independence | Board determined Scheiner “independent” under Nasdaq standards; considered affiliations with entities >5% holders (including RA Capital) |
| Board/Committee Attendance | 2024: Board met 6x; Audit 4x; Compensation 6x; Nominating & Governance 5x; Science & Technology 1x; all directors attended ≥75% of aggregate meetings; independent directors hold regular executive sessions |
| Committees (Nkarta) | Nominating & Governance (member; 5 meetings in 2024). Science & Technology (member; 1 meeting in 2024) |
| Board Tenure/Classification | Class III director; term expires at 2026 annual meeting |
| Executive Sessions | Independent directors meet in regularly scheduled sessions without management |
Fixed Compensation
| Component | Policy (Annual) | Notes |
|---|---|---|
| Board retainer (cash) | $40,000 | Paid quarterly, prorated for partial quarters |
| Lead Independent/Chair retainer | $30,000 | If applicable |
| Committee Chair retainers | Audit $15,000; Compensation $12,000; Nominating & Governance $10,000; Science & Technology $12,000 | |
| Committee Member retainers | Audit $7,500; Compensation $6,000; Nominating & Governance $5,000; Science & Technology $6,000 | |
| Reimbursement | Reasonable out-of-pocket expenses per policy |
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| Zach Scheiner (FY 2024) | 45,723 | — | 119,104 | — | 164,827 |
Performance Compensation
| Equity Vehicle | Grant Practices | Vesting | Change-in-Control |
|---|---|---|---|
| Non-employee director stock options | Annual grant equal to lesser of 46,000 shares or ~$270,000 grant-date FV; initial grant for new directors up to 92,000 shares or ~$540,000 | Annual grants vest on first anniversary of grant; initial grants vest 1/3 per year over three years | Outstanding unvested director options vest upon change in control |
| Award Date | Type | Shares/Units | Price/Strike | Vesting/Terms | Source |
|---|---|---|---|---|---|
| 2024-06-13 | Stock Option (right to buy) | 22,500 | $6.23 | Annual director grant per policy; annual grants vest on first anniversary | |
| 2025-06-05 | Stock Option (right to buy) | 46,000 | $1.83 | Annual director grant per policy; annual grants vest on first anniversary |
The 2024 director equity grant size for all continuing non-employee directors was 22,500 options with aggregate grant-date FV $119,104; newly elected director Vratsanos received 45,000 options (FV $243,135) .
Other Directorships & Interlocks
- RA Capital is a significant Nkarta holder (18.8% beneficial ownership across RA Capital entities including pre-funded warrants); Board explicitly considered director affiliations with >5% holders when determining independence .
- March 2024 Offering: RA Capital purchased 3,000,000 common shares plus 3,000,031 pre-funded warrants for $60,000,000; disclosure notes Scheiner is a partner at RA Capital .
Expertise & Qualifications
- Life sciences and investing expertise; experience monitoring R&D and technical risk via Science & Technology Committee membership .
- Governance and board composition expertise via Nominating & Governance Committee .
- Audit and governance exposure at LENZ via Audit and Nominating & Corporate Governance committees .
Equity Ownership
| Holder | Shares/Options Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Zachary Scheiner | 88,211 options exercisable within 60 days of April 10, 2025 | <1% | Does not have voting/dispositive control over RA Capital shares |
| RA Capital (affiliated entities) | 13,893,371 (including 3,000,031 pre-funded warrants and options held for benefit of RA Capital) | 18.8% | RA Capital entities as detailed in Schedule 13D/A |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Quantity | Price | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|---|---|
| 2025-06-09 | 2025-06-05 | A (Award) | Stock Option (right to buy) | 46,000 | $1.83 | 46,000 | https://www.sec.gov/Archives/edgar/data/1787400/000095017025083684/0000950170-25-083684-index.htm |
| 2024-06-14 | 2024-06-13 | A (Award) | Stock Option (right to buy) | 22,500 | $6.23 | 22,500 | https://www.sec.gov/Archives/edgar/data/1787400/000095017024073652/0000950170-24-073652-index.htm |
Governance Assessment
- Independence and conflicts: Board affirmed independence despite RA Capital affiliation; Audit Committee oversees related party transactions; Scheiner does not control RA Capital votes; nonetheless RA Capital’s sizable ownership and participation in financing is a monitoring item for potential conflicts of interest. No loans or personal related-party transactions disclosed for Scheiner; Audit Committee pre-approves auditor services .
- Attendance and engagement: Meets threshold (≥75%) with committee service on two governance-critical committees; Board and committees maintained regular cadence; independent-only executive sessions support oversight quality .
- Compensation alignment: 2024 director comp was majority equity via options ($119,104 options vs $45,723 cash), consistent with alignment approach; annual director grants are time-based options, with single-trigger vesting on change in control for directors’ unvested options .
- Other public roles: Concurrent service at LENZ with Audit and Nominating & Governance roles indicates strong governance literacy; no disclosed interlocks with Nkarta’s competitors or suppliers beyond venture fund representation .
RED FLAGS
- Significant shareholder affiliation: RA Capital’s 18.8% position and March 2024 financing participation while Scheiner is a principal raises potential perceived conflicts; mitigated by independence determination, explicit disclosures, and Audit Committee oversight of related person transactions .
- Change-in-control vesting: Automatic vesting of unvested director options upon change in control can be investor-unfriendly; common in biotech but worth monitoring for entrenchment/performance alignment concerns .
Policies and Procedures: Related person transactions policy requires Audit Committee review; directors with interests abstain from voting on such transactions; terms must be no less favorable than third-party equivalents .
Notes and References
- Nkarta 2025 Proxy Statement (DEF 14A) document citations: .
- Nkarta 2024 Proxy Statement (DEF 14A) related party and ownership context: .
- LENZ Therapeutics (DEF 14A and governance pages): .