Patrick Zenner
About Patrick Zenner
Patrick Zenner, age 78, has served on RNAC’s Board since June 2017 and was appointed Lead Independent Director on October 29, 2025 (previously Lead Director June 2018–November 2019). He retired as President and CEO of Hoffmann‑La Roche Inc., North America after a 32-year career, and holds a B.S./B.A. from Creighton University and an M.B.A. from Fairleigh Dickinson University. The Board has determined he is independent under Nasdaq rules and he qualifies as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hoffmann‑La Roche Inc., North America | President & CEO | Retired 2001; 32‑year career | Senior pharma executive experience |
| West Pharmaceutical Services, Inc. | Chairman of the Board and Director | 2002–May 2022 | Board leadership |
| ArQule, Inc. | Chairman of the Board and Director | 2002–Jan 2020 | Board leadership |
| Par Pharmaceuticals, Inc. | Director | Until sale in 2012 | Transaction oversight |
| CuraGen Corporation | Director | Until sale in Sep 2009 | Transaction oversight |
| Geron Corporation; Xoma Ltd.; Exact Sciences, Inc. | Director | Resigned in 2010 | Governance contributor |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Creighton University | Board of Trustees | Current | Trustee |
| Fairleigh Dickinson University | Chairman Emeritus, Board of Trustees | Current | Governance leadership |
Board Governance
- Committee assignments (2024 structure): Audit (member), Compensation (member), Nominating & Corporate Governance (Chair). Science & Technology: not listed for Zenner.
- Lead Independent Director: Appointed October 29, 2025; compensated per Non‑Employee Director Compensation Program.
- Independence: Board determined Zenner is independent (Audit Committee independence under Rule 10A‑3 and Nasdaq; Nominating & Corporate Governance independence). Zenner is an “audit committee financial expert.”
- Attendance: Board held 26 meetings in 2024; each director attended at least 75% of Board and committee meetings during service. All incumbent directors attended all three stockholder meetings in 2024. Executive sessions of independent directors were regularly scheduled.
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 5 |
| Compensation | Member | 7 |
| Nominating & Corporate Governance | Chair | 4 |
Fixed Compensation
- Program structure (2024): Annual director cash retainer $40,000; Chairman $30,000; Lead Independent Director $25,000; Audit Chair $15,000 and members $7,500; Compensation Chair $12,000 and members $6,000; Nominating Chair $10,000 and members $5,000; Science & Technology Chair $12,000 and members $6,000 (effective March 20, 2024). Paid quarterly in arrears.
- Amendments effective December 12, 2024: Increased Chair retainers for Chairman (+$5,000 to $35,000), Audit Chair/member (+$5,000/+$2,500), Compensation Chair/member (+$3,000/+$1,500), Science & Technology Chair/member (+$3,000/+$1,500).
| Year | Fees earned or paid in cash ($) | Notes |
|---|---|---|
| 2024 | 63,717 | RNAC Director Compensation table (Zenner) |
Performance Compensation
- 2024 awards (grant-date fair value): Stock awards $116,619; Option awards $114,631.
- Equity structure (2024 program): Initial equity upon appointment/election—options to purchase 7,600 shares vest monthly over 3 years; 5,933 RSUs vest in three equal annual installments; change‑in‑control acceleration. Annual equity for directors—options to purchase 3,800 shares and 2,600 RSUs vest on first anniversary (Chairman options 4,000).
- Amendments effective December 12, 2024: Increased annual options to 7,800 for non‑chair directors (8,000 for Chairman); increased initial options to 17,200 for directors (17,866 for Chairman); reduced initial RSUs to 5,800.
| Year | Stock awards ($) | Option awards ($) | Unvested RSUs (count) | Options outstanding (count) | Vesting Terms |
|---|---|---|---|---|---|
| 2024 | 116,619 | 114,631 | 5,933 | 7,600 | Initial options vest monthly over 3 years; RSUs in 3 annual tranches; annual awards vest on first anniversary |
No director‑level performance metrics (e.g., TSR or EBITDA) are tied to director compensation; equity vests time‑based as disclosed.
Other Directorships & Interlocks
| Company | Public? | Role | Tenure | Potential Interlock/Conflict Notes |
|---|---|---|---|---|
| West Pharmaceutical Services, Inc. | Yes | Chairman & Director | 2002–May 2022 | No RNAC‑disclosed transactions with West; no conflict disclosed |
| ArQule, Inc. | Yes (during tenure) | Chairman & Director | 2002–Jan 2020 | No RNAC‑disclosed conflict |
| Par Pharmaceuticals, Inc. | Yes (during tenure) | Director | Until 2012 sale | No RNAC‑disclosed conflict |
| CuraGen Corporation | Yes (during tenure) | Director | Until Sep 2009 sale | No RNAC‑disclosed conflict |
| Geron; Xoma; Exact Sciences | Yes | Director | Resigned 2010 | No RNAC‑disclosed conflict |
Expertise & Qualifications
- Senior pharma operator (President & CEO, Hoffmann‑La Roche North America); extensive biotech board leadership.
- Audit committee financial expert designation; financial literacy.
- Education: B.S./B.A. Creighton; M.B.A. Fairleigh Dickinson; current trustee roles at both institutions noted above.
Equity Ownership
| As of | Shares beneficially owned | % of shares outstanding | Shares outstanding reference | Options (exercisable within 60 days, if any) | Notes |
|---|---|---|---|---|---|
| Apr 14, 2025 | 7,406 | <1% (“*” per proxy) | 25,937,101 | Not separately listed for Zenner in 60‑day category | Beneficial ownership per Security Ownership table |
- Outstanding equity at 12/31/2024: 7,600 options; 5,933 unvested RSUs.
- Hedging and pledging of Company stock prohibited for directors; insider trading policy restricts transactions, with no pledges approved for executive officers in 2024.
Governance Assessment
- Board effectiveness: Zenner chairs Nominating & Corporate Governance, is active on Audit and Compensation, and was elevated to Lead Independent Director in Oct 2025—signals confidence in his governance leadership and independence.
- Independence and expertise: Affirmed independent; audit committee financial expert—enhances oversight of financial reporting, related‑party review, and risk.
- Engagement: Board met 26 times in 2024; directors met attendance thresholds; independent director executive sessions held regularly.
- Compensation alignment: Director pay mixes cash with time‑vested equity; program updated in Dec 2024 to increase option grants and select chair retainers—suggests market alignment, not pay inflation specific to Zenner.
- Conflicts: Related‑party transactions disclosed centered on Timothy A. Springer and affiliates; no Zenner‑related transactions disclosed. Audit Committee oversees related‑party approvals; directors cannot approve transactions where they are related persons.
Additional governance signals
- Compensation Committee uses independent consultant (Compensia); Board notes no consultant conflicts; committee independence maintained; decisions are judgment‑based vs strict percentile benchmarking.
- Anti‑hedging and anti‑pledging policies in place; executive clawback policy adopted Oct 2, 2023 (SOX‑compliant).
- Say‑on‑pay 2025: Stockholders approved NEO compensation (FOR 19,701,123; AGAINST 157,132; ABSTAIN 1,726; broker non‑votes 2,008,823).
RED FLAGS
- None disclosed specific to Zenner: no related‑party transactions, hedging/pledging prohibited, attendance thresholds met, and strong committee leadership and expertise.