James Boylan
About James Boylan
James P. Boylan, age 58, is an independent Class II director of Zenas BioPharma and has served on the board since November 2022. He is Chief Executive Officer of Enavate Sciences Inc. (a Patient Square Capital portfolio company) and brings 25+ years in life sciences investment banking, including senior roles at SVB Leerink and Merrill Lynch. He holds an MBA in finance from Columbia Business School and a BS in finance from Lehigh University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SVB Leerink | President and Head of Investment Banking | Prior to Enavate (dates not specified) | Led investment banking; advised life sciences issuers on capital markets/M&A |
| Merrill Lynch & Co. | Managing Director, Healthcare Investment Banking | Prior to SVB Leerink | Advised biotechnology/life sciences companies on financings and M&A |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Enavate Sciences Inc. | Chief Executive Officer | Since May 2022 |
| Immunome Therapeutics, Inc. (Nasdaq: IMNM) | Director | Current |
| Compass Therapeutics, Inc. (Nasdaq: CMPX) | Director | Current |
| Graviton Biosciences | Director | Current |
| CAMP4 Therapeutics Corp. (Nasdaq: CAMP) | Director | Current |
| Enavate Sciences GP, LLC (general partner of Zebra Aggregator, LP) | Manager (with others) exercising voting/dispositive power over ZBIO shares held by Zebra | Enavate-affiliated holder of ~9.0% of ZBIO; Boylan disclaims beneficial ownership |
Board Governance
- Independence: The board determined all directors other than the CEO are independent under Nasdaq and SEC rules; Boylan is independent.
- Committee assignments and chairs (current): Audit Committee member; Compensation Committee member; not a chair. Audit chaired by Patricia Allen; Compensation chaired by John Orloff, M.D.; Nominating & Corporate Governance chaired by Jake Nunn.
- Attendance and engagement: Board met six times in 2024; each director attended at least 75% of board and relevant committee meetings. The Audit Committee met five times; the Compensation Committee met three times in 2024.
- Audit Committee Report signatories: Patricia Allen (Chair), James Boylan, Patrick Enright.
- Clawback and anti-hedging: Company maintains a Dodd-Frank/Nasdaq-compliant clawback policy and prohibits hedging/monetization transactions by directors.
Fixed Compensation
| Component | 2024 Amount (Boylan) | Policy Detail (2024) | Policy Detail (2025 update) |
|---|---|---|---|
| Annual Board Cash Retainer | $15,313 | Standard annual cash retainer $40,000 (prorated for service period) | Unchanged ($40,000) |
| Committee Member Fees | Included in cash above | Audit $7,500; Compensation $5,000; Nominating $4,000 (non-chairs) | Audit $10,000; Compensation $6,000; Nominating $5,000 (non-chairs) |
| Committee Chair Fees | — | Audit Chair $15,000; Compensation Chair $10,000; Nominating Chair $8,000 | Audit Chair $20,000; Compensation Chair $12,000; Nominating Chair $10,000 |
Notes: Boylan’s 2024 cash reflects partial-year accruals post-IPO policy adoption. Total 2024 director compensation for Boylan: $494,981 ($15,313 cash; $479,668 option grant-date fair value).
Performance Compensation
| Equity Award | Grant Timing | Number of Options | Exercise Price | Vesting | Grant-Date Fair Value (2024) |
|---|---|---|---|---|---|
| Initial non-employee director grant (2024 Plan) | September 2024 (in connection with IPO) | 37,000 | $17.00 | Annual vesting over 3 years, subject to continued service | $479,668 |
| Annual director equity policy | Ongoing policy | 18,500 (annual grant) | FMV on grant date | Vests on earlier of 1-year anniversary or day before next annual meeting | — |
Additional details:
- Outstanding options at 12/31/2024: 37,000 options (Boylan).
- Equity award mechanics: 10-year term; exercise price equals closing price on grant date; grants designed to avoid MNPI timing.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company directorships | Immunome Therapeutics (IMNM), Compass Therapeutics (CMPX), CAMP4 Therapeutics (CAMP). |
| Private/other boards | Graviton Biosciences (private). |
| Shareholder interlock | Enavate-affiliated Zebra Aggregator, LP holds ~3,761,359 ZBIO shares (9.0%). Voting/dispositive power resides collectively with Enavate GP managers including Boylan; Boylan disclaims beneficial ownership. |
| Historical board designation | Boylan initially served as a representative of pre-IPO stockholders under the Shareholders Agreement; such directors continue until successors are elected. |
Potential conflict signal: Boylan’s executive role at Enavate and governance role at Enavate GP that votes a 5%+ ZBIO stake may pose perceived conflicts on capital allocation, financing, or related votes, mitigated by independence determinations and related-party review processes.
Expertise & Qualifications
- Capital markets and M&A expert in life sciences; 25-year investment banking tenure advising hundreds of biotech companies.
- Financial oversight experience through Audit Committee service at Zenas; however, the board’s designated Audit Committee financial expert is Patricia Allen, not Boylan.
- Academic credentials: MBA, Columbia Business School; BS, Lehigh University.
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (common shares) | 0 shares as of April 14, 2025 (no options exercisable within 60 days) |
| Options outstanding (12/31/2024) | 37,000 options (non-exercisable within 60 days of 4/14/2025) |
| Ownership guidelines | Compensation Committee is empowered to recommend director ownership guidelines; specific targets not disclosed. |
| Hedging/Pledging | Hedging/monetization prohibited by insider trading policy; no disclosure of pledging by directors. |
Governance Assessment
-
Strengths
- Independent director; serves on both Audit and Compensation Committees, supporting board oversight of financial reporting and pay practices.
- Attendance met the board’s minimum threshold (≥75%); active committee cadence (Audit: 5; Compensation: 3 in 2024).
- Company-level policies support investor alignment: clawback policy (Nasdaq Rule 10D-1 compliant) and anti-hedging policy covering directors.
- Clear non-employee director compensation framework with annual cash/equity limits (caps of $750,000; $1,000,000 for lead independent or first-year).
-
Watch items / RED FLAGS
- Related-party exposure: Enavate-affiliated Zebra holds ~9.0% of ZBIO, with Boylan among managers controlling voting/dispositive decisions; while he disclaims beneficial ownership, the association warrants continued monitoring for recusals and Audit Committee reviews of any transactions.
- Beneficial ownership alignment: Boylan reported 0 shares beneficially owned as of the record date (no options exercisable within 60 days), though he holds 37,000 time-vested options; lack of current share ownership may be perceived as lower “skin-in-the-game” absent disclosed ownership guidelines.
-
Compensation structure signals
- Pay mix is primarily equity via options with multi-year vesting, aligning with long-term value creation; 2024 option grant valued at $479,668 with $17.00 strike.
- 2025 cash retainers modestly increased for committee roles after peer review by independent consultant (Alpine Rewards), aligning with market practices.
Board Governance (Detail)
| Item | Status |
|---|---|
| Committee assignments | Audit (Member); Compensation (Member) |
| Committee chairs | Audit: Patricia Allen; Compensation: John Orloff; Nominating & Corporate Governance: Jake Nunn |
| Independence | Independent (Nasdaq/SEC) |
| Meetings/Attendance | Board met 6x; each director ≥75% attendance; Audit met 5x; Compensation met 3x (2024) |
Fixed Compensation (Detail for 2024)
| Name | Cash Fees ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| James Boylan | $15,313 | $479,668 | $494,981 |
Performance Compensation (Equity Mechanics)
| Policy/Grant | Terms |
|---|---|
| Initial director equity (post-IPO 2024) | 37,000 stock options; 3-year annual vesting; $17.00 exercise price (Boylan received this grant) |
| Annual director equity | 18,500 stock options; vest on earlier of 1-year anniversary or day prior to next annual meeting |
| Option design | 10-year term; strike = closing price on grant date; grants not timed around MNPI |
Other Relevant Disclosures
- Related-party transactions oversight: Audit Committee reviews and approves related person transactions under a written policy; transactions must be on arm’s-length terms.
- Pre-IPO shareholder rights: Registration rights and prior board designation rights existed under the Shareholders Agreement; registration rights expire by the earlier of Rule 144 availability without limitation for three months or September 12, 2027.
Bottom line: Boylan brings deep capital markets expertise and contributes to key oversight committees with satisfactory attendance and independence. The primary governance risk is an interlock with a 5%+ shareholder (Enavate/Zebra) where he has a managerial role influencing voting power; continued transparent recusals and related-party oversight are important to maintain investor confidence.