John Orloff, M.D.
About John Orloff, M.D.
Independent Class III director of Zenas BioPharma since January 2022; age 67 as of April 28, 2025. He serves as Chair of the Compensation Committee and is deemed independent under Nasdaq rules; the board states all directors except the CEO/Chair are independent. He is a physician-scientist and biopharma R&D leader, formerly EVP & Global Head of R&D at Alexion; prior leadership roles at Baxalta, Baxter BioScience, Merck Serono, Novartis, and Merck Research Laboratories; earlier faculty at Yale School of Medicine. Education: B.A. in Chemistry (Dartmouth), M.D. (University of Vermont), fellowship in endocrinology & metabolism (Yale).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alexion Pharmaceuticals Inc. | EVP & Global Head of Research & Development | Jun 2017 – Jul 2021 | Led R&D for rare disease portfolio |
| Baxalta Inc. | Global Head of R&D; Chief Scientific Officer | Jul 2015 – Jul 2016 | Led R&D pre-acquisition by Shire; R&D strategy |
| Novelion Therapeutics Inc. | Executive leadership roles | Not specified | Therapeutics leadership experience |
| Baxter BioScience | Executive leadership roles | Not specified | Biologics development |
| Merck Serono; Novartis AG; Merck Research Laboratories | Executive leadership roles | Not specified | Large-cap pharma development leadership |
| Yale University School of Medicine | Faculty (Endocrinology & Metabolism) | 1990 – 1997 | Academic clinician-scientist |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Agent Capital LLC | Venture Partner | Since Oct 2021 | Healthcare venture investing |
| BenevolentAI Ltd. (AMS: BAI) | Director (public company) | Sep 2021 – Oct 2024 | Departed board Oct 2024 |
Board Governance
- Committee assignments (2024): Chair, Compensation Committee; not on Audit or Nominating. Compensation Committee met 3 times in 2024; Audit Committee met 5 times; Nominating and Corporate Governance Committee (formed with IPO) did not meet in 2024.
- Independence: Board determined all directors except CEO/Chair (Moulder) are independent under Nasdaq and SEC rules, including Compensation Committee members.
- Attendance: Board met 6 times in 2024; each director attended at least 75% of aggregate board/committee meetings during their service period.
- Leadership structure: CEO also serves as Chairman; no formal policy requiring separation; lead independent director is not identified.
- Risk oversight: Compensation Committee oversees compensation-related risk, stock ownership guidelines, clawback policy oversight; Audit oversees financial reporting, legal/regulatory and cybersecurity risk; Nominating oversees independence and conflicts.
Fixed Compensation
| Component | 2024 Structure | 2025 Structure (effective Jan 1, 2025) | John Orloff 2024 Actual |
|---|---|---|---|
| Board annual cash retainer | $40,000 | $40,000 | $50,000 (includes $35,416 pre-IPO service cash) |
| Compensation Committee Chair cash fee | $10,000 | $12,000 | Included in fees |
| Compensation Committee member fee (non-chair) | $5,000 | $6,000 | N/A (chair) |
| Audit Committee chair/member; Nominating chair/member | Audit: $15,000 / $7,500; Nominating: $8,000 / $4,000 | Audit: $20,000 / $10,000; Nominating: $10,000 / $5,000 | N/A (not assigned) |
Notes:
- Compensation consultant: Alpine Rewards engaged Nov 2023; Compensation Committee assessed independence and found no conflicts.
- Clawback: Nasdaq 5608-compliant clawback policy applies to Section 16 officers; adopted and filed; committee oversees clawback policy.
- Anti-hedging: Policy prohibits hedging/monetization transactions for directors, officers, employees.
- Ownership guidelines: Committee empowered to recommend and monitor executive and director stock ownership guidelines; specific multiples not disclosed.
Performance Compensation
| Grant Date | Instrument | Shares/Options | Exercise Price | Vesting | Accounting Grant Date Fair Value |
|---|---|---|---|---|---|
| Feb 2024 | Stock options (2020 Plan) | 23,033 | $11.90 | Annual vesting over 3 years, service-based | Included in 2024 “Option Awards” value |
| Sep 2024 (IPO) | Stock options (2024 Plan) | 18,500 | $17.00 | Annual vesting over 3 years, service-based | Included in 2024 “Option Awards” value |
| Annual equity policy | Options for non-employee directors | 18,500 per year (ongoing) | FMV at grant | Vests earlier of 1-year or pre‑AGM date; service-based | Policy level only |
- 2024 equity value recognized for Dr. Orloff: $461,501 (ASC 718 grant-date fair value); awards are time-based stock options (no PSUs/RSUs, no performance metrics disclosed for directors).
- Equity program for directors is option-only; annual initial grant policy is 37,000 options at board entry; Orloff’s 2024 IPO-period grant was 18,500 due to his prior service and separate Feb 2024 grant.
Other Directorships & Interlocks
| Company | Type | Role | Committee roles |
|---|---|---|---|
| BenevolentAI Ltd. (AMS: BAI) | Public | Director (former) | Not disclosed |
- Compensation Committee interlocks: None—no Zenas executive served on another company’s comp committee that had an executive on Zenas’s board, and no Zenas Compensation Committee member has served as a Zenas officer.
Expertise & Qualifications
- Physician (M.D.), fellowship-trained endocrinologist; extensive leadership in global R&D across multiple large-cap and specialty pharma organizations.
- Venture investing perspective as Venture Partner at Agent Capital since 2021.
- Governance experience as former public-company director at BenevolentAI (through Oct 2024).
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (Apr 14, 2025) | 21,112 shares beneficially owned (represents options exercisable within 60 days); under 1% of outstanding shares (*) |
| Options outstanding (director table) | 58,807 options outstanding at Dec 31, 2024 (aggregate) |
| Shares outstanding (for % context) | 41,834,182 shares outstanding as of Apr 14, 2025 |
| Pledging/Hedging | Company policy prohibits hedging; no pledging disclosures for Dr. Orloff |
| Ownership guidelines | Committee authorized to set/monitor guidelines; specific multiple or compliance status not disclosed |
Governance Assessment
Positives
- Independent director; chairs the Compensation Committee; board confirms independence under Nasdaq/SEC rules.
- Strong biopharma R&D and clinical background; prior EVP/Head of R&D roles at Alexion and Baxalta enhance board’s development oversight.
- Clean related-party profile in disclosures—no Orloff-specific related-person transactions identified; disclosed related-party items involve other directors/investors.
- Compensation governance: independent consultant (Alpine) with no conflicts; formal clawback and anti-hedging policies.
Watch items / potential red flags (governance structure)
- Classified (staggered) board; CEO also serves as Chair; no lead independent director explicitly disclosed.
- Director equity uses time-based options only (no performance conditions), which may reduce explicit pay-for-performance linkage at the director level; however, equity aligns through share-price exposure.
- As an Emerging Growth Company, no say-on-pay vote yet; 2025 AGM voted only on director elections (Class I) and auditor ratification.
Shareholder voting context (2025 AGM)
- Directors elected: Leon O. Moulder, Jr. (For: 34,077,048; Against: 320,261), Hongbo Lu, Ph.D. (For: 33,266,315; Against: 1,129,869). Auditor ratification passed (For: 35,856,550; Against: 7,670).
Director Compensation Detail (2024)
| Metric | Amount |
|---|---|
| Fees earned or paid in cash | $50,000 (includes pre-IPO service cash) |
| Option awards (ASC 718 grant-date value) | $461,501 |
| Options outstanding at YE 2024 | 58,807 |
| 2024 Grants detail | 23,033 options at $11.90 (3-year annual vesting); 18,500 options at $17.00 (3-year annual vesting) |
Related-Party and Conflicts Check
- Related-person transactions disclosed include financings and licensing agreements involving entities affiliated with other directors (e.g., SR One, Enavate, Longitude, Fairmount; Viridian; Dianthus). None attribute a direct financial interest or transaction to Dr. Orloff.
Attendance and Engagement
- Board met six times in 2024; each director, including Dr. Orloff, attended at least 75% of applicable meetings. Compensation Committee met three times in 2024.
Policy Framework Relevant to Alignment
- Clawback policy compliant with Nasdaq Rule 5608 (financial restatement-based recovery for Section 16 officers).
- Anti-hedging policy prohibits hedging/monetization transactions for directors.
- Committee mandate includes stock ownership guidelines for directors (specific thresholds not disclosed).