Leon O. Moulder, Jr.
About Leon O. Moulder, Jr.
Leon O. Moulder, Jr. (age 67) is Founder, Chief Executive Officer since August 2023, and Chairman of the Board since 2020 at Zenas BioPharma, Inc. He holds a Pharmacy degree from Temple University and an MBA from the University of Chicago Booth School of Business . The company did not disclose TSR, revenue growth, or EBITDA growth metrics tied to his performance evaluation; 2024 corporate goals were deemed achieved at 102.5%, and his annual bonus was determined entirely based on company performance . He previously co-founded and led TESARO, Inc. until its acquisition by GSK in January 2019, and has extensive biopharma leadership and board experience .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Zenas BioPharma | Founder; CEO; Chairman | CEO since Aug 2023; Chair since 2020 | Founder-led strategy; public listing; 2024 corporate goals achieved 102.5% |
| Tellus BioVentures, LLC | Managing Member | Since Mar 2019 | Early-stage life sciences investment; board representation at Tellus portfolio companies |
| TESARO, Inc. | CEO and Director | 2010–2019 | Built oncology biopharma; acquired by GSK in Jan 2019 |
| Abraxis BioScience Inc. | President, CEO, Vice Chairman | 2009–2010 | Led biopharma operations pre-integration |
| Eisai Corp. of North America / MGI PHARMA | Vice Chairman (Eisai); President & CEO (MGI) | Prior to 2009 | Executive leadership through acquisition and integration |
| Marion Laboratories / Sanofi predecessors | Various roles | 17-year career | Commercial and operational foundation in pharma |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Temple University | Trustee; Chair, Temple University Japan | Current | Academic governance and international strategy |
| University of Chicago Booth; Polsky Center | Council Member | Current | Entrepreneurship and innovation ecosystem engagement |
| Zai Lab Ltd. (Nasdaq: ZLAB) | Director | Current | Regional biopharma collaboration potential; China strategy |
| Dianthus Therapeutics (Nasdaq: DNTH) | Director | Current (Tellus portfolio) | Portfolio oversight; antibody programs |
| Trevena, Inc. (Nasdaq: TRVN) | Director | 2013–2023 | Clinical-stage governance experience |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $126,923 (prorated; annual $250,000 starting June 29, 2023) | $429,924 paid; base increased from $400,000 to $500,000 effective Sept 16, 2024 |
| Target Bonus (% of Base) | Not disclosed for 2023; waived bonus | 50% |
| Actual Annual Bonus ($) | Waived | $256,300 |
| All Other Compensation ($) | $0 | $330 (spot bonus $250 + tax gross-up $80) |
Notes:
- CEO’s 2024 bonus was determined entirely on corporate performance; corporate goals achieved at 102.5% .
- CEO receives no additional director fees for board service .
Performance Compensation
Annual Cash Incentive Plan Details (FY 2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate goals (Short-Term Incentive Plan) | 100% (CEO) | 50% of base salary | 102.5% achievement | $256,300 | Cash in FY2025 |
Equity Awards Granted (2024)
| Grant Date | Instrument | Shares | Exercise Price ($) | Term | Vesting Schedule |
|---|---|---|---|---|---|
| Sep 12, 2024 | Stock Options | 1,486,000 | 17.00 | 10 years | 25% at 1-year; remainder monthly over 36 months (service-based) |
| Jul 17, 2023 (outstanding at YE) | Stock Options | 308,069 (115,525 exercisable; 192,544 unexercisable) | 9.30 | 10 years (to 7/17/2033) | Time-based per plan; 25% at 1-year; monthly thereafter |
Grant-date fair value of CEO option awards:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Option Awards (ASC 718 fair value, $) | 2,474,587 | 19,311,462 |
Vesting dynamics and potential selling pressure:
- Options vest monthly after the 1-year cliff, increasing exercisable supply steadily over 36 months; all CEO options have 10-year terms and were granted at closing market prices to avoid grant timing concerns .
- Insider trading policy prohibits hedging/monetization transactions; reduces ability to offset exposure, but does not explicitly prohibit pledging in the policy summary; no pledged shares disclosed in beneficial ownership .
Equity Ownership & Alignment
| Ownership Component | Shares | % Outstanding |
|---|---|---|
| Direct common stock | 266,155 | 0.6% (of 41,834,182) |
| Options exercisable within 60 days | 147,616 | 0.4% |
| Indirect (Tellus BioVentures, LLC) | 1,672,039 | 4.0% |
| Total beneficial ownership | 2,085,810 | 4.9% |
Additional alignment factors:
- Anti-hedging policy in place; discourages misaligned risk transfer .
- Stock ownership guidelines may be established and monitored by Compensation Committee, but specific executive guidelines or compliance status were not disclosed .
Outstanding CEO Option Awards at 12/31/2024:
| Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|
| 115,525 | 192,544 | 9.30 | 07/17/2033 |
| — | 1,486,000 | 17.00 | 09/11/2034 |
Employment Terms
| Term | CEO Provision |
|---|---|
| Current role start date | CEO since August 2023; Chairman since 2020 |
| Base salary | $500,000 (post-IPO agreement; increased from $400,000 on 9/16/2024) |
| Target bonus | 50% of base salary |
| Severance (non-CoC) | 12 months base salary + up to 12 months COBRA reimbursement |
| Severance (double-trigger CoC) | 18 months base salary + 18 months COBRA + 150% of target bonus + full vesting of all outstanding equity |
| Triggers | “Cause,” “Good Reason,” “Change in Control,” “Disability” defined in agreement |
| Restrictive covenants | 1-year non-solicit; perpetual confidentiality and non-disparagement; IP assignment |
| Clawback | Nasdaq Rule 10D-1 compliant clawback for restatements (3-year lookback) |
| Tax gross-ups | No contractual tax gross-ups; small spot-bonus gross-up observed in 2024 |
| Equity grant practices | Grants at closing price on grant date; no opportunistic timing; no 1Q25 grants post-IPO |
Board Governance
- Dual role: CEO and Chairman; board cites founder context as rationale; board risk oversight distributed among committees .
- Independence: Board determined all directors except Mr. Moulder are independent under Nasdaq and SEC rules; CEO not independent by virtue of role .
- Committee roles: Mr. Moulder serves on no committees. Audit Chair: Patricia Allen; Compensation Chair: John Orloff, M.D.; Nominating & Corporate Governance Chair: Jake Nunn .
- Attendance: Board met six times in 2024; each director attended at least 75% of applicable meetings .
- Director compensation: CEO receives no board fees; applies only to non-employee directors .
Director Compensation (for Mr. Moulder’s board service)
| Component | Amount |
|---|---|
| Board fees | $0 (CEO receives no additional compensation for director service) |
Other Directorships & Interlocks; Related Party Transactions
- Affiliations: Managing Member of Tellus BioVentures; director roles at Zai Lab and Dianthus; prior Trevena .
- Related party transactions:
- Dianthus: Zenas exercised option and later novated rights to Tenacia on Oct 21, 2024; $5.1M R&D expense in 2024; deemed related due to Tellus’ >5% ownership and Mr. Moulder’s board seat at Dianthus; negotiated at arm’s length .
- Viridian: Agreements deemed related due to Fairmount’s holdings and board seats; immaterial expense recognition in 2024; Zai Lab sublicense Jan 24, 2025 .
- Shareholders Agreement: Pre-IPO investors retained registration rights and board seats; rights expire by Sept 12, 2027 .
Compensation Structure Analysis
- Year-over-year mix: CEO’s base increased to $500,000 post-IPO; 2024 fixed cash remained modest vs. equity, with $19.3M in option grant fair value emphasizing long-term equity-at-risk .
- Shift in equity design: Options used as primary long-term incentive; no RSUs/PSUs disclosed for CEO in 2023–2024; vesting is 4-year with monthly post-cliff, creating progressive exercisability and potential supply as tranches vest .
- Governance guardrails: Clawback policy, anti-hedging policy, independent consultant (Alpine) engagement with conflict-of-interest review .
- Bonus calibration: Corporate objectives achieved at 102.5%; CEO bonus tied entirely to company performance, signaling pay-for-performance orientation, though underlying metrics are not disclosed .
Equity Ownership & Alignment Risk Indicators
- Significant holdings: 4.9% total beneficial ownership, largely via Tellus; includes 147,616 options exercisable within 60 days (as of April 14, 2025) .
- Hedging/Pledging: Hedging prohibited; no pledged shares disclosed; pledging restriction not explicitly stated in policy summary .
- Option overhang: Large 2024 grant (1,486,000 options at $17.00) with monthly vesting may contribute to insider selling pressure as tranches vest; actual sales would be observable in Form 4s (not covered here) .
Say-On-Pay & Peer Group
- Say-on-Pay: Exempt as an emerging growth company; CEO pay ratio disclosure also exempt .
- Peer benchmarking: Compensation Committee retained Alpine Rewards, LLC; peer group benchmarking used but specific peers/percentiles not disclosed .
Expertise & Qualifications
- Degrees: Pharmacy (Temple University); MBA (University of Chicago Booth) .
- Industry recognition: Extensive CEO/board tenure across biopharma; founder experience; investment leadership via Tellus .
Work History & Career Trajectory
- Progression from clinical pharmacist to senior leadership at Sanofi predecessors and biopharma C-suite roles; co-founded TESARO, oversaw sale to GSK; moved into venture leadership and founded Zenas; combined operator-investor profile .
Compensation Committee Analysis
- Composition: Non-employee directors; Chair: John Orloff, M.D. .
- Responsibilities: Strategy, goals, equity plans, ownership guidelines, severance/CoC arrangements, succession, DEI, risk review; annual charter assessment and performance evaluation .
- Consultant independence: Alpine engaged; Compensation Committee determined no conflicts; independence affirmed under Nasdaq standards .
Investment Implications
- Alignment: 4.9% beneficial ownership (including Tellus) and anti-hedging policy support alignment; lack of disclosed pledging mitigates a common red flag .
- Overhang and liquidity: The 1.486M option grant at $17.00 with monthly vesting and additional legacy options increase potential insider supply over time; monitor Form 4s for selling pressure signals as vesting milestones occur .
- Governance risk: CEO also serves as Chairman and is not independent; committees are fully independent, but combined roles may concern some investors; board rationalizes structure due to founder context .
- Transaction incentives: Double-trigger CoC terms include 150% of target bonus and full vesting, which could create favorable economics in M&A scenarios; assess alignment vs. potential deal bias .
- Related parties: Dianthus and Viridian arrangements highlight network leverage but require continued oversight for conflicts; policy in place and transactions described as arm’s length .