Patricia Allen
About Patricia Allen
Patricia Allen (age 63) has served as an independent director of Zenas BioPharma since February 2024 and is Chair of the Audit Committee; she is designated an “audit committee financial expert” under Item 407 of Regulation S‑K . Her background includes senior finance leadership roles at Vividion Therapeutics (CFO, 2021–2024), Zafgen/Larimar Therapeutics (CFO, 2013–2020), Alnylam (VP Finance/Treasurer/PFO, 2004–2011), and Alkermes (Director of Finance), with earlier experience at Deloitte . The board has determined she is independent under Nasdaq rules; all non-employee directors other than the CEO are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vividion Therapeutics (Bayer subsidiary) | Chief Financial Officer | Mar 2021 – Jan 2024 | Led finance at an independently operated Bayer subsidiary |
| Zafgen, Inc. (now Larimar Therapeutics) | Chief Financial Officer | Jan 2013 – May 2020 | Public biotech CFO through strategic transition |
| Alnylam Pharmaceuticals | VP Finance, Treasurer, Principal Financial Officer | 2004 – 2011 | Built finance function at leading RNAi company |
| Alkermes | Director of Finance | Prior to 2004 | Finance leadership at public biotech |
| Deloitte & Touche | Auditor | Early career | Public accounting foundation |
External Roles
| Organization | Role | Tenure | Status/Notes |
|---|---|---|---|
| Deciphera Pharmaceuticals (Nasdaq: DCPH) | Director | Sep 2016 – Jun 2024 | Tenure ended upon acquisition by ONO |
| Yumanity Therapeutics | Director | Aug 2019 – Dec 2022 | Tenure ended at merger completion |
Board Governance
- Committee assignments: Chair, Audit Committee; not listed on Compensation or Nominating committees .
- Audit Committee activity: Committee met 5 times in 2024; Allen designated the Audit Committee’s “financial expert” .
- Independence: Board determined all non-employee directors (including Allen) are independent under Nasdaq rules and Exchange Act committee independence standards .
- Attendance: All directors attended at least 75% of board and committee meetings in 2024; the board met 6 times in 2024 .
- Risk oversight: Audit Committee oversees financial reporting, internal control, legal/regulatory, and cybersecurity risks .
- Policies supporting governance: Incentive compensation clawback policy adopted to comply with Nasdaq Rule 5608; anti-hedging policy prohibits hedging/monetization transactions .
Fixed Compensation
| Component | 2024 Amount/Policy | 2025 Amount/Policy | Notes |
|---|---|---|---|
| Board annual cash retainer | $40,000 | $40,000 | Applies to non-employee directors |
| Audit Committee Chair fee | $15,000 | $20,000 | Allen is Audit Chair |
| Cash fees actually earned (2024) | $45,833 | — | Includes pre-IPO director service amounts |
| Meeting fees | Not disclosed | Not disclosed | Policy shows retainers; no per-meeting fees disclosed |
| Director Compensation Mix (2024) | Amount ($) | Notes |
|---|---|---|
| Cash fees | 45,833 | Includes pre-IPO service |
| Option awards (grant-date fair value) | 518,579 | ASC 718; not actual realized value |
| Total | 564,412 |
Performance Compensation
| Grant Date | Plan | Instrument | Shares | Exercise Price | Vesting | Notes |
|---|---|---|---|---|---|---|
| Feb 2024 | 2020 Equity Incentive Plan | Stock options | 28,791 | $11.90 | Annual vesting over 3 years (service-based) | Granted upon board service pre-IPO |
| Sep 2024 (IPO-related) | 2024 Equity Incentive Plan | Stock options | 18,500 | $17.00 | Annual vesting; annual grant policy provides vesting at 1-year or pre-meeting date | Initial annual grant structure |
- Director equity compensation policy: One-time initial grant (37,000 options) for new directors and annual grant of 18,500 options; Allen specifically received 28,791 (Feb 2024) and 18,500 (Sep 2024) grants per disclosed awards; all director grants are time-based, not performance-based .
- No director performance metrics (e.g., TSR/EBITDA) tied to director compensation are disclosed; director equity is service-vested .
Other Directorships & Interlocks
| Person | Affiliated Stockholder | Interlock/Notes |
|---|---|---|
| Patricia Allen | None listed among 5% holders’ affiliations | Not listed in the “Director Affiliations” table of affiliated major holders |
| Board context (for interlocks) | Multiple directors affiliated with major holders (SR One, Enavate/Patient Square, Longitude, Fairmount, Vivo) | Allen not identified with these affiliations in proxy |
Expertise & Qualifications
- Audit committee financial expert; deep public company CFO experience and accounting/controls expertise .
- Education: B.S. in business administration, summa cum laude, Bryant College .
- Industry: >20 years in biotech finance across development and commercial-stage companies; prior Big Four audit training .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (as of Apr 14, 2025) | 9,597 shares (via options exercisable within 60 days) |
| % of shares outstanding | <1% (“*” per table note) |
| Options outstanding (year-end 2024) | 47,291 options |
| Pledging/Hedging | Company policy prohibits hedging; pledging not disclosed |
Governance Assessment
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Board effectiveness: Allen chairs a highly active Audit Committee (5 meetings in 2024) and is designated the audit financial expert—strengthening oversight of financial reporting, internal controls, and cybersecurity risk . Independence is clearly established under Nasdaq/Exchange Act criteria .
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Alignment and incentives: Director pay is a standard mix of cash retainers and time-based options; 2025 raises for Audit Chair and members suggest recognition of increased workload and governance expectations without introducing guaranteed or performance-insensitive structures beyond retainers .
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Attendance and engagement: Directors met 6 times; at least 75% attendance for all directors/committees in 2024, indicating engagement; Audit Committee duties encompass broad risk oversight .
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Conflicts/related-party exposure: No affiliated major holder listed for Allen; the proxy’s related-party section identifies transactions tied to other directors/funds, but none involve Allen—reducing perceived conflict risk .
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Policy signals: Adoption of clawback and anti-hedging policies supports shareholder-aligned governance; Compensation Committee uses an independent consultant (Alpine Rewards) with no identified conflicts .
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RED FLAGS: None disclosed specific to Allen. No related-party transactions, loans, hedging, or pledging involving her are reported; attendance thresholds met and independence affirmed .