John Diekman
About John D. Diekman
Lead Independent Director at Zai Lab since 2017; age 82. Ph.D. in Chemistry (Stanford) and A.B. in Organic Chemistry (Princeton). The Board has determined he is independent under Nasdaq and HK Listing Rules; directors attended at least 75% of Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IDEAYA Biosciences, Inc. (NASDAQ) | Chairman of the Board | 2015–June 2020 | Board leadership in oncology-focused biotech |
| Princeton University | Charter Trustee | 2008–June 2019 | Governance of elite academic institution |
| California Institute of Technology | Trustee | 2004–2008 | Governance oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 5AM Ventures | Founder & Managing Partner | 2002–Present | Venture capital leadership in life sciences |
| The Scripps Research Institute | Chairman | 2014–Present | Oversight of leading biomedical research institute |
| USC Schaeffer Center (Advisory Board) | Member | 2014–March 2021 | Health policy economics advisory |
Board Governance
- Lead Independent Director; responsibilities include leading independent director sessions, liaising with Chair/CEO, and calling meetings of independent directors .
- Committee memberships: Audit, Compensation, and Nominating & Corporate Governance (no chair roles) .
- Independence: Board determined all directors except the CEO are independent; no family relationships with management; independence reaffirmed in 2025 proxy .
- Attendance: The Board met 4 times in 2024; each incumbent director attended at least 75% of Board and committee meetings . Committee activity in 2024: Audit (9 meetings), Compensation (4), Nominating & Corporate Governance (4) .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash retainer (Director) | $50,000 | $50,000 |
| Lead Independent Director retainer | $35,000 | $35,000 |
| Audit Committee member retainer | $10,000 (increased to $12,500 on Nov 8, 2023) | $12,500 |
| Compensation Committee member retainer | $7,500 (increased to $10,000 on Nov 8, 2023) | $10,000 |
| Nominating & Corporate Governance Committee member retainer | $5,000 (increased to $6,125 on Nov 8, 2023) | $6,125 |
| Fees earned or paid in cash (Diekman actual) | $108,452 | $113,625 |
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual director equity grant policy | $500,000 in Restricted Shares; vests 1-year | $400,000 in Restricted Shares; vests 1-year |
| Diekman stock awards (grant-date fair value) | $499,984 | $399,981 |
| Unvested restricted shares (ADSs) at year-end | 18,903 ADSs as of 12/31/2023 | 21,253 ADSs as of 12/31/2024 |
Notes:
- Director equity is time-based RSUs/restricted shares; no performance share units or options for non-employee directors under stated policies .
- Equity awards under the 2024 Plan are subject to overall director annual limits ($750,000; $1,000,000 for first-year directors) and HK Listing Rule constraints; repricing not permitted without shareholder approval .
Other Directorships & Interlocks
| Company | Current/Past | Role | Interlock/Conflict Indicator |
|---|---|---|---|
| Public company boards | Current: None | — | No public company interlocks currently |
| IDEAYA Biosciences, Inc. | Past | Chairman (2015–June 2020) | No current interlock |
| Compensation Committee Interlocks | — | Committee member | Company discloses no interlocks or insider participation in 2024–2025 |
Expertise & Qualifications
- Deep venture capital and life sciences expertise (Founder & Managing Partner at 5AM Ventures) .
- Board leadership experience at IDEAYA (past) and Scripps (current) .
- Advanced scientific education (Ph.D. Stanford; A.B. Princeton), relevant to biotech governance .
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership (ADSs) | 88,938 ADSs; <1% of outstanding |
| Vested vs unvested detail | Unvested restricted shares: 21,253 ADSs as of 12/31/2024 |
| Options (exercisable/unexercisable) | Not disclosed for directors; RSUs/restricted shares form annual grants |
| Pledged shares | Company policy prohibits pledging; no pledges disclosed |
| Hedging policy | Company policy prohibits hedging by directors |
Governance Assessment
- Board effectiveness: As Lead Independent Director, Diekman enhances oversight with independent executive sessions and liaison functions; robust committee activity (Audit, Compensation, NCG) supports financial rigor and pay governance .
- Independence & engagement: Affirmed independent; attendance met minimum thresholds; no disclosed related-party transactions involving Diekman .
- Pay alignment: Director cash/equity mix follows market adjustments (committee fee increases in late-2023; lower annual equity value in 2024), maintaining equity-based alignment through time-vested restricted shares .
- Shareholder signals: Say-on-pay “FOR” votes improved from 61.4% in 2023 to 67.7% in 2024, with Compensation Committee adopting changes (greater corporate weighting; PSUs added for executives in 2025); reflects responsiveness to investor feedback, though support remains moderate .
- Red flags: None specific to Diekman; company-level related-party items involve other directors (e.g., Moulder/Zenas; Du family/MEDx) approved under policy; no hedging/pledging permitted .