Leon O. Moulder Jr.
About Leon O. Moulder Jr.
Independent director of Zai Lab since 2020; age 67; currently Chair of the Nominating and Corporate Governance Committee, and member of the Compensation and Commercial Committees. He is deemed independent under Nasdaq and HK Listing Rules, and attended at least 75% of Board and committee meetings in 2024. He is Founder/Chairman and since August 2023 CEO of Zenas BioPharma, and serves on the board (Chairman) of Dianthus Therapeutics; education includes an MBA from the University of Chicago Booth School of Business and a B.S. in Pharmacy from Temple University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tesaro, Inc. (NASDAQ) | Co-Founder, CEO, Director | 2010–2019 (acquired by GSK in Jan 2019) | Built and exited oncology biotech via sale to GSK |
| Abraxis BioScience, Inc. (NASDAQ) | President, CEO, Vice Chairman | 2009–2010 | Senior operating leadership |
| Eisai Corp. of North America | Vice Chairman | 2008–2009 | Executive leadership in pharma |
| MGI PHARMA, Inc. | President, CEO, Director; earlier COO/EVP | 1999–2008 | Led company to acquisition by Eisai |
| Trevena, Inc. | Chairman of the Board | 2011–Dec 2023 | Board leadership through end of 2023 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zenas BioPharma, Inc. (NASDAQ) | Founder & Chairman; CEO (since Aug 2023) | Dec 2019–Present; CEO since Aug 2023 | Strategic/operator leadership; governance head |
| Dianthus Therapeutics, Inc. (NASDAQ) | Chairman of the Board / Director | Sep 2023–Present | Board leadership in clinical-stage biotech |
| Temple University | Trustee | Jan 2013–Present | Non-profit governance |
| UChicago Booth/Polsky Center | Council Member | Jun 2016–Present | Advisory governance |
| Fox Chase Cancer Center | Board Member | Mar 2013–Present | Non-profit governance |
Board Governance
| Committee | Role | Meetings in 2024 | Independence Status |
|---|---|---|---|
| Nominating & Corporate Governance | Chair | 4 | Independent under Nasdaq/HK rules |
| Compensation | Member | 4 | Independent; committee wholly independent |
| Commercial | Member | 3 | Independent |
- Independence: Board determined all directors except the CEO are independent; no family relationships; independence assessed considering relationships with 5% holders .
- Attendance: Each incumbent director attended at least 75% of aggregate Board and committee meetings; Board held four meetings in 2024 .
- Re-election: Board recommended re-election of Mr. Moulder to serve until the 2026 annual meeting; unanimous “FOR” recommendation .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $79,750 |
| Stock Awards ($) (Grant-date fair value) | $399,981 |
| Total ($) | $479,731 |
| Unvested Restricted Shares (ADSs) at Dec 31, 2024 | 21,253 ADSs |
- Policy detail (2024): Non-employee directors receive $50,000 annual cash retainer; additional retainers for committee chair/member roles; annual restricted share grant equal to $400,000 divided by the ADS closing price on grant date, vesting in full on first anniversary (time-based) .
Performance Compensation
| Item | Detail |
|---|---|
| Director Equity Design | Annual restricted shares equal to $400,000/ADS price; time-based vesting after one year; no performance metrics disclosed for director equity |
- Year-over-year mix shift: 2023 annual director equity grant was $500,000 (except new-director treatment for Mr. Vounatsos); in 2024, the annual grant size is $400,000, indicating reduced equity value for ongoing directors .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public boards | Zenas BioPharma (Chairman; CEO), Dianthus Therapeutics (Chairman/Director) |
| Compensation Committee interlocks | None; no reciprocal executive/director overlaps with other entities in 2024 |
| Related-party transaction (Zenas) | Jan 2025 license agreement with Zenas BioPharma (HK) Ltd.; $10.0M upfront recorded in Q1’25; up to $117.0M potential development/sales milestones; tiered royalties high-single-digit to mid-teens. Approved per related-party policy; Mr. Moulder excluded from board action per conflicts policy |
RED FLAG: Concurrent role as CEO/Chairman of Zenas with a 2025 license to Zai Lab introduces conflict risk; mitigations included exclusion from deliberations and formal related-party review/approval. Ongoing monitoring of milestone and royalty economics and independence safeguards is warranted .
Expertise & Qualifications
- Founder/operator with multiple biopharma C-suite roles and successful exits (Tesaro sold to GSK; governance roles at companies later acquired: Global Blood Therapeutics sold to Pfizer; Audentes sold to Astellas) .
- Academic credentials: MBA (Chicago Booth); B.S. in Pharmacy (Temple University) .
- Current leadership in immunology-focused biopharma (Zenas) and chairmanship at Dianthus Therapeutics, aligning with Zai Lab’s therapeutic focus .
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial ownership (ADSs) | 61,771 ADSs; <1% of ADSs outstanding (1 ADS = 10 ordinary shares) |
| Ordinary shares per HK SFO (Part XV) | 617,710 ordinary shares (HK reporting basis) |
| Unvested restricted shares (ADSs) | 21,253 ADSs as of Dec 31, 2024 |
| Hedging/Pledging | Directors prohibited from hedging or pledging Company securities by insider trading policy |
Compensation Structure Analysis
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Director Equity Grant Value ($) | $500,000 (ongoing directors; specific exception for new member award) | $400,000 |
- Committee retainers increased in Nov 2023 for Audit and Compensation committees, reflecting market/time commitment; those levels carried into 2024 .
- Director pay remains largely fixed cash plus time-based equity; no disclosed performance-vesting for directors, lowering pay-for-performance sensitivity at board level relative to management’s PSUs introduced in 2025 for NEOs (context) .
Governance Assessment
- Strengths: Independent status; high engagement (≥75% attendance); leadership of Nominating & Corporate Governance Committee overseeing independence, conflicts, succession planning, board evaluations, and ESG oversight . Compensation Committee independence and use of an independent consultant support pay governance quality .
- Alignment: Meaningful equity holdings with ongoing annual grants; anti-hedging and anti-pledging policy enhances alignment and reduces risk of misaligned incentives .
- Risks/Red Flags: Related-party license with Zenas (where he is CEO/Chairman) creates perceived conflict risk; mitigated through exclusion from board decision and formal related-party policy review. Monitor subsequent milestone/royalty flows and ensure continued recusal to protect independence .
- Signals: Board unanimously recommended re-election; director compensation levels and committee retainers are broadly consistent with biotech governance practices; no compensation committee interlocks reported; Section 16 compliance noted overall with an exception unrelated to Mr. Moulder (Du) .