Peter Wirth
About Peter Wirth
Peter Karl Wirth, J.D., age 74, is an independent director of Zai Lab and has served on the Board since 2017; he currently chairs the Compensation Committee and is a member of the Audit Committee . He brings deep governance, legal, and biopharma operating experience from senior roles at Genzyme, chairmanships at Syros and FORMA, and prior legal practice; he holds a J.D. from Harvard Law School and a B.A. in Political Science from the University of Wisconsin–Madison . The Board has determined he is independent under Nasdaq and HK Listing Rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Syros Pharmaceuticals, Inc. | Chairman of the Board | 2017–Feb 2025 | Governance leadership; chaired board through key strategic phases |
| FORMA Therapeutics Holdings, Inc. | Chairman of the Board | 2012–Oct 2022 (acquired by Novo Nordisk) | Oversaw governance and strategic direction pre-acquisition |
| Quan Capital Management, LLC | Venture Partner | Aug 2018–Aug 2023 | Investment and governance expertise in healthcare VC |
| Lysosomal Therapeutics, Inc. | Co‑Founder, President, Director | 2011–2014 | Early-stage company building and BD leadership |
| Genzyme Corporation | EVP, Legal & Corporate Development; Chief Risk Officer; Corporate Secretary | 1996–2011 (acquired by Sanofi) | Led legal/corp dev, risk, and governance at scale |
| Palmer & Dodge LLP | Partner; Head, Biotechnology Practice | 1975–1996 | Outside GC to Genzyme and other biotech companies |
External Roles
| Organization | Role | Status |
|---|---|---|
| Public company boards (current) | — | None disclosed |
| Syros Pharmaceuticals, Inc. | Chairman of the Board | Ended Feb 2025 |
| FORMA Therapeutics Holdings, Inc. | Chairman of the Board | Ended Oct 2022 upon acquisition |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee .
- Committee cadence: Audit Committee held 9 meetings in 2024; Compensation Committee held 4 meetings in 2024, indicating active oversight .
- Attendance and engagement: The Board met 4 times in 2024; each incumbent director attended at least 75% of Board and committee meetings to which they were assigned .
- Independence: Board determined all directors other than the CEO are independent under Nasdaq and HK Listing Rules .
- Board leadership: Combined Chair/CEO with a Lead Independent Director (John D. Diekman) who leads executive sessions of independent directors .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Standard non-employee director retainer |
| Committee chair fee (Compensation) | $20,000 | Chair premium |
| Committee member fee (Audit) | $12,500 | Audit member fee |
| Total cash fees (2024) | $82,500 | Sum of above |
| Equity grant (RSUs) – grant-date fair value | $399,981 | Annual director grant; vests in full on first anniversary |
Director equity grants are time-based RSUs; number of director RSUs equals $400,000 divided by the ADS closing price on grant date; one-year cliff vesting .
Performance Compensation
| Plan/Vehicle | Performance Metric(s) | Weighting | Outcome/Design |
|---|---|---|---|
| Director equity (RSUs) | None (time-based vesting only) | n/a | Annual grant vests after one year; no performance conditions or PSUs for directors disclosed |
Other Directorships & Interlocks
- Current other public boards: None disclosed for Wirth .
- Compensation Committee interlocks: None — no Zai executive served on the board or compensation committee of a company where any Compensation Committee member (including Wirth) served as an executive .
- Related-party transactions: 2024–2025 related-party disclosures did not identify any transactions involving Wirth; related-party items involved MEDx (family member of CEO) and Zenas (director Moulder), approved per policy .
Expertise & Qualifications
- Governance and legal: Former EVP Legal/Corporate Development, Chief Risk Officer, and Corporate Secretary at Genzyme; extensive corporate governance and risk oversight .
- Strategic/BD: Significant product development and business development experience at Genzyme and as chair of multiple biotech boards .
- Education: J.D., Harvard Law School; B.A., University of Wisconsin–Madison .
- Board skill set: Corporate governance, strategy, product development, BD, legal issues in global biopharma .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (ADSs) | 382,919 | Less than 1% of outstanding; ADSs shown for comparability (1 ADS = 10 ordinary shares) |
| Ownership (%) | <1% | As reported; asterisk indicates <1% |
| Unvested director RSUs (ADSs) at 12/31/24 | 21,253 | Unvested annual director grant outstanding |
| Pledged or hedged shares | None disclosed; pledging and hedging are prohibited by policy for directors and officers | Company insider trading policy bans hedging/pledging |
Governance Assessment
-
Strengths
- Independent director with deep governance and legal experience; chairs the Compensation Committee and serves on Audit, aligning expertise with oversight roles .
- Active committees and regular executive sessions of independent directors; Lead Independent Director structure mitigates combined Chair/CEO risk .
- Director pay mix emphasizes equity alignment (annual ~$400k time-vested RSUs), plus modest cash fees aligned to responsibilities .
- Strong policies: anti-hedging/anti-pledging; related-party review by Audit Committee/Board; clawback policy at executive level (broader governance environment) .
-
Watch items / potential red flags
- Say‑on‑pay support was 67.7% in 2024, below typical large-majority norms, signaling investor scrutiny of pay practices; the Compensation Committee (chaired by Wirth) responded by raising corporate-weighting for bonuses and introducing PSUs for executives in 2025, which is constructive but bears follow‑through monitoring .
- Combined Chair/CEO remains a structural risk; mitigations are in place (Lead Independent Director, independent committees) but investors may prefer eventual separation .
- Related-party exposure exists elsewhere on the Board (e.g., Zenas transaction with director Moulder), though approved per policy; no such exposure identified for Wirth .
Overall, Wirth’s governance profile supports investor confidence: independent status, relevant committee leadership, adequate attendance, and no disclosed conflicts or pledging. Continued improvement in executive pay alignment (PSUs, performance weighting) and responsiveness to shareholder feedback should be tracked through the 2025–2026 cycles .