Richard Gaynor
About Richard Brian Gaynor, M.D.
Independent director of Zai Lab (ZLAB) since 2021; age 75. An oncologist with deep R&D leadership, currently President and Chief of Research & Development at BioNTech US Inc. (formerly Neon Therapeutics) since May 2020. He chairs Zai Lab’s Research & Development Committee and serves on the board of Alkermes plc (NASDAQ). Education: M.D. (UT Southwestern); hematology-oncology fellowship at UCLA; ~150 publications.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BioNTech US Inc. (Neon Therapeutics) | President & Chief of R&D | Nov 2016–May 2020 (Neon); May 2020–present (BioNTech US) | Led translational and clinical R&D; portfolio advancement |
| Eli Lilly and Company | Senior VP Clinical Development & Medical Affairs; other senior roles | 2002–2016 | Global clinical development leadership |
| UCLA School of Medicine | Professor | 1982–1991 | Academic/clinical leadership |
| UT Southwestern Medical School | Chief of Hematology-Oncology; Director, Simmons Cancer Center; faculty | 1991–2002 | Cancer center leadership; program building |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alkermes plc (NASDAQ) | Director | Sep 2019–present | Public company board service |
| Infinity Pharmaceuticals, Inc. | Director | Mar 2020–Mar 2024 | Prior public company board service |
| Damon Runyon Cancer Research Foundation | Director | Current | Non-profit board |
| AACR and other cancer organizations | Committee service | Current | Professional committees |
Board Governance
- Current Zai Lab board size: 9; all directors except CEO are independent under Nasdaq/HK rules .
- Committee memberships: Chair, Research & Development Committee; members: Richard Gaynor (Chair), Samantha Du, Michel Vounatsos; met 4 times in 2024 .
- Board meetings/attendance: Board met 4 times in 2024; each incumbent director attended ≥75% of aggregate board/committee meetings; 7 of 9 directors attended the 2024 AGM .
- Lead Independent Director: John D. Diekman; independent directors meet in executive session regularly .
- Independence confirmation: Board confirmed independence of all non-CEO directors; no family relationships among directors/executives .
Fixed Compensation (Director)
| Component | Policy/Amount | Richard Gaynor 2024 |
|---|---|---|
| Annual cash retainer (non-employee director) | $50,000 | Included in fees |
| Committee chair retainer (R&D) | $15,000 | Included in fees |
| Committee member retainer (R&D) | $7,500 (members) | N/A (Chair) |
| 2024 cash fees earned | — | $65,000 |
| 2024 equity award (Restricted Shares under 2024 Plan) | Annual grant equal to $400,000 divided by Nasdaq closing price; vests in full at 1-year anniversary | Grant date fair value $399,981 |
Performance Compensation (Director)
| Element | Structure | Performance Metrics |
|---|---|---|
| Equity (Restricted Shares) | Time-based vest (100% at first anniversary) | None disclosed for directors; no PSU/option performance linkage in director program |
Other Directorships & Interlocks
| Company | Industry | Role | Potential Interlock Consideration |
|---|---|---|---|
| Alkermes plc | Biopharma | Director | Zai Lab’s compensation peer group explicitly includes Alkermes, suggesting potential information flow but no Compensation Committee interlock was disclosed |
| Infinity Pharmaceuticals | Biopharma | Former Director | Service ended Mar 2024 |
Compensation Committee Interlocks: None; no executive officers served on other companies’ boards/comp committees with Zai Lab execs in 2024.
Expertise & Qualifications
- Oncology/R&D leadership and senior biopharma executive experience (Lilly; BioNTech US/Neon) .
- Academic leadership (UCLA; UT Southwestern) and ~150 publications .
- Current service on notable non-profit/professional committees (Damon Runyon; AACR) .
- M.D.; specialized training in hematology-oncology .
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial ownership (ADSs) | 44,068 ADSs; <1% of ADSs outstanding |
| Unvested restricted shares (ADSs as of 12/31/2024) | 21,253 ADSs unvested |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors |
Employment & Contracts (Director)
- Independent directors do not have service contracts; annual election with terms expiring at the next AGM; re-election proposed at the 2025 AGM for a term through 2026 AGM .
Related-Party Transactions and Conflicts
- Review/approval of related-party transactions governed by Audit Committee policy; key 2024–2025 related-party items involved MEDx (Du family link) and Zenas (Moulder), each approved per policy; no transactions disclosed involving Dr. Gaynor .
- No family relationships disclosed among directors/executive officers .
Say-on-Pay & Shareholder Feedback (Signal)
- 2024 say-on-pay received 67.7% “FOR” votes; Compensation Committee increased corporate weighting in annual bonuses and introduced PSUs in 2025 to strengthen performance alignment .
Governance Assessment
- Strengths: Independent status; chairs R&D Committee with deep clinical-development expertise; strong attendance; no disclosed related-party transactions; anti-hedging/pledging policy .
- Alignment: Director pay mix combines modest cash with time-based equity; 2024 total $464,981, suggesting reasonable non-employee director comp for scope and responsibilities .
- Information flow risk: Alkermes included in Zai Lab’s compensation peer group while Dr. Gaynor serves on Alkermes’ board—monitor for perceived interlocks; however, formal interlocks were not disclosed and Compensation Committee interlocks were explicitly denied .
- Investor sentiment: Moderately low say-on-pay support (67.7%) indicates some investor concerns with executive pay; board disclosed responsive actions—continue to monitor governance responsiveness .
RED FLAGS to monitor:
- Peer-group interlock optics (Alkermes board service while Alkermes is in Zai’s comp peer group) .
- Ongoing investor scrutiny given 2024 say-on-pay approval of 67.7% .