Samantha Du
About Samantha Du
Founder of Zai Lab; Chairperson of the Board and Chief Executive Officer since 2014. Age 60. Board committees: Research & Development and Commercial; no other public company boards; not independent under Nasdaq/HK rules as CEO/Chair. Company emphasizes pay-for-performance; 2024 CEO bonus based 100% on corporate performance; 2025 LTI adds PSUs tied to clinical/pipeline (40%), revenue (30%), and profit (30%) metrics to strengthen alignment. ZLAB revenue growth: 50% in 2024 (24% in 2023; 49% in 2022; 195% in 2021; 277% in 2020); Net loss (USD mm): (257.1) in 2024; ZLAB TSR value of $100: 62.97 at YE 2024 (151.12 in 2021; 325.41 in 2020), underscoring volatility and the importance of option-heavy pay mix for alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in proxy | — | — | — |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None | — | — | No other public company boards disclosed |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 830,000 | 868,500 | 901,048 |
| Non-Equity Incentive ($) | 831,600 | 815,882 | 842,393 |
| All Other Compensation ($) | 5,501 | 14,440 | 17,169 |
| Total Compensation ($) | 20,212,141 | 12,042,285 | 9,079,948 |
| Base Salary as of Date | 12/31/2023 | 12/31/2024 | % Inc |
|---|---|---|---|
| CEO Base ($) | 878,000 | 908,730 | 3.5% |
| Annual Bonus Design | Target ($) | Max ($) | Corporate Perf Multiplier | Actual as % of Target | Actual Payout ($) |
|---|---|---|---|---|---|
| 2024 CEO | 817,857 | 1,226,786 | 103% | 103% | 842,393 |
Notes:
- CEO 2024 bonus based solely on corporate performance; other NEOs 80% corporate/20% individual .
- 2025: no increases to base, target bonus, or LTI values for NEOs, including CEO .
Performance Compensation
| Element | Grant Date | Units/Underlying | Price/Terms | Vesting | Grant-Date FV ($) |
|---|---|---|---|---|---|
| Stock Options (ADS) | 4/3/2024 | 533,065 | $16.18 exercise; 10-year term | 25% per year over 4 years | 5,645,158 |
| RSUs (ADS) | 4/3/2024 | 27,000 | — | 25% per year over 4 years | 429,300 |
| RSUs (ADS) | 7/1/2024 | 72,000 | — | 25% per year over 4 years | 1,244,880 |
| 2024 Target LTI Mix | Stock Options ($) | RSUs ($) | Total Target LTI ($) |
|---|---|---|---|
| CEO | 6,611,080 | 1,888,920 | 8,500,000 |
Design and 2025 updates:
- 2024 equity approach: CEO approx. 75% options / 25% RSUs; options only have value if stock appreciates; RSUs support retention .
- 2025: Introduce PSUs up to 25% of LTI; vest at 3 years; 2025 performance targets: clinical/pipeline 40%, revenue 30%, profit 30% .
2024 Corporate performance drivers (selected):
- Development scorecard highlights: China approvals for VYVGART Hytrulo and XACDURO; progress on key Phase 3 programs; some deprioritizations/delays .
- Commercial: strong YoY revenue growth of 50% and commercial profit significantly above target .
- Corporate functions: operating expenses below budget; ended year with $790.2M cash and cash equivalents; capital raising efforts recognized .
Equity Ownership & Alignment
| Measure (as of 4/11/2025) | Value |
|---|---|
| Beneficial Ownership (ADS) | 3,933,947 ADS |
| Includes within 60 days: vested options/RSUs | 3,380,097 ADSs issuable/exercisable/vesting within 60 days |
| Additional voting-only shares (no pecuniary interest) | 73,999 ADSs subject to voting rights |
| Hedging/Pledging | Prohibited by policy |
| Stock Ownership Guidelines | CEO: 6x base salary (5-year compliance window); all NEOs meet or are within window |
Alignment takeaways:
- Large in-the-money/near-term exercisable position indicates ongoing exposure to equity outcomes; anti-pledging/hedging policies and ownership guidelines reinforce alignment .
Employment Terms
| Scenario | Cash Severance | Benefits | Equity Acceleration | Other |
|---|---|---|---|---|
| Qualifying Termination (no CIC) | 18 months base salary (CEO); pro‑rated bonus | 18 months premiums (CEO) | Full acceleration (CEO) | Subject to release |
| CIC Termination | 18 months base salary (CEO) + lump sum equal to 6 months base + 2x target bonus + 6 months premiums | 18 months premiums (CEO) | Full acceleration (CEO) | Subject to release |
| Death/Disability | 1 month base + 1 month premiums (CEO) | 1 month premiums (CEO) | Full acceleration (CEO) | — |
| Estimated CEO Payouts (12/31/2024) | — | — | — | Severance: $2.18M (qualifying); $3.46M (CIC); Equity acceleration: $14.27M in each termination column |
Other governance/compensation policies:
- Clawback policy compliant with Dodd-Frank/SEC; anti-hedging/anti-pledging; no tax gross-ups; no option repricing without shareholder approval; double-trigger equity vesting and severance upon CIC .
Board Governance
- Role: Founder, CEO and Chair; not independent; Board maintains Lead Independent Director (John D. Diekman). Audit, Compensation, and Nominating/Gov committees are fully independent; CEO serves on R&D and Commercial committees only .
- Committee membership (CEO): Research & Development; Commercial .
- Meeting cadence and attendance: Board met 4 times in 2024; each incumbent director attended at least 75%; independent directors hold executive sessions .
- Director pay: Non-employee directors receive cash retainers plus ~$400k annual restricted shares; Dr. Du does not receive separate director compensation .
Dual-role implications:
- CEO/Chair concentration offset by independent committee structure and a Lead Independent Director; CEO excluded from compensation deliberations regarding her pay .
Compensation Peer Group & Say‑on‑Pay
| 2024 Say‑on‑Pay | Result |
|---|---|
| Approval rate | 67.7% “FOR” votes; led to refinements: CEO bonus tied 100% to corporate results; PSUs added for 2025 |
| 2024 Peer Group (selected) | Notes |
|---|---|
| BeiGene; Exelixis; Ionis; Neurocrine; Ultragenyx; Agios; Apellis; ACADIA; PTC; Sarepta; Vir; others | Updated in 2024; Pearl Meyer as independent consultant; independence confirmed |
Pay vs Performance (Context)
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| ZLAB TSR – value of $100 | 325.41 | 151.12 | 73.82 | 65.71 | 62.97 |
| NASDAQ Biotech Index TSR – value of $100 | 126.42 | 126.45 | 113.65 | 118.87 | 118.20 |
| Net Income (Loss), $mm | (268.9) | (704.5) | (443.3) | (334.6) | (257.1) |
| Revenue Growth, % | 277 | 195 | 49 | 24 | 50 |
Risk Indicators & Red Flags
- Pledging/Hedging: Prohibited; reduces alignment risk from collateralization/hedging .
- Option repricing: Prohibited without shareholder approval .
- Clawback policy: In place per Dodd-Frank/SEC listing standards .
- Section 16: One late Form 4 for Ying Du filed Aug 19, 2024 for an Aug 13, 2024 transaction (administrative timing issue) .
Director Compensation (for context; CEO receives none)
| Component | Amount (2024) |
|---|---|
| Annual cash retainer (director) | $50,000 |
| Lead Independent Director | +$35,000 |
| Audit Chair/Member | +$25,000 / +$12,500 |
| Compensation Chair/Member | +$20,000 / +$10,000 |
| Nominating Chair/Member | +$12,250 / +$6,125 |
| R&D Chair/Member | +$15,000 / +$7,500 |
| Commercial Chair/Member | +$15,000 / +$7,500 |
| Annual equity (Restricted Shares) | $400,000 grant; 1-year vest |
| Notes | Dr. Du and Ms. Leung do not receive separate director pay |
Additional Details on 2024 Corporate Performance Goals (Bonus context)
- Development: Multiple China approvals (VYVGART Hytrulo, XACDURO) and key trial milestones; some delays/deprioritizations .
- Commercial: 50% YoY revenue growth; commercial profit above goal .
- Corporate functions: Opex below budget; YE cash/cash equivalents $790.2M; capital raising recognized; total corporate performance score 103% .
Investment Implications
- Pay-for-performance tightening: CEO bonus tied entirely to corporate results and 2025 PSU introduction with revenue/profit/clinical metrics increase linkage of realized pay to fundamentals; this is constructive for alignment and may reduce “pay for failure” risk over time .
- Retention dynamics: Option-heavy LTI (75% for CEO in 2024) exposes realized pay to share-price recovery; however, CEO enjoys single‑trigger full equity acceleration even in non‑CIC termination (uncommon), which modestly weakens “stay” incentives but protects continuity risk if leadership transition occurs .
- Ownership/overhang and selling pressure: Large vested/near‑term exercisable position (3.38M ADSs within 60 days) and standard 4‑year ratable vesting imply periodic supply from 10b5‑1/settlement-related sales; anti‑pledging/hedging and 6x salary ownership guideline mitigate misalignment risk .
- Governance checks on dual role: CEO/Chair concentration offset by independent key committees and a Lead Independent Director; say‑on‑pay support at 67.7% signals investors want continued progress on performance‑based pay (addition of PSUs addresses this) .