Scott Morrison
About Scott Morrison
Scott William Morrison (age 67) has served on Zai Lab’s Board since 2021 and is the Chair of the Audit Committee; the Board has designated him as an “audit committee financial expert” under SEC rules and confirmed he meets HK Listing Rules accounting qualifications . He brings 35+ years of accounting and life sciences experience, including Partner at Ernst & Young LLP and U.S. Life Sciences Leader (2002–2015), and holds a B.S. from UC Berkeley’s Haas School; he is a Certified Public Accountant (inactive) . The Board determined Morrison is independent under Nasdaq and HK Listing Rules; all incumbent directors attended at least 75% of Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Partner; U.S. Life Sciences Leader | 1996–2015; Leader 2002–2015 | Led life sciences practice; deep audit and governance expertise |
| Global Blood Therapeutics, Inc. (acq. by Pfizer Oct 2022) | Director; Audit Committee Chair; Transaction & Financing Committee Chair; Comp & Commercial Committees member | 2016–2022 | Chaired audit through acquisition; financing oversight |
| Audentes Therapeutics, Inc. (sale to Astellas Jan 2020) | Director; Audit Committee Chair | 2016–2020 | Audit leadership during sale process |
| BIO ECS; Bay Area Biosciences (California Life Sciences); Biotechnology Institute; Life Sciences Foundation | Industry board roles | Various: 1989–2012; 1998–2012; 2002–2006; 2014–2015 | Sector governance and advocacy; CLS Pantheon 2016 Leadership Award |
External Roles
| Company | Exchange | Role | Committees | Tenure |
|---|---|---|---|---|
| Corvus Pharmaceuticals, Inc. | NASDAQ | Director | Audit Committee Chair; Compensation Committee member | 2015–Present |
| IDEAYA Biosciences Inc. | NASDAQ | Director | Audit Committee Chair; Nominating & Corporate Governance Committee member | July 2018–Present |
| Vera Therapeutics, Inc. | NASDAQ | Director | Audit Committee Chair; Commercial Committee member | April 2020–Present |
| Tarsus Pharmaceuticals, Inc. | NASDAQ | Director | Audit Committee Chair; Commercial Committee member | October 2022–Present |
Board Governance
- Committee assignments: Audit Committee Chair; members John Diekman and Peter Wirth; Morrison designated “audit committee financial expert” and holds HK-required accounting qualification .
- Independence: Board determined all directors except CEO are independent under Nasdaq and HK Listing Rules; no family relationships among directors/executives; independence confirmed considering relationships and beneficial ownership .
- Attendance & engagement: Board held four meetings in 2024; independent directors hold executive sessions; all incumbent directors attended ≥75% of Board and committee meetings; seven of nine directors attended the 2024 AGM .
- Audit activity: Audit Committee held nine meetings in 2024; responsibilities include oversight of financial reporting, auditor independence/performance, internal audit, related party transactions, insider trading compliance, ERM, and cybersecurity .
- Auditor independence: KPMG LLP (auditor since 2022) provided no non-audit services; Audit Fees were $3,556k in 2024 vs $3,365k in 2023; Audit Committee confirmed KPMG independence and recommended inclusion of audited financials in 2024 Form 10-K .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board retainer (cash) | 50,000 | Non-employee director cash retainer |
| Audit Committee Chair fee (cash) | 25,000 | Additional annual retainer for Audit Chair |
| Other committee fees (cash) | — | Not applicable for Morrison in 2024 |
| Total cash fees 2024 | 75,000 | As reported for Morrison |
| Annual equity grant (Restricted Shares) | 399,981 | Grant-date fair value; award size = $400,000 ÷ ADS close; vests 1-year, subject to continued service |
- Director compensation policy: Non-employee directors receive annual restricted share grants under the 2024 Plan; vest in full on first anniversary; reasonable expenses reimbursed .
Performance Compensation
| Metric or Instrument | Disclosure |
|---|---|
| Performance-based equity (PSUs) for directors | Not disclosed; director equity awards are time-based Restricted Shares vesting after one year |
| Options/TSR/ESG metrics tied to director pay | Not disclosed for directors; PSUs introduced in 2025 apply to NEOs, not directors |
- Clawback/hedging/pledging: Company has clawback policy compliant with Dodd-Frank/SEC; executives and directors are prohibited from hedging or pledging company shares .
Other Directorships & Interlocks
| Relationship | Details | Governance Handling |
|---|---|---|
| Related party – MEDx (CEO’s family member) | ~$25,000 paid in 2024 to MEDx; CEO’s immediate family member is MEDx CEO/Director | Approved by Audit Committee under related party policy |
| Related party – Zenas BioPharma | License in Jan 2025; $10.0m upfront; up to $117.0m milestones; royalties high-single digits to mid-teens; another Zai Lab director (Moulder) is Zenas CEO/Chair | Approved by Board excluding interested director per conflicts policy; Audit Committee policy governs RPTs |
- No related party transactions involving Morrison were disclosed; the Audit Committee he chairs oversees RPT policy, approvals, ratifications, and rescissions .
Expertise & Qualifications
- EY Partner; U.S. Life Sciences Leader (2002–2015); extensive audit and accounting experience in life sciences .
- Designated “audit committee financial expert” by the Board; meets HK accounting qualification .
- Extensive audit committee chair experience across multiple public biopharma boards; UC Berkeley Haas B.S.; CPA (inactive) .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (ADSs) as of Apr 11, 2025 | 47,501; less than 1% of ADSs outstanding |
| ADSs outstanding (for % calc reference) | 109,476,585 ADSs |
| Unvested restricted shares (ADSs) as of Dec 31, 2024 | 21,253 ADSs unvested |
| Hedging/Pledging of shares | Prohibited for directors and executive officers |
| Director stock ownership guidelines | Not disclosed; guidelines apply to executive officers (CEO 6x salary; other Section 16 officers 2x salary) |
Additional Voting Signal
| Proposal | For | Against | Abstentions |
|---|---|---|---|
| Re-elect Scott Morrison (2025 AGM) | 692,453,641 | 101,610,609 | 443,950 |
| Say-on-Pay (2025 AGM) | 636,374,843 | 150,223,583 | 7,909,774 |
| Prior Say-on-Pay support (2024) | — | — | 67.7% FOR of votes cast |
Governance Assessment
-
Positives
- Deep audit and financial expertise; designated audit committee financial expert; chairs Zai Lab’s Audit Committee with robust scope including related party transactions, ERM, and cybersecurity oversight .
- Auditor independence strong: KPMG provided no non-audit services; Audit Committee validated independence and recommended financial statement inclusion; transparent audit fees .
- Independence affirmed under Nasdaq and HK rules; Board-level attendance thresholds met; independent director executive sessions in practice .
- Formal related party transaction policy with Audit Committee oversight, Board/Shareholder thresholds, and recusals; recent RPTs handled under policy .
-
RED FLAGS / Watch items
- Elevated shareholder opposition to Morrison’s re-election (101.6m “Against”), notably higher than most other directors, signaling investor scrutiny of audit/governance oversight; still passed .
- 2024 say-on-pay support was 67.7%—a weak outcome—suggesting ongoing investor concerns with compensation governance; Compensation Committee updated program in 2025 (e.g., introducing PSUs) in response .
- Presence of related party transactions (MEDx tied to CEO’s family; Zenas tied to another director) necessitates continued rigorous oversight by the Audit Committee to avoid perceived conflicts, ensure arm’s-length terms, and maintain investor confidence .
-
Alignment
- Director compensation is primarily equity-based (time-vested Restricted Shares), enhancing alignment; hedging/pledging prohibitions further reinforce alignment; Morrison’s beneficial ownership is <1% but includes unvested grants, consistent with policy design .