David Johnson
About David Johnson
David Johnson (age 60) is a Class III independent director at Zentalis, serving since January 2020; he was Lead Independent Director from April 2020–May 2022 and Board Chair from May 2022–November 2024. He is CEO of Solve Therapeutics, a general partner at Velosity Capital, and previously founded and led VelosBio (sold to Merck in 2020) and Acerta Pharma (now part of AstraZeneca). He holds a bachelor’s degree from Indiana University. We view his credentials as those of an experienced operator and company builder in oncology therapeutics, with deep transaction and board leadership experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zentalis Pharmaceuticals | Board Chair | May 2022–Nov 2024 | Led board during CEO transition; maintained independent oversight |
| Zentalis Pharmaceuticals | Lead Independent Director | Apr 2020–May 2022 | Chaired executive sessions; strengthened independent governance |
| VelosBio (acquired by Merck) | Founder & CEO | 2017–Dec 2020 | Built oncology platform; successful sale to Merck |
| Acerta Pharma (AstraZeneca Group) | CEO | 2013–2016 | Led growth pre-transaction with AstraZeneca |
| Lengo Therapeutics (acquired by Blueprint) | Chairman | Mar 2021–Dec 2021 | Oversaw strategic sale to Blueprint Medicines |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Solve Therapeutics | Chief Executive Officer & Director | Jul 2021–present | Venture-backed oncology mAb developer |
| Velosity Capital | General Partner | Jan 2022–present | Life sciences investing platform; shared affiliation with ZNTL director Enoch Kariuki |
| Aura Biosciences (Nasdaq: AURA) | Chairman & Director | Director since Jan 2021; Chairman since Mar 2021 | Public company governance leadership |
| Palleon Pharmaceuticals | Director | Aug 2021–present | Private biopharma board |
| Incisive Genetics | Director | Jun 2022–present | Private biotech board |
| Sudo Biosciences | Director | Jan 2021–present | Private biopharma board |
Board Governance
- Independence: Johnson is “independent” under Nasdaq rules; the Board affirmatively assessed independence, including conflicts and affiliations, and found no impairment to judgment. He currently serves on the Compensation Committee (member) .
- Committee assignments: Compensation Committee (member); not listed on Audit or Nominating Committees .
- Attendance: The Board held 20 meetings in FY2024; each director attended at least 75% of Board and applicable committee meetings. Independent directors meet in executive session at every regularly scheduled Board meeting .
- Tenure on Board: Director since 2020; currently Class III with term expiring at the 2026 annual meeting .
- Board leadership transitions: Johnson served as Chair through November 13, 2024 when Scott Myers, an independent director, became Chair; CEO role is separate, reinforcing independent oversight .
Fixed Compensation
| Component | FY2024 Amount | Program Detail |
|---|---|---|
| Cash fees (Director + Chair/LID + Committee) | $91,386 | Standard annual cash retainers: $45,000 director; +$45,000 Chair or +$30,000 Lead Independent; Audit $10,000/$20,000; Compensation $7,500/$15,000; Nominating $5,000/$10,000. 2025 cash schedule unchanged . |
Performance Compensation
| Grant Type | FY2024 Award Value | Vesting | Notes |
|---|---|---|---|
| RSUs (annual director grant) | $230,038 | Annual grant vests at next annual meeting or first anniversary, whichever comes first | 2024 program: $425,000 standard annual grant; $495,000 for Chair/LID; Johnson’s 2024 recognized award value was $230,038 . |
| RSUs (as of 12/31/2024) | 48,429 unvested units | Per director program schedules | Indicates ongoing alignment via equity . |
| 2025 equity program (structure) | Annual grant equals 0.08% of shares outstanding; initial grant for new directors equals 0.10%–0.20% of shares outstanding | Same vesting schedules as 2024 | Moves to % of outstanding shares framework from fixed-$ grants . |
- Performance metrics tied to director compensation: None disclosed; director equity is time-vested RSUs without performance conditions .
Other Directorships & Interlocks
| Entity | Interlock | Potential Governance Consideration |
|---|---|---|
| Aura Biosciences (AURA) | Johnson (Chair & Director) and ZNTL director Karan Takhar (Director) both serve on Aura’s board | Information flow and network influence; Board considered Takhar’s shareholder affiliation when affirming independence; no impairment found . |
| Velosity Capital | Johnson (GP) and ZNTL director Enoch Kariuki (GP) | Investment network overlap; no related-party transactions with Velosity disclosed by ZNTL . |
Expertise & Qualifications
- Oncology company building and M&A: Founder/CEO roles leading to acquisitions by Merck and AstraZeneca; chair roles over successful exits (Lengo) .
- Board leadership: Prior ZNTL Chair, prior Lead Independent Director; current Compensation Committee member .
- Education: Bachelor’s degree from Indiana University .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 245,318 shares (<1%) | Less than 1% of outstanding shares (71,951,934) . |
| Components (within 60 days of 4/21/2025) | 144,389 common shares; 52,500 options exercisable; 48,429 RSUs vesting within 60 days | Shows mix of owned shares, near-term option exercisability, and RSUs hitting vest window . |
| Hedging/Pledging | Hedging prohibited by policy; pledging not disclosed | Company prohibits hedging and short-term speculative transactions; no pledging by Johnson disclosed . |
Insider Trades
| Date | Type | Shares/Units | Price | Value | Source |
|---|---|---|---|---|---|
| Nov 10, 2023 | Open-market purchase | 17,000 | $9.88 | $167,943 | |
| Jun 21, 2024 | Form 4 – RSU grant under director program | Notional RSUs (count per filing) | — | — | |
| Jun 16, 2023 | Form 4 – RSU grant under director program | Notional RSUs (count per filing) | — | — | |
| Apr 5, 2021 | Sale | 12,897 | $43.50 | $561,021 |
Note: RSU grants are reported pursuant to the non-employee director compensation program; unit counts and vesting are specified in the filings. Johnson’s unvested RSUs as of 12/31/2024 were 48,429 .
Related Party & Conflicts Review
- Company-level related party disclosures identify transactions with Recurium IP (managed by former executives), Tempus Labs (former CEO affiliation), Zentera Therapeutics (collaboration termination), and Kalyra Pharmaceuticals; none are attributed to Johnson. The Audit Committee reviews and approves related party transactions under a formal policy; no Johnson-related transactions are disclosed .
- Independence assessment explicitly considered affiliations (e.g., Takhar’s Matrix Capital stake) and found Johnson independent; committee independence requirements are met .
Compensation Committee Analysis
| Aspect | Detail |
|---|---|
| Composition | Karan Takhar (Chair), Scott Myers (Member), David Johnson (Member); all independent under Nasdaq heightened standards; non-employee directors under Rule 16b-3 . |
| Consultant | Anderson Pay Advisors LLC engaged; Compensation Committee determined no conflicts; peer group benchmarking and annual market review conducted . |
| Scope | Oversees executive pay, director compensation, equity plans, clawback administration, and human capital strategy (DEI, engagement, retention) . |
Governance Assessment
- Strengths: Independent status; robust attendance; prior leadership as Chair and Lead Independent Director; active role on Compensation Committee; meaningful equity alignment via RSUs; anti-hedging policy and clawback framework bolster alignment and accountability .
- Potential watch items:
- Interlocks: Shared Aura board with significant shareholder-affiliated director (Takhar) and shared Velosity affiliation with director (Kariuki); Board has considered such affiliations in independence determinations .
- Equity-heavy director pay: RSUs are time-based without performance metrics; while common for directors, it reduces explicit performance linkage versus PSUs; however, time-based equity maintains long-term alignment .
- No Johnson-specific related party transactions, pledging, or hedging disclosed; his open-market buy in Nov 2023 is a positive alignment signal .