Enoch Kariuki
About Enoch Kariuki
Independent Class I director at Zentalis Pharmaceuticals (ZNTL) since February 2021; age 43; currently serves as Audit Committee Chair and is designated an audit committee financial expert. Holds a Pharm.D. (Texas Southern University) and MBA (Tuck School of Business at Dartmouth); career spans CFO/CEO roles and life-sciences investing with extensive M&A execution in oncology therapeutics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lengo Therapeutics | Chief Executive Officer | Jun 2021–Jan 2022 | Led company through acquisition by Blueprint Medicines (Nasdaq: BPMC) in Jan 2022 . |
| VelosBio | Chief Financial Officer | Jul 2020–Dec 2020 | CFO through sale to Merck (NYSE: MRK) in Dec 2020 . |
| Synthorx | SVP, Corporate Development | Jun 2018–Feb 2020 | Corporate development during sale to Sanofi (Nasdaq: SNY) . |
| H.I.G. Capital | Vice President | 2014–Apr 2018 | Life sciences private equity/alternatives investing . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Endeavor BioMedicines | President | Mar 2024–present | Clinical-stage biotech in fibrosis/oncology (private) . |
| Velosity Capital | General Partner | Mar 2021–present | GP alongside David Johnson (ZNTL director), creating an interlock . |
| Pheon Therapeutics | Director | Sep 2024–present | Oncology-focused biotech (private) . |
| ProfoundBio | Director | Feb 2024–May 2024 | Company acquired by Genmab A/S (Nasdaq: GMAB) in May 2024 . |
| Endeavor BioMedicines | Director | Dec 2023–Mar 2024 | Transitioned from director to President in Mar 2024 . |
| Imago Biosciences | Director; Audit Chair | Feb 2021–Jan 2023 | Company acquired by Merck in Jan 2023 . |
Board Governance
- Committee assignments: Audit Committee Chair; member composition includes Kariuki, Jan Skvarka, Ph.D., and Luke Walker, M.D.; Kariuki and Skvarka designated “audit committee financial experts.” Compensation and Nominating committees are fully independent; Kariuki is not on those committees .
- Independence: Board determined Kariuki is independent under Nasdaq rules; board also confirmed committee independence standards met .
- Attendance: Board held 20 meetings in FY2024; each director attended at least 75% of Board and committee meetings on which they served. Audit Committee met 4 times in 2024 .
- Leadership: Independent Chairperson (Scott Myers); executive sessions of independent directors at every regularly scheduled Board meeting .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees earned | $65,000 | Non-employee director cash fees; per program: Board retainer $45,000; Audit Chair retainer $20,000 . |
| Committee cash retainers (program) | Audit Chair $20,000; Audit Member $10,000; Compensation Chair $15,000; Comp Member $7,500; Nominating Chair $10,000; Nominating Member $5,000 | Cash schedule applicable in 2024 and unchanged for 2025 program . |
Performance Compensation
| Award Type | Grant Date / Program | Shares / Value | Vesting / Metrics |
|---|---|---|---|
| Annual RSU grant (director) | 2024 program | $197,510 grant-date fair value | Annual RSUs generally vest by next AGM or 1-year from grant; director equity is time-based with no performance metrics disclosed . |
| Unvested RSUs outstanding | As of Dec 31, 2024 | 41,581 RSUs | Time-based vesting; no performance conditions . |
| 2025 equity program structure | Effective Jan 1, 2025 | Annual grant = 0.08% of outstanding shares; new director initial grant = 0.10%–0.20% of outstanding shares | Time-based vesting; no performance metrics . |
Performance metrics table: None disclosed for director equity; grants vest on service-based schedules without revenue/EBITDA/TSR or ESG performance conditions .
Other Directorships & Interlocks
- Interlock: Shares a GP role at Velosity Capital with ZNTL director David Johnson (potential information-flow channel; no related-party transactions disclosed) .
- Significant shareholder representation: Director Karan Takhar (Matrix Capital) affiliates with a 19.4% holder; board still determined independence; Kariuki is not affiliated with Matrix .
Expertise & Qualifications
- Audit committee financial expert; financially sophisticated under Nasdaq rules .
- Transactional/M&A expertise: Led or contributed to exits to Merck, Sanofi, Blueprint; strong corporate development and CFO skill set .
- Technical credentials: Pharm.D.; industry experience across oncology; MBA in finance/strategy .
Equity Ownership
| Ownership As Of | Direct Shares | Options Exercisable ≤60 Days | RSUs Vesting ≤60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|---|
| Apr 21, 2025 | 38,181 | 42,000 | 41,581 | 121,762 | <1% |
Policy notes:
- Anti-hedging and anti-pledging policy applies to directors; prohibits hedging/offset transactions and pledging of company stock .
- Indemnification agreement in place (standard Delaware indemnity) .
Governance Assessment
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Strengths:
- Independent Audit Chair with “financial expert” designation; clear oversight of auditor independence, ICFR, cybersecurity, and related-party transactions .
- Strong alignment via meaningful equity holdings (RSUs, options), time-based vesting supporting retention; anti-hedging/pledging policy enhances alignment .
- Deep life-sciences finance and M&A experience supports board effectiveness in capital allocation and partnering .
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Watch items / potential conflicts:
- Interlock at Velosity Capital with another ZNTL director (Johnson); no transactions disclosed, but continued Audit Committee oversight of related-party policy is prudent .
- External operating role as President of Endeavor BioMedicines in oncology could present future competitive or transactional conflicts if vendor/partner/customer relationships emerge; none disclosed currently .
- Director Karan Takhar’s affiliation with a major shareholder underscores importance of independent committee processes; Board affirmed independence standards across committees .
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Attendance/engagement:
- Meets attendance expectations (≥75% in 2024); Audit Committee met 4 times, indicating active oversight cadence .
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Compensation structure:
- Balanced cash/equity mix for directors; shift in 2025 to percentage-of-outstanding shares for equity may increase dilution sensitivity but maintains time-based vesting and service alignment; no performance-based director metrics disclosed .
RED FLAGS
- None disclosed specific to Kariuki: no pledging, no related-party transactions involving him, no SEC/legal proceedings noted. Audit Committee role and policies mitigate related-party risk; continued monitoring of Velosity interlock advisable .
References
- Board composition, independence, committee assignments and attendance: .
- Director compensation and RSU details: .
- Security ownership: .
- Biography and external roles: .
- Governance policies (clawback, anti-hedging/pledging, related-party policy): .