Jan Skvarka
About Jan Skvarka, Ph.D.
Independent Class III director at Zentalis Pharmaceuticals since September 2022; age 58. Former CEO of Trillium Therapeutics (acquired by Pfizer in Nov 2021) and Tal Medical; ex-Bain & Company partner and Price Waterhouse Corporate Finance manager (London/Vienna). Education: MBA, Harvard Business School; Ph.D. in Economics, University of Economics, Slovakia. Board tenure since 2022 with audit committee financial expertise and current chair role on Nominating & Corporate Governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trillium Therapeutics (public; acquired by Pfizer) | President & CEO, Director | Sep 2019–Nov 2021 | Led strategic sale to Pfizer; clinical-stage immuno-oncology focus |
| Tal Medical (clinical-stage neuroscience) | President & CEO, Director | 2014–Jan 2019 | Clinical-stage leadership |
| Bain & Company | Partner, Life Sciences Practice | Prior to 2014 | Strategy/operator lens for biopharma |
| Price Waterhouse, Corporate Finance | Manager | Prior (London, Vienna) | Finance/transactions background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Monte Rosa Therapeutics, Inc. (Nasdaq: GLUE) | Director | Since Mar 2023 | Public company board; protein degradation |
| DEM Biopharma, Inc. | Chairman (prev. Executive Chairman) | Since Mar 2024 (Exec Chair Mar 2022–Mar 2024) | Private biotech leadership |
| Harvard Business School MS/MBA Biotech | Program Advisor | Current | Academic advisory role |
Board Governance
- Independence: Determined independent under Nasdaq rules; board concluded no relationships impair independent judgment; overall independent committees and chairs; Skvarka independent and serves on Audit and Nominating committees .
- Committee assignments: Audit Committee member (financial expert designation) and Chair of Nominating & Corporate Governance .
- Attendance/Engagement: Board held 20 meetings in 2024; every director attended at least 75% of Board and committee meetings; independent director executive sessions occur at each regular Board meeting .
- Board leadership: Independent Chair (Scott Myers) separate from CEO; independent committee chairs; structure aimed at objective oversight and risk management .
Fixed Compensation (Director)
| Component | Amount | Period/Notes |
|---|---|---|
| Board retainer (cash) | $45,000 | 2024 program |
| Audit Committee member (cash) | $10,000 | 2024 program |
| Nominating Committee chair (cash) | $10,000 | 2024 program |
| Total fees earned (cash) | $65,000 | 2024 actual |
| Indemnification agreement | Standard Delaware-law indemnification | Applies to all directors |
Performance Compensation (Director)
| Equity Component | Grant Value (2024) | Vesting Schedule | Outstanding/Status |
|---|---|---|---|
| Annual RSU grant | $197,510 | Annual grant vests at next annual meeting or first anniversary, per program | 53,783 RSUs unvested as of 12/31/2024 |
| 2025 equity program | N/A | Initial RSUs: 0.10–0.20% of shares outstanding; annual RSUs: 0.08% of shares outstanding; same vesting as 2024 | Structural change effective 1/1/2025 |
- Equity grant practices: Grants use average closing price (2024) and move to percentage-of-shares framework (2025); options not part of non-employee director program; no timing around MNPI; exercise prices at grant-date close for options generally (exec program) .
Other Directorships & Interlocks
| Company | Market | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Monte Rosa Therapeutics (GLUE) | Nasdaq | Director | No related-party transactions disclosed with ZNTL |
| DEM Biopharma (private) | Private | Chairman | No related-party transactions disclosed with ZNTL |
| Academic (HBS program) | N/A | Advisor | Not a related-party transaction |
Expertise & Qualifications
- Financial and strategic expertise: Audit Committee “financial expert” designation; proven operator and strategist across immuno-oncology and neuroscience .
- Transaction/M&A track record: Led Trillium’s sale to Pfizer; prior senior roles with Bain & Price Waterhouse Corporate Finance .
- Industry depth: Oncology and life sciences operating roles spanning clinical development and corporate strategy .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition/Notes |
|---|---|---|---|
| Jan Skvarka, Ph.D. | 137,349 | <1% | 95,768 common shares; 41,581 RSUs vesting within 60 days (settlement) |
- Anti-hedging/pledging: Directors prohibited from hedging or pledging company stock under Insider Trading Compliance Policy .
- Ownership guidelines: Not disclosed; program emphasizes equity alignment via annual RSUs .
Say-on-Pay & Shareholder Feedback
| Proposal (2025 Annual Meeting) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory approval of NEO compensation | 29,474,720 | 17,374,784 | 113,159 | 11,249,440 |
- Frequency: ZNTL holds say-on-pay annually (per 2022 stockholder vote) .
Governance Assessment
- Board effectiveness: Independent director with audit financial expert credentials and chairing Nominating & Governance strengthens oversight of risk, independence, succession planning, and board self-evaluation .
- Alignment and incentives: Cash fees balanced by meaningful annual RSU grants; 2025 shift to percentage-based RSU sizing increases alignment to company capitalization while maintaining standard vesting cadence .
- Independence and conflicts: Board affirmatively determined independence; no related-party transactions reported involving Skvarka; anti-hedging policy reduces misalignment risks .
- Engagement: Met minimum attendance thresholds; independent executive sessions each regular meeting; committee meeting cadence (Audit 4, Compensation 4, Nominating 3 in 2024) suggests active governance processes .
- Signals to investors: Presence on a public biotech board (Monte Rosa) adds industry network and insight without disclosed conflicts; prior CEO M&A execution enhances strategic optionality and value-creation lens .
Board Governance (Detail)
| Committee | Role | 2024 Meetings | Key Responsibilities/Notes |
|---|---|---|---|
| Audit | Member; Financial Expert | 4 | Oversees financial reporting, ICFR, auditor independence, cybersecurity risk; reviews related-party transactions |
| Nominating & Corporate Governance | Chair | 3 | Director recruitment, board evaluations, governance guidelines; succession planning; ESG oversight |
Director Compensation (Detail)
| Year | Fees Earned (Cash) | Stock Awards (RSUs FV) | Total |
|---|---|---|---|
| 2024 | $65,000 | $197,510 | $262,510 |
Risk Indicators & Red Flags
- Hedging/pledging prohibited (reduces alignment risk) .
- No related-party transactions disclosed involving Skvarka (low conflict risk) .
- Attendance threshold met; independent sessions standard practice (positive governance signal) .
- Compensation consultant independence affirmed for committee oversight (reduces pay-design conflicts) .
Shareholder Meeting Outcomes (2025)
| Item | Outcome | Votes/Quorum |
|---|---|---|
| Elect Class II directors | Elected | Quorum: 80.9% of outstanding; Myers, Takhar, Walker elected |
| Auditor ratification (EY) | Approved | 58,100,230 For; 10,761 Against; 101,112 Abstain |
| Advisory say-on-pay | Approved | 29,474,720 For; 17,374,784 Against; 113,159 Abstain |
Overall, Jan Skvarka’s profile—independent status, financial expertise, committee leadership, and equity-based compensation—supports board effectiveness and alignment, with no disclosed conflicts or related-party exposures affecting investor confidence .