Julie Eastland
About Julie Eastland
Julie Eastland, age 61, has served as President, Chief Executive Officer, and Class I Director of Zentalis since November 13, 2024; her initial director term is scheduled to expire at the 2027 Annual Meeting . She holds an MBA from the University of Edinburgh and a BS in finance from Colorado State University . Prior experience spans CEO of Harpoon Therapeutics through its sale to Merck (March 2024), COO/CFO of ReCode Therapeutics, CFO/CBO of Rainier Therapeutics, and CFO/CBO of Cascadian Therapeutics through its sale to Seagen (2018) . Company-wide performance context: cumulative TSR index value (fixed $100 from 12/31/2021) declined to 4 in 2024, from 18 in 2023 and 24 in 2022; net losses were $(165.9)M in 2024, $(292.3)M in 2023, and $(237.1)M in 2022 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Harpoon Therapeutics | President & CEO; Director | Nov 2021–Mar 2024 | Led company through acquisition by Merck in Mar 2024 |
| ReCode Therapeutics | COO & CFO | Oct 2020–Nov 2021 | Executive operations and finance leadership at private genetics medicine company |
| Rainier Therapeutics | CFO & CBO | Oct 2018–Feb 2020 | Executive finance and BD at private oncology company |
| Cascadian Therapeutics | CFO & CBO | Aug 2010–Mar 2018 | CFO/CBO through acquisition by Seagen in 2018 |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Dynavax Technologies (Nasdaq: DVAX) | Director | Through May 2025 | Continues as director; DVAX board chaired by Scott Myers |
| Lantheus Holdings (Nasdaq: LNTH) | Director | Current | Board member |
| Seismic Therapeutic | Director | Current | Board member |
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Base Salary (annual) | $700,000 | Set in employment agreement at appointment |
| Target Bonus % | 60% of base salary | Eligible for prorated 2024 bonus; annual plan thereafter |
| Sign-on Bonus | $250,000 | Paid upon commencement (subject to one-year clawback if terminated for cause or resigns without good reason) |
| Salary Paid | $94,231 | 2024 reported compensation |
| Annual Bonus Paid (non‑equity incentive) | $52,471 | 2024 prorated payout |
| Option Awards (grant-date fair value) | $7,791,824 | 2024 reported compensation |
| Perquisites | $383 | 2024 cell phone allowance ($200) and group term life premium ($183) |
Performance Compensation
- Annual bonus program tied 100% to corporate performance goals (clinical development, future pipeline, CMC/quality, culture/people, and financial), each with Board-set weightings; 2024 achievement was 95% and bonuses for eligible NEOs paid at 95% of target .
| Metric category | Weighting | Target | Actual | Payout factor | Vesting |
|---|---|---|---|---|---|
| Clinical development | Not disclosed | Not disclosed | Achieved 95% overall | 95% of target | Cash payout (annual) |
| Future pipeline | Not disclosed | Not disclosed | Achieved 95% overall | 95% of target | Cash payout (annual) |
| CMC/quality | Not disclosed | Not disclosed | Achieved 95% overall | 95% of target | Cash payout (annual) |
| Culture/people | Not disclosed | Not disclosed | Achieved 95% overall | 95% of target | Cash payout (annual) |
| Financial objectives | Not disclosed | Not disclosed | Achieved 95% overall | 95% of target | Cash payout (annual) |
Equity Ownership & Alignment
| Ownership metric | Value |
|---|---|
| Total beneficial ownership (shares) | 475,149 (includes 28,500 shares held and 446,649 options exercisable within 60 days of 4/21/2025) |
| % of shares outstanding | Less than 1% of 71,951,934 shares |
| Stock ownership guidelines | Not disclosed |
| Hedging/Pledging | Prohibited by Insider Trading Compliance Policy |
| Clawback | Mandatory recovery policy adopted Oct 2023 for erroneously awarded incentive comp |
Outstanding equity and vesting:
| Grant date | Instrument | Exercisable | Unexercisable | Exercise price | Expiration | Vesting schedule |
|---|---|---|---|---|---|---|
| 12/2/2024 | Stock options | 63,100 | 2,965,700 | $3.66 | 12/1/2034 | 48 equal monthly installments from 11/13/2024 (continued service required) |
| Total initial inducement grant | Stock options | — | Total 3,028,800 shares | $3.66 | 10-year term | Granted under 2022 Inducement Plan; monthly vesting over four years |
- In-the-money status at year-end 2024: closing price was $3.03 on 12/31/2024, below $3.66 exercise price, implying options were underwater at that date .
Employment Terms
| Provision | Base case (without change in control) | Change-in-control (double trigger: within 90 days prior to or 24 months after) |
|---|---|---|
| Severance – Salary | 18 months of then-current base salary (lump sum at 60 days) | Same 18 months salary |
| Severance – Bonus | Target bonus (lump sum at 60 days) plus prorated target bonus for year of termination; earned but unpaid prior-year bonus | 150% of full target bonus in lieu of target bonus; prorated target bonus also per agreement |
| COBRA | Company-paid premiums for 18 months | Same |
| Equity – Time-based awards | Acceleration of portion that would vest in 12 months | Immediate full vesting of time-based awards |
| Equity – Post-termination exercise | Initial option award exercise window extended two years | Same extension applicable per agreement |
| 280G/4999 excise tax (gross-up) | Not applicable | Company will provide an additional payment to offset excise taxes on a net-after-tax basis (tax gross-up) |
Restrictive covenants and policies:
- Non-solicit of employees and consultants: 1 year post-termination .
- Perpetual non-disparagement and standard proprietary information/inventions assignment .
- Anti-hedging and pledging policy in effect for officers and directors .
- Insider Trading Compliance Policy and Code of Ethics govern trading and conduct .
Board Governance
- Role: CEO and Class I Director since Nov 13, 2024; as an employee, she is not independent under Nasdaq rules .
- Board structure: independent Chair (Scott Myers) separate from CEO role; committees chaired and populated exclusively by independent directors (Audit: Chair Enoch Kariuki; Compensation: Chair Karan Takhar; Nominating: Chair Jan Skvarka) .
- Attendance and executive sessions: Board held 20 meetings in 2024; each director attended ≥75% of applicable meetings; independent directors hold executive sessions at every regularly scheduled Board meeting .
- Director compensation: Eastland, as CEO, did not receive additional director fees; non-employee director program provides cash retainers and RSUs, but she is not eligible as an employee director .
Related Party Transactions and Interlocks
- No transactions requiring disclosure involving Eastland at appointment .
- Notable network: Eastland serves on Dynavax’s board; ZNTL’s Board Chair Scott Myers is also Chair at Dynavax, indicating potential information flow, subject to independence safeguards and conflict policies .
Compensation Structure Analysis
- Cash vs equity: 2024 mix is heavily equity via a large inducement option grant ($7.79M grant-date fair value) with multi-year monthly vesting; limited perquisites and modest prorated cash bonus .
- Annual bonus governance: 100% tied to corporate goals; 2024 payout at 95% of target for eligible NEOs, signaling performance-linked cash incentives .
- Market positioning: Company aimed for executive salaries between the 50th–75th percentile and total cash above median vs peer group; independent consultant (Anderson Pay Advisors) engaged for benchmarking .
- Equity plan capacity: Inducement Plan share reserve increased by 5.5M on Nov 12, 2024, supporting sizeable new-hire grants (dilution consideration) .
Investment Implications
- Alignment: A substantial, multi-year, out-of-the-money option grant with monthly vesting aligns upside with shareholders and reduces immediate selling pressure; anti-hedging/pledging and clawback policies support alignment .
- Retention: Robust double-trigger severance including 18 months salary, prorated and target bonus, full vesting on change-in-control, and 2-year option exercise extension enhance retention; however, presence of a 280G excise tax gross-up is a shareholder-unfriendly red flag .
- Governance: Independent Chair and fully independent committees mitigate dual-role concerns (CEO + Director) and support oversight; Eastland is non-independent as CEO, with no committee roles .
- Performance risk: Company TSR index deteriorated through 2024 with continued net losses; execution risk remains tied to azenosertib registrational plans highlighted upon Eastland’s appointment .