Karan Takhar
About Karan Takhar
Karan Takhar, age 34, has served as an independent Class II director of Zentalis since December 2017. He is Senior Managing Director and head of Life Sciences investing at Matrix Capital Management (since February 2021), after serving as Managing Director from January 2017 to January 2021; he holds a B.S. in Economics and Mathematics from MIT .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Matrix Capital Management Company, L.P. | Senior Managing Director; Head of Life Sciences investing | Feb 2021–present | Leads life sciences investments; significant stockholder affiliation noted by ZNTL . |
| Matrix Capital Management Company, L.P. | Managing Director | Jan 2017–Jan 2021 | Advanced to senior leadership in life sciences investing. |
| Matrix Capital Management Company, L.P. | Roles of increasing responsibility | Aug 2013–Jan 2021 | Broad operational/transactional experience in life sciences. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aura Biosciences, Inc. (Nasdaq: AURA) | Director | Since Mar 2021 | Public board experience in biotech. |
| Endeavor BioMedicines, Encoded Therapeutics, ElevateBio, Koneksa Health, Palleon Pharmaceuticals | Director (private companies) | Current | Network across private biotech platforms; potential industry information flow. |
| Bardavon Health Innovations LLC | Director (private) | Listed in 2024 proxy | Health tech exposure (private). |
Board Governance
- Independence: Board determined Takhar qualifies as “independent” under Nasdaq rules, noting his affiliation with a significant stockholder (Matrix) did not impair independent judgment .
- Tenure and elections: Class II director; nominated for re‑election at the 2025 Annual Meeting, with term to expire at the 2028 Annual Meeting if elected .
- Committee assignments (latest): Compensation Committee Chair; Nominating & Corporate Governance Committee Member. Audit Committee membership: not currently; previously served on Audit in 2021–2022 .
- Attendance and engagement: Company disclosed that each director attended at least 75% of Board and committee meetings in 2021 and 2022; Board holds independent director sessions at every regular meeting .
| Committee Assignment | 2021 | 2022 | 2023 | 2025 (Corrected) |
|---|---|---|---|---|
| Audit | Member | Member | Not listed | Member: Luke Walker; Chair: Enoch Kariuki (Takhar not on Audit) |
| Compensation | Chair | Chair | Chair; members Johnson, Takhar | Chair: Takhar; Member: Johnson; Scott Myers member |
| Nominating & Corporate Governance | Member | Member | Member; Chair: Johnson; Members: Skvarka, Takhar | Chair: Jan Skvarka; Members: Takhar, Luke Walker |
Fixed Compensation
Takhar has consistently waived director compensation and equity since at least 2021.
| Metric (USD) | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Cash fees | $0 | $0 | $0 | $0 |
| Stock awards (RSUs grant-date fair value) | $0 | $0 | $0 | $0 |
| Total | $0 | $0 | $0 | $0 |
Context – Non-Employee Director Cash Retainers:
- 2023: Board $45,000; Chair/Lead Independent Director +$30,000; Audit Chair $20,000/Members $10,000; Compensation Chair $15,000/Members $7,500; Nominating Chair $10,000/Members $5,000 .
- 2024: Increased Chair/Lead Independent Director retainer to $45,000; added R&D Committee Chair $16,000 and Member $7,500 .
- 2025: Cash compensation unchanged from 2024 .
Performance Compensation
Program structure (directors generally receive time-based RSUs; Takhar waives awards):
| Program Year | Initial RSU Grant | Annual RSU Grant | Vesting |
|---|---|---|---|
| 2022 | $1,000,000 ÷ 30‑day avg price | $500,000 (Chair/LID: $570,000) ÷ 30‑day avg price | Initial: 3 equal annual tranches; Annual: earlier of 1 year or next annual meeting |
| 2023 | $800,000 ÷ 30‑day avg price | $425,000 (Chair/LID: $495,000) ÷ 30‑day avg price | Same as above |
| 2024 | $850,000 ÷ 30‑day avg price | $425,000 (Chair/LID: $495,000) ÷ 30‑day avg price | Same as above |
| 2025 | Initial: 0.10%–0.20% of shares outstanding; Annual: 0.08% of shares outstanding | As stated | Same as 2024 |
Note: Takhar waived director equity grants in 2021–2024 and held no unvested equity awards at year-end 2023 and 2024 .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Signal |
|---|---|---|
| Aura Biosciences (Nasdaq: AURA) | Director | None disclosed with ZNTL. Public board experience . |
| Matrix Capital (significant ZNTL stockholder via Master Fund) | Senior Managing Director | Affiliation with a >5% stockholder; participated in ZNTL follow-on offerings (4.76M shares in Jun 2023; 4.851M in May 2022) . |
Expertise & Qualifications
- Life sciences investing leader; broad operational and transactional experience across public and private biotech .
- Education: B.S. in Economics and Mathematics, MIT .
- Board skills: Compensation committee leadership, director nomination/governance participation .
Equity Ownership
Beneficial ownership has evolved, with early filings attributing beneficial ownership through Matrix, and recent filings showing no individual ownership.
| As-of Date | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Apr 9, 2021 | 3,821,739 | 9.3% |
| Apr 11, 2022 | 4,349,279 | 9.5% |
| Apr 21, 2023 | — | — |
| Apr 23, 2024 | — | — |
| Apr 21, 2025 | — | — |
Additional alignment signals:
- No unvested director RSUs at year-end 2023 and 2024 due to compensation waiver .
- Anti-hedging policy prohibits hedging or similar transactions by directors and entities they control .
Governance Assessment
- Strengths: Deep sector investing expertise; long tenure since 2017; extensive committee leadership (Compensation Chair; Nominating member). Compensation waivers reduce potential pay-related conflicts and signal alignment through long-term investor perspective .
- Potential conflicts and risk factors:
- Affiliation with Matrix Capital, a major shareholder that purchased sizable blocks in ZNTL’s 2022 and 2023 follow-on offerings; Investors’ Rights Agreement in 2019 includes registration and information/observer rights for holders including Matrix. This introduces perceived influence in governance and capital markets actions, though Board maintains independence determinations .
- Direct personal ownership currently reported as “—”; alignment may be via fund affiliation rather than individual holdings; absence of personal RSUs/options due to waivers reduces direct “skin-in-the-game” signals .
- Attendance: Company-reported ≥75% attendance threshold met for directors in 2021 and 2022; Board schedules independent director sessions each regular meeting—positive for oversight .
- Compensation committee practices: Uses independent compensation consultants; committee composed of independent directors; Takhar as Chair indicates active role in executive pay oversight and succession planning .
RED FLAGS: Significant stockholder affiliation (Matrix) while chairing Compensation and serving on Nominating could raise perceived conflict risk; ongoing monitoring of related-party disclosures and voting outcomes is prudent .