Scott Myers
About Scott Myers
Scott Myers (age 59) is an independent Class II director and Chairperson of the Board of Zentalis Pharmaceuticals (ZNTL), serving since November 2024; his current term runs to the 2028 annual meeting if re-elected . He is a veteran biotech operator and board leader, with prior CEO roles at Viridian Therapeutics, AMAG Pharmaceuticals, Rainier Therapeutics, and Cascadian Therapeutics, and holds a B.A. in Biology from Northwestern University and an MBA from the University of Chicago Booth School of Business . As of April 21, 2025, the proxy’s beneficial ownership table did not report any ZNTL shares beneficially owned by Mr. Myers; as of December 31, 2024 he held unvested RSUs under the director program (details below) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Viridian Therapeutics (VRDN) | President & CEO; Director | Feb 2023 – Nov 2023 | Led transition period pre- and post-leadership change . |
| AMAG Pharmaceuticals | CEO; Director | Apr 2020 – Nov 2020 | Led company through sale to Covis Group . |
| Rainier Therapeutics (private) | CEO; Chair | 2018 – 2020 | Asset sold to Fusion Pharmaceuticals . |
| Cascadian Therapeutics (fka Oncothyreon) | President & CEO; Director | 2016 – 2018 | Led sale to Seagen (Seattle Genetics) . |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Dynavax Technologies (DVAX) | Chair of the Board | Public, since Oct 2021 | Current Chair . |
| Convergent Therapeutics (private) | Chair of the Board | Private, since Mar 2024 | Current Chair . |
| Umoja Biopharma (private) | Director | Private, since Nov 2024 | Current director . |
| Harpoon Therapeutics (HARP) | Director; Chair from Oct 2021 | Public until acquired Mar 2024 | Board service ended upon Merck acquisition . |
| Selecta Biosciences (now Cartesian Therapeutics RNAC) | Director | Public; service ended Nov 2023 (merger) | Prior public board . |
| Trillium Therapeutics | Director | Public; acquired Nov 2021 (Pfizer) | Prior public board . |
| Ironshore Therapeutics | Chair | Private; acquired Sep 2024 (Collegium) | Prior chair . |
| Sensorion S.A. (ALSEN) | Director | Public (Euronext); Dec 2021 – Mar 2023 | Prior public board . |
Board Governance
- Role at ZNTL: Independent Chair of the Board since Nov 13, 2024; CEO role is separate (Chair/CEO split) .
- Independence: Board determined Mr. Myers is independent under Nasdaq rules; all committee members are independent .
- Committee assignments (2024): Compensation Committee (Member); Nominating & Corporate Governance Committee (Member). Not on Audit .
- Committee chairs: Audit—Enoch Kariuki (Chair), Compensation—Karan Takhar (Chair), Nominating—Jan Skvarka (Chair) .
- Attendance: The Board held 20 meetings in 2024; each director attended at least 75% of Board/committee meetings during their service period (Mr. Myers joined in November 2024) .
- Executive sessions: Independent directors hold a separate session at every regularly scheduled Board meeting .
Fixed Compensation
| Component | 2024 Amount for Myers | Notes |
|---|---|---|
| Cash retainer (pro-rated) | $12,534 | Pro-rated from Nov 13, 2024 start date . |
| Standard cash schedule (reference) | Board: $45,000; Chair: +$45,000; Audit: Members $10,000 / Chair $20,000; Comp: Members $7,500 / Chair $15,000; Nominating: Members $5,000 / Chair $10,000 | Program in effect for 2024; unchanged for 2025 . |
Performance Compensation
| Equity Element | 2024 Grant/Value | Vesting/Structure | Program Details |
|---|---|---|---|
| RSU awards (director equity) | $1,019,953 (grant date fair value) | Time-based vesting (see program) | Under 2024 program: initial new-director RSUs valued at $850,000; annual RSUs at $425,000 (or $495,000 for Chair/Lead Independent), with time-based vesting (initial: 3 annual tranches; annual: ~1 year) . |
- No performance metrics apply to director equity; RSUs are time-vested (retention/alignment), not tied to TSR/EBITDA/ESG goals .
Other Directorships & Interlocks
| Interlock Type | Detail | Governance Implication |
|---|---|---|
| Cross-board with DVAX | Myers is Chair of Dynavax; ZNTL CEO Julie Eastland serves on Dynavax’s board through May 2025 | Creates a boardroom network link between ZNTL leadership and DVAX governance; monitor for potential conflicts or reciprocal influence (Board affirms independence) . |
Expertise & Qualifications
- Biotech CEO and transaction leadership: led multiple companies through M&A (Cascadian→Seagen; AMAG→Covis; Rainier asset→Fusion; served through HARP→Merck; prior boards at Trillium→Pfizer, Ironshore→Collegium) .
- Governance: Current independent Chair at ZNTL and Chair at Dynavax; prior chairmanships reinforce board leadership credentials .
- Education: B.A. Biology (Northwestern); MBA (Chicago Booth) .
Equity Ownership
| Measure | Quantity | Date/Source |
|---|---|---|
| Beneficial ownership (ZNTL common) | Not reported (no shares shown in table) | As of April 21, 2025 (record date) . |
| Unvested RSUs (director awards) | 260,192 RSUs unvested | As of Dec 31, 2024 . |
- Hedging/pledging: Company policy prohibits hedging and pledging transactions by directors, officers, and employees .
Governance Assessment
-
Positives:
- Independent Chair with deep biotech operating and M&A experience; clear Chair/CEO separation and routine independent director executive sessions strengthen oversight .
- Committee service on Compensation and Nominating provides direct influence on human capital and succession/governance practices; all members are independent .
- Director pay is predominantly equity, aligning with shareholders; 2024 cash was minimal and RSUs are time-based (retention/alignment) .
-
Watch items / potential conflicts:
- Cross-board interlock with Dynavax (Myers as DVAX Chair; ZNTL CEO Eastland on DVAX board through May 2025) merits monitoring for perceived influence channels, though Board affirms independence .
- Compensation Committee chaired by a director affiliated with a significant shareholder (Matrix/ Takhar); Board determined independence but investors may scrutinize for potential influence on pay/governance decisions .
-
Attendance/engagement signal:
- Board reported all directors met at least 75% attendance in 2024; Myers joined in November 2024, with ongoing leadership role as independent Chair .