Carlos Campoy

About Carlos Campoy

Carlos Campoy, 61, has served as an independent director of Zymeworks since June 2023. He is a seasoned biotech CFO (CytomX Therapeutics 2020–2022; Alder BioPharmaceuticals 2018–2019) with prior senior finance roles at Allergan and Eli Lilly (including CFO of Eli Lilly Japan). He holds an MBA (Indiana University), a B.S. in Management (FACCAT, São Paulo), is NACD Directorship Certified, and a Certified Management Accountant (CMA) . He is designated an audit committee financial expert and chairs Zymeworks’ Audit Committee .

Past Roles

External Roles

Board Governance

Fixed Compensation

Performance Compensation

Note: Director equity awards are time-based options; no performance metric conditions are disclosed for director equity. The company prohibits option backdating/timing to MNPI and discloses grant timing practices .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial leadership across large-cap and emerging biopharma; international finance (Japan) experience .
• Audit committee financial expert designation; deep audit/controls oversight .
• Certifications: NACD Directorship Certified; CMA .

Equity Ownership

Implication: The proxy shows only options for Mr. Campoy as of the record date, so he will need to acquire outright shares to meet the 10,000-share guideline by September 2028, subject to service and policy terms .

Governance Assessment

• Strengths

  • Independent audit chair with designated “financial expert” status; perfect 2024 attendance at board and committee meetings, supporting board effectiveness and oversight rigor .
  • Audit Committee charter explicitly oversees financial reporting integrity, internal controls, ERM (including cybersecurity), whistleblower reports, and related-party transactions—critical for conflict monitoring .
  • Clear restrictions on hedging/pledging and an adopted Dodd-Frank-compliant clawback policy; adoption of director stock ownership guidelines in 2025 enhances alignment .

• Potential Watch Items

  • Ownership alignment: current beneficial ownership consists of options; company guidelines require 10,000 owned shares by Sept 2028 (options don’t count), implying a future accumulation requirement to meet guidelines .
  • Related-party environment: Zymeworks disclosed significant transactions with a major shareholder (EcoR1) and a private placement to a director (Ciongoli). As audit chair, Mr. Campoy oversees approval under the related-party policy—continued transparency and robust recusal practices remain important .

• Broader Governance Context

  • Say-on-pay received ~93% support at the 2024 annual meeting, indicating positive investor sentiment on compensation practices; board maintains regular shareholder engagement .
  • Board majority independent with a lead independent director structure balancing combined CEO/Chair roles .

Related-Party Transactions & Conflicts

Director Compensation (Detail)

Program references:

• Cash retainers schedule for board/committees (effective Jan 1, 2024 and Jan 1, 2025) .
• Equity grants to directors: initial and annual option policies, vesting, and 2024/2025 adjustments; extended post-termination exercise and limited pro-rata acceleration for 2024 annual awards on departure .

Independence, Attendance & Engagement

Governance Signals: RED FLAGS

• None disclosed specific to Mr. Campoy (no related-party transactions, legal proceedings, or attendance issues attributed to him) .
• Monitoring item: Ownership guideline requires 10,000 owned shares by Sept 2028; current proxy shows only options for Mr. Campoy as of the record date (options don’t count toward the guideline) .

Summary Implications for Investors

• As Audit Committee Chair and financial expert with perfect attendance, Campoy strengthens financial oversight and conflict review—favorable for investor confidence .
• Equity alignment will increase as director ownership guidelines take effect; investors may watch progress toward 10,000-share ownership by 2028 given that options don’t count .
• Continued transparency around transactions with significant shareholders (e.g., EcoR1) remains important; Campoy’s role in overseeing related-party reviews is central to mitigating perceived conflicts .