Gregory Ciongoli
ZymeworksAbout Gregory A. Ciongoli
Gregory A. Ciongoli (age 50) joined the Zymeworks (ZYME) Board in August 2025 and currently serves as Chair of the Nominating & Corporate Governance Committee and a member of the Audit Committee; the Board has determined he is independent under Nasdaq rules . He is Founder and Managing Partner of Adiumentum Capital Management (since March 2024) and serves on the Board of Atara Biotherapeutics (since September 2024), becoming Atara’s Board Chair in September 2025; he holds an MBA from Harvard Business School (2003) and a BA from Princeton (1997) . He brings two decades of public markets and healthcare investing experience (Baupost Group partner 2007–2024) and prior sell-side/buy-side and PE roles, positioning him as a capital allocation and strategy-focused director in biopharma .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Baupost Group | Public Group Investing Partner | 2007–2024 | Long-tenured healthcare investor; strategic leadership in pharma coverage |
| Sowood Capital Management | Director, Event-Driven Equity Group | 2005–2007 | Event-driven strategy experience |
| Vinik Asset Management | Investment Analyst | 2003–2005 | Equity analysis experience |
| Thomas H. Lee Partners | Investment Analyst | 1999–2001 | Private equity experience |
| Goldman, Sachs & Co. | Financial Analyst, Healthcare Investment Banking | 1997–1999 | Healthcare transaction/coverage experience |
| Viasat, Inc. | Board Observer | Oct 2018 – May 2023 | Board exposure in telecom/satellite |
| Idenix, Intarcia, Keryx, Orexigen, Translate Bio | Board Observer (previously) | N/A | Multiple biotech board-level observer roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Atara Biotherapeutics, Inc. (public) | Director; Chair of the Board | Director since Sep 2024; Chair since Sep 2025 | Only public company directorship disclosed for Mr. Ciongoli |
| Adiumentum Capital Management | Founder & Managing Partner | Since Mar 2024 | Boston-based investment firm |
| Pelotero Corp. | Director | Since Mar 2020 | Private company board |
| 33rd Team | Director | Since Sep 2022 | Private company board |
| Wavebreak Therapeutics | Director | Since Aug 2017 | Private biotech board |
| Princeton University – James Madison Program | Advisory Board Chair | N/A | Academic/Non-profit governance role |
Board Governance
- Committee assignments: Audit Committee member (appointed August 2025); Nominating & Corporate Governance Committee Chair (appointed November 2025) .
- Independence: Board determined he is independent; also independent for Audit and Nominating & Governance committees per SEC/Nasdaq rules .
- Attendance: Board held five meetings in 2024; as he joined in 2025, he recorded 0/0 meetings for 2024; all directors met 75%+ thresholds for periods served .
- Committee activity context (2024): Audit Committee met 4x; Nominating & Corporate Governance met 4x; his 2024 attendance was 0/0 due to later appointment .
- Executive sessions: Independent directors meet in executive session not less than twice per year, per governance guidelines .
Fixed Compensation
Non-employee director cash retainers (policy in effect; amounts applicable in 2024 and as adjusted for 2025):
| Role | Cash Retainer 2024 ($) | Cash Retainer 2025 ($) |
|---|---|---|
| Board Member | 40,000 | 40,000 |
| Lead Independent Director | 65,000 | 65,000 |
| Audit Committee Member | 10,000 | 10,000 |
| Audit Committee Chair | 20,000 | 20,000 |
| Compensation Committee Member | 7,500 | 7,500 |
| Compensation Committee Chair | 15,000 | 15,000 |
| Nominating & Governance Member | 5,000 | 5,000 |
| Nominating & Governance Chair | 10,000 | 10,000 |
| Research & Development Member | 6,000 | 7,500 |
| Research & Development Chair | 15,000 | 15,000 |
Notes:
- Compensation Committee uses Aon plc as independent consultant; independence assessed; Aon also provided limited unrelated services (<$120k in 2024) .
Performance Compensation
Equity awards for non-employee directors (time-based options; no RSUs/PSUs disclosed for directors):
| Grant Type | Size (Shares) | Vesting | Effective Date/Policy Context |
|---|---|---|---|
| Initial option grant (new director) | 62,000 | 1/36 vest monthly | Reduced to 62,000 in Dec 2024 from 74,000 set in Dec 2023 |
| Annual option grant (continuing director) | 31,000 | 100% at next annual meeting | Reduced to 31,000 in Dec 2024 from 37,000 set in Dec 2023 |
Additional terms:
- December 2024 amendments: pro-rata acceleration for 2024 annual grants upon mid-cycle departures; extended post-termination exercise to 3 years for departing directors; November 2025: selected resigning directors received acceleration and extended exercise on initial grants .
- The company does not grant director share-based awards other than options; 2024 Director Compensation Table excludes Mr. Ciongoli (joined 2025) .
Other Directorships & Interlocks
| External Public Board | Role | Interlock/Conflict at ZYME |
|---|---|---|
| Atara Biotherapeutics, Inc. | Director; Chair of the Board | No ZYME-related transaction disclosed with Atara; board independence affirmed . |
- Board-level network: Other ZYME directors hold roles at multiple issuers; Mr. Ciongoli’s only disclosed public directorship is Atara Biotherapeutics .
Expertise & Qualifications
- Core expertise: Long-tenured healthcare and event-driven investing; capital allocation, governance and strategic oversight in pharma/biotech .
- Education: MBA, Harvard Business School (2003); BA, Princeton University, Woodrow Wilson School (1997) .
- Board qualifications: Board cites his “extensive strategic leadership experience in the pharmaceutical sector” as rationale for service .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficially owned shares | 500,388 (includes 488,500 directly, 5,000 via 4 Arrows Holdings, LLC, and 6,888 options exercisable within 60 days) |
| Ownership as % of outstanding | Less than 1% (74,835,565 shares outstanding as of Nov 3, 2025) |
| Notable transactions | Private placement on Aug 12, 2025: purchased 415,000 shares at $12.02/share for $4,988,300 (no commissions); agreement signed Aug 10, 2025; price based on Aug 8, 2025 Nasdaq closing bid |
| Hedging/Pledging | Company policy prohibits hedging and pledging by insiders (directors, officers, employees) |
| Ownership guidelines | Non-management directors must beneficially own at least 10,000 shares by Sep 2028; options/RSUs excluded from measurement; retain net shares until met |
Related Party Transactions and Conflicts
- Related person transaction: The August 2025 private placement with Mr. Ciongoli (415,000 shares; $4,988,300 total) was approved under the company’s related person transaction policy overseen by the Audit Committee .
- Policy framework: Audit Committee reviews, approves or disapproves related person transactions based on fairness, terms, independence implications, and conflicts; certain low-risk categories are pre-approved by policy .
- No indebtedness: Company reports no indebtedness of directors or officers to the company .
Compensation Structure Analysis (Director Program Signals)
- Peer alignment and recalibration: Director pay re-benchmarked in late 2023 with increases, then prudently reduced equity grant sizes in Dec 2024 (initial: 74k → 62k; annual: 37k → 31k), indicating a willingness to right-size awards versus peers and share price context .
- Mix and risk: Director compensation is cash retainers plus time-based options only; no performance-conditioned equity for directors, consistent with common governance practices to avoid incentive misalignment .
- Ownership alignment: New stock ownership guidelines (Sep 2025) require 10,000 shares by 2028 and net-share retention to promote alignment; anti-hedging and anti-pledging policies reinforce long-term orientation .
Governance Assessment
- Strengths:
- Independent director with deep healthcare investing and board experience; appointed Audit member and Governance Chair within months, signaling confidence in oversight capabilities .
- Material personal capital at risk via $4.99M open-market-priced private placement; beneficial ownership of 500,388 shares supports alignment with shareholders .
- Robust guardrails: active related-party approval framework; anti-hedging/pledging policy; adoption of director ownership guidelines in 2025 .
- Watch items / potential red flags:
- Related-person transaction (insider purchase) requires monitoring but was executed at market price and approved under the policy; not inherently adverse, but concentration of investor-affiliated directors elsewhere on the Board suggests continued vigilance on independence optics at the full Board level .
- Director equity compensation remains time-based options; while standard, there are no director-level performance metrics—appropriate for independence but offers no performance conditioning at the board level .
- Engagement/attendance: No 2024 attendance data for Mr. Ciongoli due to 2025 appointment; future disclosures should confirm meeting attendance in 2025+ .
Overall, Mr. Ciongoli enhances board effectiveness through finance and healthcare-investing expertise, chairs the governance function, and demonstrates ownership alignment; the private placement was structured at market and vetted under policy, mitigating conflict risk, while new ownership guidelines and anti-hedging/pledging rules further support investor confidence .