Kelvin Neu
ZymeworksAbout Kelvin Neu
Dr. Kelvin Neu, age 51, has served as an independent director of Zymeworks since March 2020. He is Founder and Chief of Herringbone (est. February 2022), Co‑Founder and Director of QDX Pte Ltd and QDX Technologies Pte Ltd (computational drug discovery), and Director of XBI Biosciences LLC. Previously, he was a Partner at Baker Bros. Advisors LP (2004–2021). He holds an M.D. from the Harvard-MIT HST program; spent three years in Stanford’s Immunology Ph.D. program as a Howard Hughes Medical Institute Fellow; and earned an A.B. (summa cum laude) in Molecular Biology from Princeton, receiving the Khoury Prize for graduating first in his department .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baker Bros. Advisors LP | Partner | 2004–2021 | Not disclosed in proxy |
| IGM Biosciences | Director | 2019–2021 | Not disclosed in proxy |
| Prelude Therapeutics | Director | 2016–2021 | Not disclosed in proxy |
| Idera Pharmaceuticals | Director | Not disclosed | Not disclosed in proxy |
| Aquinox Pharmaceuticals | Director | Not disclosed | Not disclosed in proxy |
| XOMA Corporation | Director | Not disclosed | Not disclosed in proxy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Herringbone | Founder & Chief | Since Feb 2022 | Life sciences innovation practice |
| QDX Pte Ltd / QDX Technologies Pte Ltd | Co‑Founder & Director | Not disclosed | Computational drug discovery |
| XBI Biosciences LLC | Director | Not disclosed | Therapeutics development |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Dr. Neu is independent under Nasdaq standards .
- Committee assignments (current as of the 2025 proxy): Not a member of Audit, Compensation, or Nominating & Corporate Governance; prior member of the (now dissolved) Research & Development Committee .
- Attendance: Board meetings (2024) 5/5; R&D Committee (2024) 2/2 .
- Executive sessions: Independent directors meet without management at least twice per year .
| Governance Metric | 2024 | Notes |
|---|---|---|
| Board Meeting Attendance | 5/5 | Fully engaged |
| R&D Committee Attendance | 2/2 | Committee dissolved Nov 2025 |
| Committee Memberships (standing) | None | Limits direct influence on Audit/Comp/Nom |
| Independence Status | Independent | Nasdaq standards |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 55,000 | Includes Board retainer and applicable committee fees (no per‑meeting fees) |
- Cash retainer policy (2024/2025): Board member $40,000; Audit member $10,000/chair $20,000; Compensation member $7,500/chair $15,000; Nominating member $5,000/chair $10,000; R&D member $6,000 (raised to $7,500 effective Jan 1, 2025)/chair $15,000 .
Performance Compensation
| Component | Grant details | Vesting | 2024 Value ($) |
|---|---|---|---|
| Stock Options (Annual Director Grant) | Program moved to 31,000 shares per year (from 37,000 in 2023), grant at or near annual meeting | 100% vests at next annual meeting (one‑year cliff) | Included in Option Awards total |
| Stock Options (Initial Director Grant for new directors) | Program moved to 62,000 shares (from 74,000 in 2023) | 1/36 monthly vesting | N/A (Neu joined 2020) |
| Option Awards (Grant‑date fair value) | Director‑level option awards for 2024 | Accounting fair value under ASC 718 | 241,472 |
- No director share‑based awards other than stock options; no non‑equity incentive plan compensation or deferred comp for directors .
- Post‑termination treatment: For departing directors, 2024 annual options vest pro rata; vested option exercise period extended to three years post‑cessation (subject to plan terms) .
Other Directorships & Interlocks
| Company | Type | Relationship |
|---|---|---|
| EcoR1 Capital transactions (major stockholder) | Financing & warrant exercise (2023–2025) | Significant related‑party transactions with EcoR1 (not tied to Neu); Board/committee oversight via policy |
| Baker Bros. Advisors LP | Prior employer | Options granted to Neu in 2020 are, and remain, beneficially owned by Baker Bros. Advisors LP per employment terms (potential alignment/related‑party exposure) |
Expertise & Qualifications
- Extensive investment and leadership experience in biotech; domain knowledge in biology/biotechnology .
- Education: M.D. (Harvard‑MIT HST); Stanford Immunology Ph.D. program (HHMI Fellow); Princeton A.B. summa cum laude, Khoury Prize .
Equity Ownership
- Stock ownership guidelines (adopted Sept 2025): Non‑management directors (other than representatives/affiliates of >10% stockholders) must beneficially own at least 10,000 common shares by Sept 2028; options/RSUs excluded from calculation; shares received should be retained until target achieved .
- Beneficial ownership (as of reporting dates):
| Metric | Oct 15, 2024 | Nov 3, 2025 |
|---|---|---|
| Options exercisable within 60 days (count) | 71,000 | 102,000 |
| Common shares beneficially owned (%) | * (<1%) | * (<1%) |
| Notes | 2020 options beneficially owned by Baker Bros per employment terms | 2020 options beneficially owned by Baker Bros per employment terms |
Governance Assessment
-
Positives:
- Consistent attendance (Board 5/5; R&D Committee 2/2 for 2024), indicating engagement .
- Independent director with strong sector expertise and prior board experience across multiple biopharma companies .
- Director compensation program reviewed with independent consultant (Aon) and aligned to peer practices; clear option vesting and post‑termination provisions .
-
Watch items / potential conflicts:
- 2020 option grants to Neu remain beneficially owned by Baker Bros. Advisors LP per prior employment terms—creates a related‑party linkage that warrants monitoring for conflicts or alignment issues, even though Baker Bros is not disclosed as a current >5% holder .
- Not currently seated on Audit, Compensation, or Nominating committees, which limits direct influence on key governance levers .
- Director stock ownership guidelines require 10,000 share beneficial ownership by Sept 2028 (options excluded); as of Nov 3, 2025, Neu’s beneficial ownership disclosures consist of options exercisable within 60 days, suggesting he may need to acquire common shares to meet the guideline over time if he is a covered director .
-
Related‑party and controls:
- Company maintains a formal related person transaction policy and assigns primary review to the Audit Committee; recent significant transactions involve EcoR1 and a private placement to a director (Ciongoli), all disclosed and approved per policy .
- No indebtedness of directors or officers, and clawback policy implemented per SEC/Nasdaq rules .
-
Overall investor confidence signal: Strong attendance and independent status are positives; the Baker Bros beneficial ownership of earlier Neu option grants is a governance red flag to monitor for potential conflicts. Absence from standing committees reduces direct governance influence but may be appropriate given board composition evolution in 2025 .