Kenneth Galbraith
ZymeworksAbout Kenneth Galbraith
Kenneth Galbraith, 63, is Chair of the Board, Chief Executive Officer, and President of Zymeworks Inc. (since January 2022; President since June 2023), with over 35 years of executive, director, investor, and advisory experience across biotech, pharma, medtech, and healthcare; he holds a B.Comm. from the University of British Columbia . Under his tenure, Zymeworks reported 2024 revenue of $76.3 million and net loss of $122.7 million, and disclosed cumulative TSR of $89.32 for a $100 investment since December 31, 2021; prior periods: TSR $63.39 (2023), $47.96 (2022) and net income of $124.3 million (2022) . He concurrently serves as Chair/Director of Syncona Investment Management Limited (SIML) and has held multiple public company directorships .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Five Corners Capital, Inc. | Managing Director (founded Five Corners Capital) | 2013–present (MD Feb 2021–Jan 2022) | Investment leadership focused on life sciences; continuation of Ventures West operations |
| Syncona Investment Management Limited | Executive in Residence; Advisor; Director; Chair | Apr 2021–Jan 2022; Advisor since May 2023; Director since Nov 2024; Chair since Feb 2025 | Governance and portfolio company building in life sciences |
| Liminal BioSciences Inc. (Prometic) | Chief Executive Officer | Apr 2019–Nov 2020; Advisor Nov 2020–Feb 2021 | Corporate turnaround and strategic refocusing |
| Fairhaven Pharmaceuticals Inc. | Chief Executive Officer | Jun 2017–Apr 2019 | Early-stage therapeutics leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Syncona Investment Management Limited | Director; Chair | Director since Nov 2024; Chair since Feb 2025 | Board leadership for life science investments |
| MacroGenics, Inc. | Director | Jul 2008–Jan 2022 | Oversight during development/approvals of oncology biologics |
| Profound Medical Corp. | Director | Jan 2017–May 2023 | Strategic guidance in medical device therapeutics |
| Celator Pharmaceuticals, Inc. | Director | Jul 2008–Oct 2013 | Board governance through development cycle |
Fixed Compensation
Multi-year summary compensation (Amounts per SEC Summary Compensation Table; paid FX translated as stated):
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $625,452 | $654,833 |
| Stock Awards ($) | $1,144,000 | $2,112,000 |
| Option Awards ($) | $1,194,627 | $1,985,672 |
| Non-Equity Incentive Plan Compensation ($) | $321,651 | $361,652 |
| All Other Compensation ($) | $89,146 | $139,459 |
| Total ($) | $3,374,876 | $5,253,616 |
Target bonus and base salary policy:
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary (policy) | $625,000 current at 2023 reporting | $655,000 current; eligible bonus up to 60% of base |
| Target Bonus % | 60% of base | 60% of base |
Perquisites detail (2024): housing ($53,969), UK pension contributions ($6,390), private health insurance ($14,516), life insurance ($701), family airfare ($30,853), tax equalization and gross-up ($30,000; includes $16,000 gross-up), tax prep ($3,030) .
Performance Compensation
Annual incentive framework and outcomes (Corporate goals; 100% corporate weighting for NEOs; bonuses capped at 150% of target):
| Metric/Category | Target Weight | Assessed Achievement | Notes |
|---|---|---|---|
| Zanidatamab via Jazz Partnership | 20% base; +7% stretch | 23% | FDA accelerated approval for second-line BTC; milestone revenue |
| Zanidatamab via BeiGene Partnership | 5% base; +3% stretch | 5% | Supply continuity; GMP readiness; OUS approvals |
| Early R&D (clinical) | 35% base; +19% stretch | 36% | First-in-human studies, INDs (ZW171/ZW191) |
| Early R&D (preclinical) | 10% base; +2% stretch | 12% | Tox studies, fifth IND candidate (ZW209) |
| ADVANCE (preclinical platform) | 5% base; +5.5% stretch | 5.5% | Platform advancement |
| Financing & Partnerships | 25% base; +13.5% stretch | 0% | Not achieved given market backdrop |
| People/Culture | Stretch up to 10% | 10.0% | Culture standards achieved |
| Corporate Goal Achievement | 100% base (cap 150%) | 91.5% | Applied to NEO bonuses |
Payout linkage: CEO non-equity incentive plan compensation for 2024 was $361,652; corporate weighting 100%; achievement 91.5% . Anti-hedging/pledging policy prohibits hedging instruments and pledging company stock; clawback policy compliant with SEC/Nasdaq for restatements .
Equity Awards (structure and vesting)
2024 grants:
| Grant Date | RSUs (#) | Options (#) | Exercise Price ($/Sh) | Vesting Terms | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| Jan 5, 2024 | 200,000 | — | — | RSUs vest 1/3 annually over 3 years | $2,112,000 |
| Jan 5, 2024 | — | 300,000 | $10.56 | Options: 25% at 1-year; then monthly 1/36 thereafter | $1,985,672 |
Prior awards outstanding at 12/31/2024:
| Grant Date | Options Exercisable | Options Unexercisable | Exercise Price ($) | RSUs Unvested (#) | RSU Market Value ($) |
|---|---|---|---|---|---|
| Jan 15, 2022 | 375,000 | 125,000 | 14.97 | — | — |
| Dec 22, 2022 | — | — | — | 100,000 | $1,464,000 |
| Jan 5, 2023 | 107,500 | 107,500 | 8.00 | 95,334 | $1,395,690 |
| Jan 5, 2024 | — | 300,000 | 10.56 | 200,000 | $2,928,000 |
Notes: RSU market values use $14.64 closing price on 12/31/2024 . The 12/22/2022 RSUs vest in full on third anniversary and include acceleration upon termination without cause or good reason resignation in change-of-control window (subject to settlement agreement) . CEO grants made four business days before Form 10-K filing; stock price change around disclosure was immaterial (-1.03%) .
Equity Ownership & Alignment
Beneficial ownership (as of Nov 3, 2025):
| Holder | Common Stock Owned | Options Exercisable ≤60 Days | RSUs Vesting ≤60 Days | % Beneficial Ownership |
|---|---|---|---|---|
| Kenneth Galbraith | 80,803 | 811,250 | 100,000 | 1.31% |
Shares outstanding: 74,835,565 (common) as of 11/3/2025 . No pledging permitted by policy; hedging prohibited . Director stock ownership guidelines apply to non-management directors (Target Ownership: 10,000 shares by Sept 2028); executives are not covered by these director guidelines .
Potential selling pressure indicators:
- RSUs vest annually (200,000 from 2024 grant schedule; 100,000 from 2022 cliff in Dec 2025), creating periodic taxable events .
- Options vest monthly after 1-year cliff; significant tranches at $8.00 and $10.56 are in-the-money relative to $14.64 price at 12/31/2024, while the $14.97 tranche was slightly out-of-the-money at year-end .
Employment Terms
Key provisions (Galbraith Employment Agreement, as amended Jan 3, 2024):
| Term | Provision |
|---|---|
| Base/Bonus | Base $655,000 current; target annual discretionary bonus 60% of base |
| Inducement Options | 500,000 options granted in 2022; 25% vest at 1-year; monthly thereafter |
| Benefits | UK pension enrollment; professional association reimbursements; employee plan participation |
| Relocation/Housing/Travel | Vancouver temporary housing grossed-up; annual family travel; relocation obligation removed in 2024 amendment |
| Tax | Tax equalization with gross-ups and tax prep services |
| Severance (no CoC) | 12 months’ notice/salary in first 3 years; then +1 month per completed year up to 18 months; benefits continuation during notice period |
| Death/Disability | Lump sum equal to 18 months base + target bonus less insurance payouts; benefits continuation 18 months; full equity acceleration |
| Change-of-Control | Double-trigger: if terminated without cause on/within 12 months post-CoC or within 3 months pre-CoC → lump sum 18 months base + 100% target bonus; 18 months benefits; full equity acceleration; subject to settlement agreement |
| Restrictive Covenants | Non-compete up to 6 months post-employment; non-solicit employees up to 1 year |
Company-level clawback policy per SEC/Nasdaq; anti-hedging/anti-pledging enforced across insiders .
Board Governance
- Roles: Combined Chair and CEO; Board appointed Lead Independent Director (Susan Mahony) to balance governance and ensure independent executive sessions .
- Independence: Board majority independent; Galbraith is non-independent by virtue of management role .
- Committees: Audit (Campoy chair), Compensation (Mahony chair; members Landry, Nodelman), Nominating & Corporate Governance (Ciongoli chair; members Cesano, Nodelman); CEO not a committee member .
- Attendance: Board met five times in 2024; Galbraith attended 5/5; independent directors meet in executive session not less than two times per year .
- Board changes: November 2025 resignations (Davidson, Gallagher, Miller) not due to disagreements .
Director Compensation and Ownership Guidelines (for context)
- Non-employee director cash retainers and equity option grants revised in Dec 2024; stock ownership guidelines adopted Sept 2025 for non-management directors (10,000 shares by Sept 2028) . Galbraith as CEO-Chair does not receive non-employee director fees .
Compensation Peer Group and Say-on-Pay
- Peer group methodology: pre-commercial oncology-biotech peers with market caps ~$200mm–$1.5bn; updated Sept 2023; used for benchmarking without strict percentile targeting .
- Say-on-Pay: 2024 advisory approval ~93% of votes cast; ongoing shareholder engagement and feedback addressed by Compensation Committee .
Investment Implications
- Alignment vs guarantees: Cash pay is moderate; equity-heavy mix (options + RSUs) provides leverage to TSR and milestones, but presence of tax equalization, housing, and travel benefits (with gross-ups) are shareholder-unfriendly optics; nonetheless, strong say-on-pay support (93%) suggests investor acceptance .
- Vesting supply overhang: Annual RSU vesting and monthly option vesting can create intermittent selling pressure, especially for in-the-money tranches ($8.00 and $10.56 strikes vs $14.64 YE price) .
- Retention and CoC economics: Double-trigger CoC with full equity acceleration and 18-month salary + 100% target bonus indicates material defensive payout; non-compete (6 months) and non-solicit (1 year) manage transition risk .
- Governance balance: Dual Chair/CEO elevates concentration risk; mitigated by lead independent director and independent committee chairs, but independence concerns remain; Board asserts combined role benefits strategy execution .
- Performance linkage: 2024 bonuses tied to pipeline and regulatory milestones (91.5% achievement), emphasizing R&D execution; financing/partnership targets missed (0%), signaling disciplined payout adherence to goals .
- Ownership: CEO’s direct equity exposure (options + RSUs + shares; 1.31% beneficial) creates alignment; anti-hedging/pledging policy reinforces long-term orientation .