Oleg Nodelman
ZymeworksAbout Oleg Nodelman
Oleg Nodelman (age 48) is an independent director of Zymeworks Inc., serving since February 2025. He is the Founder and Portfolio Manager of EcoR1 Capital LLC (since October 2013) and previously was a Portfolio Manager at BVF Partners (2001–2012). He holds a B.S.F.S. in Science and Technology from Georgetown University’s School of Foreign Service (1999) .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| EcoR1 Capital LLC | Founder & Portfolio Manager | Oct 2013–present | Biotech-focused investment firm; one of ZYME’s principal stockholders |
| BVF Partners | Portfolio Manager | 2001–2012 | Biotech investing; prior buy-side experience |
| Prothena Corporation plc | Director | Dec 2019–Dec 2024 | Not disclosed |
| Nuvation Bio Inc. | Director | Feb 2021–Dec 2023 | Not disclosed |
| Panacea Acquisition Corp. II | Director | Apr 2020–Feb 2021 | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Galapagos NV | Director | Oct 2024–present | Not disclosed |
| AnaptysBio, Inc. | Director | Apr 2021–present | Not disclosed |
Board Governance
- Independence: The Board determined Mr. Nodelman is independent under Nasdaq rules; he serves on independent Board committees .
- Committee assignments:
- Compensation Committee member (appointed Nov 2025; chair is Dr. Susan Mahony) .
- Nominating & Corporate Governance Committee member (appointed Feb 2025; chair is Gregory A. Ciongoli as of Nov 2025) .
- Attendance: For FY2024 (prior to his appointment), Board attendance shows “0/0” for Mr. Nodelman; he joined in Feb 2025 (attendance for 2025 not disclosed) .
- Lead Independent Director: Dr. Susan Mahony; independent director executive sessions occur periodically but not less than twice per year .
Fixed Compensation
Director compensation program (policy-level amounts):
| Component | Amount | Effective Date | Notes |
|---|---|---|---|
| Board annual cash retainer (member) | $40,000 | Jan 1, 2024–present | Standard non-employee director retainer |
| Lead Independent Director cash retainer | $65,000 | Jan 1, 2024–present | Additional to member retainer |
| Audit Committee chair/member | $20,000 / $10,000 | Jan 1, 2024–present | Cash retainers |
| Compensation Committee chair/member | $15,000 / $7,500 | Jan 1, 2024–present | Cash retainers |
| Nominating & Corporate Gov. chair/member | $10,000 / $5,000 | Jan 1, 2024–present | Cash retainers |
| Initial option grant for new directors | 62,000 options | Dec 2024 change | Vests monthly over 36 months |
| Annual option grant for continuing directors | 31,000 options | Dec 2024 change | Vests 100% at next annual meeting |
| Stock ownership guidelines (covered directors) | 10,000 shares by Sep 2028 | Adopted Sep 2025 | Excludes directors representing/affiliated with >10% stockholders |
Note: The proxy discloses policy-level grant sizes; specific grants to Mr. Nodelman in 2025 are not itemized in the filing .
Performance Compensation
| Element | Metrics | Structure |
|---|---|---|
| Director equity awards | None disclosed | Non-employee director equity is option-based with service-based vesting; no performance metrics are specified |
Other Directorships & Interlocks
- Current boards: Galapagos NV (since Oct 2024), AnaptysBio (since Apr 2021) .
- Zymeworks interlock: EcoR1 Capital beneficially owns 22,970,388 ZYME shares (30.69% of outstanding; 30.47% of total voting power). Mr. Nodelman is EcoR1’s manager and “may be deemed” to have beneficial ownership; another EcoR1 partner (Scott Platshon) is also a ZYME director .
- Related-party transactions:
- EcoR1 purchased 3,350,000 shares at $8.12 (ATM) on June 16, 2023 ($27.2M gross proceeds) .
- EcoR1 purchased 5,086,521 pre-funded warrants (Dec 28, 2023) for ~$50M and received registration rights; EcoR1’s right to nominate a partner led to Scott Platshon’s board appointment (Feb 22, 2024) .
- On June 26, 2025, ZYME amended EcoR1 pre-funded warrants to remove a 19.99% beneficial ownership cap, and EcoR1 net exercised all 5,086,521 warrants at $0.0001 (shares issued June 27, 2025). At the time, Mr. Nodelman and Mr. Platshon were ZYME directors; the transaction was approved under ZYME’s related party policy .
Expertise & Qualifications
- Investment leadership: Founder/PM at EcoR1; extensive biotech investment experience; prior PM at BVF Partners .
- Board experience: Current director at Galapagos NV and AnaptysBio; prior directorships at Prothena, Nuvation Bio, and Panacea Acquisition Corp II .
- Education: B.S.F.S. in Science and Technology (Georgetown University) .
- ZYME Board’s independence designation and committee service signal governance expertise and engagement .
Equity Ownership
| Holder/Attribution | Shares Beneficially Owned | % of Shares Outstanding | Total Voting % | Notes |
|---|---|---|---|---|
| EcoR1 Capital, LLC (Qualified Fund, Capital Fund, others) | 22,970,388 | 30.69% | 30.47% | Managed by EcoR1; Mr. Nodelman has shared voting/investment control and may be deemed a beneficial owner. Mr. Nodelman disclaims beneficial ownership except to the extent of his pecuniary interest . |
Stock Ownership Guidelines: Adopted Sep 2025 for non-management directors, requiring ownership of at least 10,000 shares by Sep 2028; directors representing/affiliated with >10% stockholders are excluded—Mr. Nodelman’s affiliation with EcoR1 (>10%) implies exclusion from coverage .
Anti-Hedging/Pledging: ZYME’s Insider Trading Policy prohibits hedging and pledging of company securities by covered persons, including directors .
Governance Assessment
- Independence and committee service: Formally independent and appointed to Compensation (Nov 2025) and Nominating & Governance (Feb 2025) committees, aligning with Nasdaq and SEC independence standards .
- Ownership alignment: Significant beneficial ownership via EcoR1 (≈31% of outstanding) aligns economic interests but concentrates influence; stock ownership guidelines exempt affiliates of >10% holders, reducing formal alignment requirements for this director .
- Potential conflicts and RED FLAGS:
- Related-party exposure: EcoR1 financing transactions (ATM, pre-funded warrants, amendment removing 19.99% limit) while Mr. Nodelman and another EcoR1 partner served on ZYME’s Board—transactions disclosed and approved under ZYME’s related party policy, with Audit Committee oversight, but remain a governance sensitivity due to control and information flow risks .
- Regulatory action: AMF fines (€3.0M personal; €7.0M for EcoR1) for market abuse/reporting obligations (Dec 13, 2024); Mr. Nodelman and EcoR1 disagree and appealed (Feb 2025). This is a material reputational/oversight risk indicator for investors until resolved .
- Board structure and oversight mitigants: Majority independent board, lead independent director, formal related-party review in Audit Committee charter, and anti-hedging/anti-pledging policy provide governance safeguards .
Overall, Mr. Nodelman brings deep biotech capital markets expertise and significant ownership alignment. The EcoR1 control position and related transactions, plus the AMF enforcement matter, warrant ongoing monitoring for conflicts, board process rigor, and transparency; ZYME’s independent committee structures and related-party policies are key mitigants investors should track .