Robert E. Landry

About Robert E. Landry

Robert E. Landry, 61, is an independent director of Zymeworks Inc., appointed in August 2025. He is a former Executive Vice President and Chief Financial Officer of Regeneron Pharmaceuticals (2013–January 2024) and previously held senior finance and treasury roles at Pfizer/Wyeth (1988–2013). Landry is a New York Certified Public Accountant (inactive) and holds a B.B.A. in accounting from the University of Notre Dame (1986). He serves on the board of Cytokinetics, Incorporated. The Board has determined he is independent and an “audit committee financial expert.”

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member (appointed August 2025); Compensation Committee member (appointed November 2025).
• Independence: Board determined Landry is independent under Nasdaq/SEC rules; Board majority independent.
• Financial expertise: Board designated Landry as an “audit committee financial expert” and financially sophisticated under Nasdaq rules.
• Attendance: Landry joined in 2025; Board meeting attendance table for 2024 shows “0/0” (not applicable); Audit Committee attendance 2024 shows “0/0” (appointed in 2025). Executive sessions of independent directors occur at least twice per year.
• Lead Independent Director: Susan Mahony serves as Lead Independent Director.

Fixed Compensation

Meeting fees: None disclosed; directors also receive reasonable expense reimbursement.

Performance Compensation

• Post-termination option exercise window extended to three years; pro rata acceleration applies to certain annual awards depending on departure timing.

Other Directorships & Interlocks

Expertise & Qualifications

• CPA (NY, inactive) with deep public-company finance experience (CFO Regeneron; senior roles at Pfizer/Wyeth).
• Board-designated audit committee financial expert; strong capital markets and accounting oversight credentials.
• Biopharma industry familiarity and leadership experience.

Equity Ownership

• Anti-hedging/pledging: Directors are prohibited from hedging or pledging Zymeworks securities.
• Stock ownership guidelines (adopted Sep 2025): Non-management directors must beneficially own at least 10,000 common shares by Sep 2028; options and unvested RSUs do not count. Directors must retain shares received from service until the target is met; Compensation Committee oversees compliance.
• Alignment status: The 6,888 figure reflects options exercisable within 60 days and would not count toward the 10,000-share guideline; unless Landry holds additional common shares not shown, this implies a current shortfall versus the guideline with a compliance horizon through Sep 2028.

Governance Assessment

• Strengths

  • Independence and financial expertise support robust audit oversight; designated “audit committee financial expert.”
  • Clear committee roles on Audit and Compensation; governance policies (insider trading, clawback, related-party) are established.
  • No related-party transactions disclosed involving Landry.

• Watch items

  • Ownership alignment: New stock ownership guidelines require 10,000 common shares by Sep 2028; current disclosure shows only options exercisable within 60 days, which do not count toward guidelines—monitor accumulation toward target.
  • External board at Cytokinetics: no conflicts disclosed, but continued monitoring for interlocks or transactions is prudent.

• Contextual shareholder signal

  • 2024 say-on-pay support ~93% indicates broad investor approval of executive pay practices; while not director-specific, it reflects governance climate.

Appendix: Board & Committee Details Relevant to Landry

Related Filings Since Latest Proxy

• 8-K (Nov 18, 2025): announced strategic initiative, $125M share repurchase authorization; also disclosed resignation of Director Scott Platshon and his appointment as Acting Chief Investment Officer (part-time). No committee changes affecting Landry disclosed.