Scott Platshon
ZymeworksAbout Scott Platshon
Scott Platshon, 34, is an independent director of Zymeworks Inc. (ZYME) since February 22, 2024. He is a Partner at EcoR1 Capital (Partner since Dec 2020; with EcoR1 since Oct 2015; previously Principal 2017–2020) and holds a B.S. in Bioengineering from Stanford University. The Board determined all directors except the CEO are independent under Nasdaq rules; Platshon’s current term is part of the class expiring at the 2027 annual meeting. He was appointed under EcoR1’s nomination right agreed in a December 2023 financing (right terminates no later than January 1, 2026).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EcoR1 Capital | Partner (prior Principal); with firm since 2015 | Partner since Dec 2020; Principal Dec 2017–Dec 2020; Analyst at EcoR1 since Oct 2015 | Investment leadership in biotech |
| Aquilo Partners | Analyst (life sciences investment bank) | Sep 2014–Sep 2015 | Healthcare investment banking experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kumquat Biosciences Inc. | Director (prior board observer) | Director since Feb 2021; observer since Aug 2019 | Private biotech; board service |
| Ajax Therapeutics, Inc. | Director | Since May 2021 | Board service |
| Terremoto Biosciences | Director (former) | Oct 2023–Dec 2024 | Former board service |
Board Governance
- Committee assignments: Not currently listed on standing committees; served on the Compensation Committee from February to November 2025. No chair roles disclosed.
- Independence: Board determined all directors other than the CEO are independent under Nasdaq rules.
- Attendance: Board met 5 times in 2024; Platshon attended 5/5 (100%), and each director met the 75% attendance threshold for board/committee meetings served. Compensation Committee held 4 meetings in 2024; Platshon (who joined that committee in 2025) had 0/0 meetings in 2024 by design.
- Executive sessions: Independent directors meet in executive session at least twice per year per guidelines. Lead Independent Director: Dr. Susan Mahony.
- Board structure: Staggered board; Platshon’s class term runs to the 2027 annual meeting.
Fixed Compensation
Director policy and Platshon’s actuals:
| Item | Amount / Outcome | Detail / Vesting | Source |
|---|---|---|---|
| Annual Board retainer (Member) | $40,000 (2024/2025 policy) | Cash; committee fees additional | |
| Committee retainers (selected) | Audit Chair $20,000; Audit Member $10,000; Comp Chair $15,000; Comp Member $7,500; Nominating Chair $10,000; Nominating Member $5,000 | Policy as of Jan 1, 2024; R&D member increased to $7,500 effective Jan 1, 2025 | |
| Equity policy (new director initial grant) | 74,000 options (Dec 2023 policy); reduced to 62,000 options (Dec 2024 update) | 1/36 monthly vest from grant | |
| Equity policy (annual grant) | 37,000 options (Dec 2023 policy); reduced to 31,000 options (Dec 2024 update) | 100% vests at next annual meeting | |
| Post-termination exercise | Extended to 3 years for departing directors (certain cases) | Adopted with 2024 program updates | |
| Platshon—2024 Fees Earned (Cash) | — | Waived all cash compensation | |
| Platshon—2024 Option Awards | — | Waived all equity compensation | |
| Platshon—2024 Total | — | Waived under non-employee director policy |
Platshon waived both cash and equity compensation otherwise payable under the non-employee director compensation policy for 2024.
Performance Compensation
Director equity is time-based (no explicit performance metrics). Structure for context:
| Grant Type | Grant Size (policy) | Vesting | Timing |
|---|---|---|---|
| Initial option grant (new director) | 62,000 options (reduced from 74,000 in Dec 2024) | 1/36 per month | Upon joining board |
| Annual option grant (continuing director) | 31,000 options (reduced from 37,000 in Dec 2024) | 100% at next annual meeting | At/around annual meeting |
| Other terms | Post-termination exercise window | Up to 3 years for certain director departures | Board-approved program updates |
Platshon received no equity awards in 2024 due to his waiver.
Other Directorships & Interlocks
- Public company directorships: None disclosed for Platshon; the proxy lists other directors with outside “reporting issuer” boards and does not include Platshon.
- Compensation Committee interlocks: Disclosure notes which members served in 2024–2025; states none of the committee members (including Platshon during his 2025 service) were officers/employees or had relationships requiring Item 404 disclosure in the last completed fiscal year.
- Investor interlock: EcoR1 is a significant shareholder; both Oleg Nodelman (EcoR1 manager) and Platshon (EcoR1 Partner) serve on ZYME’s board.
Expertise & Qualifications
- Education: B.S. in Bioengineering, Stanford University.
- Technical/industry: Biotech investing and capital markets; prior investment banking analyst (life sciences).
- Board qualifications cited: Investment and leadership experience; industry knowledge.
Equity Ownership
- Individual beneficial ownership: No shares or options reported for Platshon as of the record date; director compensation table also shows “nil” options held at Dec 31, 2024.
- Large holder affiliation: EcoR1 Capital, LLC beneficially owned 22,970,388 shares (30.69% of common stock) as of Nov 3, 2025; footnote notes both Nodelman and Platshon are ZYME directors.
- Ownership guidelines: Adopted Sept 2025 requiring non-management directors (other than those representing or affiliated with >10% stockholders) to own 10,000 shares by Sept 2028; options/RSUs don’t count. Directors representing/affiliated with >10% holders are excluded from the guideline.
- Hedging/pledging: Insider Trading Policy prohibits hedging and pledging of Zymeworks securities by directors and other insiders.
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Scott Platshon | — | — |
| EcoR1 Capital, LLC (affiliated) | 22,970,388 | 30.69% |
Governance Assessment
Key findings
- Independence and engagement: Classified independent; strong attendance (5/5 board meetings in 2024). No current committee seat; served on Compensation Committee Feb–Nov 2025.
- Alignment signals: Waived all director cash and equity compensation for 2024—reduces potential conflicts over director pay and signals investor-aligned posture. Anti-hedging/pledging policy applies.
- Ownership alignment: No personal holdings disclosed; excluded from new director ownership guideline due to affiliation with >10% holder. However, EcoR1’s 30.69% stake creates significant indirect alignment but also concentrated influence.
Potential conflicts and risk indicators
- Related-party exposure (monitor): EcoR1 had significant transactions with ZYME, including a Dec 2023 private placement with a nomination right (under which Platshon was appointed) and a June 26, 2025 amendment removing the 19.99% exercise cap on EcoR1’s pre-funded warrants, followed by net exercise to acquire 5,086,521 shares at $0.0001; both Nodelman and Platshon were on the board at the time. Audit Committee oversees related-party transactions per policy; transactions were approved under the formal policy. Nonetheless, ongoing monitoring is warranted due to perceived conflicts.
- Committee composition optics: Platshon (investor-affiliated) served on the Compensation Committee part of 2025; while independent under Nasdaq rules, investors may scrutinize investor-affiliated directors on comp-setting bodies. Current Compensation Committee members are independent and do not include Platshon.
- Concentrated shareholder influence: EcoR1’s large position and nomination right (terminating no later than Jan 1, 2026) can raise concerns around board independence over time; explicit independence determinations and related-party review processes mitigate but do not eliminate perception risk.
Shareholder feedback context
- Say-on-pay: 2024 advisory vote received approximately 93% support, indicating favorable investor sentiment toward executive compensation practices; not directly about director pay but relevant to governance posture.
Fixed Compensation (Detail)
| Year | Cash Retainer ($) | Committee Fees ($) | Equity ($) | Total ($) |
|---|---|---|---|---|
| 2024 (actual) | — | — | — | — |
Note: Platshon waived his entitlement to cash and equity compensation under the non-employee director compensation policy.
Performance Compensation (Detail)
| Component | Metric/Term | Vesting | Notes |
|---|---|---|---|
| Initial director option (policy) | 74,000 options (Dec 2023); 62,000 options (Dec 2024 update) | 1/36 monthly | Granted at appointment; time-based only |
| Annual director option (policy) | 37,000 options (Dec 2023); 31,000 options (Dec 2024 update) | 100% at next annual meeting | Granted around annual meeting; time-based |
| Post-termination exercise | Up to 3 years (certain cases) | N/A | Board-approved enhancement for departing directors |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Platshon; other directors with reporting issuer boards listed, but not Platshon |
| Private/other boards | Kumquat Biosciences Inc. (Director); Ajax Therapeutics, Inc. (Director); Terremoto Biosciences (former Director) |
| Compensation Committee interlocks | Committee members (including Platshon during his 2025 service) were not officers/employees and had no Item 404 relationships in the last fiscal year |
Equity Ownership
| Item | Status |
|---|---|
| Personal holdings | No shares or options disclosed for Platshon as of Nov 3, 2025; “nil” options at Dec 31, 2024 |
| Large holder affiliation | EcoR1 Capital, LLC held 22,970,388 shares (30.69%); both Nodelman and Platshon serve on the Board |
| Ownership guidelines | 10,000-share guideline for non-management directors by Sept 2028; excludes those representing/affiliated with >10% holders |
| Hedging/pledging | Prohibited by Insider Trading Policy |
Governance Assessment
-
Strengths
- Independent status and full board attendance in 2024 support board effectiveness.
- Waiver of director compensation reduces potential pay-related conflicts and aligns with stewardship framing.
- Formal anti-hedging/anti-pledging and clawback policies strengthen governance.
-
Watch items / RED FLAGS
- Related-party transactions with EcoR1 (nomination right; warrant cap removal and exercise while EcoR1-affiliated directors were seated). Processes are disclosed and governed by policy, but perceptions of influence and conflicts merit ongoing scrutiny.
- Investor-affiliated director service on Compensation Committee (part of 2025) can raise optics concerns; current committee composition is independent.
Overall, Platshon brings buy-side expertise and sector knowledge, coupled with strong meeting attendance and a conservative personal pay posture (waiver). The principal governance risk centers on EcoR1’s significant ownership and related transactions (appropriately disclosed and reviewed), requiring continued monitoring by investors for independence in compensation and capital decisions.