Susan Mahony

About Susan Mahony

Dr. Susan Mahony, 61, has served on Zymeworks’ Board since June 2019 and as Lead Independent Director since December 2023. She is a former Senior Vice President at Eli Lilly and Company and President of Lilly Oncology (2011–2018), with over 30 years in pharma across product development, marketing, HR, and general management. She holds a B.Sc. and Ph.D. from Aston University and an MBA from London Business School, and is NACD Directorship Certified.

Past Roles

External Roles

Board Governance

• Lead Independent Director: Presides over independent director executive sessions, liaises between Chair/CEO and independent directors, ensures timely information for board, and supports committee resources.
• Independence: The Board determined all directors except the CEO/Chair are independent under Nasdaq rules; Mahony is independent.
• Committee assignments: Chair, Compensation Committee (appointed Dec 2024); not a member of Audit or Nominating & Corporate Governance.
• Executive sessions: Independent directors meet in executive session without management at least twice per year.

Fixed Compensation

• Cash Retainers (Program levels): Board member $40,000; Lead Independent Director $65,000; Compensation Committee Chair $15,000; Compensation Committee Member $7,500; Audit Chair $20,000; Audit Member $10,000; Nominating Chair $10,000; Nominating Member $5,000; R&D Chair $15,000; R&D Member $6,000 (raised to $7,500 effective Jan 1, 2025).

Performance Compensation

• Option Awards: 2024 grant date fair value $241,472.
• Program Design:
  • Initial grant to new non-employee directors: 62,000 options, vest 1/36 monthly. (Reduced from 74,000 effective Dec 2024).
  • Annual grant to continuing directors: 31,000 options, 100% vest at next annual meeting. (Reduced from 37,000 effective Dec 2024).
  • Departing directors: Pro rata acceleration for 2024 annual grants if departing before 2025 annual meeting; extended post-termination exercise window of 3 years for vested options.

Performance metrics: No performance-based metrics disclosed for director equity grants; vesting is time-based (monthly or annual cliff).

Other Directorships & Interlocks

• Current other reporting issuers: Assembly Biosciences, Axsome Therapeutics (as of Nov 3, 2025).
• Compensation Committee Interlocks: Zymeworks discloses no Item 404 related-party relationships among compensation committee members in the last fiscal year.

Expertise & Qualifications

• Deep pharma leadership: 30+ years; former President of Lilly Oncology.
• Education: B.Sc. and Ph.D. (Aston University); MBA (London Business School).
• Governance credential: NACD Directorship Certified.

Equity Ownership

• Beneficial Ownership (as of Nov 3, 2025): 141,000; less than 1% of shares outstanding.
• Options Held (as of Dec 31, 2024): 141,000 options.
• Stock Ownership Guidelines: Adopted Sept 2025 for non-management directors (excluding those affiliated with >10% holders); require beneficial ownership of at least 10,000 common shares by Sept 2028; un/vested options and unvested RSUs excluded; directors expected to retain shares until target achieved; compensation committee oversees compliance.
• Hedging/Pledging: Company prohibits hedging transactions and pledging of Zymeworks securities for all insiders, including directors.

Compensation Structure Analysis

• Program recalibration: Director option grant sizes increased in Dec 2023 (initial 50k→74k; annual 25k→37k) then reduced in Dec 2024 (initial 74k→62k; annual 37k→31k) to better align with peer practices, indicating attention to market benchmarking and equity risk moderation.
• Cash retainers adjusted for committee workload (2024), with further minor change to R&D member fee in 2025.
• Independent consultant (Aon) engaged to assess director compensation competitiveness.

Governance Assessment

• Strengths:

  • Independence and leadership: Lead Independent Director role with clear responsibilities; independent Compensation Committee chaired by Mahony.
  • Strong engagement: 100% attendance at Board and Compensation Committee meetings in 2024.
  • Alignment policies: Adoption of stock ownership guidelines for non-management directors; anti-hedging/pledging policy; clawback policy for executives.
  • No related-party conflicts: No Item 404 transactions involving compensation committee members in last fiscal year.

• Watch items:

  • Share ownership composition: Beneficial ownership disclosure for Mahony shows 141,000 (less than 1%), but guidelines exclude options; disclosure does not specify common shares vs options, so progress toward the 10,000-share target by 2028 should be monitored.
  • Board leadership structure: Combined Chair/CEO structure persists; mitigated by Lead Independent Director role and independent committee system.

• RED FLAGS:

  • None specific to Mahony disclosed (no attendance issues, no related-party transactions, no hedging/pledging). Minor clerical errors in director pay for other directors were corrected, indicating remediation rather than persistent control weakness.

• Shareholder sentiment:

  • Say-on-pay support of ~93% at 2024 annual meeting suggests broad investor alignment with compensation practices; directors are regularly made available for shareholder engagement.