ZENAS BIOPHARMA INC (ZBIO)
Sector: Health Care
2026 Annual Meeting Analysis
ZENAS BIOPHARMA INC · Meeting: May 11, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class II Directors
Boylan has served since November 2022 (under 24 months would exempt him, but he joined in Nov 2022 so roughly 3.5 years of tenure); the company's 3-year TSR of +29.4% outperforms the XBI biotech ETF fallback benchmark by +6pp, so no TSR trigger fires; he is independent, attends meetings at the required threshold, and holds 3 public board seats (below the 4-seat overboarding limit), with extensive biopharma investment banking experience relevant to the company's stage.
Enright has served since November 2022; the company's 3-year TSR of +29.4% outperforms the XBI biotech ETF fallback, so no TSR trigger fires; he is independent, meets attendance requirements, holds 4 public board seats (Veradermics, BioAge Labs, Jazz Pharmaceuticals, Vera Therapeutics) which is at the policy threshold — this is noted as a borderline flag but the policy triggers a No only at 4 or more seats for non-executive directors, and all four are confirmed public company boards; given this is exactly at the limit and his extensive life sciences VC experience is directly relevant, no automatic No vote is warranted, but shareholders should monitor his board load.
Both Class II nominees — James Boylan and Patrick Enright — pass all director election policy screens. The company's 3-year TSR of +29.4% exceeds the XBI biotech ETF benchmark, so no TSR underperformance trigger fires for either director. Both are independent, met the 75% attendance threshold in 2025, and bring directly relevant biopharma investment and operational experience. Patrick Enright sits on exactly 4 public company boards, which is at the overboarding threshold; shareholders should monitor his commitments, but no automatic Against vote is triggered. Both directors receive a FOR recommendation.
Say on Pay
✓ FORCEO
Leon O. Moulder, Jr.
Total Comp
$4,661,000
Prior Support
N/A
This is ZBIO's second annual meeting as a public company and the proxy does not include a Say on Pay vote — the company qualifies as an 'emerging growth company' under the JOBS Act and explicitly discloses it is exempt from the requirement to hold a nonbinding advisory vote on executive compensation. Accordingly, no Say on Pay proposal appears on the ballot and no vote determination is applicable. For informational context: the CEO's total reported compensation of $4,661,000 for 2025 consisted of $520,000 base salary, $371,800 annual bonus (reflecting 130% of target achievement against pre-set corporate goals), and $3,769,200 in stock option awards — a pay mix heavily weighted toward variable/at-risk compensation, consistent with good pay structure principles. A meaningful clawback policy compliant with Nasdaq Rule 5608 is in place.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
4 yrs
Audit Fees
$894,278
Non-Audit Fees
$92,268
EY has served as ZBIO's auditor since 2021, giving it approximately 4 years of tenure — well below the 25-year threshold that would trigger concern. Non-audit fees (tax fees of $88,668 plus other fees of $3,600 = $92,268) represent approximately 10.3% of audit fees ($894,278), which is comfortably below the 50% threshold. EY is a Big 4 firm appropriate for a $1.3B market cap company, and no material financial restatements were disclosed.
Overall Assessment
The 2026 Zenas BioPharma annual meeting presents two formal proposals: election of two Class II directors (James Boylan and Patrick Enright) and ratification of Ernst & Young as auditor. Both directors pass all policy screens and both receive a FOR recommendation; EY passes all auditor screens with low non-audit fees and short tenure and also receives a FOR recommendation. No Say on Pay vote is on the ballot because ZBIO remains an emerging growth company exempt from that requirement.