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 Two Class II Director Nominees
Mr. Boylan has served since November 2022 (within the 3-year TSR window but the TSR underperformance gap of -31.7pp versus XBI does not meet the 65pp threshold required for a strong-positive absolute return company), has relevant biotech finance and investment banking experience, meets attendance requirements, and no overboarding or independence concerns are identified.
Mr. Enright has served since November 2022, brings extensive biotech board and venture capital experience, the TSR underperformance gap of -31.7pp versus XBI does not meet the 65pp threshold required to trigger a negative vote, and no overboarding, independence, or attendance concerns are identified.
Both Class II nominees — James Boylan and Patrick Enright — clear all policy screens. ZBIO's 3-year price return of +26.9% places it in the strong-positive tier, requiring underperformance versus the XBI — SPDR S&P Biotech ETF to exceed 65 percentage points before the TSR trigger fires; the actual gap is only -31.7pp, well inside that threshold. Both directors have relevant biotech industry experience, adequate attendance, and no overboarding or independence issues.
Say on Pay
✓ FORCEO
Leon O. Moulder, Jr.
Total Comp
$4,661,000
Prior Support
N/A
The proxy discloses that ZBIO is an emerging growth company exempt from the mandatory say-on-pay vote requirement; no formal say-on-pay proposal appears on this ballot, so this analysis is provided for informational context only. The CEO's total compensation of $4,661,000 consists of a $520,000 base salary (approximately 11% of total), $3,769,200 in stock option awards, and $371,800 in cash incentive bonus tied to corporate goals achieved at 130% of target, reflecting a heavily variable, equity-weighted pay structure well above the 50-60% variable-pay threshold. The company has adopted a formal clawback policy compliant with Nasdaq/SEC requirements, and the 1-year stock return of +191.5% substantially outperformed the XBI — SPDR S&P Biotech ETF's +41.1% return, supporting alignment between executive pay and shareholder outcomes.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
4 yrs
Audit Fees
$894,278
Non-Audit Fees
$92,268
EY has served since 2021 (approximately 4 years), well below the 25-year tenure threshold. Non-audit fees (tax fees of $88,668 plus other fees of $3,600 = $92,268) represent approximately 10.3% of audit fees of $894,278, comfortably below the 50% independence-concern threshold. EY is a Big 4 firm appropriate for a $1.2B market-cap company, and no material restatements are disclosed.
Overall Assessment
The 2026 Zenas BioPharma annual meeting features two straightforward proposals: election of two experienced biotech-credentialed Class II directors whose tenures do not trigger the TSR underperformance threshold versus the XBI — SPDR S&P Biotech ETF, and ratification of Ernst & Young LLP as auditor with a short tenure and a very low non-audit fee ratio. No say-on-pay vote is included on the ballot as ZBIO qualifies as an emerging growth company exempt from that requirement, and no stockholder proposals were submitted for this meeting.