Zentalis Pharmaceuticals (ZNTL) Proxy filing summary

Board of directors and corporate governance

• Board size increased from six to seven directors as of May 22, 2026, with the appointment of Shannon Campbell as a Class I director whose term expires at the 2027 Annual Meeting.

• Shannon Campbell was also appointed to the Compensation Committee.

• Ms. Campbell qualifies as independent under Nasdaq and SEC rules and has no material relationship affecting her independence.

• Ms. Campbell entered into the standard indemnification agreement for directors and officers.

• Ms. Campbell brings extensive biopharmaceutical industry experience, including executive roles at Merus N.V., Novartis, Bayer, Abbott Labs, and Pharmacia.

Executive compensation and say-on-pay

• Ms. Campbell will receive an annual retainer of $45,000 for Board service and $7,500 for Compensation Committee service.

• She was granted RSUs covering 114,200 shares, vesting over three years, as an initial equity award.

• After six months, she will be eligible for annual RSU grants based on 0.08% of outstanding shares, vesting on the first anniversary or next annual meeting.

• All equity awards vest in full upon a change in control, subject to continued service.

Voting matters and shareholder proposals

• All previously named nominees in the proxy statement will stand for election at the Annual Meeting on June 16, 2026.

• No new proxy cards are being distributed; existing proxy cards remain valid.

• Stockholders may change or revoke their votes at any time before the meeting.