Business Context and Reporting Period
This Form 8-K Current Report was filed by Zentalis Pharmaceuticals, Inc. (ZNTL) on May 27, 2026, covering events occurring on May 22, 2026. The filing addresses corporate governance changes, specifically the expansion of the Board of Directors and the appointment of a new director.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. This report focuses exclusively on personnel and compensation arrangements.
Material Changes
- Board Expansion: The Board of Directors increased its size from six to seven members.
- New Appointment: Shannon Campbell was appointed as a Class I director, with an initial term expiring at the 2027 Annual Meeting of Stockholders.
- Committee Assignment: Ms. Campbell was appointed to the Compensation Committee.
Compensation and Equity Arrangements
Ms. Campbell's compensation is structured under the Company's Non-Employee Director Compensation Program:
- Cash Retainers: $45,000 annual retainer for Board service and an additional $7,500 annual retainer for Compensation Committee service.
- Initial Equity Grant: 114,200 Restricted Stock Units (RSUs) granted on May 26, 2026. This grant represents 0.16% of common shares outstanding as of the day prior to the grant date.
- Vesting Schedule (Initial): Vests over three years, with one-third vesting on each of the first, second, and third anniversaries of the grant date.
- Future Annual Grants: After six months of service, Ms. Campbell is eligible for annual RSU grants equal to 0.08% of outstanding shares, vesting in full on the first anniversary or the next annual meeting, whichever occurs first.
- Change in Control: Both initial and annual equity awards vest in full upon a change in control, subject to continued service through the applicable vesting date.
Investor Verification Checklist
- Verify the total number of common shares outstanding as of May 25, 2026, to confirm the calculation of the 114,200 RSU grant.
- Review the Company's 2026 Annual Report on Form 10-K (filed March 26, 2026) for the full text of the Director Compensation Program and the standard indemnification agreement.
- Monitor future filings for the execution of annual equity grants following Ms. Campbell's six-month service milestone.