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Zentalis Pharmaceuticals (ZNTL) expands board, awards RSUs to new director

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Zentalis Pharmaceuticals expanded its Board of Directors from six to seven members and appointed Shannon Campbell as a Class I director. Her term runs until the 2027 annual stockholder meeting, and she will also serve on the Board’s Compensation Committee.

Campbell will be paid under the company’s standard non-employee director program, including a $45,000 annual cash retainer for Board service and an additional $7,500 annual retainer for Compensation Committee membership. As a new director, she received 114,200 restricted stock units, calculated as 0.16% of the common shares outstanding before grant, vesting in equal installments over three years.

After six months of service, she will become eligible for an annual equity award equal to 0.08% of shares outstanding before each grant, which generally vests in full by the next annual meeting or the first anniversary of grant. All of Campbell’s director equity awards vest in full upon a change in control, subject to her continued service, and she has entered into the company’s standard indemnification agreement for directors and officers.

Positive

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Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Board cash retainer $45,000 per year Annual retainer for Board service under Director Compensation Program
Compensation Committee retainer $7,500 per year Additional annual retainer for Compensation Committee membership
Initial RSU grant 114,200 RSUs New director equity award equal to 0.16% of shares outstanding
Initial RSU percentage 0.16% of shares outstanding Multiplier applied to common shares outstanding for initial grant size
Annual RSU percentage 0.08% of shares outstanding Multiplier for ongoing annual director equity grants after six months’ service
Board size after change Seven directors Board increased from six to seven members with Campbell’s appointment
Non-Employee Director Compensation Program financial
"in accordance with the Company's Non-Employee Director Compensation Program applicable to all non-employee directors"
restricted stock units financial
"Ms. Campbell was granted restricted stock units (“RSUs”) covering 114,200 shares"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Compensation Committee financial
"Ms. Campbell has also been appointed to serve on the Compensation Committee of the Board"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
change in control financial
"the initial and annual equity awards granted to Ms. Campbell ... vest in full upon a change in control"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
indemnification agreement regulatory
"Ms. Campbell has also entered into the Company's standard indemnification agreement for directors and officers"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
Understanding 8-K Material Events →
0001725160FALSE00017251602026-05-222026-05-22


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
——————————————

FORM 8-K
——————————————

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 22, 2026

——————————————  
ZENTALIS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)   
——————————————
Delaware 001-39263 82-3607803
(State or other jurisdiction
of incorporation or organization)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
10275 Science Center Drive, Suite 200
San Diego, California 92121
(Address of principal executive offices) (Zip Code)
(858) 263-4333
(Registrant’s telephone number, include area code)
N/A
(Former name or former address, if changed since last report)  
——————————————
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 
 
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 
 
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 



Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par value per shareZNTLThe Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective May 22, 2026, the Board of Directors (the “Board”) of Zentalis Pharmaceuticals, Inc. (the “Company”) increased its size from six to seven directors and appointed Shannon Campbell, as a Class I director. Ms. Campbell's initial term is scheduled to expire at the Company's 2027 Annual Meeting of Stockholders, subject to the election and qualification of her successor and her earlier death, resignation or removal. Ms. Campbell has also been appointed to serve on the Compensation Committee of the Board (the “Compensation Committee”).

There is no arrangement or understanding between Ms. Campbell and any other person pursuant to which she was appointed as a director of the Company, and there are no family relationships between Ms. Campbell and any of the Company’s directors or executive officers. There are no transactions to which the Company is a party and in which Ms. Campbell has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.

Ms. Campbell is entitled to receive compensation for her service as a director in accordance with the Company's Non-Employee Director Compensation Program applicable to all non-employee directors (the “Director Compensation Program”), which provides for an annual retainer of $45,000 for her Board service, and additional annual retainer of $7,500 for her service as a member of the Compensation Committee.

In accordance with the Director Compensation Program, as a new non-employee director, Ms. Campbell was granted restricted stock units (“RSUs”) covering 114,200 shares of the Company's common stock on May 26, 2026, which number of shares was determined by multiplying (i) the number of common shares outstanding as of the day prior to the date of grant, by (ii) 0.16% (such percentage determined by the board). The initial RSU grant vests over three years with one-third of the underlying shares vesting on each of the first, second and third anniversaries of the date of grant.

Also in accordance with the Director Compensation Program, after Ms. Campbell has served on the Board for at least six months, Ms. Campbell is entitled to receive an annual equity grant on the date of the Company's next annual meeting of stockholders of RSUs covering that number of shares of the Company's common stock as is determined by multiplying (i) the number of common shares outstanding as of the day prior to the date of grant, by (ii) 0.08%. Annual RSU awards granted to non-employee directors vest in full on the first to occur of (i) the first anniversary of the applicable grant date, and (ii) the next occurring annual meeting of the Company's stockholders.

Pursuant to the Director Compensation Program, the initial and annual equity awards granted to Ms. Campbell under the Director Compensation Program vest in full upon a change in control and, in each case, are subject to Ms. Campbell's continued service through the applicable vesting date.

Ms. Campbell has also entered into the Company's standard indemnification agreement for directors and officers, the form of which is included as Exhibit 10.6 to the Company's Annual Report on Form 10-K filed on March 26, 2026.




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 ZENTALIS PHARMACEUTICALS, INC.
Date: May 27, 2026 By: /s/ Julie Eastland
  Julie Eastland
  President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What board change did Zentalis Pharmaceuticals (ZNTL) disclose in this 8-K?

Zentalis Pharmaceuticals increased its Board size from six to seven directors and appointed Shannon Campbell as a Class I director. Her initial term runs until the 2027 annual meeting, subject to normal succession, resignation, or removal conditions.

What cash compensation will Shannon Campbell receive as a ZNTL director?

Shannon Campbell will receive a $45,000 annual cash retainer for Board service and an additional $7,500 annual retainer for serving on the Compensation Committee. These amounts align with Zentalis’s Non-Employee Director Compensation Program for all non-employee directors.

What initial equity award did Shannon Campbell receive from Zentalis (ZNTL)?

As a new non-employee director, Shannon Campbell received 114,200 restricted stock units in Zentalis common stock. The grant size equals 0.16% of common shares outstanding before the grant date and vests in three equal annual installments over three years.

How will Shannon Campbell’s ongoing annual equity grants at ZNTL be determined?

After at least six months of Board service, Shannon Campbell becomes eligible for annual RSU grants on each annual meeting date. Each grant equals 0.08% of common shares outstanding before grant and vests fully by the next annual meeting or the first anniversary of grant.

Do Shannon Campbell’s Zentalis director equity awards have change-in-control protection?

Yes. Under Zentalis’s Non-Employee Director Compensation Program, Shannon Campbell’s initial and annual RSU awards vest in full upon a change in control. This accelerated vesting is conditioned on her continued service through the relevant vesting or transaction date.

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