Zentalis Pharmaceuticals, Inc. 8-K

What Happened
Zentalis Pharmaceuticals (ZNTL) filed an 8-K announcing that, effective May 22, 2026, its Board increased from six to seven members and appointed Shannon Campbell as a Class I director. Ms. Campbell’s initial term runs until the Company’s 2027 Annual Meeting of Stockholders (subject to election and qualification). She was also named to the Board’s Compensation Committee.

Key Details

• Board change: increased from 6 to 7 directors; appointment effective May 22, 2026.
• Cash compensation: non-employee director annual retainer of $45,000 plus $7,500 annual retainer for Compensation Committee service.
• Equity awards: initial RSU grant of 114,200 shares granted May 26, 2026 (calculated as prior-day shares outstanding × 0.16%); vests one-third each year over three years.
• Future equity: after six months on the Board, eligible for an annual RSU grant equal to prior-day shares outstanding × 0.08%; annual awards vest in full on the earlier of the first anniversary or the next annual meeting.
• Vesting acceleration and protections: initial and annual equity awards vest in full upon a change in control; Ms. Campbell entered the Company’s standard director/officer indemnification agreement.
• No related-party transactions or family relationships reported and no special arrangements noted for the appointment.

Why It Matters
This filing documents a governance change and the standard compensation package for a new independent director. For investors, note the potential (but limited) dilution from the initial 114,200 RSUs and future annual grants sized as percentages (0.16% initial, 0.08% annually) of outstanding shares. The change-in-control vesting acceleration is also disclosed, which is typical but relevant for assessing potential equity payouts in a transaction.