What changed in this filing

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Item 9A. Controls and Procedures

2024-03-06 compared with 2023-03-07 · 1263 added, 204 removed, 141 unchanged (91% of the section changed)

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Attestation Report of Independent Registered Public Accounting Firm

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding our internal control over financial reporting.

For so long as we are not classified as an “accelerated filer” or “large accelerated filer” pursuant to SEC rules, we will continue to be exempt from the auditor attestation requirements of Section 404(b) of Sarbanes-Oxley.

The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report included elsewhere in this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

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Other Information

As previously reported on January 4, 2023, the Company removed Dr.

Neil Josephson from the position of Chief Medical Officer, effective January 3, 2023 (the “ Separation Date ” ).

In accordance with the terms of Dr.

Josephson’s employment agreement with the Company and pursuant to the separation and release agreement with the Company, dated as of March 3, 2023 (the “Separation Agreement”), for the 12-month period following the Separation Date, Dr.

Josephson will be paid the equivalent of his base salary in effect as of the Separation Date ($40,000 per month), less applicable withholdings, and payment or reimbursement of COBRA premiums for up to 12 months following the Separation Date, or until Dr.

Josephson secures health insurance coverage through another employer.

Josephson’s receipt of the foregoing benefits under the Separation Agreement is subject to his non-revocation of the Separation Agreement and his continued compliance with the surviving terms of his employment agreement with the Company that pertain to confidentiality, non-disclosure, and invention assignment obligations and post-employment non-solicitation and non-competition covenants.

The Separation Agreement includes a release of claims.

The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Separation Agreement, which is attached hereto as Exhibit 10.59 and is incorporated herein by reference.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Directors, Executive Officers and Corporate Governance

We maintain a Code of Business Conduct and Ethics (the “Code of Conduct”) that incorporates our code of business conduct and ethics applicable to members of our board of directors and our executive officers as well as all of our employees.

Our Code of Conduct is posted on our website at www.zymeworks.com.

Board of Directors

The following table sets forth the names, ages and positions of the members of our board of directors as of February 29, 2024.

Name Age Position(s)

Kenneth Galbraith

Chief Executive Officer, President and Chair of the Board of Directors

Carlos Campoy (1)(2)

Alessandra Cesano (2)(4)

Nancy Davidson (3)(4)

Susan Mahony (3)

Miller (1)(2)

Kelvin Neu (4)

Scott Platshon

________________________

(1) Member of the audit committee.

(2) Member of the nominating and corporate governance committee.

(3) Member of the compensation committee.

(4) Member of the research and development committee.

There are no family relationships among any of the directors or executive officers.

Kenneth Galbraith

Galbraith is 61 years old and has served as our Chief Executive Officer and Chair of our board of directors since January 2022.

In addition, Mr.

Galbraith has served as our President since June 2023 and previously served as our President from January 2022 to August 2022.

Galbraith was a Managing Director at Five Corners Capital, Inc., which he founded in 2013, from February 2021 until January 2022.

He served as Executive in Residence at Syncona Limited from April 2021 until January 2022, and has served as an advisor to Syncona since May 2023.

He served as Chief Executive Officer of Liminal BioSciences Inc.

(formerly Prometic Life Sciences Inc.), a publicly held company, from April 2019 to November 2020, continuing as an advisor to that company from November 2020 to February 2021.

He also served as Chief Executive Officer of Fairhaven Pharmaceuticals Inc.

from June 2017 to April 2019.

Galbraith has served as a director of several publicly held companies, including MacroGenics, Inc.

from July 2008 until January 2022, Profound Medical Corp.

from January 2017 to May 2023, and Celator Pharmaceuticals, Inc.

from July 2008 to October 2013.

He has also served as a director of several privately held companies.

Previously, he joined Ventures West Capital in 2007 and founded Five Corners Capital Inc.

in 2013 to manage the continued operations of the Ventures West Investment Funds.

Galbraith has over 35 years of experience serving as an executive, director, investor and adviser to companies in the biotechnology, medical device, pharmaceutical and healthcare sectors.

Galbraith received his B.Comm.

from the University of British Columbia.

Galbraith’s depth of experience in the biotechnology industry, ranging from executive officer to director roles, the board of directors believes Mr.

Galbraith has the appropriate set of skills to serve as a member of our board of directors.

Carlos Campoy

Campoy is 59 years old and has served as a member of our board of directors since June 2023.

Campoy served as Chief Financial Officer of CytomX Therapeutics, Inc.

from March 2020 through September 2022.

Prior to CytomX Therapeutics, Mr.

Campoy served as the Chief Financial Officer of Alder BioPharmaceuticals, Inc., a public biopharmaceutical company acquired in October 2019 by Lundbeck A/S, from December 2018 to November 2019.

During his time at Alder BioPharmaceuticals, Mr.

Campoy led the finance organization and readied the company for commercial launch of its lead program, eptinezumab.

Prior to Alder BioPharmaceuticals, Mr.

Campoy was a partner at Think Forwards, a boutique financial consulting firm, from September 2017 to December 2018.

Prior to his position at Think Forwards, Mr.

Campoy held the role of vice president of finance at Allergan plc from July 2014 to November 2016.

Prior to joining Allergan, Mr.

Campoy held senior financial leadership positions at Eli Lilly and Company from 1996 to 2014, including chief financial officer of Eli Lilly Japan K.K.

Campoy holds a Certified Management Accountant (CMA) designation.

Campoy received his M.B.A.

in Finance and Decision Information Systems from Indiana University and his B.S.

in Management from Faculdade de Ciências Contábeis e de Administração de Empresas de Tupã (FACCAT), in São Paulo, Brazil.

The board of directors believes that Mr.

Campoy is qualified to serve on our board of directors because of his extensive strategic and financial leadership experience in the pharmaceutical and biotechnology sectors.

Alessandra Cesano

Cesano is 63 years old and has served as a member of our board of directors since February 2024.

Cesano has served as the Chief Medical Officer of ESSA Pharma Inc., a pharmaceutical company developing therapies for the treatment of prostate cancer, since July 2019.

Previously, Dr.

Cesano was the Chief Medical Officer of NanoString Technologies, Inc., a biotechnology company that develops translational research tools, from July 2015 to July 2019, where she focused on development of translational and diagnostic multi-plexed assays for the characterization and measurement of mechanisms of immune response and resistance.

Prior to NanoString, Dr.

Cesano was Chief Medical Officer at Cleave Biosciences, Inc., a biopharmaceutical company focusing on protein therapies for the treatment of cancer and neurodegenerative diseases, and before that she served as Chief Medical Officer and Chief Operations Officer at Nodality, Inc., where she built and led the Research & Development group, while providing the overall clinical vision for the organization.

Cesano has also held various management positions at Amgen Inc., Biogen Inc.

(formerly Biogen Idec) and SmithKline Beecham Pharmaceuticals, where she helped to advance various oncology drugs through late-stage development and FDA approvals.

She currently serves as associate editor for the Biomarker section of the Journal for ImmunoTherapy of Cancer and co-chair of the Society for Immunotherapy of Cancer (SITC) regulatory committee.

She has been an author on more than 140 publications.

Cesano has served as a director at Puma Biotechnology, Inc.

since July 2022 and as a director of Summit Therapeutics Inc.

since November 2022.

Cesano received an M.D.

summa cum laude, a board certification in oncology and a Ph.D.

in Tumor Immunology from the University of Turin, Italy.

The board of directors believes that Dr.

Cesano is qualified to serve on our board of directors because of her extensive experience in biotechnology research and development and oncology.

Cox is 59 years old and has served as a member of our board of directors since June 2019.

Cox served as Chief Executive Officer of Foundation Medicine, Inc.

from February 2017 through February 2019, as a member of Foundation Medicine’s board of directors from February 2017 until July 2018, and in the additional role of President of Foundation Medicine from February 2018 until July 2018.

Prior to Foundation Medicine, Mr.

Cox served as Senior Vice President, Sales & Marketing at Genentech, Inc.

from February 2010 until February 2017.

Before joining Genentech, Mr.

Cox served as President at UCB S.A.

Prior to UCB BioPharma, Mr.

Cox held senior commercial leadership roles with Sanofi-Aventis and Schering-Plough.

Cox served on the board of directors of SomaLogic, Inc.

from September 2021 until January 2024 and as executive chair of the board of SomaLogic from October 2022 to March 2023.

He has served on the board of directors of Standard BioTools Inc.

since January 2024 and on the board of directors of SOPHiA GENETICS SA since July 2019.

Cox received a B.B.A.

in finance from the University of Kentucky and an M.B.A.

from the University of Missouri.

The board of directors believes Mr.

Cox’s nearly three decades of proven leadership and expertise in the global, strategic and operational aspects of the biopharmaceutical industry qualifies him to serve on our board of directors.

Nancy Davidson

Davidson is 70 years old and has served as a member of our board of directors since December 2023.

Davidson has served as the Executive Vice President, Clinical Affairs, since April 2022, and as the Raisbeck Chair for Collaborative Cancer Research, since July 2019, of Fred Hutchinson Cancer Center.

In addition, Dr.

Davidson has served as a Professor, since December 2016, and previously served as the Senior Vice President, since December 2016 to August 2023, of Fred Hutchinson Cancer Center Clinical Research Division.

At the University of Washington School of Medicine, Dr.

Davidson served as Head of the Division of Medical Oncology from December 2016 to August 2023 and as a Professor since December 2016.

Previously, Dr.

Davidson served as the President and Executive Director of the Seattle Cancer Care Alliance from December 2016 to April 2022.

Davidson also held various positions at the University of Pittsburgh from February 2009 to December 2016, including as the Director of the University of Pittsburgh Cancer Institute.

Davidson has served as Adjunct Professor of Oncology at The Johns Hopkins School of Medicine since February 2009.

Davidson is also a member of the scientific advisory boards of many foundations and cancer centers and a member of various organizations, including the American Society of Clinical Oncology and the American Association for Cancer Research.

She has received many awards, honors, and appointments, including the Brinker International Award for Breast Cancer Research, the Rosalind E.

Franklin Award for Women in Science from the National Cancer Institute (2008), and election to the National Academy of Medicine (2011) and the American Academy of Arts and Sciences (2019).

She has also been listed among Thomson Reuters Highly Cited Researchers (2014-2015).

Davidson holds an M.D.

from the Harvard Medical School and a B.A.

in Molecular Biology from Wellesley College.

She completed her residency in Internal Medicine at University of Pennsylvania and Johns Hopkins Hospital and a medical oncology fellowship at the National Cancer Institute.

The board of directors believes that Dr.

Davidson is qualified to serve on our board of directors because of her extensive knowledge and experience in the field of oncology, and as an experienced researcher and clinician.

Mahony is 59 years old and has served as a member of our board of directors since June 2019 and as Lead Independent Director of our board of directors since December 2023.

Mahony is an executive with over 30 years of experience in pharmaceutical and life sciences companies.

Mahony served as Senior Vice President of Eli Lilly and Company and President of Lilly Oncology from February 2011 until August 2018.

She joined Lilly in 2000, holding senior leadership positions in product development, marketing, human resources, and general management.

Prior to joining Lilly, Dr.

Mahony served in sales and marketing roles in Europe for over a decade for Schering-Plough, Amgen, and Bristol-Myers Squibb.

Mahony has served on the board of directors of Assembly Biosciences, Inc.

since December 2017 and on the board of directors of Axsome Therapeutics, Inc.

since October 2023.

She previously served on the board of directors of Horizon Therapeutics Public Limited Company from August 2019 to October 2023 (acquired by Amgen Inc.) and on the board of directors of Vifor Pharma from May 2019 until August 2022.

Mahony received a B.Sc.

from Aston University and an M.B.A.

from London Business School.

Mahony’s extensive experience in management at public pharmaceutical companies, together with her experience serving on the board of directors of public and private companies, our board of directors concluded that she should serve as a director due to our business focus and strategy.

Miller is 53 years old and has served as a member of our board of directors since April 2023.

Miller has been a leader in the biotechnology and pharmaceutical sector for more than 25 years with experience in corporate development, business development and global commercial strategy.

He is an independent commercial and business development consultant for pre-clinical and clinical-stage companies in oncology and rare diseases, and currently serves as Chief Executive Officer of a cell and gene therapy imaging startup venture, spun out from the University of Pennsylvania.

From May 2018 to November 2019, he served as Chief Business Officer of Aro Biotherapeutics, a spinout of Janssen Pharmaceuticals, leading numerous strategic and operational initiatives including a transformative collaboration with Ionis with potential revenues of up to $1.4 billion.

Miller also previously served as Chief Business Officer of Celator Pharmaceuticals where he led the development of their pipeline and business development strategy, resulting in its acquisition by Jazz Pharmaceuticals in 2016 for cash proceeds of approximately $1.5 billion.

Prior to Celator Pharmaceuticals, Mr.

Miller held a variety of marketing, sales and market access roles with Genentech, Centocor and GSK.

Miller is a member of the Board of Trustees for the Eastern Pennsylvania Chapter of the Leukemia and Lymphoma Society and serves as a mentor for the Villanova School of Business.

He received an M.B.A.

from Villanova University and Bachelor of Arts and Science degree from the University of Delaware.

The board of directors believes that Mr.

Miller is qualified to serve on our board of directors because of his extensive experience in the biotechnology and pharmaceutical sector, including experience in corporate development, business development and global commercial strategy.

Neu is 50 years old and has served as a member of our board of directors since March 2020.

Neu is Founder and Chief of Herringbone, a life sciences innovation practice established in January 2022.

Neu is also Co-Founder and Chair of QDX Technologies Pte.

Ltd., a computational chemistry company established in February 2023.

Previously, Dr.

Neu was a Partner at Baker Bros.

Advisors LP, a registered investment adviser, where he worked from April 2004 until January 2021.

Neu previously served on the board of directors of IGM Biosciences, Prelude Therapeutics, Idera Pharmaceuticals, Aquinox Pharmaceuticals and XOMA Corporation.

Neu holds an M.D.

from the Harvard Medical School-MIT Health Sciences and Technology program, and spent three years in the Immunology Ph.D.

program at Stanford University as a Howard Hughes Medical Institute Fellow.

Neu holds an A.B.

(summa cum laude) from Princeton University, where he was awarded the Khoury Prize for graduating first in his department of Molecular Biology.

Prior to attending Princeton, Dr.

Neu served for two and a half years in the military of his native Singapore.

The board of directors believes that Dr.

Neu is qualified to serve on our board of directors because of his extensive investment and leadership experience, knowledge of our industry, and educational background in biology and biotechnology.

Scott Platshon

Platshon is 32 years old and has served as a member of our board of directors since February 2024.

Platshon has served as a Partner at EcoR1 Capital since December 2020.

Platshon was also a Principal at EcoR1 Capital from December 2017 to December 2020, and has been with EcoR1 Capital since October 2015.

Prior to joining EcoR1 Capital, Mr.

Platshon served as an analyst at Aquilo Partners, a San Francisco life-sciences investment bank, from September 2014 to September 2015.

Platshon has served on the board of directors of Terremoto Biosciences since October 2023, Kumquat Biosciences Inc.

since February 2021 (prior to that he was a board observer since August 2019) and Ajax Therapeutics, Inc.

since May 2021.

Platshon received his B.S.

in Bioengineering from Stanford University.

The board of directors believes that Mr.

Platshon is qualified to serve on our board of directors because of his extensive investment and leadership experience, in addition to his knowledge of our industry.

Renton is 77 years old and has served as a member of our board of directors since February 2017.

Renton served as Chief Executive Officer and President of Onyx Pharmaceuticals, Inc.

from March 1993 to March 2008 and was the chair of the board of directors of Onyx from June 2000 to March 2008.

Onyx was acquired by Amgen Inc.

in 2013 for $10.4 billion.

Before joining Onyx, Mr.

Renton was the President and Chief Operating Officer of Chiron Corporation, a pharmaceutical company, from December 1991 to December 1993.

Renton served in a variety of executive roles at Cetus Corporation from 1983, including as President from 1990 to 1991, Chief Operating Officer from 1987 to 1990 and Chief Financial Officer from 1983 to 1987, prior to its acquisition by Chiron in 1991.

Renton has served on the board of directors of AnaptysBio, Inc.

since June 2015.

Previously, Mr.

Renton served on the boards of four other biopharmaceutical companies, Portola Pharmaceuticals Inc., where he had also been board chairman (March 2010 to July 2020), KYTHERA Biopharmaceuticals, Inc.

(December 2014 to October 2015), Affymax, Inc.

(June 2009 to November 2014) and Rigel Pharmaceuticals, Inc.

(January 2004 to March 2014).

Renton also previously served on the board of Cepheid Inc., a molecular diagnostics company, from March 2000 to November 2016.

Renton received his M.B.A.

from the University of Michigan and his B.S.

in Mathematics from Colorado State University.

Because of Mr.

Renton’s extensive experience building successful biotechnology companies and commercializing drug products, the board of directors believes he is able to bring valuable insights to our board of directors.

Executive Officers

The following table sets forth the names, ages and positions of our executive officers as of February 29, 2024 .

Name Age Position(s)

Kenneth Galbraith

Chief Executive Officer, President and Chair of Board of Directors

Christopher Astle, Ph.D.

Senior Vice President and Chief Financial Officer

Chief Scientific Officer

Jeffrey Smith, M.D.

Executive Vice President and Chief Medical Officer

There are no family relationships among any of the directors or executive officers.

The following is biographical information for our executive officers, other than Mr.

Galbraith, whose biographical information is included above.

Christopher Astle

Astle joined Zymeworks in April 2021 and was promoted to Senior Vice President and Chief Financial Officer in February 2022.

He previously served as our Executive Director, Corporate and Commercial Finance from April 2021 to February 2022.

Prior to joining Zymeworks, Dr.

Astle worked as a Chief Financial Officer at the CFO Centre in British Columbia, Canada from April 2020 to March 2021, and as Vice President, Finance at Alder BioPharmaceuticals Inc.

in Seattle, USA from April 2019 to February 2020.

From August 2017 to January 2020, he served as Chief Executive Officer and founder of Think Forwards, a boutique financial consulting firm in London, United Kingdom.

Astle worked at Allergan from 2011 to 2017, including as the Associate Vice President Finance, International Division from July 2016 to July 2017, managing multiple product launches, M&A transactions and restructurings, with a team of 170 across 60 countries.

He is a UK Chartered Accountant (ICAS), qualifying at PwC London, UK in Audit & Pharmaceutical Performance Improvement Consulting with audit clients including GSK.

He is a board member of Healome Therapeutics (2021-present), a private biotechnology company.

During his time in the United Kingdom, he was the Chair of the 2018 CFO Agenda conference, guest lecturer at the Henley Business School, and judge at the British Accountancy Awards.

Astle holds a PhD in Organic Chemistry from the University of Bristol (UK) and a MChem in Chemistry from the University of Liverpool (UK).

Moore joined Zymeworks in July 2022 as our Chief Scientific Officer.

Moore has more than 25 years of US-based experience in biologics drug discovery and development in biotechnology research.

His career efforts have led to the discovery and development of a range of FDA-approved and clinical-stage biologics for patients with difficult-to-treat cancers and autoimmune conditions.

Prior to joining Zymeworks, Dr.

Moore served as Vice President, Cell Biology, and Immunology at MacroGenics from April 2008 to July 2022, leading a team of approximately 50 researchers engaged in the discovery, preclinical validation and clinical development of antibody-based therapeutics, including bispecific antibodies and antibody drug conjugates.

Among the portfolio supported by Dr.

Moore were FDA-approved Margenza (margetuximab-cmkb) for treatment of HER2+ breast cancer, Zynyz (retifanlimab-dlwr) for treatment of Merkel cell carcinoma and Tzield (teplizumab-mzwv) to delay onset of type I diabetes.

Prior to joining MacroGenics, Dr.

Moore was Director of Cell Biology at Celera from May 2005 to April 2008, where he oversaw research leveraging proteomic-based discoveries to validate novel cancer targets suitable for antibody-based therapeutics.

Moore began his industrial career at Human Genome Sciences (HGS), holding several titles within research culminating in Director of Lead Product Development, where he managed various genomic-based target discovery programs including efforts that led to the discovery, development, approval, and commercialization of Benlysta (belimumab) for the treatment of systemic lupus erythematosus.

Moore has an extensive research record co-authoring over 75 peer-reviewed manuscripts and is a named co-inventor on over 50 issued US patents.

Moore holds a Ph.D.

in Molecular Genetics from the University of Glasgow, performed post-doctoral work at the Roche Institute of Molecular Biology in Nutley, New Jersey, and also holds a degree in Biotechnology from the University of Strathclyde.

Jeffrey Smith

Smith joined Zymeworks in January 2023 as Senior Vice President, Early Stage Development and was promoted to Executive Vice President and Chief Medical Officer in January 2024.

He is based at our European hub in Dublin, Ireland.

Smith has held many senior positions within the pharmaceutical industry.

Previously, Dr.

Smith served as the Managing

Director of Alder Biopharmaceuticals Inc.

in Dublin, Ireland from March 2017 to October 2019, and as Senior Vice President, Translational Medicine at Alder Biopharmaceuticals Inc.

in Seattle, USA from 2012 to March 2017.

Smith was responsible for the clinical development (phase I – III) of eptinezumab (anti-CGRP antibody for migraine) and clazakizumab (anti -IL-6 antibody for rheumatoid arthritis and cancer cachexia).

Smith was also a founder of Alder Biopharmaceutcials Inc (founded 2004).

Smith received his M.B.

from the University of London, UK and is a Fellow of the Royal College of Physicians in London.

Although we have not adopted specific targets for women and other diverse candidates in executive positions, the board of directors has always considered diversity as an important aspect of its decision making when recommending appointments for individuals to serve as executive officers.

Code of Conduct and Ethics

Our board of directors has adopted corporate governance guidelines that set forth expectations for directors, director independence standards, board committee structure and functions, and other policies for our governance.

It also has adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) that applies to members of our board of directors, our executive officers and all of our employees.

Several standing committees (audit, compensation, nominating and corporate governance, and research and development) assist our board of directors in carrying out its responsibilities.

Each standing committee operates under a written charter adopted by our board of directors.

The full text of our Code of Conduct is posted on our website at www.zymeworks.com .

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendments to, or waiver from, a provision of the Code of Conduct by posting such information on the website address and location specified above.

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Corporate Secretary, Zymeworks Inc., 108 Patriot Drive, Suite A, Middletown, Delaware 19709.

The remaining information required by Item 10.

of Form 10-K is incorporated by reference to our 2023 Proxy Statement or our Form 10-K/A, as applicable, to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2022.

Audit Committee

Our audit committee currently consists of Mr.

Mahony and Ms.

Lota Zoth, a former member of our board of directors, ceased serving on the audit committee in June 2023 and December 2023, respectively.

Campoy serves as the chair of our audit committee.

Our board of directors has determined that each of Mr.

Campoy and Mr.

Cox is an “audit committee financial expert” as that term is defined in the rules and regulations established by the SEC, and possesses financial sophistication, as defined under the rules of the Nasdaq Global Select Market.

The members of our audit committee are “independent” for audit committee purposes, as that term is defined in the rules of the SEC and the applicable Nasdaq rules, and have sufficient knowledge in financial and auditing matters to serve on the audit committee.

The principal purposes of our audit committee are to:

• assist our board of directors in its oversight of:

◦ the quality, audit and integrity of our financial statements and related information;

◦ the independence, qualifications, appointment and performance of our external auditor;

◦ our disclosure controls and procedures, internal control over financial reporting, and management’s responsibility for assessing and reporting on the effectiveness of such controls;

◦ the organization and performance of our internal audit function;

◦ our compliance with applicable legal and regulatory requirements;

◦ our enterprise risk management processes;

• prepare the report required by SEC rules to be included in our proxy statement for the annual meeting of stockholders, and for performing other duties and responsibilities as are enumerated in or consistent with the audit committee’s charter.

Our board of directors has established a written charter setting forth the purpose, composition, authority and responsibility of our audit committee, consistent with the rules of Nasdaq and the SEC, a current copy of which is available on our website at www.zymeworks.com .

Our audit committee has access to all of our books, records, facilities and personnel and may request any information about us as it may deem appropriate.

It also has the authority in its sole discretion and at our expense to retain and set the compensation of outside legal, accounting or other advisors as necessary to assist in the performance of its duties and

responsibilities.

Both our independent auditors and internal financial personnel regularly meet privately with the audit committee and have unrestricted access to this committee.

Our audit committee held four meetings during the year ended December 31, 2023 .

Executive Compensation

The information required by Item 11.

Discussion of Executive Compensation Practices

This section describes our executive compensation philosophy and how we implemented it through our 2023 compensation program for our named executive officers.

The named executive officers for 2023 are:

• Kenneth Galbraith, Chief Executive Officer and Chair of the Board of Directors;

• Christopher Astle, Ph.D., Senior Vice President and Chief Financial Officer;

• Paul Moore, Ph.D., Chief Scientific Officer;

• Neil Klompas, CPA, CA, our former President and Chief Operating Officer.

This discussion contains forward-looking statements that are based on our current plans, considerations, expectations and projections regarding future compensation programs.

Actual compensation programs adopted in the future may differ materially from the various planned programs summarized in this discussion.

In the paragraphs that follow, we provide an overview and analysis of our compensation program and policies, the material compensation decisions we have made under those programs and policies, and the material factors that we considered in making those decisions.

2023 Advisory Vote on Executive Compensation

At our 2023 annual general meeting, we conducted an advisory vote on named executive officer compensation.

At that meeting, 74.71% of the votes cast on the advisory vote proposal were supportive of our named executive officer compensation program as disclosed in our 2023 proxy statement.

Our next advisory vote on named executive officer compensation will be held at our 2024 annual general meeting.

The compensation committee reviewed the advisory vote results in the context of our overall compensation philosophy and programs, and based on the level of support, determined that no significant changes to our compensation policies and programs were necessary.

The compensation committee will continue to consider the results from future stockholder advisory votes on named executive officer compensation and other relevant market developments affecting named executive officer compensation in order to determine whether any subsequent changes to our named executive officer compensation programs and policies would be warranted to reflect any stockholder concerns reflected in those advisory votes or to address market developments.

Overview of Compensation Program

Compensation Philosophy

The goal of our compensation program is to attract, retain and motivate our employees and executives, including our named executive officers.

The compensation committee is responsible for setting our executive compensation and reviewing and approving, or recommending to the board of directors for approval, the Company’s annual corporate performance objectives applicable to executive and other Company bonus programs.

In considering executive compensation, the compensation committee strives to ensure that our total compensation is competitive within the industry in which we operate and supports our overall strategy and corporate objectives.

The combination of base salary, annual incentives and long-term incentives that we provide our executives is designed to accomplish this.

Compensation Objectives

The objectives of our executive compensation program are to:

• attract and retain highly qualified executive officers who have a history of proven success;

• align the interests of executive officers with our stockholders’ interests and with the execution of our business strategy;

• motivate and reward our executive officers through competitive pay practices and an appropriate mix of short- and long-term incentives;

• evaluate and reward executive performance on the basis of achievement of program development goals and key financial measurements which we believe closely correlate to long-term stockholder value;

• tie compensation awards directly to program development goals and key financial measurements with evaluations based on achieving and overachieving predetermined objectives.

Role of the Compensation Committee

During 2023, the compensation committee’s work included the following:

• Competitive Compensation Review – The compensation committee reviewed compensation practices and policies with respect to our executives against Zymeworks’ peer group of companies (as further described below), in order to allow us to place our compensation practices for these positions in a market context.

This reference exercise included a review of base salary, total cash compensation and total direct compensation.

• Executive Compensation – The compensation committee reviewed the corporate goals and objectives applicable to the compensation of the Company’s executives and evaluated the executives’ performance in light of those goals and objectives.

Based on this review and evaluation, the compensation committee approved the 2023 compensation for the Company’s executives, including each of the named executive officers.

In addition, the compensation committee considered and approved the separation and transition arrangements related to Mr.

• Short- and Long-Term Incentive Plans – The compensation committee administers the Company’s incentive compensation plans and equity-based plans with respect to the Company’s executives, including the named executive officers.

• Succession Planning – The compensation committee reviewed the succession plan for the Chief Executive Officer and other executive officers.

In reaching its decisions, the compensation committee may consider input from management and other factors that the compensation committee considers appropriate.

Decisions made by the compensation committee are the responsibility of the compensation committee and may reflect factors and considerations other than the information and/or recommendations provided by management.

Independent Compensation Consultant

In 2023, the compensation committee retained the Human Capital Solutions practice at Aon plc, as an independent consultant to the compensation committee to conduct competitive reviews and assessments of Zymeworks’ executive compensation program and recommend go-forward strategies.

The compensation committee made the decision to retain Aon in its sole discretion and was directly responsible for the appointment, compensation and oversight of Aon’s work.

The compensation committee is involved in and approves the adoption of the following procedures during Aon’s assessments:

• establishing the public company peer group used in the executive compensation assessment;

• reviewing the detailed assessment of Zymeworks’ executive compensation program versus the market;

• reviewing and approving executive pay mix;

• reviewing the assessment of Zymeworks’ board of directors compensation program versus the market;

• reviewing and approving the non-executive equity compensation program.

The compensation committee utilizes these strategies when contemplating future executive compensation matters.

In 2023, Aon was retained to review the salaries, bonuses and equity plan levels and participation of executive employees, as well as equity plan levels and participation of employees below the executive level.

Zymeworks’ management did not make or recommend such engagements and all such other services were approved by the compensation committee.

Except as discussed below, Aon did not perform other services to the Company other than as a compensation consultant.

The compensation committee determined Aon to be independent after evaluating the factors required under the applicable listing standard.

Aon received $244,996 in fees in 2023 for services related to determining or recommending the amount or form of executive and non-employee director compensation.

Separately, management engaged Aon to perform unrelated broad-based compensation services and risk brokerage services (which included global risk in Canada and the United States), for which Aon was paid $328,913.

The compensation committee was informed about these services.

Peer Companies and Use of Market Data

We compare our executive compensation program to those of a group of peer companies (North American biotechnology companies of a similar size and stage of development).

The first step in the process is that the compensation committee, with the support of Aon and management, reviews trends in biotechnology compensation practices and reviews and approves the list of peer companies used for benchmarking.

As part of its analysis for 2023, Aon collected and analyzed compensation information from a comparative group of biotechnology companies, or peer group, approved by the compensation committee.

The compensation committee evaluates the criteria used in establishing the peer group at least annually.

The compensation committee seeks input from management in addition to Aon to ensure the peer group is consistent with our current business objectives and strategy.

The list of peer companies is approved based on various factors including industry classification, market capitalization, headcount and stage of development.

In August 2022, with assistance from Aon, the compensation committee approved a peer group consisting of publicly traded, pre-commercial biopharmaceutical companies:

• with an emphasis on oncology companies and a focus on companies in Phase 2 and Phase 3 clinical trials;

• with market capitalizations generally between $150 million and $1.2 billion (based on the Company’s then-current 30-day average market capitalization of approximately $400 million);

• with generally between 100 and 900 employees;

• that are located in Canada and the United States, with a focus on companies headquartered in biotechnology hub markets;

• preference for companies that have gone public in approximately the last five years (but continue to de-emphasize initial public offering date as a primary selection criteria).

Based on these criteria, in August 2022, the compensation committee approved the following peer group set forth below and used this peer group to inform compensation decisions for 2023 :

Adaptimmune Therapeutics plc IGM Biosciences, Inc.

Precision BioSciences, Inc.

Alector, Inc.

Jounce Therapeutics, Inc.

REGENXBIO Inc.

AnaptysBio, Inc.

Kura Oncology, Inc.

Repare Therapeutics Inc.

Atara Biotherapeutics, Inc.

MacroGenics, Inc.

Replimune Group, Inc.

C4 Therapeutics, Inc.

Mersana Therapeutics, Inc.

Silverback Therapeutics, Inc.

CytomX Therapeutics, Inc.

NGM Biopharmaceuticals, Inc.

Sutro Biopharma, Inc.

Gossamer Bio, Inc.

Poseida Therapeutics, Inc.

________________________

(1) Added to the peer group in August 2022.

The following companies were deleted from the peer group approved in August 2022:

Allogene Therapeutics, Inc., Athira Pharma, Inc.

and Harpoon Therapeutics, Inc.

Our compensation committee uses comparative data from our peer group as a reference when setting and adjusting executive compensation, but it does not target our overall program or any particular element of compensation to be at a particular percentile compared to our peers.

Rather, our compensation committee uses a range of peer group data for each executive position for which data is available, along with an assessment of each executive’s performance, criticality and tenure, to ensure that our executive compensation program and its constituent elements are and remain competitive in relation to our peers.

Components of Compensation Package

In 2023, our executive compensation program consisted of three major components:

• base salary;

• annual cash bonuses based on a comparison of corporate performance to pre-set goals and objectives;

• long-term incentives, which in 2023, consisted of grants of stock options and restricted stock units.

In making 2023 compensation decisions, our compensation committee believed that each component of executive compensation must be evaluated and determined with reference to competitive market data, individual and Company-wide performance, our recruiting and retention goals, internal equity and consistency, and other information it deems relevant.

As it evaluated executive compensation in 2023, the compensation committee believed that in the biopharmaceutical/biotechnology industry, long-term incentives such as stock options and restricted stock units are a primary motivator in attracting and retaining executives, in addition to salary and cash incentive bonuses.

The primary components of our 2023 executive compensation program are described in more detail below.

Base Salary Annual base salary is designed to provide a competitive fixed rate of pay recognizing different levels of responsibility and performance within Zymeworks.

This compensation component helps us to attract and retain highly qualified executives who have a history of proven success.

In determining whether to increase the base salary for a particular executive, our compensation committee in discussions with our Chief Executive Officer (for executives other than the Chief Executive Officer) considers a variety of factors, including performance, length of service and criticality of role.

The determination of base salary affects the amount of an executive’s cash bonus.

The table below shows the base salaries of our named executive officers for 2023:

Name and Principal Position

2023 Base Salary

Kenneth Galbraith, Chief Executive Officer, President and Chair of Board of Directors (1)

Christopher Astle, Senior Vice President and Chief Financial Officer

Paul Moore, Chief Scientific Officer

Neil Klompas, Former President and Chief Operating Officer (2)

________________________

Galbraith has served as our Chief Executive Officer and Chair of our board of directors since January 2022.

In addition, Mr.

Galbraith has served as our President since June 2023 and previously served as our President from January 2022 to August 2022.

Klompas resigned from the positions of President and Chief Operating Officer effective June 2023.

The cash bonus component is designed to provide our named executive officers with annual cash incentive awards based on achievement of certain goals and objectives.

The awards represent pay at risk – they result in payment only if and to the extent certain goals and objectives are met – and do not affect decisions regarding other components of compensation.

This compensation component motivates and rewards our named executive officers for outstanding performance.

Annual cash incentive compensation for our named executive officers is paid pursuant to the Company’s Executive Incentive Compensation Plan, which provides the compensation committee discretion to make changes to performance targets and bonus targets, to decrease, increase or eliminate bonuses and to change other terms and conditions related to annual incentive compensation, in each case as the compensation committee deems appropriate to meet the overarching retention and incentive goals associated with our executive bonus program.

Named executive officers are eligible to receive an amount targeted at a pre-determined percentage of their base salary established at the beginning of each year.

In January 2023, the compensation committee set annual target bonuses for each of our named executive officers as follows:

Name and Principal Position 2023 Target Bonus (% of Base Salary)

Kenneth Galbraith, Chief Executive Officer, President and Chair of Board of Directors (1)

Christopher Astle, Senior Vice President and Chief Financial Officer

Paul Moore, Chief Scientific Officer

Neil Klompas, Former President and Chief Operating Officer (2)

________________________

Galbraith has served as our Chief Executive Officer and Chair of our board of directors since January 2022.

In addition, Mr.

Galbraith has served as our President since June 2023 and previously served as our President from January 2022 to August 2022.

(2) The compensation committee assigned a target bonus percentage for Mr.

Klompas in January 2023.

Klompas resigned from the positions of President and Chief Operating Officer effective June 2023.

Pursuant to the Klompas Separation Agreement, Mr.

Klompas was not eligible for any annual performance bonus with respect to the Company’s 2023 fiscal year.

For more information regarding the Klompas Separation Agreement, see the section titled “Executive Employment Arrangements and Potential Payments upon Termination or Change in Control—Executive Employment Arrangements.”

At the beginning of each year, the compensation committee approves, or recommends that the board of directors approve, performance targets that are tied to the level of achievement of corporate and/or individual goals, and the compensation committee approves the weighting assigned to each goal.

For 2023, the corporate and individual weighting was 100% corporate and 0% individual for all named executive officers.

Achievement of corporate goals was a precondition for payment of bonuses with respect to 2023.

Our compensation committee believed that this mix was appropriate in order to incentivize our management team to achieve our key corporate objectives.

After the end of the year, the compensation committee determines the performance bonus payable to each named executive officer based on the results achieved as compared to the performance targets established for a particular year.

Depending on level of achievement, named executive officers may earn up to 150% of their respective target bonuses.

There is no minimum bonus payable.

2023 Company Corporate Goals and Achievement

In January 2023, the board of directors approved corporate goals that were grouped into six main categories:

(i) zanidatamab via the Jazz Partnership, (ii) zanidatamab via the BeiGene Partnership, (iii) zanidatamab zovodotin (ZW49), (iv) Early R&D (ZW171, ZW191 and emerging pipeline), (v) Platforms and Legacy Partnerships and (vi) Financial.

In September 2023, the compensation committee updated certain of the corporate goals established at the beginning of the year related to zanidatamab zovodotin to align with our revised strategy with respect to zanidatamab zovodotin.

In January 2024, the compensation committee reviewed our performance against the corporate goals under the 2023 bonus plan, as revised in September 2023, and determined that these goals were achieved at the 87.25% level.

Additional detail on these goals and the assessed achievement is set forth in the table below:

2023 Corporate Goal Category Key Elements of Goal Target Weight of Goal Assessed Achievement

Zanidatamab via the Jazz Partnership

Advance clinical trials of zanidatamab, including:

• enrollment of HERIZON-GEA-01;

• finalize clinical study report for HERIZON-BTC-01;

• no material disruption to clinical drug supply of zanidatamab for any studies being conducted by us or Jazz.

25% for base goals;

an additional 12.5% for stretch goals

Successful interactions with U.S.

Presentation of data.

Certain cost recoveries under our agreements with Jazz.

Zanidatamab via the BeiGene Partnership

Advance clinical trials of zanidatamab, including:

• enrollment of HERIZON-GEA-01;

• finalize clinical study report for HERIZON-BTC-01;

• no material disruption to clinical drug supply of zanidatamab for any studies being conducted by BeiGene.

10% for base goals;

an additional 5% for stretch goals

Presentation of data.

Support of BeiGene’s interactions with regulatory authorities.

Zanidatamab Zovodotin (ZW49)

Advance clinical trials of zanidatamab zovodotin, including:

• advancement of Phase 2 NSCLC trial;

• no material disruption to clinical drug supply of zanidatamab zovodotin for clinical trials.

10% for base goals;

an additional 5% for stretch goals

Successful interactions with U.S.

Presentation of data.

Negotiation of collaboration agreements.

(ZW171, ZW191 and emerging pipeline)

Complete IND enabling studies for ZW171 and ZW191.

40% for base goals;

an additional 20% for stretch goals

Complete GMP manufacturing of ZW171 and ZW191 to support clinical supplies requirements.

Select second Topo1-based ADC IND molecule and fourth IND development candidate.

Successful interactions with U.S.

Presentation of data.

Revenue from upfront, research option and development payments.

Platform & Legacy

Goals relating to our collaboration agreements.

5% for base goals;

an additional 2.5% for stretch goals

Improve Zymeworks’ financial position, including securing additional financing, and a related stretch goal.

10% for base goals;

an additional 5% for stretch goals

100% for base goals;

bonuses capped at 150%

Given the Company’s strong performance against its 2023 corporate goals, the compensation committee determined that these goals were achieved at the 87.25% level and approved 2023 bonuses for our named executive officers as follows:

Name and Principal Position 2023 Bonus (1)

Kenneth Galbraith, Chief Executive Officer, President and Chair of Board of Directors

Christopher Astle, Senior Vice President and Chief Financial Officer

Paul Moore, Chief Scientific Officer

Neil Klompas, Former President and Chief Operating Officer (2)

________________________

(1) Bonus amounts for all named executive officers are determined in U.S.

dollars, and the table above reflects this determination in U.S.

However, the 2023 bonuses for Dr.

Astle and Dr.

Moore were paid in Canadian dollars and the 2023 bonus for Mr.

Galbraith was paid in British pounds, based on conversion rates in effect at the time of payment.

Klompas resigned from the positions of President and Chief Operating Officer effective June 2023, and therefore did not receive a bonus with respect to 2023.

Long-Term Incentives

Our Amended and Restated Stock Option and Equity Compensation Plan (the “Equity Compensation Plan”) authorizes us to make grants to eligible recipients of stock options, restricted stock, restricted stock units and other share-based awards, to attract, retain, motivate and reward qualified directors and employees and to enable and encourage such directors and employees to acquire shares of common stock as long-term investments.

In January 2023, the Company granted a mix of stock options and restricted stock units to our named executive officers.

The compensation committee believes this approach aligns the interests of our executives (including those of our named executive officers) with our stockholders’ interests by rewarding for improvements in stock price over a period of time.

The Company issues stock options and restricted stock units to reward for future performance and appreciation.

Because stock options only have value if our stock price increases relative to the stock option’s exercise price, we consider them to be an important performance-based tool that encourages our named executive officers to focus on driving increases to stockholder value.

Restricted stock units play an important role in our executive compensation program because they provide some value even during periods of stock price or market volatilities, provide retention incentives during the vesting period, and reinforce a culture of ownership.

By granting restricted stock units, the Company can also reduce the dilutive effect of the equity incentive awards in the form of stock options, which benefits our stockholders over time.

In addition, the vesting feature of our stock awards contributes to executive retention by providing an incentive to our executives to remain employed by us during the vesting period.

For 2023, we determined that annual grants to our named executive officers in the form of a 50/50 value mix of stock options and restricted stock units was most appropriate to reflect the continued change in the market and the evolution of our compensation program away from an options-only approach.

The compensation committee evaluates the long-term incentive programs for each year, and the appropriate mix of equity awards to grant to our executive officers for the applicable year.

In future years, the compensation committee may approve a different mix of equity awards if it determines necessary or appropriate to achieve our compensation objectives.

The option exercise price may not be less than the closing price of our common stock on the date of grant.

For the 2023 stock option grants to our named executive officers, 25% of the granted options is scheduled to vest on the first anniversary of grant date (subject to continued service and any applicable acceleration of vesting provisions in their employment agreements, as described below).

On the last day of each month thereafter, a further 1/36 th of the total number of remaining granted options is scheduled to vest.

Each restricted stock unit represents the right to receive one share of our common stock upon vesting of that unit, without the payment of an exercise price or other cash consideration for the issued shares of common stock.

For the 2023 restricted stock unit grants to our named executive officers, 1/3 rd of the restricted stock units are scheduled to vest on each anniversary of the grant date (subject to the named executive officer’s continued service and subject to any applicable acceleration provisions in the Equity Compensation Plan or in the named executive officer’s employment agreement.

The following table shows information regarding stock option and restricted stock unit grants to each of our named executive officers made during the year ended December 31, 2023:

Restricted Stock Units Granted

Stock Options Granted

Exercise Price of Stock Options

Grant Date Fair Value of Stock and Option Awards ($) (4)

Kenneth Galbraith

Christopher Astle

— 87,500 8.00

________________________

(1) Restricted stock units vest in three equal annual installments beginning on January 5, 2024, subject to the optionee’s continued service through each vesting date and any applicable acceleration of vesting provisions described under the section below entitled “ Executive Employment Arrangements and Potential Payments upon Termination or Change in Control .”

(2) Options vest and become exercisable with respect to (i) 25% of the underlying shares one year after the grant date and (ii) the remainder of the underlying shares in 36 equal monthly installments following the first anniversary of the date of grant, subject to the optionee’s continued service through each vesting date and any applicable acceleration of vesting provisions described under the section below entitled “ Executive Employment Arrangements and Potential Payments upon Termination or Change in Control .”

(3) The exercise price of the stock options is the closing price of the Company’s stock on the Nasdaq on the grant date.

(4) The amounts set forth in this column reflect the grant date fair value for restricted stock unit awards and stock option awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation.

See Note 2 to the “N otes to Consolidated Financial Statements – Summary of Significant Accounting Policies – Stock-Based Compensation ” and Note 10(e) “ Notes to Consolidated Financial Statements – Stockholders’ Equity-Stock Based Compensation ” included in this Annual Report on Form 10-K for our year ended December 31, 2023.

Previous grants are taken into account when considering new option and restricted stock unit grants, as well as other factors such as market data, retention and incentive considerations, internal equity, Company performance and prior and expected future individual contributions.

Decisions regarding long-term incentives do not affect decisions regarding other components of compensation.

Benefits and Perquisites

Other compensation to our named executive officers primarily consists of participation in our broad-based employee benefit plans.

Named executive officers are eligible to participate in all our employee benefit plans, in each case on the same basis as other employees in the entity in which they are employed, including a retirement savings plan for those employed in Canada, a 401(k) plan for those employed in the United States, and pension plans for those employed in Ireland and the United Kingdom.

Our named executive officers also are eligible to participate in our employee stock purchase plan on the same terms as our other eligible employees.

Currently, we do not view perquisites or other personal benefits as a material component of our executive compensation program.

However, we do provide certain perquisites to our named executive officers in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make them more efficient and effective, and for recruitment and retention purposes.

In addition, consistent with our philosophy regarding personal benefits, and as further described in “Executive Compensation—Executive Employment Arrangements and Potential Payments upon Termination or Change in Control,” to encourage and facilitate Dr.

Moore’s relocation to Canada, we provide him with certain reimbursements for relocation expenses, as well as a gross-up to make sure such payments are tax neutral to him, tax equalization payments to neutralize any increase in his taxes as a result of his relocation, and tax preparation assistance for two years following his relocation.

The compensation committee believes these benefits were appropriate to enable a smooth relocation for Dr.

Moore and to allow him to keep his focus on the business rather than on the costs and burdens of the relocation.

Similarly, in November 2022, we amended Dr.

Astle’s employment agreement to provide certain corporate housing benefits based on need (as determined in the Company’s discretion) in the Vancouver, British Columbia metropolitan area.

In addition to the corporate housing benefits, we provided for a gross-up to Dr.

Astle for the impact of any tax withholding related to the corporate housing benefits.

The compensation committee believes that these corporate housing benefits were important to allow Dr.

Astle to be on-site at our offices in Vancouver as needed, increase his ability to work efficiently, and focus his efforts on the business rather than travel and housing considerations.

We also provide certain personal benefits to Mr.

Galbraith, which were negotiated as part of Mr.

Galbraith’s initial January 2022 employment agreement and subsequent amendments, including the most recent amendment in January 2024.

These benefits were provided in order to induce him to initially join and later to remain with the Company and to increase his ability to work efficiently.

These benefits include certain housing, travel, relocation, and certain tax equalization and gross-up benefits, as described in “ Executive Compensation – Executive Employment Arrangements and Potential Payments upon Termination or Change in Control .” In late 2022 and again in January 2024, we amended Mr.

Galbraith’s employment agreement to extend the time period for certain benefits, as described in “ Executive Compensation – Executive Employment Arrangements and Potential Payments upon Termination or Change in Control .” The compensation committee approved the extension of these benefits as it believed that doing so would assist Mr.

Galbraith in the continued performance of his duties and continue to aid in his efficiency.

In the future, we may continue to provide perquisites or other personal benefits in circumstances where we believe it is appropriate to assist an individual named executive officer in the performance of his or her duties, to make him or her more efficient and effective, and for recruitment, motivation or retention purposes.

Anti-Hedging Policy and Clawback Policy

Under the terms of our Insider Trading Policy, all directors, officers, employees, as well as any other personnel that we determine should be subject to our Insider Trading Policy (such as contractors and consultants), any person or entity an insider controls, exercises substantial influence over, serves as a trustee or in a similar fiduciary capacity of or is otherwise involved with, in connection with securities trading or investment decisions and an insider’s spouse, partner, parents, children, dependents and other family members or roommates, are prohibited from purchasing financial instruments (including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds) designed to hedge or offset a decrease in the market value of our securities.

In November 2023, we adopted a clawback policy in accordance with the SEC and Nasdaq requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

This policy provides for the non-discretionary recovery of excess incentive-based compensation from current and former executive officers in the event of an accounting restatement, whether or not the executive officer was at fault for the restatement, in accordance with the SEC and Nasdaq requirements.

In addition, as a public company subject to Section 304 of the Sarbanes-Oxley Act of 2002, if we are required to prepare an accounting restatement due to our material noncompliance, as a result of misconduct, with any financial reporting requirement under the securities laws, our chief executive officer and chief financial officer may be legally required to reimburse us for any bonus or incentive-based or equity-based compensation they received from us during the 12-month period following the first public issuance or filing with the SEC of the financial document incorporating such financial reporting requirement, as well as profits realized from the sale of securities during that 12-month period.

Potential Payments upon Termination or Change in Control

Certain of our executives, including each of our named executive officers who remain current employees, are parties to employment agreements with us which set forth conditions of employment and the payments that will be made upon termination of their employment.

Additional discussion of the employment agreements with our named executive officers is set forth below under “ Executive Compensation—Executive Employment Arrangements and Potential Payments upon Termination or Change in Control .” We believe that these protections are necessary to provide our valuable named executive officers with incentives to forego other employment opportunities and to maintain continued focus and dedication to their responsibilities to maximize stockholder value, including if there is a potential transaction that could involve a change in control, without undue concern that the officer will be terminated and lose his or her income and benefits.

We believe the level of severance and change in control benefits provided is appropriate and is necessary to attract and retain key employees.

In May 2023, in connection with Mr.

Klompas’ cessation of employment with Zymeworks, we and Mr.

Klompas entered into a separation agreement that provided for certain severance payments and benefits to Mr.

Klompas in consideration for a release of

claims in favor of us, effective June 2023.

We believe that this separation arrangement was appropriate in light of Mr.

Klompas’ past (and expected future) contributions to Zymeworks, and generally believe it is favorable to us to obtain a release of claims even in the event of a mutual agreement to separate from employment.

We also entered into a consulting service agreement with Mr.

Klompas pursuant to which he assists us with certain transitional matters.

We entered into the consulting service agreement in order to provide a smooth transition of Mr.

Klompas’ duties and responsibilities and to allow us to benefit from his ongoing input and expertise on certain matters.

Additional discussion of these arrangements is set forth below under “ Executive Compensation—Executive Employment Arrangements and Potential Payments upon Termination or Change in Control .”

Summary Compensation Table

The following table presents the compensation awarded to, earned by or paid to each of our named executive officers for the years ended December 31, 2023 and December 31, 2022.

We do not have non-qualified deferred compensation.

Name and Principal Position Year Salary

Option Awards

Non-Equity Incentive Plan Compensation

All Other Compensation

Kenneth Galbraith, Chair, President & CEO (4)

2023 625,452 1,144,000 1,194,627 321,651 89,146 (5)

2022 582,481 879,000 5,044,999 537,728 81,249 (6)

Christopher Astle, SVP & CFO (7)

2023 410,093 252,000 257,602 124,895 147,230 (8)

2022 358,749 — 593,772 203,048 159,436 (9)

Paul Moore, CSO (10)

2023 465,784 412,000 397,571 182,120 224,762 (11)

Neil Klompas, Former President & COO (12)

2023 321,568 (13)

468,000 328,363 — 1,007,801 (14)

2022 503,795 (15)

— 950,036 330,699 23,878 (16)

________________________

(1) Salary, non-equity incentive plan compensation (bonuses) and amounts in the “All Other Compensation” column for all named executive officers are determined in U.S.

However, 2023 and 2022 cash compensation amounts for Mr.

Klompas and Dr.

Astle, and a portion of 2023 cash compensation amounts for Dr.

Moore, were paid in Canadian dollars and have been converted to U.S.

dollars for the purposes of the table.

For 2023 and 2022, the U.S.

dollar per Canadian dollar exchange rates used for such conversions were 0.7410 and 0.7685, which were the average annual Bank of Canada exchange rates for 2023 and 2022, respectively.

Cash compensation amounts for Mr.

Galbraith were paid in British pounds and have been converted to U.S.

dollars for the purposes of the table.

For 2023 and 2022 the U.S.

dollar per British pound exchange rate used for such conversion were 1.2437 and 1.2354, which were the average annual Bank of Canada exchange rate for 2023 and 2022, respectively.

(2) The amounts set forth in these columns reflect the aggregate grant date fair value for restricted stock unit awards and option awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation.

See Note 2 to the “Notes to Consolidated Financial Statements – Summary of Significant Accounting Policies – Stock-Based Compensation” and Note 10(e) “Notes to Consolidated Financial Statements – Shareholders’ Equity – Stock Based Compensation” included in this Annual Report on Form 10-K for our year ended December 31, 2023.

(3)The amounts reflect the dollar value of incentive bonuses paid in 2024 and 2023 for performance during 2023 and 2022, respectively, as discussed further above under “ Executive Compensation – Components of Compensation Package – Cash Bonus .”

Galbraith has served as our Chief Executive Officer and Chair of our board of directors since January 2022.

In addition, Mr.

Galbraith has served as our President since June 2023 and previously served as our President from January 2022 to August 2022.

(5) Of the total amount for 2023, (i) $53,260 represents accommodation benefits, (ii) $6,547 represents Company contributions to a defined contribution pension plan , (iii) $746 represents life insurance premiums through our group extended benefit plan, (iv) $17,593 represents airfare for immediate family members in accordance with the terms of Mr.

Galbraith’s employment agreement, and (v) $11,000 represents an estimated tax equalization payment (which includes $6,000 for estimated tax gross-up) in connection with taxation attributable to the performance of work outside the United Kingdom.

(6) Of the total amount for 2022, (i) $45,724 represents accommodation benefits, (ii) $20,263 represents Company contributions to a defined contribution pension plan, (iii) $2,158 represents life insurance premiums through our group extended benefit plan, a nd (iv) $13,104 represents airfare for immediate family members in accordance with the terms of Mr.

Galbraith’s employment agreement.

Astle joined Zymeworks in April 2021 as Executive Director, Corporate and Commercial Finance and was promoted to Senior Vice President and Chief Financial Officer in February 2022.

(8) Of the total amount for 2023, (i) $131,229 represents accommodation benefits (which includes $61,021 for tax gross-up), (ii) $13,289 represents Company contributions to our registered retirement sav ings plan, and (iii) $2,712 represents life insurance premiums through our group extended benefit plan.

(9) Of the total amount for 2022, (i) $136,960 represents accommodation benefits (which includes $63,686 for tax gross-up), (ii) $21,525 represents Company contributi ons to our registered retirement savings plan, and (iii) $951 represents life insurance premiums through our group extended benefit plan.

Moore has served as our Chief Scientific Officer since July 2022.

Moore was not a named executive officer in 2022.

Moore’s compensation for 2022 is not included in the table above.

(11) Of the total amount for 2023, (i) $41,496 represents accommodation benefits, (ii) $163,115 represents relocation expenses (which includes $77,334 for tax gross-up), (iii) $ 19,800 represents Company contributions to our 401(k) plan, and (iv) $351 represents life insurance premiums through our group extended benefit plan.

Klompas served as our Chief Operating Officer and Chief Financial Officer until February 2022, as our Chief Operating Officer from February 2022 until August 2022, and as our President and Chief Operating Officer from August 2022 to June 2023.

(13) Included in the total amount for 2023 is $54,942 which represents payment of accrued vacation.

(14) Of the total amount for 2023, (i) $990,970 represents severance payments and benefits under a separation agreement, (ii) $15,998 represents Company contributions to our registered retirement savings plan and, (iii) $833 represents life insurance premiums through our group extended benefit plan.

(15) Included in the total amount for 2022 is $47,624 which represents payment of accrued vacation.

(16) Of the total amount for 2022, (i) $23,004 represents Company contributions to our registered retirement savings plan and (ii) $874 represents life insurance premiums through our group extended benefit plan.

Outstanding Equity Awards at 2023 Year End

The following table lists all outstanding equity awards granted in Canadian dollars under our Second Amended and Restated Stock Option Plan, as amended (the “Original Plan”) and equity awards granted in U.S.

dollars under the Equity Compensation Plan and our Inducement Stock Option and Equity Compensation Plan (the “Inducement Plan”) held by our named executive officers as of December 31, 2023:

Option Awards Stock Awards

Grant Date Number of Securities Underlying Unexercised Options

Exercisable (1)

Number of Securities Underlying Unexercised Options

Unexercisable (1)

Option Exercise Price

Option Expiration Date Number of Shares or Units of Stock That Have Not Vested

Market Value of Shares or Units of Stock That Have Not Vested

Kenneth Galbraith 1/15/2022 250,000 250,000 14.97 1/14/2023 — —

1/5/2023 — 215,000 8.00 1/4/2033 — —

12/22/2022 — — — — 100,000 (4)

1/5/2023 — — — — 143,000 1,485,770

Christopher Astle 5/17/2021 11,500 5,750 26.68 (5)

5/16/2031 — —

3/10/2022 57,292 67,708 7.00 3/9/2022 — —

1/5/2023 — 47,000 8.00 1/4/2033 — —

1/5/2023 — — — — 31,500 327,285

Paul Moore 7/18/2022 75,000 125,000 5.82 7/17/2032 — —

1/5/2023 — 77,500 8.00 1/4/2033 — —

1/5/2023 — — 0.00 — 51,500 535,085

Neil Klompas 1/1/2015 23,464 — 10.70 1/1/2025 — —

1/29/2016 125,700 — 8.97 1/29/2026 — —

2/3/2017 35,615 — 16.75 2/3/2027 — —

6/12/2017 85,000 — 9.82 6/12/2027 — —

3/19/2018 75,000 — 11.84 3/18/2028 — —

1/8/2019 90,000 — 15.53 1/7/2029 — —

3/27/2019 15,000 — 15.23 3/26/2029 — —

3/10/2020 43,125 1,875 35.20 3/9/2030 — —

3/10/2021 34,531 14,219 34.82 3/9/2031 — —

3/10/2022 91,667 108,333 7.00 3/9/2032 — —

1/5/2023 — 87,500 8.00 1/4/2033 — —

3/10/2021 — — — — 2,709 28,147

1/5/2023 — — — — 58,500 607,815

________________________

(1) Options vest and become exercisable with respect to (i) 25% of the underlying shares one year after the grant date and (ii) the remainder of the underlying shares in 36 equal monthly installments following the first anniversary of the date of grant, subject to the optionee’s continued service through each vesting date and any applicable acceleration of vesting provisions described under the section below entitled “ Executive Employment Arrangements and Potential Payments upon Termination or Change in Control .”

(2) Unless otherwise noted, restricted stock units vest in three equal annual installments on each of the first, second, and third anniversaries of the date of grant, subject to the holder’s continued service through each vesting date and any applicable acceleration of vesting provisions described under the section below entitled “ Executive Employment Arrangements and Potential Payments upon Termination or Change in Control .”

(3) Market value of restricted stock units that have not vested is based on the closing price of the Company’s common shares on Nasdaq on December 29, 2023, which was $10.39 per share.

(4) These restricted stock units vest on the third anniversary of the date of grant, subject to the holder’s continued service.

Pursuant to the terms of Mr.

Galbraith’s grant agreement with respect to these restricted stock units, (i) if Mr.

Galbraith’s employment is terminated by the Company without cause, 100% of the restricted stock units will fully vest, and (ii) if on or within twelve months following a change of control (as defined in Mr.

Galbraith’s employment agreement) or within three months prior to a change of control, Mr.

Galbraith’s employment with the Company terminates due to his resignation for good reason, 100% of the restricted stock units will fully vest, in each case of (i) and (ii) subject to Mr.

Galbraith having entered into a valid and enforceable settlement agreement with the Company on terms satisfactory to the

These restricted stock units also are subject to the applicable acceleration of vesting provisions described for Mr.

Galbraith under the section below entitled “ Executive Employment Arrangements and Potential Payments upon Termination or Change in Control .”

(5) These options were granted with exercise prices denominated in Canadian dollars.

dollar per Canadian dollar exchange rate used to convert option exercise price to U.S.

dollars was 0.7410, which was the average annual Bank of Canada exchange rate for 2023.

Pension Benefits

We do not have any qualified or non-qualified defined benefit pension plans.

Non-qualified Deferred Compensation

We do not have any non-qualified defined contribution plans or other deferred compensation plans.

Executive Employment Arrangements and Potential Payments upon Termination or Change in Control

Executive Employment Arrangements

Key provisions of the employment agreements that were in effect as of December 31, 2023, for our named executive officers are described below.

Kenneth Galbraith .

In connection with Mr.

Galbraith’s appointment as President and Chief Executive Officer in January 2022, Mr.

Galbraith entered into an employment agreement with us (the “Original Agreement”), on December 30, 2022 Zymeworks BC and Zymeworks Management Inc., our subsidiaries, and Mr.

Galbraith entered into an amendment to the Original Agreement (the “First Amendment”), and on January 3, 2024, Zymeworks BC and Mr.

Galbraith entered into a second amendment (the “Second Amendment” and the Original Agreement, as amended by the First Amendment and the Second Amendment, the “Galbraith Employment Agreement”).

The Galbraith Employment Agreement does not have a specific term.

The Second Amendment established Mr.

Galbraith’s principal place of employment as the United Kingdom, or another location as agreed upon between the parties, which removes the requirement for Mr.

Galbraith to relocate to Vancouver, British Columbia or Seattle, Washington, and incorporated certain extensions of compensation and benefit provisions, as described below.

Pursuant to the Galbraith Employment Agreement, Mr.

Galbraith is entitled to the following compensation and benefits:

• An annual base salary of $600,000, with eligibility to earn an annual discretionary bonus of up to 60% of his annual base salary, based upon the achievement of certain Company goals determined by the board of directors.

Galbraith’s current annual base salary is $655,000 and his target annual discretionary bonus remains at 60% of his annual base salary;

• Options, which were granted to Mr.

Galbraith in 2022, to purchase 500,000 of our common shares at an exercise price per share equal to the fair market value on the date of grant (the “Inducement Options”).

25% of the Inducement Options vest and become exercisable on the one-year anniversary of the date of grant, and thereafter 1/36th of the remaining Inducement Options will vest on the last day of each month, until all of the Inducement Options have vested, subject to Mr.

Galbraith’s continued service;

• Eligibility to participate in our employee benefit plans, policies and arrangements that, in the aggregate, are reasonably consistent with other executive officers generally, as well as reimbursement for certain fees and costs related to membership in certain professional associations and professional development;

• Enrollment in a qualifying pension scheme under the UK Pensions Act 2008;

• Prior to the Second Amendment, the Galbraith Employment Agreement provided for reimbursement of relocation expenses up to a maximum gross amount of $300,000, grossed up for the impact of any tax withholding, for reasonable moving expenses incurred by Mr.

Galbraith and his immediate family during relocation from Mr.

Galbraith’s primary residence to Vancouver, British Columbia or Seattle, Washington if he relocated on or before July 15, 2024 (under the Original Agreement, this related to a relocation within the first eighteen months of employment), with the total amount reimbursed under this provision required to be repaid if Mr.

Galbraith’s employment had terminated within three years (two years under the Original Agreement) following the effective date of employment.

The Second Amendment removed the requirement to relocate, and deleted this provision regarding relocation expenses;

• Temporary housing for Mr.

Galbraith in Vancouver, British Columbia, grossed up for the impact of any tax withholding.

The First Amendment had provided for this benefit through the earlier of Mr.

Galbraith’s relocation or July 15, 2024, and under the Original Agreement, this was through the earlier of Mr.

Galbraith’s relocation or the date that is 18 months following the effective date of employment;

• Reimbursement of reasonable travel and living expenses when traveling from his home to Vancouver, British Columbia or Seattle, Washington for his employment duties, as well as reimbursement or Company payment for reasonable airfare and lodging expenses for Mr.

Galbraith and his immediate family for one trip per calendar year to Vancouver, British Columbia or Seattle, Washington, as applicable (under the Original Agreement, this related to trips that occurred prior to the end of 2023 under the Original Agreement, and under the First Amendment, to trips that occurred prior to the end of 2024);

• A tax equalization payment if Mr.

Galbraith is subject to income taxation or other taxation outside of the United Kingdom during the period of his employment, grossed up for the impact of any tax withholding, and tax preparation services;

• If we terminate Mr.

Galbraith’s employment during his first three years of employment, then Mr.

Galbraith will be eligible to receive twelve months of notice or the equivalent of twelve months of base salary as of the date notice is given, or any combination thereof that totals twelve months of combined notice and base salary.

Commencing in the fourth year of his employment, if we terminate Mr.

Galbraith’s employment, Mr.

Galbraith will be eligible to receive an additional one month of notice or the equivalent of one month of base salary as of the date notice is given, or any combination thereof, for each additional completed year of service, up to a total maximum of eighteen months.

Galbraith will also be eligible for continuation of group health and dental benefits through the applicable notice period to the extent permitted by any applicable benefit plan;

• In the event of termination on death or disability, as defined in our long-term disability plan or policy then in effect with respect to him, Mr.

Galbraith, or his estate, will receive (x) a lump sum payment equal to the difference between (1) eighteen months of base salary plus target annual cash bonus as of the date of death or disability and (2) the amount that Mr.

Galbraith or his estate will receive as a result of death or disability under our applicable insurance policies in effect as of the date of termination, (y) group extended health and dental benefits continuation for his surviving family members for eighteen months (or lump sum payment for the premium costs of such benefits in lieu thereof), and (z) full vesting acceleration of all unvested and outstanding stock options or other equity grants made to Mr.

Galbraith as of the date of death or disability;

Galbraith’s employment is terminated by us without cause on or within twelve months following, or within three months prior to, a change of control (as defined in the Galbraith Employment Agreement), Mr.

Galbraith will be eligible to receive (x) a lump sum payment of eighteen months of base salary and 100% of target annual cash bonus as of the date of termination, (y) group extended health and dental benefits continuation as of the date of termination for eighteen months (or lump sum payment for the premium costs of such benefit plans in lieu thereof) and (z) full vesting acceleration of all unvested and outstanding stock options or other equity grants as of the date of termination.

Such payments will be subject to Mr.

Galbraith entering into a valid settlement agreement with us;

• In addition, the Galbraith Employment Agreement requires Mr.

Galbraith, among other things, not to compete, either directly or indirectly, with us while employed by us and for up to six months following the termination of his employment with us.

The Galbraith Employment Agreement also requires Mr.

Galbraith not to solicit our employees or consultants to terminate their relationship with us while he is employed by us and for up to one year following the termination of his employment with us.

On August 4, 2022, Mr.

Galbraith ceased to serve in the role of our President, which role was then assumed by Mr.

Klompas, and Mr.

Galbraith continued in the role of Chair of the Board of Directors and Chief Executive Officer.

Effective upon Mr.

Klompas’ departure in June 2023, Mr.

Galbraith was re-appointed as our President.

The compensatory and other material terms of Mr.

Galbraith’s employment with us were unchanged in connection with his re-appointment as our President.

Neil Klompas.

On August 4, 2022, the board of directors appointed Mr.

Klompas as our President, effective August 4, 2022.

Klompas continued in the role of Chief Operating Officer following his appointment our President.

The compensatory and other material terms of Mr.

Klompas’ employment with us, described below, were unchanged in connection with his appointment as President.

Effective June 30, 2023, Mr.

Klompas stepped down as our President and Chief Operating Officer and separated from employment.

In May 2023, in anticipation of Mr.

Klompas’ departure, Zymeworks BC and Mr.

Klompas entered into a separation agreement and release (the “Klompas Separation Agreement”) providing for certain benefits, including:

• A lump sum payment of $1,000,000, equivalent to twenty-four (24) months of his then-current base salary, which payment was subject to Mr.

Klompas not being terminated for cause prior to the June 30, 2023 (Mr.

Klompas was not terminated for cause prior to such date and therefore became entitled to this payment).

Klompas was not eligible for any annual performance bonus with respect to our 2023 fiscal year;

• Eligibility for Mr.

Klompas and his spouse to participate in our employee benefit plans for the lesser of (a) twenty-four (24) months following June 30, 2023 and (b) the date of enrollment in the benefit plans of a new employer;

• Payments of $7,500 for professional development and continuing educational courses and $2,500 for legal fees incurred in the review of the Klompas Separation Agreement, and reimbursement for laptop and provision of related peripherals;

• Entry into a consulting services agreement (the “Klompas Consulting Agreement”), whereby Mr.

Klompas will assist with certain transitional matters at the request and direction of Zymeworks BC on an as needed basis.

The Klompas Consulting Agreement became effective on June 30, 2023 and is scheduled to expire on June 30, 2025.

Klompas will be entitled to continued vesting and exercise benefits for outstanding stock options and restricted stock units under our equity incentive plans for the duration of the Klompas Consulting Agreement as well as certain cash payments at a rate of $300/hour for any services provided in excess of five hours per week.

If a change of control (as such term is defined in the Equity Compensation Plan) had occurred prior to the expiration or earlier termination of the Klompas Consulting Agreement, any unvested options and restricted stock units held by Mr.

Klompas immediately prior to such change of control that would have vested on or prior to June 30, 2025 had Mr.

Klompas remained as a service provider through such date, would have been accelerated such that they would have been vested as of immediately prior to and contingent upon such change of control.

Following the termination of the Klompas Consulting Agreement, and provided that Mr.

Klompas (i) had not been terminated for cause prior to June 30, 2023 (Mr.

Klompas was not terminated for cause prior to such date) and (ii) timely executed a supplemental release agreement, Mr.

Klompas will have the period from the termination of the Klompas Consulting Agreement to June 30, 2026 to exercise any vested Company stock options, subject to any such options’ earlier expiration during such period;

• Reimbursement for all reasonable and documented business expenses actually and properly incurred in relation to Zymeworks BC’s and our business up to June 30, 2023.

In addition to providing a release of claims in favor of the Company, the Klompas Separation Agreement reaffirmed Mr.

Klompas’ agreement to be bound by the confidentiality provisions and the restrictive covenants of his employment agreement, which include a requirement that Mr.

Klompas not solicit our employees to terminate their relationship with us while he is employed by us and for up to one year following the termination of his employment with us, and a requirement, modified by the Klompas Separation Agreement, that he will not compete with us, while employed by us and for up to six months following the termination of his employment, either directly or indirectly, with respect to certain aspects of our business with which he was materially involved in the last 12 months of his employment with us.

Klompas’ separation from employment with us, Mr.

Klompas was subject to an employment agreement with us, which had been entered into with him on January 25, 2007 and amended from time to time, as well as to the later Klompas Promotion Letter, described below.

The 2007 employment agreement with Mr.

Klompas had set forth the initial terms and conditions of his employment and had provided for his initial base salary and initial equity award, and which included, among other things, provisions regarding confidentiality, ownership of developments, non-competition and non-solicitation, as well as eligibility for our incentive plans, reimbursements for certain professional association memberships and professional development fees and costs, and the ability to participate in generally available benefits.

This agreement was amended on October 23, 2007, and January 1, 2014.

On January 17, 2017, we entered into an amended and restated employment agreement with Mr.

Klompas that superseded and replaced the January 2007 agreement, as amended, and set forth revised termination and change of control provisions.

Under the revised not-for-cause termination severance provisions, during the first three years of employment, Mr.

Klompas was entitled to 12 months of written notice or payment in lieu of notice equal to 12 months of his base salary and continuation of benefits for 12 months, or any combination thereof.

Commencing in the fourth year of employment, Mr.

Klompas was entitled to an additional one month’s notice, or the equivalent base salary and continuation of benefits, or any combination thereof, for each additional completed year of service, up to a total maximum of 18 months.

Klompas were terminated without cause within 12 months following a change of control, he would have received severance equal to 18 months of his base salary, continuation of benefits for 18 months and full vesting acceleration of all unvested stock options or other equity grants made as at that date.

Any severance payments payable under the agreement in excess of any minimum required by certain applicable laws were conditional upon Mr.

Klompas’ release of claims against us.

In connection with Mr.

Klompas’ appointment as Chief Operating Officer in January 2022, we provided Mr.

Klompas with a promotion letter (the “Klompas Promotion Letter”), which reflected increases to his then-current base salary and annual bonus opportunity.

In January 2023, Mr.

Klompas’ base salary was increased to $500,000, which increase was given retroactive effect to August 4, 2022 in connection with his appointment as President, and his annual target bonus remained at 45% of his base salary.

Christopher Astle.

In connection with Dr.

Christopher Astle’s appointment as Senior Vice President and Chief Financial Officer, we entered into an amended and restated employment agreement with Dr.

Astle effective as of February 24, 2022 (the “Astle Employment Agreement”).

The Astle Employment Agreement does not have a specific term.

Pursuant to the Astle Employment Agreement, Dr.

Astle is entitled to the following compensation and benefits:

• An annual base salary of $375,000, with eligibility to earn an annual discretionary bonus of up to 35% of his annual base salary, based upon the achievement of certain Company goals determined by the board of directors.

Astle’s current annual base salary is $425,000 and his target annual discretionary bonus for 2024 has been set at 40% of his annual base salary;

• Options, which were granted to Dr.

Astle in 2022, to purchase 125,000 of our common shares at an exercise price per share equal to the fair market value on the date of grant.

The options were granted under the Equity Compensation Plan.

25% of the options will vest and become exercisable on the one-year anniversary of the date of grant, and thereafter 1/36 th of the remaining options will vest on the last day of each month, until all of the options have vested, subject to Dr.

Astle’s continued service;

• Eligibility to participate in our employee benefit plans, policies and arrangements, as well as reimbursement for certain fees and costs related to membership in certain professional associations and professional development;

• If we terminate Dr.

Astle’s employment without cause prior to April 1, 2024, then Dr.

Astle will be eligible to receive twelve months of notice or the equivalent of twelve months of base salary as of the date notice is given, or any combination thereof that totals twelve months of combined notice and base salary.

Commencing in the fourth year of his employment, if we terminate Dr.

Astle’s employment without cause, Dr.

Astle will be eligible to receive an additional one month of notice or the equivalent of one month of base salary as of the date notice is given, or any combination thereof, for each additional completed year of service after April 1, 2024, up to a total maximum of eighteen months.

Astle will also be eligible for continuation of group health and dental benefits through the applicable notice period to the extent permitted by any applicable benefit plan.

Such payments will be subject to Dr.

Astle entering into a valid settlement agreement with us;

Astle’s employment is terminated by us without cause on or within twelve months following a change of control (as defined in the Astle Employment Agreement), Dr.

Astle will be eligible to receive (x) eighteen months of base salary, (y) group extended health and dental benefits continuation as of the date of termination for eighteen months and (z) full vesting acceleration of all unvested and outstanding stock options or other equity grants as of the date of termination.

Such payments will be subject to Dr.

Astle entering into a valid settlement agreement with us;

• In addition, the Astle Employment Agreement requires Dr.

Astle, among other things, not to compete, either directly or indirectly, with us while employed by us and for up to six months following the termination of his employment with us.

The Astle Employment Agreement also requires Dr.

Astle not to solicit our employees to terminate their relationship with us while he is employed by us and for up to one year following the termination of his employment with us.

On November 17, 2022, we entered into an amendment with Dr.

Astle to the Astle Employment Agreement.

The amendment amends the Astle Employment Agreement to provide to Dr.

Astle certain corporate housing benefits based on need (as determined in our discretion) in the Vancouver, British Columbia metropolitan area.

In addition to the corporate housing benefits, the amendment provides for a gross-up to Dr.

Astle for the impact of any tax withholding related to the corporate housing benefits.

On July 18, 2022, the Company and Zymeworks Biopharmaceuticals Inc., a subsidiary of the Company, entered into an employment agreement with Dr.

Moore setting forth the terms and conditions of his employment as Chief Scientific Officer of the Company (the “Initial Employment Agreement”).

In connection with Dr.

Moore’s planned relocation from the United States to Canada, the Company and our subsidiary Zymeworks BC entered into an amended and restated employment agreement with Dr.

Moore (the “Moore Employment Agreement”) that supersedes and replaces the Initial Employment Agreement.

The Moore Employment Agreement does not have a stated term.

Pursuant to the Moore Employment Agreement, Dr.

Moore is entitled to the following compensation and benefits:

• An annual base salary of $465,000, with eligibility to earn an annual discretionary bonus of up to 45% of his annual base salary, based upon the achievement of certain Company goals determined by the board of directors.

Moore’s current annual base salary is $495,000 and his target annual discretionary bonus remains at 45% of his annual base salary;

• Reimbursement of relocation expenses up to a maximum of $200,000, grossed-up to offset the impact of any taxes on such payment, for reasonable and customary moving expenses that Dr.

Moore incurs within eighteen months of his July 18, 2022 start date in connection with his relocation to the Vancouver, British Columbia metropolitan area, as contemplated in the Initial Employment Agreement.

• A tax equalization payment if Dr.

Moore is subject to income taxation in Canada in a given year equal to the difference between (i) the sum of total Canadian taxes plus any U.S.

federal, state and local income taxes, that Dr.

Moore is or would be obligated to pay for an applicable tax year, and (ii) the amount of U.S.

federal, state and local tax liability had Dr.

Moore worked in the United States for the entire tax year.

Any tax equalization payment will be grossed-up to offset the impact of taxes on such payment.

• Provision of tax preparation support or reimbursement of up to $5,000 per year for additional tax preparation expenses of Dr.

Moore for a period of two years from his July 18, 2022 start date.

• If we terminate Dr.

Moore’s employment without cause during his first three years of employment, then Dr.

Moore will be eligible to receive twelve months of notice or the equivalent of twelve months of base salary as of the date notice is given, or any combination thereof that totals twelve months of combined notice and base salary.

Commencing in the fourth year of his employment, if we terminate Dr.

Moore’s employment without cause, Dr.

Moore will be eligible to receive an additional one month of notice or the equivalent of one month of base salary as of the date notice is given, or any combination thereof, for each additional completed year of service, up to a total maximum of eighteen months.

Moore will also be eligible for continuation of group health and dental benefits through the applicable notice period to the extent permitted by any applicable benefit plan;

Such payments will be subject to Dr.

Moore entering into a valid separation and release agreement with us;

Moore’s employment is terminated by us without cause on or within twelve months following a change of control (as defined in the Moore Employment Agreement), Dr.

Moore will be eligible to receive as severance (x) eighteen months continued base salary following termination, (y) group extended health and dental benefits as of the date of termination for eighteen months, and (z) full vesting acceleration of all unvested and outstanding stock options or other equity grants as of the date of termination.

Such payments will be subject to Dr.

Moore entering into a valid separation and release agreement with us;

• In addition, the Moore Employment Agreement requires Dr.

Moore, among other things, not to compete, either directly or indirectly, with us while employed by us and for up to six months following the termination of his employment with us.

The Moore Employment Agreement also requires Dr.

Moore not to solicit our employees to terminate their relationship with us while he is employed by us and for up to one year following the termination of his employment with us.

Equity Compensation Plan Information

Under our Original Plan, upon a transaction in which equity securities representing more than 66 2/3% of our common stock are sold (a “substantial sale”), if the purchaser offers to buy out options, the options must be sold to the purchaser at a purchase price equal to (x) the price per share in the transaction (calculated in accordance with the terms of the Original Plan) minus the exercise price per share, multiplied by (y) the number of shares then exercisable under the option.

If the option holders do not sell their options to the purchaser, such options will terminate upon completion of the substantial sale.

Under our Equity Compensation Plan and our Inducement Plan, in connection with a change of control (as defined in the applicable plan), our board of directors or the committee to which our board of directors has delegated authority to administer the applicable plan (either, the “Administrator”) has the right to provide for the conversion or exchange of any outstanding awards into or for options, rights or other securities in any entity participating in or resulting from a change of control, cash or other property.

If we enter into an agreement for a transaction that, if completed, would result in a change of control, or otherwise becomes aware of a pending change of control, we will give written notice to the award holders regarding the

potential change of control and a description of the effect of the change of control on outstanding awards at least seven (7) days prior to the closing of change of control.

Under our Equity Compensation Plan and Inducement Plan, the Administrator may, in its discretion, accelerate the vesting and/or expiration date of any or all outstanding awards in connection with the change of control to provide that such designated awards shall be fully vested and any options not exercised within the specified period will be terminated after the completion of the change of control.

If the change of control would also result in a capital reorganization, arrangement, amalgamation or reclassification of our share capital (and if the vesting and expiration of the awards has not been accelerated as contemplated by the prior sentence), upon completion of the change of control, the number and kind of shares subject to outstanding awards and, if applicable, the exercise price per share of options shall be appropriately adjusted (including by substituting the awards for awards with respect to securities in any successor entity to us) in such manner as the Administrator considers equitable to prevent substantial dilution or enlargement of the rights granted to Award holders.

The Administrator also may make changes to the terms of the awards or the Equity Compensation Plan or Inducement Plan to the extent necessary or desirable to comply with any rules, regulations or policies of any stock exchange on which any of our securities may be listed, provided that the value of previously granted awards and the rights of award holders are not materially adversely affected by any such changes.

In addition, in the event of a potential change of control, the Administrator may, in its sole discretion, modify the terms of the plan and/or the awards to assist the participants to tender into a take-over bid or other transaction leading to a change of control, including the authority to allow participants to conditionally exercise options.

Director Compensation Table

The following table presents the compensation awarded to, earned by or paid to our directors (other than Mr.

Galbraith, whose compensation is provided in the Summary Compensation Table above) for the year ended December 31, 2023.

Cesano and Mr.

Platshon are not included in the table below as they did not join the board of directors until 2024.

We do not currently have director compensation in the form of share-based awards (other than stock options), non-equity incentive plan compensation or non-qualified deferred compensation.

Fees Earned or Paid in Cash ($) Option Awards

All Other Compensation Total

Carlos Campoy 25,875 483,094 — 508,969

Cox 51,077 212,754 — 263,831

Nancy Davidson 4,333 (3)

436,683 — 441,016

Kenneth Hillan 53,788 212,754 — 266,542

Susan Mahony 49,072 212,754 — 261,826

Miller 29,480 504,121 21,545 (4)

Kelvin Neu (4)

49,703 212,754 — 262,457

Renton 51,245 212,754 — 263,999

Natalie Sacks 29,391 — — 29,391

Zoth 84,845 — — 84,845

________________________

(1) The amounts set forth in this column reflect the aggregate grant date fair value for option awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation.

See Note 2 to the “ Notes to Consolidated Financial Statements – Summary of Significant Accounting Policies – Stock-Based Compensation ” and Note 10(e) “ Notes to Consolidated Financial Statements – Stockholders’ Equity Stock- Based Compensation ” included in this Annual Report on Form 10-K for our year ended December 31, 2023.

(2) As of December 31, 2023, directors held the following number of options to purchase Company common shares:

Campoy, 87,000;

Cox, 110,000;

Davidson, 74,000;

Hillan, 121,425;

Mahony, 110,000;

Miller, 87,000;

Renton, 121,425;

Sacks, 78,140;

Zoth, 86,117.

(3) In 2023, cash compensation for non-employee directors was paid in advance for directors serving on the board of directors at the beginning of each of the first, second, third and fourth quarters of 2023.

In the fourth quarter of 2023, the board of directors changed the cash compensation approach such that, going forward, cash compensation would be payable quarterly in arrears.

As a result of this change, the amount included in this column for Dr.

Davidson reflects the pro-rated cash compensation earned during the fiscal year ended December 31, 2023 by Dr.

Miller provided consulting services to us pursuant to the Consulting Agreement (as defined below) the Company entered into with Derek J Miller Consulting LLC, a limited liability company owned by Derek Miller in May 2022.

The amounts set forth above reflect consulting fees paid to Mr.

Miller for the year ended December 31, 2023.

In total, we have paid Mr.

Miller an aggregate of approximately $36,000 for such consulting services, of which (i) approximately $22,000 was paid for services rendered prior to Mr.

Miller’s appointment to the board of directors and (ii) approximately $14,000 was paid for services rendered since Mr.

Miller joined the board of directors.

2023, we entered into a Termination of Consulting Agreement and Further Amended and Restated Statement of Work #1 with Derek J Miller Consulting LLC, which provided for, among other things, the termination of the Consulting Agreement effective as of November 30, 2023.

Neu joined the Company’s board of directors in March 2020.

Neu was an employee of Baker Bros.

Advisors LP until January 2021.

Pursuant to the terms of Dr.

Neu’s employment by Baker Brothers Advisors LP, the options granted to him in 2020 were, and will continue to be, beneficially owned by Baker Bros.

Director Compensation

The written charter of our compensation committee provides that the compensation committee will review compensation for members of our board of directors on at least an annual basis, taking into account their responsibilities and time commitment and information regarding the compensation paid at peer companies.

The compensation committee will make recommendations to our board of directors with respect to changes to our approach to director compensation as it considers appropriate.

In November 2022, the compensation committee worked with Aon to update prior competitive assessments of our board of director compensation program.

Based on these findings, in November 2022, the compensation committee recommended, and the board of directors approved, the following changes to the cash and equity compensation of non-employee directors:

• The cash component for board of directors and committee membership was maintained at the 2022 levels, with the exception that the cash retainer fee for service as chair of the compensation committee was increased from $10,000 to $12,000, the cash retainer fee for service as a member of the compensation committee was increased from $5,000 to $6,000, the cash retainer fee for service as chair of the nominating and corporate governance committee increased from $7,500 to $8,500, and the cash retainer fee for service as a member of the nominating and corporate governance committee was increased from $3,750 to $4,250 (in each case effective January 2023);

• The initial option grant for new directors, to be granted on or about the time of the director joining the board of directors, was changed from 40,000 to 50,000 options, with the vesting schedule remaining as 1/36 th of the options vesting on each monthly anniversary of the grant date, subject to the director’s continued service (effective November 2022);

• The annual equity grant to directors, to be granted at or about the time of our annual meeting of stockholders, was changed from 20,000 options to 25,000 options, with the vesting schedule remaining 100% of the options vesting on the date of the next year’s annual meeting of stockholders, subject to the director’s continued service through such date (effective November 2022).

In May 2023, the board of directors approved, with input from the compensation committee and nominating and corporate governance committee, certain amendments to our board of directors compensation program to provide for:

(i) full acceleration of vesting of options granted as annual equity awards in connection with our 2022 annual meeting of stockholders for directors departing on or after the restatement of the policy on May 24, 2023 and at or prior to the 2023 annual meeting of stockholders, (ii) pro rata acceleration of vesting of options granted as annual equity awards in connection with the 2023 annual meeting of stockholders for directors departing after the 2023 annual meeting of stockholders but at or before our 2024 annual meeting of stockholders, with the pro rata acceleration determined based on the number of full or partial months served as a non-employee director on and after the 2023 annual meeting of stockholders date, and (iii) extension of the post-termination exercise period for vested options held by departing directors to three years following the director’s cessation of service (or, if earlier, upon the expiration of the option).

In November 2023, the compensation committees worked with Aon to again update prior competitive assessments of our board of director compensation program.

Based on these findings, in November 2023, the compensation committee recommended certain changes to the non-employee director compensation program.

In December 2023, the board of directors approved, following its annual assessment of the director compensation program and including its consideration of the input and recommendations from the compensation committee, the following changes to the cash and equity compensation of non-employee directors (as amended, the “Amended and Restated Director Compensation Policy”), which changes adjust the director compensation program to more closely align with the non-employee director compensation practices of the Company’s peer group:

• Beginning January 1, 2024, the annual cash retainer fee for service as chair of the audit committee will be increased from $15,000 to $20,000, the annual cash retainer fee for service as a member of the audit committee will be increased from $7,500 to $10,000, the annual cash retainer fee for service as chair of the compensation committee will be increased from $12,000 to $15,000, the annual cash retainer fee for service as a member of the compensation committee will be increased from $6,000 to $7,500, the annual cash retainer fee for service as chair of the nominating

and corporate governance committee will be increased from $8,500 to $10,000, the annual cash retainer fee for service as a member of the nominating and corporate governance committee will be increased from $4,250 to $5,000;

• Effective immediately, the initial option grants for new non-employee directors, to be granted on or about the time of the director joining the board of directors, were changed from options to purchase 50,000 shares of Company common stock to options to purchase 74,000 shares of Company common stock, with the vesting schedule remaining as 1/36th of the shares subject to the option vesting on each monthly anniversary of the grant date, subject to the director’s continued service;

• Effective immediately, the annual equity grant to continuing non-employee directors, to be granted at or about the time of our annual meeting of stockholders, was changed from options to purchase 25,000 shares of Company common stock to 37,000 shares, with the vesting schedule remaining 100% of the shares subject to the option vesting on the date of the next year’s annual meeting of stockholders, subject to the optionee’s continued service through such date.

Following the recommendation of the compensation committee, the board of directors also determined to not implement stock ownership guidelines at this time.

No other changes to board of director compensation were made for 2023.

Cash Compensation for Directors

In 2023, we provided the below annual cash retainer fees for service on our board of directors and committees.

The fees for service on committees are in addition to the annual retainer fees for service on the board of directors.

Effective January 1, 2023

Effective January 1, 2024

Board of Directors:

Lead Independent Director

Audit Committee:

Compensation Committee:

Nominating and Corporate Governance Committee:

Research and Development Committee:

Cash retainer fees were amended in December 2023 as discussed above.

Equity Compensation for Directors

Beginning from December 2023, new non-employee directors will be granted an initial option grant to purchase 74,000 shares of common stock, to be granted on or about the time such director joins the board of directors, with a vesting schedule of 1/36th of the options vesting on each monthly anniversary of the grant date, subject to the optionee’s continued service through such date.

In addition, non-employee directors will be granted an annual option grant to purchase 37,000 shares of common stock, to be granted at or about the time of the Company’s annual meeting of stockholders, with a vesting schedule of 100% of the options

vesting on the date of the next year’s annual meeting of stockholders, subject to the optionee’s continued service through such date.

Upon cessation of a non-employee director’s continued service, each outstanding stock option held by such director is subject to (i) full acceleration of vesting of options granted as annual equity awards in connection with our 2022 annual meeting of stockholders for directors departing on or after May 24, 2023 and at or prior to the 2023 annual meeting of stockholders held on December 7, 2023 and (ii) pro rata acceleration of vesting of options granted as annual equity awards in connection with the 2023 annual meeting of stockholders for directors departing after the 2023 annual meeting of stockholders, but at or before our 2024 annual meeting of stockholders, with the pro rata acceleration determined based on the number of full or partial months served as a non-employee director on and after the 2023 annual meeting of stockholders date.

In addition, the post-termination exercise period for vested options held by departing directors is extended to three years following the director’s cessation of service (or, if earlier, upon the expiration of the option).

Expense Reimbursement

Each member of our board of directors is also entitled to reimbursement for reasonable travel and other expenses incurred in connection with attending board meetings and meetings for any committee on which he or she serves.

These amounts are not included in the table above.

Risk Management

As part of its normal practice, the compensation committee evaluates the risk-taking incentives created by our compensation programs, policies and practices and has concluded that such programs, policies and practices are not reasonably likely to have a material adverse effect on the Company.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by Item 12.

Equity Compensation Plan Information

The following table sets forth summary information relating to our Equity Compensation Plan, employee share purchase plan, as amended (the “ESPP”), the Original Plan and the Inducement Plan as of December 31, 2023 :

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)

Weighted average exercise price of outstanding options, warrants, and rights (2)

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column a)

Equity compensation plans approved by security holders

Equity Compensation Plan 7,136,255 (3)

ESPP — — 2,029,328

Original Plan 493,878 $17.07 (5)

Equity compensation plans not approved by security holders

Inducement Plan 700,000 $12.36 50,000

________________________

(1) Includes restricted stock units.

(2) Does not include restricted stock units, which do not have an exercise price.

(3) The original maximum number of common shares reserved for issuance under the Equity Compensation Plan as of June 7, 2018, was 5,686,097.

Beginning in 2019 and ending in 2028, this maximum number may be increased on the first day of each calendar year by up to 4.0% of the number of outstanding shares on the last day of the immediately preceding calendar year.

(4) Stock options granted under the Equity Compensation Plan are granted with exercise prices in both Canadian dollars and U.S.

As of December 31, 2023, there were 6,364,842 outstanding stock options under the Equity Compensation Plan, consisting of 995,600 stock

options with a weighted average exercise price of C$17.98 ($13.32 based on the U.S.

dollar per Canadian dollar exchange rate of 0.7409, which was the average annual Bank of Canada exchange rate for 2023) and 5,369,242 stock options with a weighted average exercise price of $12.45.

(5) Stock options granted under the Original Plan were granted with exercise prices in Canadian dollars.

As of December 31, 2023, there were 493,878 outstanding stock options under the Original Plan, with a weighted average exercise price of C$17.07 ($12.65 based on the U.S.

dollar per Canadian dollar exchange rate of 0.7409, which was the average annual Bank of Canada exchange rate for 2023).

Inducement Plan

Our Inducement Plan was adopted by our board of directors in January 2022, and was amended and restated in October 2022.

The Inducement Plan was adopted without stockholder approval pursuant to the NYSE listing rules related to inducement plans, which are substantially similar to the Nasdaq rules related inducement plans.

The Inducement Plan allows for the grant of options, grant restricted stock, restricted stock units and other share-based awards.

The terms of the Inducement Plan are substantially similar to those of the Equity Compensation Plan, including with respect to treatment of awards in connection with a change of control, as described above.

However, in accordance with the exemption requirements under NYSE and Nasdaq rules, awards under the Inducement Plan may only be made to employees of our Company or our subsidiaries to whom the grant of the award is a material inducement to the individual’s entering into employment with us in accordance with such rules.

Share Ownership

The table below indicates information as of February 29, 2024, regarding the beneficial ownership of our common stock for:

• each person who is known by us to beneficially own more than 5% of our common stock;

• each named executive officer;

• each of our directors;

• all executive officers and directors as a group.

In accordance with SEC rules, for the purposes of calculating percent ownership, as of February 29, 2024, (i) 70,532,213 shares of common stock were issued and outstanding, and, (ii) for any individual who beneficially owned shares represented by exchangeable shares, warrants, options, or restricted stock units that were exercisable or scheduled to vest within sixty days of February 29, 2024, those shares were treated as if outstanding for that person, but not for any other person.

Unless otherwise indicated in the footnotes to the table, and subject to community property laws where applicable, the following persons have sole voting and investment control with respect to the shares beneficially owned by them.

To our knowledge, except as noted in the table below, no person or entity was the beneficial owner of more than 5% of the voting power of our common stock as of February 29, 2024.

Except as otherwise indicated, the address of each of the persons in this table is 108 Patriot Drive, Suite A, Middletown, Delaware 19709 .

Name and Address of Beneficial Owner Common Stock Beneficially Owned Percentage of Shares Beneficially Owned Total Voting Percentage †

5% and Greater Stockholders:

EcoR1 Capital, LLC

14,262,473 (1)

BVF Partners L.P.

5,870,000 (3)

Redmile Group, LLC

5,790,230 (4)

Morgan Stanley

4,842,464 (5)

BlackRock, Inc.

3,923,328 (6)

Directors and Named Executive Officers:

Christopher Astle

Carlos Campoy

Alessandra Cesano

Nancy Davidson

Kenneth Galbraith

Scott Platshon

All Directors, Executive Officers:

All current executive officers and directors as a group (13 persons) (19)

962,331 1.35% 1.33%

________________________

* Less than one percent

† Percentage of total voting power represents voting power with respect to all shares of our common stock and the voting rights of the exchangeable shares exercised via the share of our special voting preferred stock, as a single class.

Each holder of our common stock is entitled to one vote per share, and each holder of an exchangeable share is entitled to voting rights equivalent to one vote per exchangeable share on all matters submitted to our stockholders for a vote.

The common stock and the special voting preferred stock (exercising the voting rights of the exchangeable shares) vote together as a single class on all matters submitted to a vote of our stockholders, except as may otherwise be required by our certificate of incorporation or bylaws.

(1) Consists of (i) 12,658,224 shares of common stock held by EcoR1 Capital Fund Qualified, L.P.

(“Qualified Fund”) and (ii) 781,523 shares of common stock issuable upon the exercise of pre-funded warrants held by Qualified Fund, (iii) 779,249 shares of common stock held by EcoR1 Capital Fund, L.P.

(“Capital Fund”), and (iv) 43,477 shares of common stock issuable upon the exercise of pre-funded warrants held by Capital Fund.

Qualified Fund, Capital Fund and other private investment funds managed by EcoR1 Capital, LLC (collectively, “EcoR1”) are prohibited from exercising such pre-funded warrants, if as a result of such exercise, EcoR1 would beneficially own more than 19.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise.

EcoR1 is managed by EcoR1 Capital, LLC (“EcoR1 LLC”).

Oleg Nodelman, the manager of EcoR1 LLC, has shared voting control and investment discretion over the securities reported herein that are held by EcoR1.

As a result, Mr.

Nodelman may be deemed to have beneficial ownership of the securities that are held by EcoR1.

The address of these entities and this individual is 357 Tehama Street #3, San Francisco, California 94103.

Scott Platshon, a Partner of EcoR1, is a member of the board of directors of the Company.

(2) In December 2023, the Company entered into a securities purchase agreement with funds affiliated with EcoR1 for the sale of an aggregate of 5,086,521 pre-funded warrants to purchase 5,086,521 shares of common stock, $0.00001 par value per share, in a private placement.

Each pre-funded warrant will be exercisable at an exercise price equal to $0.0001 per share, subject to adjustments as provided under the terms of the pre-funded warrant and will be exercisable at any time on or after the closing date, subject to a post-exercise beneficial ownership limitation of 19.99% (“Maximum Percentage”).

For purposes of calculating the Percentage of Shares Beneficially Owned and the Total Voting Percentage, the calculations only include 825,000 shares of common stock issuable upon the exercise of 825,000 pre-funded warrants pursuant to the Maximum Percentage, and do not include the remaining 4,261,521 pre-funded warrants to purchase 4,261,521 shares of our common stock.

(3) Based on a Schedule 13G filed January 3, 2023, consists of 3,146,377 shares of common stock held by Biotechnology Value Fund, L.P.

(“BVF”), 2,370,712 shares of common stock held by Biotechnology Value Fund II, L.P.

(“BVF2”), 267,526 shares of common stock held by Biotechnology Value Trading Fund OS LP (“Trading Fund OS”), and 85,385 shares of common stock held in a certain BVF Partners L.P.

managed account, each as of December 22, 2022.

BVF Partners L.P., as the investment manager of BVF, BVF2 and Trading Fund OS, and

the sole member of BVF Partners OS Ltd., the general partner of Trading Fund OS, may be deemed to beneficially own the 5,870,000 shares of common stock as of December 22, 2022.

The address for this entity is 44 Montgomery Street, 40th Floor, San Francisco, CA 941014.

(4) Based on a Schedule 13G/A filed February 14, 2024, consists of 5,790,230 shares of common stock held as of December 31, 2023 by certain private investment vehicles and/or sub-advised accounts managed by Redmile Group, LLC (“Redmile”) and may be deemed beneficially owned by Redmile as investment manager of such private investment vehicles and/or sub-advised accounts, and by Jeremy C.

Green as the principal of Redmile.

The address for this entity and individual is One Letterman Drive Building D, Suite D3-300, San Francisco, CA 94129 and c/o Redmile Group LLC, 45 W.

27th Street, Floor 11, New York, NY 10001, respectively.

(5) Based on a Schedule 13G/A filed February 9, 2024, consists of 4,842,464 shares of common stock held by Morgan Stanley as of December 31, 2023.

The address for this entity is 1585 Broadway, New York, NY, 10036.

(6) Based on a Schedule 13G filed January 29, 2024, consists of 3,923,328 shares of common stock held by BlackRock, Inc., as of December 31, 2023.

The address for this entity is 50 Hudson Yards, New York, NY 10001.

(7) Consists of 6,503 shares of common stock and 92,369 shares of common stock issuable upon the exercise of options exercisable within 60 days after February 29, 2024.

(8) Consists of 12,500 shares of common stock issuable upon the exercise of options exercisable within 60 days after February 29, 2024.

(9) Consists of 4,111 shares of common stock issuable upon the exercise of options exercisable within 60 days after February 29, 2024.

(10) Consists of 7,500 shares of common stock and 73,000 shares of common stock issuable upon the exercise of options exercisable within 60 days after February 29, 2024.

(11) Consists of 8,222 shares of common stock issuable upon the exercise of options exercisable within 60 days after February 29, 2024.

(12) Consists of 23,762 shares of common stock and 348,437 shares of common stock issuable upon the exercise of options exercisable within 60 days after February 29, 2024.

(13) Consists of 17,032 shares held personally and 700 shares held by S.

Jennifer Heine, and 663,868 shares of common stock issuable upon the exercise of options exercisable within 60 days after February 29, 2024.

(14) Consists of 73,000 shares of common stock issuable upon the exercise of options exercisable within 60 days after February 29, 2024.

(15) Consists of 16,666 shares of common stock issuable upon the exercise of options exercisable within 60 days after February 29, 2024.

(16) Consists of 7,367 shares of common stock and 111,719 shares of common stock issuable upon the exercise of options exercisable within 60 days after February 29, 2024.

(17) Consists of 34,000 shares of common stock issuable upon the exercise of options exercisable within 60 days after February 29, 2024.

Neu was an employee of Baker Bros.

Advisors LP until January 2021.

Pursuant to the terms of Dr.

Neu’s employment by Baker Brothers Advisors LP, options granted to him in 2020 were, and will continue to be, beneficially owned by Baker Bros.

(18) Consists of 84,425 shares of common stock issuable upon the exercise of options exercisable within 60 days after February 29, 2024.

(19) Although Mr.

Klompas was one of our named executive officers in 2023, he is no longer with the Company and thus his ownership is not included in the total of shares beneficially owned by the current executive officers and directors as a group.

Smith is not a named executive officer, but he is a current executive officer as a result of his promotion to Executive Vice President and Chief Medical Officer in January 2024.

Therefore, Dr.

Smith's ownership is reflected in the total shares beneficially owned by the current executive officers and directors as a group.

Certain Relationships and Related Transactions and Director Independence

The information required by Item 13.

Certain Relationships and Related Transactions

Other than as discussed below and the compensation arrangements discussed under “ Executive Compensation—Discussion of Executive Compensation Practices ,” since January 1, 2022, there have not been any transactions to which we are a party, nor are there any proposed transactions to which we would be a party, with related parties and which we are required to disclose pursuant to the rules of the SEC.

On March 16, 2020, we entered into a registration rights agreement with Baker Brothers Life Sciences, L.P.

and 667, L.P., requiring us, upon request delivered by such persons and subject to certain terms and conditions, to register the resale of the shares of our common stock held by them.

Neu, who joined our board of directors in March 2020, served as an employee of Baker Bros.

Advisors L.P., which serves as an investment adviser to Baker Brothers Life Sciences, L.P.

and 667, L.P., until January 2021.

On January 31, 2022, we announced the closing of our underwritten public offering which consisted of the issuance of 11,035,000 common shares, including the exercise in full of the underwriters’ over-allotment option to purchase 1,875,000 additional common shares, and, in lieu of shares, to certain investors, pre-funded warrants to purchase up to 3,340,000 common shares.

The common shares were sold at a price to the public of $8.00 per common share and the pre-funded warrants were sold at a price of $7.9999 per pre-funded warrant, for aggregate gross proceeds to the Company of $115.0 million, before deducting underwriting discounts and commissions and estimated offering expenses.

Entities affiliated with Armistice Capital, LLC and

Perceptive Advisors LLC purchased 2,285,000 and 1,100,000 common shares, respectively, and Armistice Capital Master Fund Ltd, Baker Brothers Life Sciences, L.P.

and 667, L.P.

purchased 2,715,000, 577,293 and 47,707 pre-funded warrants, respectively.

These entities beneficially owned more than 5% of our common shares prior to or as a result of this offering.

On June 16, 2023, EcoR1 purchased an aggregate of 3,350,000 shares of common stock at $8.12 per share under our at-the-market sales agreement, dated as of November 9, 2022, with Cantor Fitzgerald & Co.

We received gross proceeds of $27.2 million and net cash proceeds of $26.2 million, after underwriting commissions and offering expenses.

EcoR1 beneficially owned more than 5% of our shares of common stock prior to this purchase.

On December 28, 2023, EcoR1 purchased an aggregate of 5,086,521 pre-funded warrants to purchase 5,086,521 shares of our common stock in a private placement.

The per share purchase price for the pre-funded warrants is $9.8299, for an aggregate purchase price of approximately $50 million.

In connection with the private placement, we entered into a registration rights agreement with EcoR1 requiring us to register the resale of the shares of our common stock issuable upon exercise of the pre-funded warrants.

In addition, we agreed that EcoR1 will have the right to nominate one of its partners as a member of our board of directors, subject to specified conditions.

On February 22, 2024, our board of directors appointed Mr.

Scott Platshon as a member of our board of directors.

EcoR1 beneficially owned more than 5% of our shares of common stock prior to this purchase.

Under the registration rights agreement, we agreed to file a registration statement covering the resale by EcoR1 of their registrable securities upon the earlier of March 15, 2024 and the first business day following the date that we file this Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

We agreed to use commercially reasonable efforts to cause such registration statement or final prospectus, as applicable, to be declared effective as soon as practicable, but no later than the later of April 29, 2024 and the 123rd calendar day following the closing date, and to keep such registration statement effective for a period that will terminate upon the earliest of (i) the date that all registrable securities covered by such registration statement or final prospectus, as applicable, have been sold, (ii) the date that all registrable securities covered by such registration statement or final prospectus, as applicable, may be sold without the requirement for us to be in compliance with the current public information required under Rule 144 as to such registrable securities and without volume or manner-of-sale restrictions and (iii) two (2) years after the date of the securities purchase agreement.

Indebtedness of Directors, Executive Officers and Employees

None of our directors, executive officers, employees, former directors, former executive officers or former employees, and none of their associates, is indebted to us or another entity whose indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar agreement or understanding provided by us.

Policy Regarding Related Party Transactions

We have adopted a formal, written policy regarding related person transactions.

This written policy regarding related person transactions provides that a related person transaction is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships), in which we are a participant and in which a related person has, had or will have a direct or indirect material interest and in which the aggregate amount involved exceeds $120,000.

For purposes of this policy, a related person means any of our executive officers and directors (including director nominees), in each case at any time since the beginning of our last fiscal year, or holders of more than 5% of any class of our voting securities and any member of the immediate family of, or person sharing the household with, any of the foregoing persons.

Our audit committee has the primary responsibility for reviewing and approving, ratifying or disapproving related person transactions.

In determining whether to approve, ratify or disapprove any such transaction, our audit committee will consider, among other factors, (1) whether the transaction is fair to us and on terms no less favorable than terms generally available to unaffiliated third parties under the same or similar circumstances, (2) the extent of the related person’s interest in the transaction, (3) whether there are business reasons for us to enter into such transaction, (4) whether the transaction would impair the independence of any of our outside directors and (5) whether the transaction would present an improper conflict of interest for any of our directors or executive officers.

The policy grants standing pre-approval of certain transactions, including (1) certain compensation arrangements for our directors or executive officers, (2) transactions with another company, other than an acquisition by us of that company, at which a related person’s only relationship is as a non-executive employee, director or beneficial owner of less than 10% of that company’s shares, provided that the aggregate amount involved does not exceed the greater of $1,000,000 or 2% of such company’s total annual revenues and the transaction is on terms no less favorable than terms generally available to unaffiliated third parties under the same or similar circumstances, (3) charitable contributions by us to a charitable organization, foundation or university at which a related person’s only relationship is as a non-executive employee or director, provided that the

aggregate amount involved does not exceed the greater of $1,000,000 or 2% of such organization’s total annual receipts, (4) transactions where a related person’s interest arises solely from the ownership of our common stock and all holders of our common stock received the same benefit on a pro rata basis and (5) any indemnification or advancement of expenses made pursuant to our organizational documents or any agreement.

In addition to our policy, our audit committee charter provides that our audit committee shall review and approve or disapprove any related person transactions.

Interests of Management and Others in Material Transactions

Other than as described elsewhere in this Annual Report on Form 10-K, there are no material interests, direct or indirect, of any of our directors or executive officers, any stockholder that beneficially owns, or controls or directs (directly or indirectly), more than 5% of any class or series of our outstanding voting securities, or any associate or affiliate of any of the foregoing persons, in any transaction since January 1, 2022 that has materially affected or is reasonably expected to materially affect us or our subsidiaries.

Director Independence

Under the Nasdaq listing rules, independent directors must comprise a majority of a listed company’s board of directors.

In addition, the listing standards of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent.

Under the Nasdaq listing rules, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Audit committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Exchange Act, and the Nasdaq listing rules.

Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act.

The board of directors has determined that all directors, except Mr.

Galbraith, meet the independence requirements under the Nasdaq listing standards, and qualify as “independent directors” under the Nasdaq listing standards.

Galbraith is not considered independent by virtue of being our Chief Executive Officer.

The board of directors also determined that Mr.

Miller, who comprise our audit committee, and Dr.

Renton and Dr.

Davidson, who comprise our compensation committee, each satisfy the independence standards for those committees established by applicable SEC rules and the Nasdaq listing standards, and that Mr.

Miller, and Dr.

Cesano, who comprise our nominating and corporate governance committee, are independent.

In making these determinations, the board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances that our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them, including those described in the section titled “— Certain Relationships and Related Transactions .”

As part of the board of directors’ determination that Mr.

Miller satisfied the independence requirements under the Nasdaq listing standards and qualifies as an independent director, the board of directors considered the consulting agreement (the “Consulting Agreement”) we entered into in May 2022 with Derek J Miller Consulting LLC, a limited liability company owned by Mr.

Pursuant to the Consulting Agreement, Mr.

Miller has provided certain consulting services to us, including but not limited to providing advice regarding development of corporate strategy, including corporate messaging, pipeline and technology platform strategies, business development, licensing, investor activities and related matters.

In October 2023, we entered into a Termination of Consulting Agreement and Further Amended and Restated Statement of Work #1 with Derek J Miller Consulting LLC, which provides for, among other things, the termination of the Consulting Agreement effective as of November 30, 2023.

In total, we have paid Mr.

Miller an aggregate of approximately $36,000 for such consulting services, of which (i) approximately $22,000 was paid for services rendered prior to Mr.

Miller’s appointment to the board of directors and (ii) approximately $14,000 was paid for services rendered after Mr.

Miller joined the board of directors.

There are no family relationships among any of our directors, director nominees or executive officers .

Principal Accounting Fees and Services

The information required by Item 14.

Principal Independent Accountant Fees and Services

KPMG LLP (“KPMG”) has served as our independent registered public accounting firm since June 24, 2015.

Aggregate fees billed by our independent auditors, KPMG, for the years ended December 31, 2023 and December 31, 2022, are detailed in the table below:

Audit Fees (1)

$ 775,096 $ 752,300

Audit Related Fees (2)

507,300 385,600

All Other Fees (4)

Total Fees Paid $ 1,282,396 $ 1,137,900

________________________

(1) Fees for audit service on an accrued basis.

(2) Fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit of the financial statements.

(3) Fees for professional services rendered for tax compliance, tax advice and tax planning, which include fees of $126,486 for tax compliance in 2023 (2022:

(4) All other fees billed by the auditor for products and services not included in the foregoing categories.

(5) Canadian dollar amounts have been converted to U.S.

dollars for the purposes of the table.

For 2023 and 2022, the U.S.

dollar per Canadian dollar exchange rates used for such conversions were 0.7410 and 0.7685, which were the average annual Bank of Canada exchange rates for 2023 and 2022, respectively.

Pre-approval Policies and Procedures

Our audit committee has established a policy of reviewing, in advance, and either approving or not approving, all audit, audit-related, tax and other non-audit services that our independent registered public accounting firm provides to us.

This policy requires that all services received from independent registered public accounting firms be approved in advance by the audit committee or a delegate of the audit committee.

The audit committee has delegated pre-approval responsibility to the chair of the audit committee with respect to audit and permissible non-audit services and any associated fees.

All services that KPMG provided to us in 2023 and 2022 have been pre-approved by our audit committee.

Our audit committee has determined that the provision of the services as set out above is compatible with the maintaining of KPMG’s independence in the conduct of their auditing functions.

Exhibits, Financial Statement Schedules

14 unchanged sentences

3.1 Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K12B filed with the SEC on October 13, 2022).

3.2 Certificate of Designations of Special Voting Stock of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K12B filed with the SEC on October 13, 2022).

3.3 Certificate of Designations of Series B Participating Preferred Stock of the Company (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K12B filed with the SEC on October 13, 2022).

3.4 Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K12B filed with the SEC on October 13, 2022).

3.2 Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 15, 2023).

3.3 Certificate of Elimination of Series B Participating Preferred Stock of Zymeworks Inc.

(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 12, 2023).

4.1 Description of Capital Stock.

4.2 Specimen common stock certificate of the Company (incorporated by reference to Exhibit 4.1 to Amendment No.1 to the Company’s Registration Statement on Form S-4 filed with the SEC on August 19, 2022).

4.3 Preferred Shares Rights Agreement, dated as of June 9, 2022, by and between Zymeworks BC Inc.

and Computershare Trust Company, N.A., as rights agent (including the Resolutions of the Board of Directors of Zymeworks BC Inc.

as Exhibit A of Exhibit 4.3 hereto) (incorporated by reference to Exhibit 4.1 to Zymeworks BC Inc.’s Current Report on Form 8-K filed with the SEC on June 10, 2022).

4.4 Amendment No.

1 to the Preferred Shares Rights Agreement, dated as of October 12, 2022, by and between Zymeworks BC Inc.

and Computershare Trust Company, N.A., as rights agent (incorporated by reference to Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2022).

4.5 Preferred Stock Rights Agreement, dated October 12, 2022, between the Company and Computershare Trust Company, N.A., as rights agent (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K12B filed with the SEC on October 13, 2022).

4.6 Form of Pre-Funded Warrant to Purchase Common Shares (incorporated by reference to Exhibit 99.2 to Zymeworks BC Inc.’s Current Report on Form 8-K filed with the SEC on June 20, 2019).

4.7 Form of Pre-Funded Warrant to Purchase Common Shares (incorporated by reference to Exhibit 4.1 to Zymeworks BC Inc.'s Current Report on Form 8-K filed with the SEC on January 24, 2020).

4.8 Registration Rights Agreement dated March 16, 2020, by and among Zymeworks BC Inc., Baker Brothers Life Sciences, L.P.

and 667, L.P.

(incorporated by reference to Exhibit 4.1 to Zymeworks BC Inc.’s Current Report on Form 8-K filed with the SEC on March 16, 2020).

10.1# Amended and Restated Employment Agreement, dated January 17, 2017, by and between Zymeworks BC Inc.

Ali Tehrani (incorporated by reference to Exhibit 10.2 to Zymeworks BC Inc.’s Registration Statement on Form F-1 filed with the SEC on April 3, 2017).

10.2# Separation Agreement and Release by and between Zymeworks BC Inc.

and Ali Tehrani, dated January 5, 2022 (incorporated by reference to Exhibit 10.2 to Zymeworks BC Inc.’s Current Report on Form 8-K filed with the SEC on January 5, 2022).

4.3 Registration Rights Agreement, dated December 23, 2023, by and among the Company and the Purchasers (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 26, 2023).

4.4 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on December 26, 2023).

10.1# Amended and Restated Employment Agreement, dated January 17, 2017, by and between Zymeworks BC Inc.

2 unchanged sentences

to Neil Klompas, dated January 5, 2022 (incorporated by reference to Exhibit 10.3 to Zymeworks BC Inc.’s Current Report on Form 8-K filed with the SEC on January 5, 2022).

10.5† Collaboration Agreement, effective as of December 23, 2014, by and among Zymeworks BC Inc.

, Celgene Corporation and Celgene Alpine Investment Co.

LLC (incorporated by reference to Exhibit 10.22 to Zymeworks BC Inc.

’s Registration Statement on Form F-1 filed with the SEC on April 3, 2017).

10.6† First Amendment to Collaboration Agreement, effective as of May 29, 2017, by and between Zymeworks BC Inc.

, Celgene Corporation and Celgene Alpine Investment Co.

10.3# Separation Agreement and Release by and between Zymeworks BC Inc.

and Neil Klompas, dated May 17, 2023 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on May 18, 2023).

10.4† Collaboration Agreement, effective as of December 23, 2014, by and among Zymeworks BC Inc., Celgene Corporation and Celgene Alpine Investment Co.

LLC (incorporated by reference to Exhibit 10.22 to Zymeworks BC Inc.’s Registration Statement on Form F-1 filed with the SEC on April 3, 2017).

10.5† First Amendment to Collaboration Agreement, effective as of May 29, 2017, by and between Zymeworks BC Inc., Celgene Corporation and Celgene Alpine Investment Co.

LLC (incorporated by reference to Exhibit 99.1 to a Report of Foreign Private Issuer on Form 6-K furnished to the SEC on July 18, 2017 and deemed filed under the Exchange Act).

10.7* Second Amendment to Collaboration Agreement, effective as of March 31, 2020, by and between Zymeworks BC Inc.

, Celgene Corporation and Celgene Alpine Investment Co.

LLC (incorporated by reference to Exhibit 99.1 to Zymeworks BC Inc.

’s Quarterly Report on Form 10-Q filed with the SEC on May 7, 2020).

10.8* Third Amendment to Collaboration Agreement, dated June 22, 2020, by and between Zymeworks BC Inc.

, Celgene Corporation and Celgene Alpine Investment Co.

(incorporated by reference to Exhibit 10.2 to Zymeworks BC Inc.

’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2020).

10.6* Second Amendment to Collaboration Agreement, effective as of March 31, 2020, by and between Zymeworks BC Inc., Celgene Corporation and Celgene Alpine Investment Co.

LLC (incorporated by reference to Exhibit 99.1 to Zymeworks BC Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 7, 2020).

10.7* Third Amendment to Collaboration Agreement, dated June 22, 2020, by and between Zymeworks BC Inc., Celgene Corporation and Celgene Alpine Investment Co.

(incorporated by reference to Exhibit 10.2 to Zymeworks BC Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2020).

10.8* Letter Agreement, effective April 20, 2021, by and between Zymeworks BC Inc.

and Celgene Corporation and Celgene Alpine Investment Co.

(incorporated by reference to Exhibit 99.4 to Zymeworks BC Inc.

’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2021).

10.10* Fourth Amendment to Collaboration Agreement, dated August 4, 2021, by and between Zymeworks BC Inc.

, Celgene Corporation and Celgene Alpine Investment Co.

LLC (incorporated by reference to Exhibit 99.1 to Zymeworks BC Inc.

’s Quarterly Report on Form 10-Q filed with the SEC on November 3, 2021).

(incorporated by reference to Exhibit 99.4 to Zymeworks BC Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2021).

10.9* Fourth Amendment to Collaboration Agreement, dated August 4, 2021, by and between Zymeworks BC Inc., Celgene Corporation and Celgene Alpine Investment Co.

LLC (incorporated by reference to Exhibit 99.1 to Zymeworks BC Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 3, 2021).

10.10† Collaboration and License Agreement, effective as of December 1, 2015, by and between Zymeworks BC Inc.

and GlaxoSmithKline Intellectual Property Development Limited (incorporated by reference to Exhibit 10.23 to Zymeworks BC Inc.

’s Registration Statement on Form F-1 filed with the SEC on April 3, 2017).

and GlaxoSmithKline Intellectual Property Development Limited (incorporated by reference to Exhibit 10.23 to Zymeworks BC Inc.’s Registration Statement on Form F-1 filed with the SEC on April 3, 2017).

10.11† Side Letter Agreement effective as of January 11, 2019, by and between Zymeworks BC Inc.

and GlaxoSmithKline Intellectual Property Development Limited (incorporated by reference to Exhibit 99.2 to Zymeworks BC Inc.

’s 2018 Annual Report on Form 10-K filed with the SEC on March 6, 2019).

and GlaxoSmithKline Intellectual Property Development Limited (incorporated by reference to Exhibit 99.2 to Zymeworks BC Inc.’s 2018 Annual Report on Form 10-K filed with the SEC on March 6, 2019).

10.12* First Amendment to Collaboration and License Agreement, effective as of April 30, 2019, by and between Zymeworks BC Inc.

and GlaxoSmithKline Intellectual Property Development Limited ( incorporated by reference to Exhibit 99.4 to Zymeworks BC Inc.

’s Annual Report on Form 10-K filed with the SEC on March 2, 2020).

and GlaxoSmithKline Intellectual Property Development Limited (incorporated by reference to Exhibit 99.4 to Zymeworks BC Inc.’s Annual Report on Form 10-K filed with the SEC on March 2, 2020).

10.13* Side Letter Agreement effective as of September 30, 2019, by and between Zymeworks BC Inc.

and GlaxoSmithKline Intellectual Property Development Limited.

(incorporated by reference to Exhibit 99.5 to Zymeworks BC Inc.

’s Annual Report on Form 10-K filed with the SEC on March 2, 2020).

(incorporated by reference to Exhibit 99.5 to Zymeworks BC Inc.’s Annual Report on Form 10-K filed with the SEC on March 2, 2020).

10.14 Side Letter Agreement effective as of February 20, 2020, by and between Zymeworks BC Inc.

and GlaxoSmithKline Intellectual Property Development Limited.

(incorporated by reference to Exhibit 99.6 to Zymeworks BC Inc.

’s Annual Report on Form 10-K filed with the SEC on March 2, 2020).

(incorporated by reference to Exhibit 99.6 to Zymeworks BC Inc.’s Annual Report on Form 10-K filed with the SEC on March 2, 2020).

10.15* Fifth Amendment to Collaboration and License Agreement, effective as of March 30, 2020, by and between Zymeworks BC Inc.

and GlaxoSmithKline Intellectual Property Development Limited (incorporated by reference to Exhibit 99.11 to Zymeworks BC Inc.

’s Annual Report on Form 10-K filed with the SEC on February 24, 2021).

and GlaxoSmithKline Intellectual Property Development Limited (incorporated by reference to Exhibit 99.11 to Zymeworks BC Inc.’s Annual Report on Form 10-K filed with the SEC on February 24, 2021).

10.16† Platform Technology Transfer and License Agreement, effective as of April 21, 2016, by and between Zymeworks BC Inc.

and GlaxoSmithKline Intellectual Property Development Limited (incorporated by reference to Exhibit 10.24 to Zymeworks BC Inc.

’s Registration Statement on Form F-1 filed with the SEC on April 3, 2017) .

and GlaxoSmithKline Intellectual Property Development Limited (incorporated by reference to Exhibit 10.24 to Zymeworks BC Inc.’s Registration Statement on Form F-1 filed with the SEC on April 3, 2017).

10.17* First Amendment to Platform Technology Transfer and License Agreement between Zymeworks BC Inc.

and GlaxoSmithKline Intellectual Property Development Limited, dated May 15, 2019 (incorporated by reference to Exhibit 99.1 to Zymeworks BC Inc.

’s Current Report on Form 8-K filed with the SEC on May 17, 2019).

and GlaxoSmithKline Intellectual Property Development Limited, dated May 1 4 , 2019 (incorporated by reference to Exhibit 99.1 to Zymeworks BC Inc.’s Current Report on Form 8-K filed with the SEC on May 17, 2019).

10.18* Letter Agreement, effective June 4, 2021, by and between Zymeworks BC Inc.

and GlaxoSmithKline Intellectual Property Development Limited (incorporated by reference to Exhibit 99.7 to Zymeworks BC Inc.

’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2021).

10.20† Collaboration and Cross License Agreement, effective as of September 26, 2016, by and between Zymeworks BC Inc.

and Daiichi Sankyo Co., Ltd (incorporated by reference to Exhibit 10.25 to Zymeworks BC Inc.

’s Registration Statement on Form F-1 filed with the SEC on April 3, 2017).

10.21† Side Letter Agreement effective as of September 25, 2018, by and between Zymeworks BC Inc.

and Daiichi Sankyo Co., Ltd.

(incorporated by reference to Exhibit 99.1 to Zymeworks BC Inc.

’s 2018 Annual Report on Form 10 - K filed with the SEC on March 6, 2019).

10.22* Second Amendment to Collaboration and Cross License Agreement, effective July 2, 2021, by and between Zymeworks BC Inc.

and Daiichi Sankyo Co .

, Lt d (incorporated by reference to Exhibit 99.8 to Zymeworks BC Inc.

’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2021).

10.23* Third Amendment to Collaboration and Cross License Agreement, effective June 6, 2022, by and between Zymeworks BC Inc.

and Daiichi Sankyo Co., Ltd (incorporated by reference to Exhibit 10.3 to Zymeworks BC Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2022).

and GlaxoSmithKline Intellectual Property Development Limited (incorporated by reference to Exhibit 99.7 to Zymeworks BC Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2021).

Collaboration and License Agreement, effective as of November 13, 2017, by and between Zymeworks BC Inc.

2 unchanged sentences

and Janssen Biotech, Inc.

(incorporated by reference to Exhibit 99.3 to Zymeworks BC Inc.

’s 2018 Annual Report on Form 10-K filed with the SEC on March 6, 2019).

(incorporated by reference to Exhibit 99.3 to Zymeworks BC Inc.’s 2018 Annual Report on Form 10-K filed with the SEC on March 6, 2019).

10.21† License Agreement, effective as of May 14, 2018, by and between Zymeworks BC Inc.

and Daiichi Sankyo Company, Limited (incorporated by reference to Exhibit 99.1 to Zymeworks BC Inc.

’s Current Report on Form 8-K filed with the SEC on May 18, 2018).

10.27† Research and License Agreement, effective as of October 23, 2018, by and between Zymeworks BC Inc.

and LEO Pharma A/S (incorporated by reference to Exhibit 99.1 to Zymeworks BC Inc.

’s Current Report on Form 8-K filed with the SEC on October 26, 2018).

and Daiichi Sankyo Company, Limited (incorporated by reference to Exhibit 99.1 to Zymeworks BC Inc.’s Current Report on Form 8-K filed with the SEC on May 18, 2018).

10.22* Termination and License Agreement by and between Zymeworks BC Inc.

and Daiichi Sankyo Co., Ltd., effective as of February 28, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2023).

10.23† License and Collaboration Agreement, effective as of November 26, 2018, by and between Zymeworks BC Inc.

and BeiGene Ltd.

(incorporated by reference to Exhibit 99.1 to Zymeworks BC Inc.

’s Current Report on Form 8-K filed with the SEC on December 6, 2018).

(incorporated by reference to Exhibit 99.1 to Zymeworks BC Inc.’s Current Report on Form 8-K filed with the SEC on December 6, 2018).

10.24* First Amendment to Collaboration Agreement, effective March 29, 2021, by and between Zymeworks BC Inc.

and BeiGene, Ltd.

(incorporated by reference to Exhibit 99.2 to Zymeworks BC Inc.

’s Quarterly Report on Form 10-Q filed with the SEC on May 5, 2021).

10.30* Letter Agreement, effective October 7, 2020, by and between Zymeworks BC Inc.

and BeiGene, Ltd.

(incorporated by reference to Exhibit 99.1 to Zymeworks BC Inc.

’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2021).

(incorporated by reference to Exhibit 99.2 to Zymeworks BC Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 5, 2021).

10.25* Second Amendment to License and Collaboration Agreement, dated August 10, 2021, by and between Zymeworks BC Inc.

and BeiGene Ltd.

(incorporated by reference to Exhibit 99.2 to Zymeworks BC Inc.

’s Quarterly Report on Form 10-Q filed with the SEC on November 3, 2021).

10.32† License and Collaboration Agreement, effective as of November 26, 2018, by and between Zymeworks BC Inc.

and BeiGene Ltd.

(incorporated by reference to Exhibit 99.2 to Zymeworks BC Inc.

’s Current Report on Form 8-K filed with the SEC on December 6, 2018).

10.33* First Amendment to Collaboration Agreement, dated May 25, 2020, by and between Zymeworks BC Inc.

and BeiGene, Ltd.

(incorporated by reference to Exhibit 10.1 to Zymeworks BC Inc.

’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2020).

10.34* Second Amendment to License and Collaboration Agreement, effective June 2, 2021, by and between Zymeworks BC Inc.

and BeiGene, Ltd.

(incorporated by reference to Exhibit 99.6 to Zymeworks BC Inc .

’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2021).

10.35* Letter Agreement, effective October 7, 2020, by and between Zymeworks BC Inc.

and BeiGene, Ltd.

(incorporated by reference to Exhibit 99.2 to Zymeworks BC Inc.

’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2021).

10.36† Research and License Agreement, effective as of November 26, 2018, by and between Zymeworks BC Inc.

and BeiGene Ltd.

(incorporated by reference to Exhibit 99.3 to Zymeworks BC Inc.

’s Current Report on Form 8-K filed with the SEC on December 6, 2018).

(incorporated by reference to Exhibit 99.2 to Zymeworks BC Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 3, 2021).

10.26* Third Amendment License and Collaboration Agreement by and between Zymeworks BC Inc.

and BeiGene, Ltd., dated September 18, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 21, 2023).

10.27* Letter Agreement, effective October 7, 2020, by and between Zymeworks BC Inc.

and BeiGene, Ltd.

(incorporated by reference to Exhibit 99.3 to Zymeworks BC Inc.

’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2021).

(incorporated by reference to Exhibit 99.1 to Zymeworks BC Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2021).

10.28 Termination Agreement by and between Zymeworks BC Inc.

and BeiGene, Ltd., dated September 18, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 21, 2023).

10.29 Indenture of Lease dated as of January 25, 2019, by and between 5th & Main Partnership and Zymeworks BC Inc.

(incorporated by reference to Exhibit 10.29 to Zymeworks BC Inc.

’s 2018 Annual Report on Form 10-K filed with the SEC on March 6, 2019 ) .

(incorporated by reference to Exhibit 10.29 to Zymeworks BC Inc.’s 2018 Annual Report on Form 10-K filed with the SEC on March 6, 2019).

Notice and Acknowledgement of Exercise of Expansion Option under Lease, dated as of June 27, 2019, by and between 5th & Main Partnership and Zymeworks BC Inc.

(incorporated by reference to Exhibit 99.2 to Zymeworks BC Inc.

’s Quarterly Report on Form 10-Q filed with the SEC on May 7, 2020).

10.40 Lease Expansion and Modification Agreement, dated as of April 16, 2020, by and between 5th & Main Partnership and Zymeworks BC Inc.

(incorporated by reference to Exhibit 99.3 to Zymeworks BC Inc.

’s Quarterly Report on Form 10-Q filed with the SEC on May 7, 2020).

(incorporated by reference to Exhibit 99.2 to Zymeworks BC Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 7, 2020).

10.31 Lease Expansion and Modification Agreement, dated as of April 16, 2020, by and between 5th & Main Partnership and Zymeworks BC Inc.(incorporated by reference to Exhibit 99.3 to Zymeworks BC Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 7, 2020).

10.32 Third Lease Modification Agreement, dated February 17, 2021, by and between Zymeworks BC Inc.

and 5th & Main Partnership (incorporated by reference to Exhibit 99.1 to Zymeworks BC Inc.

’s Quarterly Report on Form 10-Q filed with the SEC on May 5, 2021).

and 5th & Main Partnership (incorporated by reference to Exhibit 99.1 to Zymeworks BC Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 5, 2021).

10.33 Fourth Lease Modification Agreement, dated May 7, 2021, by and between Zymeworks BC Inc.

and 5th and Main Partnership (incorporated by reference to Exhibit 99.5 to Zymeworks BC Inc.

’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2021) .

and 5th and Main Partnership (incorporated by reference to Exhibit 99.5 to Zymeworks BC Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2021).

10.34 Lease Amending Agreement, dated April 1, 2022, by and between Zymeworks BC Inc.

3 unchanged sentences

(incorporated by reference to Exhibit 10.2 to Zymeworks BC Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2022).

10.45# Employment Agreement effective September 17, 2018, by and between Zymeworks Biopharma ceuticals Inc.

and Anthony Polverino (incorporated by reference to Exhibit 10.30 to Zymeworks BC Inc.

’s 2018 Annual Report on Form 10-K filed with the SEC on March 6, 2019).

10.46# Separation Agreement and Release by and between Zymeworks Biopharmaceuticals Inc.

and Anthony Polverino, dated March 14, 2022 (incorporated by reference to Exhibit 10.69 to Zymeworks BC Inc.’s Amendment No.

1 to Annual Report on Form 10-K filed with the SEC on May 2, 2022).

10.47* License Agreement between Zymeworks BC Inc.

and Iconic Therapeutics, Inc., dated May 13, 2019 (incorporated by reference to Exhibit 99.1 to Zymeworks BC Inc.

’s Current Report on Form 8-K filed with the SEC on May 15, 2019).

10.48* Amendment No.

1 to License Agreement effective as of February 26, 2020, by and between Zymeworks BC Inc.

and Iconic Therapeutics, Inc.

(incorporated by reference to Exhibit 99.7 to Zymeworks BC Inc.

’s Annual Report on Form 10-K filed with the SEC on March 2, 2020).

10.49 Amendment No.

2 to License Agreement effective as of December 10, 2020, by and between Zymeworks BC Inc.

and Iconic Therapeutics, Inc.

(incorporated by reference to Exhibit 99.12 to Zymeworks BC Inc.

’s Annual Report on Form 10- K filed with the SEC on February 24, 2021).

10.50# Employment Agreement effective October 14, 2019, by and between Z ymeworks Biopharmaceuticals Inc.

and Kathryn O’Driscoll (incorporated by reference to Exhibit 10.33 to Zymeworks BC Inc.

’s Annual Report on Form 10-K filed with the SEC on March 2, 2020).

10.51# Separation Agreement and Release by and between Zymeworks Biopharmaceuticals Inc.

and Kathryn O’Driscoll, dated March 4, 2022 (incorporated by reference to Exhibit 10.70 to Zymeworks BC Inc.’s Amendment No.

1 to Annual Report on Form 10-K/A filed with the SEC on May 2, 2022).

10.52 Open Market Sa le Agreement SM.

dated October 21, 2 022, by and between the Co m pa ny and Jeff e ries LLC (i ncor porated by referen ce to Exhibit 1.1 to the Company ’ s Current Report on F orm 8-K filed with the SE C on October 21, 2022).

10.53# Employment Agreement, effective April 1, 2020, by and between Zymeworks Biopharmaceuticals Inc.

and James Priour (incorporated by reference to Exhibit 10.1 to Zymeworks BC Inc.

’s Quarterly Report on Form 10-Q filed with the SEC on May 5, 2021).

10.54# Letter, dated March 3, 2021, from Zymeworks BC Inc.

to James Priour (incorporated by reference to Exhibit 10.2 to Zymeworks BC Inc.

’s Quarterly Report on Form 10-Q filed with the SEC on May 5, 2021).

Separation and Release Agreement by and between Zymeworks Biopharmaceuticals Inc.

and James Priour, dated February 4, 2022 (incorporated by reference to Exhibit 10.63 to Zymeworks BC Inc.’s Annual Report on Form 10-K filed with the SEC on February 24, 2022).

10.56# Employment Agreement, effective April 29, 2019, by and between Zymeworks Biopharmaceuticals Inc.

and Neil Josephson (incorporated by reference to Exhibit 10.1 to Zymeworks BC Inc .

’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2021).

10.57# Letter, dated May 16, 2021, from Zymeworks BC Inc.

to Neil Josephson (incorporated by reference to Exhibit 10.2 to Zymeworks BC Inc .

’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2021) .

10.58# Letter, dated November 9, 2021, from Zymeworks BC Inc.

to Neil Josephson (incorporated by reference to Exhibit 10.66 to Zymeworks BC Inc.'s Annual Report on Form 10-K filed with the SEC on February 24, 2022).

10.59# Separation and Release Agreement by and betwe en Zym eworks Biopharma ceuticals In c.

and Neil Josephson, dated March 3 , 2023.

and Neil Josephson, dated March 3, 2023 (incorporated by reference to Exhibit 10.59 to the Company's Annual Report on Form 10-K filed with the SEC on March 7, 2023).

Employment Agreement by and between Zymeworks BC Inc.

and Kenneth Galbraith, dated January 5, 2022 (incorporated by reference to Exhibit 10.1 to Zymewor ks BC Inc.

’s Current Report on Form 8-K filed with the SEC on January 5, 2022).

and Kenneth Galbraith, dated January 5, 2022 (incorporated by reference to Exhibit 10.1 to Zymeworks BC Inc.’s Current Report on Form 8-K filed with the SEC on January 5, 2022).

Amendment to Employment Agreement, dated as of December 30, 2022, by and among Kenneth Galbraith, Zymeworks BC Inc.

1 unchanged sentence

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 30, 2022).

Amendment #2 to Employment Agreement, dated as of January 3, 2024, by and among Kenneth Galbraith and Zymeworks BC Inc.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 5, 2024).

Amended and Restated Employment Agreement by and between Zymeworks BC Inc.

1 unchanged sentence

Amendment to Amended and Restated Employment Agreement by and between Christopher Astle and Zymeworks BC Inc., dated November 17, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2022).

10.64# Executive Incentive Compensation Plan.

Employment Agreement by and between Zymeworks Pharmaceuticals Limited and Jeffrey Smith, dated January 3, 2023.

Letter, dated January 5, 2024, from Zymeworks Inc.

to Jeffrey Smith.

Executive Incentive Compensation Plan (incorporated by reference to Exhibit 10.64 to the Company’s Annual Report on Form 10-K filed with the SEC on March 7, 2023).

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.73 to the Amendment No.

1 to the Company’s Registration Statement on Form S-4 filed with the SEC on August 19, 2022).

10.66#,+ Employment Agreement by and between Zymeworks BC Inc., Zymeworks Biopharmaceuticals Inc.

and Paul Moore, dated July 18, 2022 (incorporated by reference to Exhibit 10.4 to Zymeworks BC Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2022).

Amended and Restated Employment Agreement by and between Zymeworks BC Inc., the Company and Paul Moore, dated July 14, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2023).

Notice of Articles of ExchangeCo (incorporated by reference to Exhibit 10.79 to Amendment No.

2 unchanged sentences

1 to the Company’s Registration Statement on Form S-4 filed with the SEC on August 19, 2022).

10.69# Inducement Stock Option and Equity Compensation Plan of the Company (and forms of agreements thereunder) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K12B filed with the SEC on October 13, 2022).

10.70# Amended and Restated Stock Option and Equity Compensation Plan of the Company (and forms of agreements thereunder) (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K12B filed with the SEC on October 13, 2022).

Inducement Stock Option and Equity Compensation Plan of the Company (and forms of agreements thereunder).

Amended and Restated Stock Option and Equity Compensation Plan of the Company (and forms of agreements thereunder) and UK Sub-Plan to the Amended and Restated Stock Option and Equity Compensation Plan of the Company (and forms of agreements thereunder) .

Second Amended and Restated Employee Stock Option Plan of the Company (and forms of agreements thereunder) (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K12B filed with the SEC on October 13, 2022).

2 unchanged sentences

(incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 9, 2022).

10.74* License and Collaboration Agreement, dated October 18, 2022, by and between Zymeworks BC Inc.

and Jazz Pharmaceuticals Ireland Limited.

Amended and Restated License and Collaboration Agreement, dated May 15, 2023, by and between Zymeworks BC Inc.

and Jazz Pharmaceuticals Ireland Limited (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 16, 2023).

Stock and Asset Purchase Agreement, dated April 25, 2023, by and between Zymeworks BC Inc., Zymeworks Biopharmaceuticals Inc., Zymeworks Zanidatamab Inc., and Jazz Pharmaceuticals, Inc (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2023).

Amendment No.

1 to Stock and Asset Purchase Agreement, dated May 15, 2023, by and between Zymeworks BC Inc., Zymeworks Biopharmaceuticals Inc., Zymeworks Zanidatamab Inc., and Jazz Pharmaceuticals, Inc.

(incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2023).

10.57 Securities Purchase Agreement, dated December 23, 2023, by and among the Company and the Purchasers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 26, 2023).

21.1 Subsidiaries of the Company.

6 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1 Compensation Reco very Policy.

101 The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL (Inline eXtensible Business Reporting Language):

1 unchanged sentence

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

† The Company has omitted portions of the referenced exhibit pursuant to a request for confidential treatment under Rule 24b-2 promulgated under the Securities Exchange Act.

† The Company has omitted portions of the referenced exhibit pursuant to a request for confidential treatment under Rule 24b-2 promulgated under the Exchange Act.

* Certain portions of this exhibit (indicated by “[…***…]”) have been omitted in accordance with Item 601(b)(10) of Regulation S-K because the omitted information is not material and the Company customarily and actually treats such omitted information as private or confidential.

9 unchanged sentences

Chair of the Board of Directors and Chief Executive Officer (Principal Executive Officer)

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kenneth Galbraith, Christopher Astle and Neil Klompas, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with Exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or substitute or substitutes may do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kenneth Galbraith, and Christopher Astle, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with Exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or substitute or substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Kenneth Galbraith Chair of the Board of Directors and Chief Executive Officer (Principal Executive Officer) March 7, 2023

/s/ Kenneth Galbraith Chair of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer) March 6, 2024

Kenneth Galbraith

2 unchanged sentences

March 6, 2024

/s/ Kenneth Hillan

/s/ Alessandra Cesano

March 6, 2024

Kenneth Hillan

Alessandra Cesano

/s/ Susan Mahony

4 unchanged sentences

March 6, 2024

/s/ Natalie Sacks

/s/ Carlos Campoy

March 6, 2024

Natalie Sacks

/s/ Lota Zoth

Carlos Campoy

/s/ Derek Miller

March 6, 2024

/s/ Nancy Davidson Director

March 6, 2024

Nancy Davidson

/s/ Scott Platshon Director

March 6, 2024

Scott Platshon

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures