What changed in this filing

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Item 9A. Controls and Procedures

2025-03-05 compared with 2024-03-06 · 462 added, 458 removed, 946 unchanged (49% of the section changed)

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Attestation Report of Independent Registered Public Accounting Firm

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.

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.

Changes in Internal Control Over Financial Reporting

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Other Information

During our last fiscal quarter, no director or officer, as defined in Rule 16a-1(f) of the Exchange Act, adopted or terminated a “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Nancy Davidson (3)(4)

Neil Gallagher (3)(4)

Susan Mahony (3)

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Kelvin Neu (4)

Oleg Nodelman (2)

Scott Platshon (3)

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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 has served as our President since June 2023 and previously served as our President from January 2022 to August 2022, and served as our interim Chief Financial Officer from April 2024 to September 2024.

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 Executive in Residence at Syncona Investment Management Limited (“SIML”, a subsidiary of Syncona Limited, a company that builds a portfolio of life sciences businesses), from April 2021 until January 2022.

He has served as an advisor to SIML since May 2023 and as a director of SIML since November 2024, including as Chair since February 2025.

He served as Chief Executive Officer of Liminal BioSciences Inc.

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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 is NACD Directorship Certified® and holds a Certified Management Accountant (CMA) designation.

Campoy received his M.B.A.

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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.

Neil Gallagher

Gallagher is 60 years old and has served as a member of our board of directors since April 2024.

Gallagher has served as the President, Head of Research & Development at Syndax Pharmaceuticals, Inc., since April 2023.

From January 2020 to April 2023, he served as the Chief Medical Officer, Vice President, Head of Development at AbbVie Inc.

From November 2017 to December 2019, Dr.

Gallagher served as the Head of Global Oncology Development at AbbVie.

Prior to joining AbbVie, he served as Head of Development for Oncology and Inflammation at Amgen from May 2016 to October 2017 and spent a decade at Novartis Oncology.

Earlier in his career, he was a Medical Science Director at AstraZeneca and later Director of Clinical Development at Astex Therapeutics.

Gallagher completed his Fellowship in Gynecological Oncology at the Institute for Cancer Studies, University of Birmingham, UK and received his medical degree from Trinity College, Dublin.

The board of directors believes that Dr.

Gallagher is qualified to serve on our board of directors because of his experience in the pharmaceutical and biotechnology sectors and in drug development in the oncology field.

Mahony is 60 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.

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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.

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from London Business School.

Mahony is NACD Directorship Certified®.

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.

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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.

From May 2018 to November 2019, he served as Chief Business Officer of Aro Biotherapeutics, a spin-out 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.

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

Miller is NACD Directorship Certified®.

The board of directors believes that Mr.

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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.

Neu is also Co-Founder and Director of QDX Pte.

(established in February 2024), and Co-Founder and Chair of QDX Technologies Pte.

(established in September 2023).

QDX and QDX Technologies work in the area of computational drug discovery.

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.

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

Neu previously served on the board of directors of IGM Biosciences from 2019 to 2021, Prelude Therapeutics from 2016 to 2021, Idera Pharmaceuticals, Aquinox Pharmaceuticals and XOMA Corporation.

Neu holds an M.D.

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(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.

Oleg Nodelman

Nodelman is 48 years old and has served as a member of our board of directors since February 2025.

Since October 2013, Mr.

Nodelman has served as the Founder and Portfolio Manager of EcoR1 Capital LLC, a biotech-focused investment advisory firm established in 2013, and one of our principal stockholders.

Previously, Mr.

Nodelman served as a Portfolio Manager at BVF Partners from 2001 to 2012.

Nodelman earned a B.S.F.S.

in Science and Technology from Georgetown University, School of Foreign Service in 1999.

Nodelman has served on the board of Galapagos NV since October 2024 and AnaptysBio since April 2021.

He previously served on the board of directors of Prothena Corporation plc from December 2019 to December 2024, Nuvation Bio Inc.

from February 2021 to December 2023 and Panacea Acquisition Corp.

II from April 2020 to February 2021.

On December 13, 2024, the Enforcement Committee of the Autorité des Marchés Financiers (“AMF”), the entity that regulates the French financial markets, fined Mr.

Nodelman and EcoR1 Capital LLC (the “Fund”) €3.0 million and €7.0 million, respectively, for violations of applicable market abuse regulations and failures to comply with reporting obligations for holders that exceed or fall below ownership of five percent of an issuer’s equity capital that is listed on Euronext Paris.

Nodelman and the Fund disagree with the AMF’s ruling and, in February 2025, submitted an appeal, which they intend to vigorously pursue.

The board of directors believes that Mr.

Nodelman 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.

Scott Platshon

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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.

Platshon has served on the board of directors of Kumquat Biosciences Inc.

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

since May 2021.

since May 2021, and previously served on the board of directors of Terremoto Biosciences from October 2023 to December 2024.

Platshon received his B.S.

in Bioengineering from Stanford University.

As previously disclosed, pursuant to the securities purchase agreement with certain institutional accredited investors affiliated with EcoR1 Capital, LLC (collectively, “EcoR1”), we agreed that EcoR1 would have the right to nominate one of its partners as a member of our board of directors, with such nomination right terminating upon the earliest of the effective date of such appointment and January 1, 2026.

Pursuant to this nomination right, Mr.

Platshon was designated by EcoR1 as its nominee for the board of directors’ consideration for appointment to the board of directors and was appointed to the board of directors on February 22, 2024.

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

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

Christopher Astle, Ph.D.

Senior Vice President and Chief Financial Officer

Leone Patterson

62 Executive Vice President, Chief Business Officer and Chief Financial Officer

58 Chief Scientific Officer

Jeffrey Smith, M.D.

Executive Vice President and Chief Medical Officer

Jeffrey Smith

65 Chief Medical Officer

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

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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.

Leone Patterson

Patterson joined Zymeworks in September 2024 and serves as our Executive Vice President, Chief Business Officer and Chief Financial Officer.

Patterson served as Chief Financial Officer and Business Officer of Tenaya Therapeutics, Inc.

from June 2021 until August 2024.

Prior to joining Tenaya Therapeutics, Inc., Ms.

Patterson joined Adverum Biotechnologies, Inc., a public clinical-stage gene therapy company, in June 2016 as the Chief Financial Officer and also served as Chief Executive Officer from May 2018 to June 2020, director from October 2018 to June 2020, and President from July 2020 to June 2021.

Patterson has held various senior positions at Diadexus, Inc., Transcept Pharmaceuticals, Inc., NetApp, Inc., Exelixis, Inc., Novartis AG, Chiron (acquired by Novartis AG), and KPMG.

Patterson currently serves on the board of directors and as the chair of the audit committee of Nkarta, Inc., a publicly traded biotechnology company.

She previously served as a member of the board of directors of Eliem Therapeutics, Inc.

from March 2021 to December 2024 and Adverum Biotechnologies, Inc.

from October 2018 to June 2020, both publicly traded biotechnology companies, and as a member of the board of directors of Oxford Biomedica (UK) Limited from March 2023 to December 2024, a publicly traded contract development and manufacturing organization focuses on cell and gene therapy.

Patterson holds a B.S.

in Business Administration and Accounting from Chapman University and an Executive M.B.A.

Mary’s College.

Patterson is also a Certified Public Accountant (inactive status).

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

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

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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.

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.

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Previously, Dr.

Smith served as the Managing

Director of Alder Biopharmaceuticals Inc.

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.

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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 was also a founder of Alder Biopharmaceuticals Inc.

(founded 2004).

Smith received his M.B.

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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.

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◦ 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;

◦ the organization and performance of any applicable internal audit function, if any;

◦ our compliance with applicable legal and regulatory requirements;

◦ our enterprise risk management processes;

◦ our enterprise risk management processes, including risks and exposures associated with cybersecurity, information security and privacy matters;

• periodically review and discuss with management, the adequacy and effectiveness of the Company’s cybersecurity, information and technology security, and data protection programs, procedures and policies;

• review, with the Company’s counsel, on a regular basis, any reports of whistleblowing, including all reports made to the Company’s anonymous and confidential helpline pursuant to our Whistleblower Policy;

• 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.

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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, 2024 .

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires that our directors and executive officers, and persons who own more than 10% of our common stock, file reports of ownership and changes in ownership with the SEC.

Based on our review of such filings and written representations from certain reporting persons, we believe that during the fiscal year ended December 31, 2024, all directors, executive officers and greater than 10% stockholders complied with all Section 16(a) filing requirements applicable to them, with the exception of the Form 4 due December 23, 2024 but filed by EcoR1 Capital, LLC on December 26, 2024.

Insider Trading Policy

We have adopted an insider trading policy (the “Insider Trading Policy”) that governs the purchase, sale, and other dispositions of our securities by directors, officers, employees, and other personnel that we determine should be subject to our Insider Trading Policy (such as certain contractors and consultants) and that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable stock exchange listing requirements.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

In addition, with regard to our company’s trading in its own securities, it is our policy to comply with the federal securities laws and the applicable exchange listing requirements.

Executive Compensation

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The named executive officers for 2024 are:

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

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

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

• Leone Patterson, Executive Vice President, Chief Business Officer 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.

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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.

We frequently engage in stockholder outreach and discuss a wide range of topics, including discussions regarding compensation-related matters.

We take our say-on-pay vote results seriously and will continue to consider the feedback we receive from stockholders and use such feedback to inform the compensation committee’s deliberations and decisions with respect to our executive compensation practices.

Overview of Compensation Program

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During 2024, 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.

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.

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Based on this review and evaluation, the compensation committee approved the 2024 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.

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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.

In addition to Aon’s services related to determining or recommending the amount or form of executive and non-employee director compensation, management has engaged Aon to perform unrelated broad-based compensation services and risk brokerage services (which included global risk in Canada and the United States).

In 2024, fees paid to Aon for these unrelated broad-based compensation and risk brokerage services did not exceed $120,000 in the aggregate.

The compensation committee was informed about these services.

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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.

As part of its analysis in 2023 related to 2024 compensation, 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.

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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:

In September 2023, 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;

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• 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.

Based on these criteria, in September 2023, the compensation committee approved the following peer group set forth below and used this peer group to inform compensation decisions for 2024 :

Adaptimmune Therapeutics plc Gossamer Bio, Inc.

REGENXBIO Inc.

Alector, Inc.

IGM Biosciences, Inc.

Relay Therapeutics (1)

AnaptysBio, Inc.

Kura Oncology, Inc.

Iteos Therapeutics (1)

Repare Therapeutics Inc.

Atara Biotherapeutics, Inc.

MacroGenics, Inc.

Kura Oncology, Inc.

Replimune Group, Inc.

C4 Therapeutics, Inc.

Bicycle Therapeutics (1)

MacroGenics, Inc.

Sutro Biopharma, Inc.

C4 Therapeutics

Mersana Therapeutics, Inc.

Silverback Therapeutics, Inc.

CytomX Therapeutics, Inc.

Cogent Biosciences (1)

NGM Biopharmaceuticals, Inc.

Sutro Biopharma, Inc.

Gossamer Bio, Inc.

Poseida Therapeutics, Inc.

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(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.

(1) Added to the peer group in September 2023.

The following companies were deleted from the peer group approved in September 2023:

CytomX Therapeutics, Inc., Jounce Therapeutics, Inc., Poseida Therapeutics, Inc., Precision Biosciences and Silverback 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.

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The primary components of our 2024 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.

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 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 2024:

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

Christopher Astle, Senior Vice President and Chief Financial Officer

Leone Patterson, Executive Vice President, Chief Business Officer and Chief Financial Officer (2)

Paul Moore, Chief Scientific Officer

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

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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.

Galbraith served as our President, Chief Executive Officer and Chair of our board of directors throughout 2024.

Galbraith also served as our interim Chief Financial Officer, principal financial officer and principal accounting officer from March 31, 2024 until September 1, 2024.

Patterson has served as our Executive Vice President, Chief Business Officer and Chief Financial Officer since September 1, 2024.

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.

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

In addition, we occasionally provide sign-on bonuses to newly hired executives in order to induce them to join the Company.

To this end, the Company provided Ms.

Patterson with a $50,000 sign-on bonus, which is subject to repayment in full if, prior to September 1, 2025, Ms.

Patterson voluntarily leaves the Company for any reason or is terminated by us for cause (as defined in her employment agreement with us).

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:

The compensation committee set annual target bonuses for each of Mr.

Galbraith and Dr.

Moore in January 2024, and for Ms.

Patterson in July 2024 at the time of her acceptance of the offer to become the Company’s Executive Vice President, Chief Business Officer and Chief Financial Officer, as follows:

Name and Principal Position 2024 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

Leone Patterson, Executive Vice President, Chief Business Officer and Chief Financial Officer (2)

Paul Moore, Chief Scientific Officer

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

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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.”

Galbraith served as our President, Chief Executive Officer and Chair of our board of directors throughout 2024.

Galbraith also served as our interim Chief Financial Officer, principal financial officer and principal accounting officer from March 31, 2024 until September 1, 2024.

Patterson’s employment agreement with the Company, Ms.

Patterson was eligible to receive an annual bonus for 2024 that was prorated for the six-month period from July 1, 2024 through December 31, 2024.

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.

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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.

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

There is no minimum bonus payable.

2024 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.

In December 2023, the board of directors (with input from members of the compensation committee) approved, and in January 2024, the members of the compensation committee updated, corporate goals for 2024 that were grouped into six main categories:

(i) zanidatamab via the Jazz Partnership, (ii) zanidatamab via the BeiGene Partnership, (iii) early R&D (clinical), (iv) early R&D (preclinical), (v) ADVANCE and (vi) financing and partnerships.

In addition, the leadership team had a seventh stretch goal relating to achievement of standards relating to corporate culture.

In January 2025, the compensation committee reviewed our performance against the corporate goals under the 2024 bonus plan, and determined that these goals were achieved at the 91.5% 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

2024 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.

Receive BLA approval of zanidatamab for the treatment of second-line BTC and recognize corresponding $25 million milestone payment.

20% for base goals;

an additional 7% for stretch goals

Successful interactions with U.S.

Advance clinical trials of zanidatamab, including:

• complete enrollment of HERIZON-GEA-01;

• first patient enrolled in Phase 3 confirmatory trial for zanidatamab in first-line BTC;

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

• GMP inspection readiness;

• start FDA interactions for a third indication.

Presentation of data.

Certain cost recoveries under our agreements with Jazz.

First commercial sale of zanidatamab for second-line BTC.

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;

• GMP inspection readiness.

5% for base goals;

an additional 3% 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.

Recognition of revenue.

First commercial sale of zanidatamab for second-line BTC.

Receive approval of zanidatamab for the treatment of second-line BTC outside of China.

Early R&D (clinical)

Advance various clinical trials of early-stage candidates, including:

• dose escalation cohort completion;

• first patient dosed;

• no material disruption to clinical drug supply.

35% for base goals;

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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.

regulators, including IND submissions for ZW171 and ZW191.

(preclinical)

Goals relating to toxicology studies, including those relating to manufacturing and initiation or completion of non-human primate GLP studies.

10% for base goals;

an additional 2% 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.

Selection of fifth IND candidate (ZW209).

Goals relating to preclinical development of potential product candidates.

5% for base goals;

an additional 5.5% for stretch goals

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

Financing and Partnership

Securing additional financing, including through non-dilutive methods as well as related stretch goals.

25% for base goals;

an additional 13.5% for stretch goals

Achievement of standards relating to corporate culture.

Stretch goal up to 10%

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:

The Company performed well against its 2024 corporate goals with respect to (i) zanidatamab via the Jazz Partnership, (ii) zanidatamab via the BeiGene Partnership, (iii) early R&D (clinical), (iv) early R&D (preclinical), and (v) ADVANCE, as well as its people/corporate culture goal.

The Company did not achieve its 2024 corporate goals with respect to financing and partnerships, given changes in the competitive landscape and financial markets impacting the timing of potential partnerships and financing opportunities.

Given the Company’s strong overall performance against its 2024 corporate goals, the compensation committee determined that these goals were achieved at the 91.5% level and approved 2024 bonuses for our named executive officers as follows:

Name and Principal Position 2024 Bonus

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

Christopher Astle, Senior Vice President and Chief Financial Officer

Leone Patterson, Executive Vice President, Chief Business Officer and Chief Financial Officer

Paul Moore, Chief Scientific Officer

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

________________________

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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.

However, the 2024 bonus for Dr.

Moore was paid in Canadian dollars (C$293,251) and the 2024 bonus for Mr.

Galbraith was paid in British pounds (GBP 282,990), in each case based on conversion rates in effect at the time of payment.

Patterson’s employment agreement with the Company, Ms.

Patterson was eligible to receive an annual bonus for 2024 that was prorated for the six-month period from July 1, 2024 through December 31, 2024.

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 Company granted a mix of stock options and restricted stock units to Mr.

Galbraith and Dr.

Moore in January 2024.

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.

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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.

For 2024, we determined that annual grants to Mr.

Galbraith and Dr.

Moore in the form of an approximately 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).

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

After considering its compensation objectives and negotiations with Ms.

Patterson regarding her joining the Company, the compensation committee approved an initial award of stock options for Ms.

Patterson shortly after her commencement of employment with the Company.

The compensation committee believed that awarding Ms.

Patterson’s initial equity grant solely in the form of options, consistent with its past practice with respect to the hiring of executives, would provide Ms.

Patterson with strong incentives to increase stockholder value, and that given her role as our Chief Business and Financial Officer, this was appropriate for her new hire award.

For 2025, the compensation committee has granted Ms.

Patterson’s annual equity awards in a combination of options and restricted stock units in the same proportions as our other named executive officers, to balance the performance-based incentives of stock options, with the retention, reward and culture of ownership benefits of restricted stock units.

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

For the 2024 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.

These options are subject to any applicable acceleration provisions in the Equity Compensation Plan or in the named executive officer’s employment agreement.

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.

For the 2024 restricted stock unit grants to Mr.

Galbraith and Dr.

Moore, 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, 2024:

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Kenneth Galbraith

Christopher Astle

300,000 10.56 1,985,672

Leone Patterson

360,000 11.73 2,590,403

(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 .”

90,000 10.56 595,702

________________________

(1) Restricted stock units vest in three equal annual installments beginning on January 5, 2025, subject to the recipient’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 .”

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(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.

See Note 2 to the “ Notes to Consolidated Financial Statements – Summary of Significant Accounting Policies – Stock-Based Compensation ” and Note 10(f) “ 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, 2024.

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.

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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.

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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.

In addition, prior to Dr.

Moore’s relocation to Canada in 2023, we provided certain housing benefits to him to facilitate his ability to spend time at our Vancouver location.

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.

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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.

Anti-Hedging 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 certain 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.

Any person covered by our Insider Trading Policy is prohibited from pledging Zymeworks securities as collateral for any loan, in margin accounts or as part of pledging transactions, regardless of whether such person is in possession of non-public material information.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

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.

Certain of our executives, including each of our named executive officers, 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 forgo 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

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Name and Principal Position Year Salary

Bonus ($) (1)

Option Awards

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All Other Compensation

Kenneth Galbraith, Chair, President & CEO (4)

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

Kenneth Galbraith, CEO, President & Chair (4)

2024 654,833 — 2,112,000 1,985,672 361,652 139,459 (5)

Christopher Astle, SVP & CFO (7)

2023 625,452 — 1,144,000 1,194,627 321,651 89,146 (6)

Leone Patterson, Exec.

VP, Chief Business Officer & CFO (7)

2024 161,667 50,000 — 2,590,403 99,849 6,063 (8)

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2024 494,683 — 633,600 595,702 214,102 48,716 (10)

Neil Klompas, Former President & COO (12)

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

________________________

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.

(1) Salary, bonus, non-equity incentive plan compensation (cash bonus with respect to corporate goal achievement) and amounts in the “All Other Compensation” column for all named executive officers are determined in U.S.

However, 2024 cash compensation amounts, 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.

For 2024 and 2023, respectively, the U.S.

dollar per Canadian dollar exchange rates used for such conversions were 0.7301 and 0.7410, which were the average annual Bank of Canada exchange rates for 2024 and 2023, respectively.

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For 2024 and 2023 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.

dollar per British pound exchange rates used for such conversions were 1.2780 and 1.2437, which were the average annual Bank of Canada exchange rates for 2024 and 2023, 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.

See Note 2 to the “Notes to Consolidated Financial Statements – Summary of Significant Accounting Policies – Stock-Based Compensation” and Note 10(f) “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, 2024.

(3) The amounts reflect the dollar value of incentive bonuses paid in 2025 and 2024 for performance during 2024 and 2023, respectively, as discussed further above under “ Executive Compensation – Components of Compensation Package – Cash Bonus .”

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

Galbraith also served as our interim Chief Financial Officer, principal financial officer and principal accounting officer from March 31, 2024 until September 1, 2024.

(5) Of the total amount for 2024, (i) $53,969 represents accommodation benefits, (ii) $6,390 represents Company contributions to a defined contribution pension plan, (iii) $14,516 represents private health insurance premiums, (iv) $701 represents life insurance premiums through our group ex tended benefit plan, (v) $30,853 represents airfare for immediate family members in accordance with the terms of Mr.

Galbraith’s employment agreement, (vi) $30,000 represents an estimated tax equalization payment (which includes $16,000 for estimated tax gross-up) in connection with taxation attributable to the performance of work outside the UK, and (vii) $3,030 represents reimbursement for tax preparation services.

(6) 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.

Patterson has served as our Executive Vice President, Chief Business Officer and Chief Financial Officer since September 1, 2024.

In 2024, she received a $50,000 sign-on bonus and options to purchase 360,000 shares of common stock.

(8) Represents Company contributions of $6,063 to our 401(k) 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.

(10) Of the total amount for 2024, (i) $44,283 represents a tax equalization payment for 2023 paid in 2024, and (ii) $4,433 represents life insurance premiums through our group extended benefit plan.

(11) Of the total amount for 2023, (i) $41,496 represents accommodation benefits (which benefits ceased in connection with Dr.

Moore's relocation to Vancouver in 2023), (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.

Clawback Policy

In November 2023, we adopted a compensation recovery policy (the “Clawback Policy”) in accordance with the SEC and Nasdaq requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

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.

Outstanding Equity Awards at 2024 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.

The following table lists all outstanding 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, 2024:

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1/5/2023 — — — — 95,334 1,395,690

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

1/5/2024 — 300,000 10.56 1/4/2034 —

1/5/2024 — — — — 200,000 2,928,000

1/5/2023 — 47,000 8.00 1/4/2033 — —

Leone Patterson

9/1/2024 — 360,000 11.73 8/31/2034 — —

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1/5/2023 — — — — 34,334 502,650

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

1/5/2024 — 90,000 10.56 1/4/2034 — —

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________________________

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 .”

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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.

Defined Contribution Plans

Registered Retirement Savings Plan

Our executive officers resident in Canada are eligible, along with all other employees resident in Canada, to participate in our registered retirement savings plan (“RRSP”) matching program.

Under this program, we match the amount contributed by each employee into a group RRSP plan, up to a pre-determined percentage of annual salary.

We match employee contributions to the group RRSP up to 6.0% of annual salary.

Generally, company matching contributions will not exceed 50% of the maximum annual RRSP dollar limit as specified by the Canada Revenue Agency in any given year.

Our executive officers resident in the United States are eligible, along with all other U.S.-based employees, to participate in a 401(k) matching program.

Under this program, we match the amount contributed by each employee into a 401(k) plan, up to a predetermined percentage of annual salary.

We match employee contributions to a 401(k) plan up to 6.0% of annual salary, with company matching contributions not to exceed the annual personal and Age 50 Catch Up contribution limit (if applicable) set by the Internal Revenue Service, or the IRS, in any given year.

Group Personal Pension Plan

Our executive officers resident in the UK are eligible, along with all other employees resident in the UK, to participate in our group personal pension (“GPP”) plan matching program.

Under this program, we match the amount contributed by each employee into a GPP plan, up to a pre-determined percentage of annual salary.

We match employee contributions to a GPP plan up to 6.0% of annual salary.

Generally, company matching contributions will not exceed 50% of the maximum annual plan dollar limit set by His Majesty’s Revenue and Customs, or HMRC, in any given year.

Non-qualified Deferred Compensation

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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’s principal place of employment as the UK, 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.

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• 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;

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

• If we terminate Mr.

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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.

On March 31, 2024, Mr.

Galbraith was appointed interim Chief Financial Officer and continued in his roles as Chair of the board of directors, President and Chief Executive Officer and assumed the duties of principal financial officer and principal accounting officer, without any changes to his compensatory arrangements.

In connection with Ms.

Patterson’s start date, Mr.

Galbraith resigned from the positions of interim Chief Financial Officer and as principal financial officer and principal accounting officer of the Company, effective September 1, 2024.

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.

Galbraith’s employment with the Company were unchanged in connection with his appointment and subsequent resignation as interim Chief Financial Officer, principal financial officer and principal accounting officer.

Leone Patterson .

On July 19, 2024, our subsidiary ZBI entered into an employment agreement with Ms.

Patterson, which became effective September 1, 2024, setting forth the terms and conditions of her employment as Executive Vice President, Chief Business Officer and Chief Financial Officer of the Company (the “Patterson Employment Agreement”).

The Patterson Employment Agreement does not have a stated term.

Pursuant to the Patterson Employment Agreement, Ms.

Patterson is entitled to the following compensation and benefits:

• An annual base salary of $485,000, with eligibility to earn an annual discretionary bonus of up to 45% of her annual base salary, based upon the achievement of certain Company goals determined by the board of directors.

With respect to 2024, Ms.

Patterson was eligible to receive a pro-rated bonus for the six-month period from July 1, 2024 through December 31, 2024;

• Eligibility to participate in Company 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;

• Signing bonus of $50,000, which will be repayable in full to ZBI within 30 days of Ms.

Patterson’s employment termination date if her employment is terminated for Cause (as defined in the Patterson Employment Agreement) or by Ms.

Patterson for any reason, in either case, within one year of the effective date of the Patterson Employment Agreement;

• Options, which were granted to Ms.

Patterson in 2024, to purchase 360,000 of our common shares at an exercise price per share equal to the fair market value on the date of grant.

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

Patterson’s continued service through the applicable vesting date;

• If we terminate Ms.

Patterson’s employment without cause during her first three years of employment, then Ms.

Patterson 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 her employment, if we terminate Ms.

Patterson’s employment without cause, Ms.

Patterson 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.

Patterson 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 Ms.

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

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

Patterson 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 Ms.

Patterson entering into a valid separation and release agreement with us.

In addition, if any of the payments or benefits provided for under the Patterson Employment Agreement employment agreement or otherwise payable to Ms.

Patterson would constitute “parachute payments” within the meaning of Section 280G of the Code and would be subject to the related excise tax, she would be entitled to receive either full payment of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax,

whichever results in the greater amount of after-tax benefits to her.

The Patterson Employment Agreement does not require us to provide any tax gross-up payments to her.

On July 18, 2022, the Company and our subsidiary ZBI 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”).

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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.

Moore in July 2023 (the “Moore Employment Agreement”) that supersedes and replaces the Initial Employment Agreement.

The Moore Employment Agreement does not have a stated term.

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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.

In addition, if any of the payments or benefits provided for under the Moore Employment Agreement employment agreement or otherwise payable to Dr.

Moore would constitute “parachute payments” within the meaning of Section 280G of the Code and would be subject to the related excise tax, he would be entitled to receive either full payment of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever

results in the greater amount of after-tax benefits to him.

The Moore Employment Agreement does not require us to provide any tax gross-up payments to him.

Equity Compensation Plan Information

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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.

If we enter into an agreement for a transaction that, if completed, would result in a change of control, or otherwise become 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.

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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.

The Company’s Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

During 2024, we granted stock options to employees, including our named executive officers.

We do not take material nonpublic information into account in determining the timing of such awards .

Further, we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

We typically grant annual equity awards (including stock options) to our executive officers and non-executive employees early in the first quarter of each year.

For equity awards to executive officers in connection with their hire date, such grants are typically made on the date of the commencement of their employment.

For equity awards to non-executive employees in connection with their hire date, such grants are typically made on a pre-determined date in the month following the commencement of their employment.

We have never granted stock appreciation rights to any employees or other service providers.

During fiscal year 2024, the Company awarded options to certain of our named executive officers in the period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a report on Form 8-K that disclosed material nonpublic information, and ending one business day after such filing or furnishing.

The following table provides information concerning each such award:

Name Grant Date Number of Securities Underlying the Award

Exercise Price of the Award ($/Sh)

Grant Date Fair Value of the Award ($) (1)

Percentage Change in the Closing Market Price of the Securities Underlying the Award between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following the Disclosure of Material Nonpublic Information

Kenneth Galbraith 1/5/2024 300,000 10.56 1,985,672 ( 1.03 )%

Paul Moore 1/5/2024 90,000 10.56 595,702 ( 1.03 )%

________________________

(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(f) “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, 2024.

Director Compensation Table

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Galbraith, whose compensation is provided in the Summary Compensation Table above) for the year ended December 31, 2024.

Cesano and Mr.

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

Nodelman is not included in the table below as he did not join the board of directors until 2025.

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.

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Carlos Campoy 65,000 241,472 — 306,472

Alessandra Cesano (3)

46,750 763,477 — 810,227

Cox 50,000 241,472 — 291,472

Nancy Davidson 53,500 241,472 — 294,972

Neil Gallagher (4)

35,125 662,283 — 697,408

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Miller 60,000 (10)

241,472 — 301,472

Kelvin Neu (6)

55,000 241,472 — 296,472

Renton 51,245 212,754 — 263,999

Natalie Sacks 29,391 — — 29,391

Zoth 84,845 — — 84,845

Scott Platshon (7)

55,000 — — 55,000

________________________

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.

See Note 2 to the “ Notes to Consolidated Financial Statements – Summary of Significant Accounting Policies – Stock-Based Compensation ” and Note 10(f) “ 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, 2024.

(2) As of December 31, 2024, directors held the following number of options to purchase Company common shares:

Campoy, 118,000;

Cesano, 105,000;

Cox, 141,000;

Davidson, 105,000;

Gallagher, 105,000;

Hillan, 93,675;

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Miller, 118,000;

Neu, 102,000;

Platshon, nil;

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.

Cesano joined the Company’s board of directors in February 2024.

Gallagher joined the Company’s board of directors in April 2024.

Hillan ceased serving on the Company’s board of directors in February 2024.

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

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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.

Platshon joined the Company’s board of directors in February 2024.

Platshon waived his entitlement to cash and equity compensation otherwise payable to him pursuant to the Company’s non-employee director compensation policy.

Renton ceased serving on the Company’s board of directors in December 2024.

(9) Due to a clerical error, Dr.

Hillan received $2,667 less than he was entitled to under the Company’s non-employee director compensation policy.

This inadvertent underpayment will be corrected by paying Dr.

Hillan the outstanding amount owed to him.

(10) Due to a clerical error, Mr.

Miller received $417 more than he was entitled to under the Company’s non-employee director compensation policy.

This inadvertent overpayment will be corrected by withholding such overpaid amounts from the amounts he will be owed for service as a director in 2025.

Director Compensation

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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.

From time to time, the compensation committee works with Aon to update prior competitive assessments of our board of director compensation program.

In November 2023, the compensation committee 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.

• The annual cash retainer fee for service as a member of the board of directors and for service as lead independent director was maintained at the 2023 level at $40,000 and $65,000, respectively.

• Beginning January 1, 2024, the annual cash retainer fee for service as chair of the audit committee was increased from $15,000 to $20,000, the annual cash retainer fee for service as a member of the audit committee was increased from $7,500 to $10,000, the annual cash retainer fee for service as chair of the compensation committee was increased from $12,000 to $15,000, the annual cash retainer fee for service as a member of the compensation committee was increased from $6,000 to $7,500, the annual cash retainer fee for service as chair of the nominating and corporate governance committee was increased from $8,500 to $10,000, the annual cash retainer fee for service as a member of the nominating and corporate governance committee was increased from $4,250 to $5,000.The annual cash retainer fee for service as chair of the research and development committee was maintained at $15,000 and the annual cash retainer fee for service as a member of the research and development committee was maintained at $6,000;

• 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 increased 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 increased 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.

In December 2024, the board of directors, upon advice from its independent compensation consultants and recommendation from the compensation committee following its annual assessment of the board of directors’ compensation program, approved the following changes to the cash and equity compensation of non-employee directors, which changes adjust the board of directors’ compensation program to more closely align with the non-employee director compensation practices of the Company’s peer group.

• Beginning January 1, 2025, the annual cash retainer fee for service as a member of the research and development committee will be increased from $6,000 to $7,500 with all other annual cash retainers for the Board and its committees remaining unchanged;

• Effective immediately, the initial option grants for any new non-employee directors, to be granted on or about the time of the director joining the Board, was reduced from options to purchase 74,000 shares of Company common stock to options to purchase 62,000 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 optionee’s continued service;

• Effective immediately, the annual equity grant to continuing non-employee directors, to be granted at or about the time of the Company’s annual meeting of stockholders, was reduced from options to purchase 37,000 shares of Company common stock to options to purchase 31,000 shares of Company common stock, 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.

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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.

Beginning December 2024, new non-employee directors will be granted an initial option grant to purchase 62,000 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 31,000 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.

Pursuant to amendments approved by the board of directors in December 2024, upon cessation of a non-employee director’s continued service, each outstanding stock option held by such director is subject to (i) pro rata acceleration of vesting of options granted as annual equity awards in connection with the 2024 annual meeting of stockholders for directors departing after the 2024 annual meeting of stockholders, but at or before our 2025 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 2024 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).

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Equity Compensation Plan 8,340,034 $15.28 (3)

5,196,630 (4)

ESPP — — 2,320,096

Original Plan 493,878 $17.07 (5)

Original Plan 307,855 C$17.86 (5)

Equity compensation plans not approved by security holders

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(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.

(3) Stock options granted under the Equity Compensation Plan are granted with exercise prices in U.S.

Previously, stock options granted under the Equity Compensation Plan were granted with exercise prices in both Canadian and U.S.

As of December 31, 2024, there were 7,046,064 outstanding stock options under the Equity Compensation Plan, consisting of 774,980 stock options with a weighted average exercise price of C$17.69 ($12.91 based on the U.S.

dollar per Canadian dollar exchange rate of 0.7301, which was the average annual Bank of Canada exchange rate for 2024) and 6,271,084 stock options with a weighted average exercise price of $11.46.

(4) 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 is automatically increased on the first day of each calendar year by 4.0% of the number of outstanding shares on the last day of the immediately preceding calendar year (or such lesser number of shares as our board of directors may determine prior to the start of the applicable calendar year).

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

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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.

Our Inducement Plan was adopted by our board of directors in January 2022, and was amended and restated in October 2022 and July 2024.

The Inducement Plan was adopted without stockholder approval pursuant to the NYSE listing rules related to inducement plans, which were the rules applicable at the time of the initial adoption of the Inducement Plan, and which are substantially similar to the Nasdaq rules related to inducement plans that currently apply to the Inducement Plan.

The Inducement Plan allows for the grant of options, 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.

However, in accordance with the exemption requirements under 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

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15,720,161 (1)

BVF Partners L.P.

Morgan Stanley

4,842,464 (3)

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4,840,463 (4)

Morgan Stanley

BVF Partners L.P.

4,607,935 (5)

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3,923,328 (6)

Rubric Capital Management LP

3,917,331 (7)

Directors and Named Executive Officers:

Christopher Astle

Carlos Campoy

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Kenneth Galbraith

Neil Gallagher 24,666 (13)

Oleg Nodelman

15,720,161 (18)

Scott Platshon

Leone Patterson

All Directors, Executive Officers:

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* 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.

† Percentage of total voting power represents voting power with respect to all outstanding 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 outstanding 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) 14,733,109 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”) and (ii) 987,052 shares of common stock held by EcoR1 Capital Fund, L.P.

(“Capital Fund”).

In addition, Qualified Fund holds 4,818,462 shares of common stock issuable upon the exercise of pre-funded warrants and Capital Fund holds 268,059 shares of common stock issuable upon the exercise of pre-funded warrants.

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.

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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.

Nodelman and Scott Platshon, a Partner of EcoR1, are members 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.

For purposes of calculating the Percentage of Shares Beneficially Owned and the Total Voting Percentage, the calculations do not include the 5,086,521 pre-funded warrants to purchase 5,086,521 shares of our common stock.

(3) 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.

(4) Based on a Schedule 13G/A filed February 14, 2025, consists of 4,840,463 shares of common stock held as of December 31, 2024 by certain private investment vehicles managed by Redmile Group, LLC, including 3,470,727 shares of common stock held by Redmile Biopharma Investments III, L.P.

(collectively, “Redmile”), and may be deemed beneficially owned by Redmile as investment manager of such private investment vehicles and by Jeremy C.

Green as the principal of Redmile.

The address for this entity is One Letterman Drive

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

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

(5) Based on a Schedule 13G/A filed November 14, 2024, consists of 2,392,283 shares of common stock held by Biotechnology Value Fund, L.P.

(“BVF”), 1,919,991 shares of common stock held by Biotechnology Value Fund II, L.P.

(“BVF2”), 212,898 shares of common stock held by Biotechnology Value Trading Fund OS LP (“Trading Fund OS”), and 82,763 shares of common stock held in a certain BVF Partners L.P.

managed account, each as of September 30, 2024.

BVF I GP LLC (“BVF GP”), as the general partner of BVF, may be deemed to beneficially own the 2,392,283 shares of common stock beneficially owned by BVF as of September 30, 2024.

BVF II GP LLC (“BVF2 GP”), as the general partner of BVF2, may be deemed to beneficially own the 1,919,991 shares of common stock beneficially owned by BVF2 as of September 30, 2024.

BVF Partners OS Ltd (“Partners OS”), as the general partner of Trading Fund OS, may be deemed to beneficially own the 212,898 shares of common stock beneficially owned by Trading Fund OS as of September 30, 2024.

BVF GP Holdings LLC (“BVF GPH”), as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 4,312,274 shares of common stock beneficially owned in the aggregate by BVF and BVF2 as of September 30, 2024.

BVF Partners L.P.

(“Partners”), as the investment manager of BVF, BVF2 and Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 4,607,935 shares of common stock beneficially owned in the aggregate by BVF, BVF2 and Trading Fund OS and, including 82,763 Shares held in certain BVF Partners L.P.

managed account, as of September 30, 2024.

BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 4,607,935 Shares beneficially owned by Partners as of September 30, 2024.

Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 4,607,935 Shares beneficially owned by BVF Inc.

as of September 30, 2024.

The address for BVF, BVF GP, BVF2, BVF2 GP, BVF PHH, Partners, BVF Inc.

and Mark Lampert is is 44 Montgomery Street, 40th Floor, San Francisco, CA 94104.

The address for Trading Fund OS and Partners OS is PO Box 309 Ugland House, Grand Cayman, KY-1104, Cayman Islands.

(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.

(7) Based on a Schedule 13G filed November 13, 2024, consists of 3,917,331 shares of common stock held, as of September 30, 2024, by certain investment funds and/or accounts for which Rubric Capital Management LP ( “ Rubric Capital ” ) serves as investment adviser.

David Rosen is the Managing Member of Rubric Capital Management GP, LLC, the general partner of Rubric Capital.

The address of each of Rubric Capital and Mr.

Rosen is 155 East 44th Street, Suite 1630, New York, NY 10017.

(8) Consists of 66,166 shares of common stock issuable upon the exercise of options exercisable within 60 days after February 28, 2025.

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(12) Consists of 80,803 shares of common stock and 620,937 shares of common stock issuable upon the exercise of options exercisable within 60 days after February 28, 2025.

(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.

(13) Consists of 24,666 shares of common stock issuable upon the exercise of options exercisable within 60 days after February 28, 2025.

(14) Consists of 110,000 shares of common stock issuable upon the exercise of options exercisable within 60 days after February 28, 2025.

(15) Consists of 70,333 shares of common stock issuable upon the exercise of options exercisable within 60 days after February 28, 2025.

(16) Consists of 23,333 shares of common stock and 209,219 shares of common stock issuable upon the exercise of options exercisable within 60 days after February 28, 2025.

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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.

(18) Consists of the shares of common stock and pre-funded warrants described in footnotes 1 and 2 above.

Nodelman joined our Board in February 2025, and disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

Smith is not a named executive officer, but he is a current executive officer.

Therefore, Dr.

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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.

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.

The per share purchase price for the pre-funded warrants was $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.

In addition, we agreed that EcoR1 would 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.

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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.

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 filed our 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.

The registration statement filed pursuant to the registration rights agreement became automatically effective upon filing on March 7, 2024.

Indebtedness of Directors, Executive Officers and Employees

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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.

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.

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.

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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.

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

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.

Davidson, Dr.

Gallagher and Mr.

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

Miller and Mr.

Nodelman, 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 .”

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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 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 provided for, among other things, the termination of the Consulting Agreement effective as of November 30, 2023.

In total, we 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.

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(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).

3.4 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).

4.1 Description of Capital Stock.

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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.

and Neil Klompas (incorporated by reference to Exhibit 10.4 to Zymeworks BC Inc.’s Registration Statement on Form F-1 filed with the SEC on April 3, 2017).

10.2# Promotion Letter from Zymeworks BC Inc.

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).

10.3# 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).

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

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(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).

Indenture of Lease dated as of January 25, 2019, by and between 5th & Main Partnership and Zymeworks BC Inc.

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(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).

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).

Third Lease Modification Agreement, dated February 17, 2021, by and between Zymeworks BC Inc.

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(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).

Separation and Release Agreement by and between Zymeworks Biopharmaceuticals Inc.

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).

Direction to Tenants, dated July 9, 2024, from 130 E 4th(2) Partnership, 130 E 4th Property Inc., and 114 East 4th Avenue, LLC to Tenants of 114 East 4th Avenue, Vancouver, BC (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on October 31, 2024).

Employment Agreement by and between Zymeworks BC Inc.

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(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.

and Christopher Astle, dated February 24, 2022 (incorporated by reference to Exhibit 10.1 to Zymeworks BC Inc.’s Current Report on Form 8-K filed with the SEC on February 25, 2022).

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).

Employment Agreement by and between Zymeworks Pharmaceuticals Limited and Jeffrey Smith, dated January 3, 2023.

Employment Agreement by and between Zymeworks Pharmaceuticals Limited and Jeffrey Smith, dated January 3, 2023 (incorporated by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K filed with the SEC on March 6, 2024).

Letter, dated January 5, 2024, from Zymeworks Inc.

to Jeffrey Smith.

to Jeffrey Smith (incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K filed with the SEC on March 6, 2024).

Employment Agreement between Zymeworks Biopharmaceuticals Inc.

and Leone Patterson, dated July 19, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 25, 2024).

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).

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1 to the Company’s Registration Statement on Form S-4 filed with the SEC on August 19, 2022).

Inducement Stock Option and Equity Compensation Plan of the Company (and forms of agreements thereunder).

Amended and Restated Inducement Stock Option and Equity Compensation Plan (and forms of award agreements thereunder) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 25, 2024).

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) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 1, 2024) .

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).

Amended and Restated Employee Stock Purchase Plan of the Company (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K12B filed with the SEC on October 13, 2022).

Sales Agreement, dated November 9, 2022, by and between the Company and Cantor Fitzgerald & Co.

(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).

Sales Agreement, dated August 2, 2024, by and between the Company and TD Securities (USA) LLC (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 2, 2024).

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).

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.

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10.52 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.

19.1 I nsider Trading Policy .

21.1 Subsidiaries of the Company (incor p orated by ref erence to Exhibit 21.1 to the Company ’ s Annual Report on Form 10-K filed with the SEC on March 6, 2024) .

23.1 Consent of KPMG LLP, an Independent Registered Public Accounting Firm.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1 Compensation Reco very Policy.

97.1 Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 6, 2024).

101 The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL (Inline eXtensible Business Reporting Language):

(i) Consolidated Balance Sheets as at December 31, 2023 and 2022, (ii) Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the years ended December 31, 2023, 2022 and 2021, (iii) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2023, 2022 and 2021, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 and (vi) Notes to Consolidated Financial Statements.

(i) Consolidated Balance Sheets as at December 31, 2024 and 2023, (ii) Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income for the years ended December 31, 2024, 2023 and 2022, (iii) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024, 2023 and 2022, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 and (vi) Notes to Consolidated Financial Statements.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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Kenneth Galbraith

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, 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.

Chair of the Board of Directors, President 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, and Leone Patterson, 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.

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Kenneth Galbraith

/s/ Christopher Astle Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) March 6, 2024

Christopher Astle

/s/ Leone Patterson

Executive Vice President, Chief Business and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

March 5, 2025

Leone Patterson

March 5, 2025

/s/ Alessandra Cesano

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March 5, 2025

/s/ Hollings C.

March 6, 2024

/s/ Carlos Campoy

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Scott Platshon

/s/ Neil Gallagher

March 5, 2025

Neil Gallagher

/s/ Oleg Nodelman

March 5, 2025

Oleg Nodelman

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