At the Annual Meeting, our stockholders will be asked:

The Board of Directors (the “Board”) recommends that you vote your shares as indicated below. follows:

If you return a properly-completed proxy card, or vote your shares by telephone or Internet, your shares of common stockCommon Stock will be voted on your behalf as you direct. If not otherwise specified, the shares of common stockCommon Stock represented by the proxies will be voted andin accordance with the BoardBoard's recommendations.

A record holder holds shares in his or her name. Shares held in “street name” means shares that are held in the name of a bank, broker or brokerother nominee on a person’s behalf.

Yes. If your shares are held by a bank, broker or a brokerage firm,other nominee, you are considered the “beneficial owner” of those shares held in “street name.” If your shares are held in street name, these proxy materials are being provided to you by your bank or brokerage firm,nominee, along with a voting instruction card if you received printed copies of our proxy materials. As the beneficial owner, you have the right to direct your bank or brokerage firmnominee how to vote your shares, and the bank or brokerage firmnominee is required to vote your shares in accordance with your instructions. If your shares are held in street name, you may not vote your shares online at the Annual Meeting unless you obtain a legal proxy from your bank or brokerage firm.nominee.

A quorum must be present at the Annual Meeting for any business to be conducted. The presence at the Annual Meeting, online or by proxy, of the holders of a majority in voting power of the common stockCommon Stock issued and outstanding and entitled to vote on the Record Date will constitute a quorum. Abstentions and broker non-votes, if any, will be counted for purposes of determining whether a quorum is present for the transaction of business at the Annual Meeting.

If a quorum is not present at the scheduled time of the Annual Meeting, the Chairperson of the Annual Meeting is authorized by our Amended and Restated Bylaws to adjourn the meeting, without the vote of stockholders.

Yes.

A representative of Broadridge, Financial Solutions, Inc., our inspector of election, will tabulate and certify the votes.

As part of the Annual Meeting, we will hold a live Q&Aquestion and answer session, during which we intend to answer questions submitted online during the meetingAnnual Meeting that are pertinent to the Company and the meeting matters, as time permits. Only stockholders that have accessed the Annual Meeting as a stockholder (rather than as a “Guest”) by following the procedures outlined above in “Who canmay attend the Annual Meeting?” will be permitted to submit questions during the Annual Meeting. Each stockholder is limited to no more than two questions. Questions should be succinct and only cover a single topic. We will not address questions that are, among other things:

A “vote withheld,” in the case of the proposal regarding the election of directors, or an “abstention,” in the case of the twothree other proposals to be voted on at the Annual Meeting, represents a stockholder’s affirmative choice to decline to vote on a proposal. Votes withheld and abstentions are counted as present and entitled to vote for purposes of determining a quorum. Votes withheld have no effect on the election of directors. Abstentionsdirectors, and abstentions have no effect on the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm or the amendmentother proposals.

If your broker non-votes occur whenholds your shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal becausestreet name, the broker may vote your shares (1) on any proposal if the broker has received voting instructions from you, or (2) on “routine” matters even if the broker has not received voting instructions from you. At the Annual Meeting, your broker may, without instructions from you, vote on Proposal 2, which is considered a routine matter, but not on any of the other proposals. Broker non-votes are shares represented at the Annual Meeting held by brokers, bankers or other nominees for which instructions have not been received from the beneficial ownerowners or persons entitled to vote such shares, and (2) lackssuch brokers, bankers or other nominees do not have discretionary voting power to vote thosesuch shares. A broker is entitled to vote shares held for a beneficial owner on routine matters, such as the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm, without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on non-routine matters, such as the election of directors and the amendment and restatement of the 2020 Employee Stock Purchase Plan. Broker non-votes count for purposes of determining whether a quorum is present.

We plan to announce preliminary voting results at the Annual Meeting, and we will report the final results in a Current Report on Form 8-K, which we intendare required to file with the SEC afterwithin four business days following the Annual Meeting.

This proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively. Abstentions are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. Because brokers have discretionary authority to vote on the ratification of the appointment of Ernst & Young, LLP, we do not expect any broker non-votes in connection with this proposal.

Audit fees consist of fees billed for the audit of our annual consolidated financial statements, the review of the interim consolidated financial statements, and related services that are normally provided in connection with registration statements.

Audit-related fees were primarily incurred for accounting consultations.

The Audit Committee has adopted a policy, (the “Pre-Approval Policy”)or the Pre-Approval Policy, that sets forth the procedures and conditions pursuant to which audit and non-audit services proposed to be performed by the independent auditor may be pre-approved. The Pre-Approval Policy generally provides that we will not engage Ernst & Young LLP to render any audit, audit-related, tax or permissible non-audit service unless the service is either (i) explicitly approved by the Audit Committee, (“or a specific pre-approval”)pre-approval, or (ii) entered into pursuant to the pre-approval policies and procedures described in the Pre-Approval Policy, (“or a general pre-approval”).pre-approval. Unless a type of service to be provided by Ernst & Young LLP has received general pre-approval under the Pre-Approval Policy, it requires specific pre-approval by the Audit Committee or by a designated member of the Audit Committee to whom the committee has delegated the authority to grant pre-approvals. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval. For both types of pre-approval, the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence. The Audit Committee will also consider whether the independent auditor is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with the Company’s business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance the Company’s ability to manage or control risk or improve audit quality. All such factors will be considered as a whole, and no one factor should necessarily be determinative. On a periodic basis, the Audit Committee reviews and generally pre-approves the services (and related fee levels or budgeted amounts) that may be provided by Ernst & Young LLP without first obtaining specific pre-approval from the Audit Committee. The Audit Committee may revise the list of general pre-approved services from time to time, based on subsequent determinations.

This proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively. Abstentions and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

Our Board of Directors currently consists of six members: David Johnson, Kimberly Blackwell, M.D., Cam S. Gallagher, David M. Johnson, Enoch Kariuki, Pharm.D., Anthony Y. Sun, M.D.Jan Skvarka, Ph.D. and Karan S. Takhar. As set forth in our Restated Certificate of Incorporation, the Board of Directors is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Our Restated Certificate of Incorporation and Amended and Restated Bylaws provide that the authorized number of directors may be changed only by resolution of the Board of Directors.Board. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Vacancies on the Board are filled exclusively by the affirmative vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director, and not by the stockholders. A director elected to fill a vacancy will hold office until the next election of the class for which such director shall have been chosen, subject to the election and qualification of a successor and to such director’s earlier death, resignation or removal. Our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds in voting power of the outstanding shares of our capital stock entitled to vote in the election of directors.

Kimberly Blackwell, David M.Mr. Johnson, EnochDr. Kariuki, Pharm.D.Dr. Skvarka and Karan S.Mr. Takhar each qualify as “independent” in accordance with the listing requirements of The Nasdaq Stock Market, or Nasdaq. The Nasdaq independence definition includes a series of objective tests, including that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his family members has engaged in various types of business dealings with us. In addition, as required by Nasdaq listing rules, our Board of Directors has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of our Board, of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our Board of Directors reviewed and discussedconsidered information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management, including that Mr. Takhar is affiliated with one of our significant stockholders. Cam S.Our Board also determined that each of the current members of our Audit Committee, Compensation Committee, and Nominating Committee satisfies the independence standards for such committee established by the SEC and Nasdaq listing requirements, as applicable. As employees of the Company, Dr. Blackwell and Mr. Gallagher and Anthony Y. Sun, M.D., are not independent. David E. Goel, one of our former directors, qualified as independent during the period he served on our Board of Directors in 2020 until his departure on June 26, 2020. There are no family relationships among any of our directors or executive officers.

The Nominating and Corporate Governance Committee is primarily responsible for searching for qualified director candidates for election to the Board and filling vacancies on the Board. To facilitate the search process, the Nominating and Corporate Governance Committee may solicit current directors and executives of the Company for the names of potentially qualified candidates or ask directors and executives to pursue their own business contacts for the names of potentially qualified candidates. The Nominating and Corporate Governance Committee may also consult with outside advisors or retain search firms to assist in the search for qualified candidates, or consider director candidates recommended by our stockholders. Once potential candidates are identified, the Nominating and Corporate Governance Committee reviews the backgrounds of those candidates, evaluates candidates’ independence from the Company and potential conflicts of interest and determines if candidates meet the qualifications desired by the Nominating and Corporate Governance Committee for candidates for election as a director. Kimberly Blackwell, M.D.,Mr. Johnson, one of our Class I DirectorIII director nominees, was initially recommended by several of ouran executive officers. Enoch Kariuki, Pharm.D.,director. Dr. Skvarka, our other Class I DirectorIII director nominee, was initially recommended by several non-management directors.

The Board will give appropriate attention to written communications that are submitted by stockholders and will respond if and as appropriate. Our Corporate Secretary is primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the directors as she considers appropriate.

Our Amended and Restated Bylaws and Corporate Governance Guidelines provide our Board of Directors with flexibility to combine or separate the positions of ChairmanChairperson of the Board, or Chairperson, and Chief Executive Officer in accordance with its determination that utilizing one or the other structure would be in the best interests of our Company. AtWe currently separate the current time, Anthony Y. Sun, M.D., our Presidentroles of Chairperson and Chief Executive Officer, serveswith Mr. Johnson, who is an independent director, serving as Chairman of the Board.Chairperson and Dr. Blackwell serving as our Chief Executive Officer. Our Board of Directors has determined that combiningseparating the roles of Chairman of the BoardChairperson and Chief Executive Officer is best for our companyCompany and our stockholders at this time because it promotes unifiedreinforces the independence of the Board from management, creates an environment that encourages objective oversight of management's performance and enhances the effectiveness of the Board as a whole. As Chairperson, Mr. Johnson presides over meetings of the Board, including executive sessions of the Board, and performs oversight responsibilities, while Dr. Blackwell, as Chief Executive Officer, is responsible for setting the strategic direction for our Company and the day-to-day leadership by Dr. Sun and allowsperformance of our Company. Mr. Johnson also may represent the Board in communications with stockholders and other stakeholders and provide input on the structure and composition of the Board. In addition, we believe the Chairperson is well-positioned to act as a bridge between management and the Board, facilitating the regular flow of information. Accordingly, we believe our current leadership structure is the optimal structure for a single, clear focus for managementus at this time.

Risk assessment and oversight are an integral part of our governance and management processes. Our Board of Directors encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Throughout the year, senior

Our Board of Directors has adopted an Insider Trading Compliance Policy, which applies to all of our directors, officers and employees. The policy prohibits our directors, officers and employees and any entities they control from purchasing financial instruments such as prepaid variable forward contracts, equity swaps, collars and exchange funds, or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities, or that may cause an officer, director or employee to no longer have the same objectives as the Company’s other stockholders.

There were sixseventeen meetings of the Board of Directors during the fiscal year ended December 31, 2020. During the fiscal year ended December 31, 2020, each2022. Each director attended at least 75% of the aggregate of (i) all meetings of the Board of Directors and (ii) all meetingsthe committees of the committeesBoard on which the director served during the period in which he or she served as a director. Prior to the consummation of our IPO, the board of directors of Zentalis Pharmaceuticals, LLC also met six times during the fiscal year ended December 31, 2020.2022 (in each case, which were held during the period for which he or she was a director and/or a member of the applicable committee).

Our Audit Committee’s responsibilities include:include the following:

Our Compensation Committee is responsible for assistingCommittee's responsibilities include the Board in the discharge of its responsibilities relating to the compensation of our executive officers. In fulfilling its purpose, our Compensation Committee has the following principal duties:following:

Our Nominating and Corporate Governance Committee’s responsibilities include:include the following: