DEF 14A of Xenon Pharmaceuticals Inc., Apr 24, 2025

DEF 14A of Xenon Pharmaceuticals Inc.

Filed Apr 24, 2025 · FY20240000950170-25-058086

Open on EDGAR

  1. ITEM 2 – ELECTION OF DIRECTORS

    ITEM 2 – ELECTION OF DIRECTORS The directors of the Corporation are elected each year at the annual meeting of the Corporation and hold office until their successors are elected or appointed. The Board has nominated each of the eight (8) persons listed below for election as a director of the Corporation and, in the absence of contrary instructions contained therein, the persons named as proxyholders in the enclosed forms of proxy intend to vote for the election of these nominees. The current term of office for each of our current directors will end at the conclusion of the Meeting. Each nominee elected to the Board at the Meeting will hold office until the next annual meeting of the Corporation, subject to earlier death, resignation, retirement, disqualification or removal. The following table sets out the names of the nominees for election as directors of the Corporation, all major offices and positions with the Corporation each now holds, each nominee’s principal occupation, business or employment for the five preceding years, the period of time during which each has been a director of the Corporation and the number of voting securities of the Corporation beneficially owned by each nominee, directly or indirectly, or over which each exercised control or direction, in accordance with National Instrument 51-102 – Continuous Disclosure Obligations, as of the Record Date.

  2. ITEM 2 – ELECTION OF DIRECTORS

    | Name and Municipality of Residence(1) | Current Position with the Corporation(1) | Age(1) | Principal Occupation or Employment in past 5 years(1) | Previous Service as a Director | Number of Voting Securities Beneficially Owned, Controlled or Directed(1)(2) | | Dawn Svoronos(4) Baie D’Urfe, QC Canada | Lead Independent Director | 71 | Ms. Svoronos has served as the Chair of our Board since June 2024 after serving as our Lead Independent Director since June 2021, and has served as a member of our Board since September 2016. Ms. Svoronos sits on the boards of directors of the following publicly traded biopharmaceutical companies: Acelyrin Inc., Adverum Biotechnologies, Inc. and Theratechnologies Inc. Ms. Svoronos retired in 2011 from Merck & Co., Inc. following a 23-year career in commercial positions of increasing seniority, most recently as President of Europe and Canada. Her previously held positions with Merck include Vice President of Asia Pacific and Vice President of Global Marketing for the Arthritis, Analgesics and Osteoporosis franchise. Ms. Svoronos previously sat on the boards of PTC Therapeutics, Inc., Global Blood Therapeutics, Inc., Endocyte, Inc., and Medivation Inc. Ms. Svoronos received a B.A. in English and French Literature from Carleton University. Our Board believes that Ms. Svoronos is qualified to serve as a director because of her experience in commercialization of pharmaceutical products and her senior management experience in the pharmaceutical industry. | Director since September 2016 | 25,000 Common Shares | | Gillian Cannon(4) Princeton, NJ, USA | Director | 61 | Dr. Cannon has served as a member of our Board since August 2023. Dr. Cannon brings more than 30 years of experience in the pharmaceutical industry, where she has served in leadership roles at multiple prominent global pharmaceutical companies including Merck and Co. Inc., UCB Inc. and Otsuka Pharmaceuticals. Serving more than 25 years at Merck, Dr. Cannon held a variety of senior positions, including Global Vice President for Commercial Operations at Merck’s start-up biosimilar business, Merck BioVentures; Business Unit Head for Merck’s specialty products franchise, and Global Commercial Head of Merck’s neuroscience franchise. More recently, Dr. Cannon was the President of U.S. | Director since August 2023 | 0 Common Shares |

  3. ITEM 2 – ELECTION OF DIRECTORS

    | | | | Operations for UCB Inc. from 2015 to 2017. In 2018, Dr Cannon joined Roivant Sciences, a biotechnology company, serving initially as COO for Alyvant and subsequently as Head of Commercial Innovation for Roivant until March 2024. Dr. Cannon currently serves on the Board of Directors for Corcept Therapeutics, a publicly traded clinical-stage biopharmaceutical company; Affibody AB, a Swedish biotechnology company; Edinburgh Innovations, the commercial arm of Edinburgh University, Our Future Health Trading Board, the largest UK health research program, and CoSyne Therapeutics, an AI-directed drug discovery and development company. She also serves as a lecturer in the Drug Discovery Master’s program at Drexel University, PA. Dr. Cannon received her B.Sc. in Biochemistry from the University of Edinburgh and Ph.D. in Health Administration from Temple University. Our Board believes that Dr. Cannon is qualified to serve as a director because of her experience in commercialization of pharmaceutical products, her scientific background and her senior management experience in the pharmaceutical industry. | | | | Steven Gannon(3) Montreal, QC Canada | Director | 63 | Mr. Gannon has served as a member of our Board since May 2015. Mr. Gannon has served as chairman of the board of directors of Altasciences, a private CRO/CDMO company, since April 2021; on the board of directors of Ritedose Pharmaceuticals since March 2022; and on the board of directors of Laborie Technologies since September 2016. Mr. Gannon also served on the board of directors of Fusion Pharmaceuticals, a public biopharmaceutical company, from January 2020 to June 2024; on the board of directors of enGene Inc., a biotechnology company, from February 2017 to June 2023; and on the board of directors of Aerogen Limited, a medical technology company, from November 2018 to July 2020. From June 2014 to March 2018, Mr. Gannon served on the board of directors of Advanced Accelerator Applications SA, a healthcare company acquired by Novartis in January 2018. Mr. Gannon was Chief Financial Officer, Senior Vice President of Finance and Treasurer at Aptalis Pharma Inc. until February 2014, after which it was sold to Forest Laboratories. Prior to joining Aptalis in 2006, Mr. Gannon served as the Chief Financial Officer for Cryocath Technologies Inc. from 1999 to 2006, as the Director of Finance and Administration of the Research Division of AstraZeneca Canada Inc. from 1996 to 1999, and as the Chief Financial Officer of Mallinckrodt Medical Inc.’s Canadian operations from 1989 to 1995. He received a bachelor of commerce in accounting and business systems from Concordia University in Montreal, Canada in 1983, and completed the Executive Program at the Richard Ivey School of Business at the University of Western Ontario in Ontario, Canada in 1995. He has been a CPA, CA since 1985. Our Board believes that Mr. Gannon is qualified to serve as a director because of his financial expertise and his senior management experience in the pharmaceutical industry. | Director since May 2015 | 2,000 Common Shares |

  4. ITEM 2 – ELECTION OF DIRECTORS

    | Elizabeth Garofalo(4) Ann Arbor, MI USA | Director | 67 | Dr. Garofalo has served as a member of our Board since June 2021. Since 2016, Dr. Garofalo has served as the principal for EAG Pharma Consulting LLC. Previously, she served in numerous leadership roles including as Senior Vice President and Global Head of Clinical Development for Novartis and as a member of its Global Development Leadership Team; Chair of the Novartis Portfolio Stewardship Board; Co-Head of the Novartis Neuroscience Franchise; Head of the Neuroscience Therapy Area at Astellas; Ann Arbor Site Head of Worldwide Regulatory Affairs at Pfizer; and Ann Arbor Site Head of Neuroscience at Pfizer. Since September 2020, Dr. Garofalo has served on the board of directors of Acadia Pharmaceuticals Inc., where she became a member of the compensation committee in December 2024, and, since September 2021, as a director of Alector, Inc., where she was a member of the audit committee and is chair of the compensation committee. In March 2021 she joined the board of directors of Exicure Inc., a biotechnology company, and in February 2022 was named the chair of its board of directors and a member of its audit and compensation committees. She resigned from the Exicure board in February 2023. She is a director of the non-profit Institute for Advanced Clinical Trials for Children (I-ACT) where she is chair of the board of directors. For several years, she was the chair of the Business Advisory Board for the Epilepsy Foundation of America. She has an M.D. from the Indiana University School of Medicine and completed fellowships in pediatric neurology and epilepsy at the University of Michigan Medical School. Our Board believes that Dr. Garofalo is qualified to serve as a director because of her experience in the pharmaceutical industry—with a particular focus on neurology and epilepsy—and expertise related to drug development, therapeutic product lifecycle management, and risk mitigation oversight. | Director since June 2021 | 0 Common Shares | | Justin Gover(3)(5) La Jolla, CA, USA | Director | 54 | Mr. Gover has been a member of our Board since August 2023. Mr. Gover brings nearly 25 years of experience in leadership positions in the biotechnology industry in the UK and the U.S. Mr. Gover served as founding Chief Executive Officer and as a director of GW Pharmaceuticals plc from the company’s inception in 1999 until its sale to Jazz Pharmaceuticals plc for $7.2 billion in May 2021. Mr. Gover led GW from London, UK from 1999 to 2015, at which time he relocated to San Diego, CA to open the company’s U.S. headquarters. At GW, Mr. Gover led the development and commercialization of Epidiolex® (cannabidiol), which is approved in the U.S. and Europe in the field of childhood onset epilepsy. From 2018 to 2021, Mr. Gover served on the Board of Directors of the Biotechnology Innovation Organization (BIO). Mr. Gover currently serves on the Board of Directors for Aeovian Pharmaceuticals, CURE Epilepsy and Rady Children’s Institute for Genomic Medicine. Mr. Gover holds an M.B.A. from the INSEAD business school in France and a B.Sc. (Hons) from Bristol University, UK. Our Board believes that Mr. Gover is qualified to serve as a director because of his experience in commercialization of pharmaceutical products and his senior management experience in the pharmaceutical industry. | Director since August 2023 | 0 Common Shares |

  5. ITEM 2 – ELECTION OF DIRECTORS

    | Patrick Machado(3)(5) Sydney, NSW Australia | Director | 61 | Mr. Machado has served as a member of our Board since November 2020. Mr. Machado co-founded and served as Chief Financial Officer and Chief Business Officer at Medivation, Inc. until his retirement in 2014 and served as a member of Medivation’s board of directors from 2014 until its acquisition for approximately $14 billion by Pfizer in 2016. During his tenure at Medivation, Mr. Machado helped lead the company through substantial growth and challenges, providing strong leadership during the clinical development and successful commercial launch of XTANDI®. Mr. Machado serves as Chair of the board of directors of Adverum Biotechnologies, Inc., and as a member of the boards of directors of Arcus Biosciences, Inc., Acelyrin, Inc. and Alumis Inc. Earlier in his career, from 1998 to 2001, Mr. Machado worked with ProDuct Health, Inc., a medical device company as Senior Vice President, Chief Financial Officer and earlier as General Counsel. He served as a consultant to Cytyc Corporation to assist with transitional matters from 2001 to 2002. Mr. Machado worked for Morrison & Foerster LLP, a leading international law firm, and for the Massachusetts Supreme Judicial Court. Mr. Machado received his J.D. degree from Harvard Law School and holds both a Bachelor of Science degree in Economics and a Bachelor of Arts degree in German from Santa Clara University in California. Our Board believes that Mr. Machado is qualified to serve as a director because of his senior management experience and his service on public and private company boards in the pharmaceutical industry. | Director since November 2020 | 0 Common Shares | | Ian Mortimer North Vancouver, BC Canada | President and Chief Executive Officer and Director | 49 | Mr. Mortimer has served as our President and Chief Executive Officer since June 2021, previously serving as President and Chief Financial Officer since March 2018. Mr. Mortimer previously served as our Corporate Secretary from June 2015 to March 2021, as our Chief Financial Officer and Chief Operating Officer since March 2015 and as our Chief Financial Officer since October 2013. Prior to joining us, Mr. Mortimer served as Executive Vice President and Chief Financial Officer at Tekmira Pharmaceuticals Corporation (now Arbutus Biopharma Corporation), a Nasdaq-listed biotechnology company, from 2007 until October 2013. Mr. Mortimer was responsible for all aspects of Tekmira’s finance and capital markets activities and led Tekmira’s listing on Nasdaq in 2010. From 2004 to 2007, Mr. Mortimer was Chief Financial Officer at Inex Pharmaceuticals and held various other positions at Inex Pharmaceuticals from 1997 to 2004. Since July 2020, Mr. Mortimer has served on the board of directors of Perimeter Medical Imaging AI, Inc., a publicly-traded medical device company focused on advanced in procedural medical imaging tools. Mr. Mortimer has an M.B.A. from Queen’s University, a B.Sc. in Microbiology from the University of British Columbia and is a Chartered Professional Accountant, Certified Management Accountant. Our Board believes that Mr. Mortimer is qualified to serve as a director because of his executive leadership experience in the pharmaceutical industry, his many years of service as an executive of the Corporation and his knowledge and perspective of the Corporation. | Director since June 2021 | 45,602(6) Common Shares |

  6. ITEM 2 – ELECTION OF DIRECTORS

    | Gary Patou(5) Los Altos Hills, CA USA | Director | 66 | Dr. Patou has served as a member of our Board since January 2004. Dr. Patou has served as a Chief Medical Officer at Star Therapeutics Inc. since August 2020. Dr. Patou has served as a member of the board of directors and Chief Medical Officer for BioIntervene Inc., a preclinical stage biopharmaceutical company, since January 2019. Previously, Dr. Patou was an Executive Partner at MPM Capital from 2005 until 2020, and has served as interim Chief Medical Officer in various MPM portfolio companies, including at Blade Therapeutics from October 2018 to December 2020. Prior to joining MPM, Dr. Patou was Executive Vice President and Chief Medical Officer of Oscient Pharmaceuticals Corp. from February 2004 to April 2005 following its merger with GeneSoft Pharmaceuticals, Inc. Prior to GeneSoft, Dr. Patou worked at SmithKline Beecham Pharmaceuticals, now a unit of GlaxoSmithKline, as Senior Vice President and Director, Project and Portfolio Management, managing all of the company’s pharmaceutical development projects. Dr. Patou has held a number of academic appointments at University College & Middlesex School of Medicine and received his B.Sc. from University of London and his M.D. from University College London. Our Board believes that Dr. Patou is qualified to serve as a director because of his scientific background and his senior management experience in the pharmaceutical industry. | Director since January 2004 | 28,475(7) Common Shares |

  7. ITEM 2 – ELECTION OF DIRECTORS

    This information has been provided by the respective director as of the Record Date. (2) The number of Common Shares set forth in this table have been presented in accordance with National Instrument 51-102 – Continuous Disclosure Obligations and do not include derivative securities that may be held by the persons included in the table. Such figures have not been calculated pursuant to the beneficial ownership rules promulgated by the SEC. For additional information regarding ownership of Common Shares presented in accordance with the SEC’s beneficial ownership rules, please see the section of this Circular captioned “Security Ownership of Certain Beneficial Owners and Management.” (3) Current member of the Audit Committee of the Board. (4) Current member of the Nominating and Corporate Governance Committee of the Board. (5) Current member of the Compensation Committee of the Board. (6) Consists of (i) 31,302 Common Shares held by Mr. Mortimer and (ii) 14,300 Common Shares held by Mr. Mortimer’s spouse. (7) Consists of (i) 23,573 Common Shares held by Dr. Patou and (ii) 4,902 Common Shares held by the Patou Family Trust.

  8. Information about the Board and Corporate Governance

    Information about the Board and Corporate Governance Our Board oversees the management of the business and affairs of Xenon as required under the applicable rules and regulations of the SEC and Nasdaq and under applicable Canadian laws. Our Board conducts its business through meetings of the Board and three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Our Board adopted a set of Corporate Governance Guidelines as a framework within which the Board and its committees conduct business. A copy of the Corporation’s Corporate Governance Guidelines is attached hereto as Schedule A. Our Board has established guidelines for determining director independence, and all current directors, with the exception of Mr. Mortimer, have been determined by our Board to be independent under applicable Nasdaq rules, the Board’s governance principles and Canadian securities laws. Mr. Mortimer is not considered independent due to his role as President and Chief Executive Officer. Xenon has also adopted a written Code of Business Conduct and Ethics (“Code of Conduct”) in order to help directors, officers and employees resolve ethical issues in an increasingly complex business environment. The Code of Conduct applies to all of our and our subsidiaries’ directors, officers and employees. The Code of Conduct covers topics including, but not limited to, conflicts of interest, confidentiality and compliance with laws. The Corporation’s Chief Legal Officer is responsible for overseeing and monitoring compliance with the Code of Conduct. The Chief Legal Officer reports directly to the Chief Executive Officer with respect to these matters and also will make periodic reports to the Corporation’s Audit Committee regarding the implementation and effectiveness of the Code of Conduct as well as the policies and procedures put in place to ensure compliance with the Code of Conduct. In addition, the Nominating and Corporate Governance Committee reviews actual and potential conflicts of interest of officers and members of our Board, other than related party transactions, which are reviewed by our Audit Committee. The Corporation is committed to maintaining high standards of corporate governance and this philosophy is continually communicated by our Board to management which in turn is emphasized to the employees of the Corporation on a continuous basis. A copy of the most up-to-date version of our Code of Conduct is available within the “Investors” section on our website located at https://www.xenon-pharma.com and on SEDAR+ at http://www.sedarplus.ca. We will post amendments to our Corporate Governance Guidelines and Code of Conduct or waivers of the same for directors and executive officers on the “Investors” section on our website located at https://www.xenon-pharma.com.

  9. Director Compensation

    Director Compensation We have adopted a director compensation policy that provides for equity and cash compensation to our non-management directors (the “director compensation policy”), as described below. For the purposes of the director compensation policy, our Compensation Committee classifies each director into one of the two following categories: (1) a “management director” is a director who is also an officer or otherwise employed by us in a management role; and (2) a “non-management director” is a director who is not an officer and not otherwise employed by us in a management role. Non-management directors (including our Chair of the Board) are eligible to receive compensation in the form of equity and cash under the director compensation policy, as described below. Management directors receive no compensation for their services on our Board. The Board approved market-competitive amendments to the director compensation policy, effective June 4, 2024 (the “2024 Policy Amendment”), based on the assessment of Aon Human Capital Solutions (also known as Radford) (“Aon”), our Compensation Committee's independent compensation consultant, of publicly available director compensation data from designated peer companies in the biotechnology industry. The Board approved additional market-competitive amendments to the director compensation policy, to be effective June 4, 2025 (the “2025 Policy Amendment”), based on Aon’s updated assessment of publicly available director compensation data from designated peer companies in the biotechnology industry. Please refer to the section of this Circular captioned “Executive Compensation - Use of Compensation Consultants and Market Data” for a more detailed discussion of our compensation peer group.

  10. Equity Compensation Under the Director Compensation Policy

    Equity Compensation Under the Director Compensation Policy Pursuant to the director compensation policy, immediately prior to the effectiveness of the 2024 Policy Amendment, new non-management directors were entitled to receive an option to purchase 28,000 Common Shares upon joining the Board and each non-management director was entitled to receive, on an annual basis, an option to purchase 19,000 Common Shares, granted following the annual meeting. Following the effectiveness of the 2024 Policy Amendment and prior to the effectiveness of the 2025 Policy Amendment, each new non-management director is entitled to receive an option to purchase a number of Common Shares upon joining the Board with an aggregate grant date fair value of $660,000, and each non-management director will be entitled to receive, on an annual basis, an option to purchase a number of Common Shares with an aggregate grant date fair value of $440,000, which generally will be granted immediately following the annual meeting. Following the effectiveness of the 2025 Policy Amendment, each non-management director will be entitled to receive, on an annual basis, an option to purchase a number of Common Shares, and/or restricted share units, in such proportions as the Board or our Compensation Committee may determine, with an aggregate grant date fair value of $440,000, which generally will be granted immediately following the annual meeting; no change was made to the grant to new non-management directors. Our 2014 Equity Incentive Plan, as amended and restated in June 2020, June 2022 and June 2024 (the “Amended and Restated 2014 Plan”) provides that, in any given fiscal year, a non-management director will not receive awards (whether cash-settled, share-settled or a combination thereof) having a grant date fair value greater than $750,000, increased to $1,000,000 in connection with his or her initial fiscal year of service, as determined under generally accepted accounting principles, to the extent applicable. The exercise price of each stock option granted is equal to the fair market value of a Common Share on the date of grant, which generally is determined by reference to the closing market price of our Common Shares on the date of grant. All of the stock options granted pursuant to the director compensation policy are made under our then-effective equity plan, which currently is our Amended and Restated 2014 Plan. Annual grants issued both prior to and following the effectiveness of the 2024 Policy Amendment fully vest on the earlier of (i) the one-year anniversary of the annual meeting on or around when such awards were granted, or (ii) the day immediately preceding the following year’s annual meeting. Initial grants issued both prior to and following the effectiveness of the 2024 Policy Amendment vest as to one-third of the total stock options on each of the first, second and third anniversaries of the non-management director’s initial start date. The vesting of each grant described above is subject to the non-management director’s continued service to us through each vesting date and the other terms and conditions of our then-effective equity plan and the applicable stock option agreement with that director. Our Amended and Restated 2014 Plan provides that if the service of an outside director (as defined in the Amended and Restated 2014 Plan) is terminated on or following a change of control, other than pursuant to a voluntary resignation, his or her stock options and share appreciation rights will vest fully and become immediately exercisable, all restrictions on his or her restricted shares and restricted share units will lapse, and with respect to his or her performance shares, all performance goals or other vesting requirements will be deemed achieved at 100% of target levels and all other terms and conditions will be considered met. Further, our Amended and Restated 2014 Plan provides that in the event of a merger or change of control, if a successor corporation or its parent or subsidiary does not assume or substitute an equivalent award for any outstanding award, then such award will fully vest, all restrictions on such award will lapse, all performance goals or other vesting criteria applicable to such award will be deemed achieved at 100% of target levels and such award will become fully exercisable, if applicable, for a specified period prior to the transaction. The award will then terminate upon the expiration of the specified period of time. Pursuant to the director compensation policy, on June 5, 2024, each of our non-management directors then serving on our Board was granted an option to purchase 15,542 Common Shares. In connection with his cessation of service on our Board in 2024, our Board approved the acceleration of vesting of 42,709 Common Shares subject to Dr. Pimstone’s stock options, effective as of the 2024 annual meeting. Dr. Azab did not hold any unvested stock options as of the date of the 2024 annual meeting. In addition, with respect to all stock options held by Drs. Pimstone and Azab as of their respective terminations of service, our Board extended the period during which Drs. Pimstone and Azab could exercise such options from 90 days to 12 months following their respective terminations of service, subject to any such option’s earlier original expiration date.

  11. Cash Compensation Under the Director Compensation Policy

    Cash Compensation Under the Director Compensation Policy Pursuant to the director compensation policy for each fiscal year, prior to the effectiveness of the 2024 Policy Amendment, each non-management director (excluding any non-executive Chair or Lead Independent Director of the Board) received an annual cash retainer of CAD$61,000 for serving on the Board. Any non-executive Chair or Lead Independent Director of the Board received an annual cash retainer of CAD$104,000. Following the effectiveness of the 2024 Policy Amendment, each non-management director (excluding any non-executive Chair or Lead Independent Director of the Board) receives an annual cash retainer of USD$45,000 for serving on the Board, and a non-executive Chair or Lead Independent Director of the Board receives an annual cash retainer of USD$80,000. Following the effectiveness of the 2025 Policy Amendment, each non-management director (excluding any non-executive Chair) will receive an annual cash retainer of USD$50,000 for serving on the Board, and any non-executive Chair will receive an annual cash retainer of USD$85,000. Pursuant to the director compensation policy then in effect, the Chairs and non-Chair members of the three standing committees of our Board were or will be entitled to the following cash retainers for each fiscal year as follows:

  12. Cash Compensation Under the Director Compensation Policy

    | | 2025 Chair Retainer(1) | 2025 Member Retainer(1) | 2024 Chair Retainer(2) | 2024 Member Retainer(2) | 2023 Chair Retainer(3) | 2023 Member Retainer(3) | | Board Committee | (USD$) | (USD$) | (USD$) | (USD$) | (CAD$) | (CAD$) | | Audit Committee | $20,000 | $10,000 | $20,000 | $10,000 | $26,000 | $13,000 | | Compensation Committee | 15,000 | 7,500 | 15,000 | 7,500 | 20,000 | 10,000 | | Nominating and Corporate Governance Committee | 10,000 | 5,000 | 10,000 | 5,000 | 14,000 | 7,000 |

  13. Cash Compensation Under the Director Compensation Policy

    (1) Cash retainers for the Chairs and non-Chair members of the committees of our Board will not be adjusted in the 2025 Policy Amendment. (2) Cash retainer in effect starting June 4, 2024. (3) Cash retainer in effect for fiscal year 2023 and a portion of fiscal year 2024, through June 3, 2024. All cash payments are paid in four equal installments on the date of our annual meeting and on the last day of the third month, sixth month and ninth month thereafter, during which such individual served as a director or non-executive Chair or Lead Independent Director of the Board or on a committee (such payments to be prorated for service during a portion of such payment period). All directors are reimbursed for reasonable travel expenses incurred to attend Board or committee meetings in their capacities as directors and/or committee members. The following table sets forth information concerning the compensation paid or accrued for services rendered to us by non-management members of our Board for the year ended December 31, 2024. Mr. Mortimer, our President and Chief Executive Officer, did not receive any additional compensation for service on our Board. Compensation paid or accrued for services rendered to us by Mr. Mortimer in his role as President and Chief Executive Officer is included in our disclosures related to executive compensation under the section of this Circular captioned “Executive Compensation.”

  14. Cash Compensation Under the Director Compensation Policy

    | Name | Fees Earned or Paid in Cash(1) ($) | Option Awards(2)(3) ($) | Total ($) | | Mohammad Azab(4) | $24,965 | $153,806 | $178,771 | | Gillian Cannon | 47,899 | 414,333 | 462,232 | | Steven Gannon | 64,643 | 414,333 | 478,976 | | Elizabeth Garofalo | 50,057 | 414,333 | 464,390 | | Justin Gover | 54,301 | 414,333 | 468,634 | | Patrick Machado | 62,263 | 414,333 | 476,596 | | Gary Patou | 56,751 | 414,333 | 471,084 | | Simon Pimstone(4) | 32,054 | 791,893 | 823,947 | | Dawn Svoronos(5) | 90,596 | 414,333 | 504,929 |

  15. Cash Compensation Under the Director Compensation Policy

    Compensation amounts denominated in Canadian dollars have been converted to U.S. dollars. For the portion of 2024 during which compensation amounts were denominated in Canadian dollars, the U.S. dollar per Canadian dollar exchange rate used for such conversion was 0.7373, which was the average Bank of Canada foreign exchange rate for such period. (2) Represents the aggregate grant date fair value of stock option awards granted in 2024 for all of our directors other than Drs. Azab and Pimstone. For Drs. Azab and Pimstone, represents the incremental fair value associated with modifications made to their stock option awards in connection with their respective terminations of service in 2024, described above. These amounts have been computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, using the Black-Scholes option pricing model. For a discussion of valuation assumptions, see Note 9 to our financial statements which are included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC and on SEDAR+. For further information regarding the equity compensation of our directors, please see the section of this Circular captioned “Director Compensation.” (3) As of December 31, 2024, the following directors beneficially held outstanding stock options to purchase the number of Common Shares indicated: Dr. Azab (96,561); Dr. Cannon (43,542); Mr. Gannon (114,161); Dr. Garofalo (68,517); Mr. Gover (43,542); Mr. Machado (82,017); Dr. Patou (105,517); Dr. Pimstone (696,475); and Ms. Svoronos (110,661). (4) Drs. Azab and Pimstone ceased to be members of the Board on June 4, 2024. Current Chair of our Board.

  16. 2024 Executive Compensation Highlights

    2024 Executive Compensation Highlights We continued to follow the executive compensation policies and procedures that we put in place in connection with becoming a public company, including: • Emphasis on Pay for Performance. Our Compensation Committee is focused on ensuring that a significant portion of total compensation for our NEOs is performance-based (consisting of performance-based cash bonus opportunities, performance share units (“PSUs”) and time-based stock options, which we consider to be performance-based because no value is created for the stock option awards unless the value of our Common Shares appreciates after the date the stock options are granted). For 2024, all of our NEOs’ variable non-equity compensation (cash bonus opportunity) was solely based on the achievement of corporate objectives and ranged from 40% to 70% of their base salaries at target. • No Guaranteed Increases in Compensation. Although we have signed employment agreements with each of our NEOs, none of these agreements provides any guarantees relating to base salary increases or the amounts of incentive pay or equity awards. • Independent Compensation Consultant. Our Compensation Committee engages its own independent compensation consultant, which provides our Compensation Committee with valuable data regarding market compensation trends and guidance about executive compensation. • Limited Perquisites. We do not provide any special perquisites to any of our NEOs, except where it serves a legitimate business purpose. Risk Analysis. We believe the structure of our executive compensation program motivates our executives to make thoughtful and appropriate decisions with measured risks balanced by appropriate rewards for the Corporation. No Hedging or Pledging. Our Insider Trading Policy prohibits our executives from engaging in “hedging” or “pledging” transactions with respect to our Common Shares. Consistent Compensation Policies and Practices. Our compensation policies and practices have remained generally consistent year-over-year. • Say-on-Pay. We hold our shareholder say-on-pay advisory vote annually.

  17. Objectives and Philosophy of Our Executive Compensation Program

    Objectives and Philosophy of Our Executive Compensation Program The primary objectives of our executive compensation program are to: • attract, retain and motivate experienced and talented executives; • ensure executive compensation is aligned with our corporate strategies, research and development programs and business goals; • recognize the individual contributions of executives, but foster a shared commitment among executives by aligning their individual goals with our corporate objectives; • promote the achievement of key strategic and operational performance measures by linking compensation to the achievement of measurable corporate and individual performance goals; and • align the interests of our executives with our shareholders by rewarding performance that helps lead to the creation of shareholder value. To achieve these objectives, our Compensation Committee evaluates our executive compensation program with the goal of setting compensation at levels that are justifiable based on each executive’s level of experience, performance and responsibility and that our Compensation Committee believes are competitive with those of other companies in our industry that compete with us for executive talent. In addition, our executive compensation program ties a portion of each executive’s overall compensation to the achievement of key corporate objectives. We provide a portion of our executive compensation in the form of stock options that vest over time, which we believe helps to retain our executives and aligns their interests with those of our shareholders by allowing them to participate in our long-term success as reflected in the appreciation of the price of our Common Shares. We also provide a portion of our executive compensation in the form of PSUs that vest (if at all) based on the achievement of certain predefined milestone-based objectives, which we believe helps to further align our executives’ interests with those of our shareholders and more closely align pay with performance.

  18. Use of Compensation Consultants and Market Data

    Use of Compensation Consultants and Market Data In designing our executive compensation program, our Compensation Committee considers publicly available compensation data for companies in the biotechnology industry to help guide its executive compensation decisions at the time of hiring and for subsequent adjustments in compensation. Our Compensation Committee has also retained the services of Aon to provide it with additional comparative data on executive compensation practices in our industry and to advise it on our executive compensation program generally. Although our Compensation Committee considers Aon’s advice and recommendations about our executive compensation program, our Compensation Committee ultimately makes its own decisions about these matters. None of our Compensation Committee members and none of our executive officers or directors have any relationship with Aon or the individual consultants employed by Aon. Aon has not provided any other services to the Corporation other than compensation consulting services to our Compensation Committee for executive and director compensation analysis and to management for non-executive compensation analysis. Our Compensation Committee has determined that no conflicts of interest exist between the Corporation and Aon. Aon was retained by the Compensation Committee as part of our annual compensation review in each of 2023, 2024 and 2025 to provide our Compensation Committee with comparative data showing where the total compensation and each element of compensation for our NEOs (and other executive officers) ranked among (1) public companies in the biotechnology industry generally, according to compensation data from Aon, and (2) a peer group of publicly traded companies in the biotechnology industry at a stage of development, market capitalization and/or company size comparable to ours, and with which our Compensation Committee believed we competed for executive talent, according to publicly available compensation data. For our 2023 peer group, the market capitalization range identified by Aon was between $700 million to $7 billion, and the group of publicly traded companies that were evaluated included public U.S. biotechnology companies (with a focus on neurology, where appropriate), with a focus on late stage pre-commercial companies or companies that had recently submitted a Biologics License Application and/or New Drug Application to the U.S. Food and Drug Administration and with a headcount of between 50 to 500 full-time permanent employees. For our 2024 peer group, the market capitalization range identified by Aon was between $800 million to $8 billion, the headcount range increased to between 100 and 800 full-time employees, and other criteria were consistent with the prior year peer group. For our 2025 peer group, the market capitalization range identified by Aon was between $1 billion to $9 billion, the headcount range increased to between 125 and 1,075 full-time employees, and other criteria were consistent with the prior year peer group. The peer group is used for purposes of gathering data to compare against our existing executive compensation practices and for guiding future compensation decisions. Aon also makes suggestions for changes to our executive compensation practices based on the data it provides to us as well as compensation trends in our industry. However, although our Compensation Committee may consider peer group and other industry compensation data and the recommendations of Aon when making decisions related to executive compensation, to date, it has not made and does not intend to make adjustments to overall executive compensation or any element thereof solely or primarily either to target a specified threshold level of compensation or market benchmark within the peer group, our larger industry or some other group of comparable companies or to act solely on the recommendations of Aon. In November 2022, our Compensation Committee, with input from Aon and management, approved the changes to the peer group for 2023. The companies included in the peer group in the 2023 annual compensation review were Alector, Inc., Arrowhead Pharmaceuticals, Inc., Arvinas, Inc., Aurinia Pharmaceuticals Inc., Axsome Therapeutics, Inc., Cerevel Therapeutics Holdings Inc., ChemoCentryx, Inc., Chinook Therapeutics, Inc., Denali Therapeutics Inc., ImmunoGen, Inc., Intra-Cellular Therapies, Inc., Iovance Biotherapeutics, Inc., IVERIC bio, Inc., Karuna Therapeutics, Inc., Kura Oncology, Inc., Prothena Corporation plc, Relay Therapeutics, Inc., Replimune Group Inc., Sage Therapeutics, Inc., and SpringWorks Therapeutics, Inc. In November 2023, our Compensation Committee, with input from Aon and management, approved the changes to the peer group for 2024. The companies included in the peer group in the 2024 annual compensation review were Apellis Pharmaceuticals, Inc., Arrowhead Pharmaceuticals, Inc., Arvinas, Inc., Aurinia Pharmaceuticals Inc., Axsome Therapeutics, Inc., Biohaven Ltd., Cerevel Therapeutics Holdings Inc., Cytokinetics, Incorporated, Day One Biopharmaceuticals, Inc., Denali Therapeutics Inc., ImmunityBio, Inc., ImmunoGen, Inc., Intra-Cellular Therapies, Inc., Iovance Biotherapeutics, Inc., Karuna Therapeutics, Inc., Madrigal Pharmaceuticals, Inc., Prothena Corporation plc, Sage Therapeutics, Inc., and SpringWorks Therapeutics, Inc. In October 2024, our Compensation Committee, with input from Aon and management, approved the changes to the peer group for 2025. The companies included in the peer group in the 2025 annual compensation review are Agios Pharmaceuticals Inc., Apellis Pharmaceuticals, Inc., Arrowhead Pharmaceuticals, Inc., Arvinas, Inc., Aurinia Pharmaceuticals Inc., Axsome Therapeutics, Inc., Biohaven Ltd., Cytokinetics, Incorporated, Day One Biopharmaceuticals, Inc., Denali Therapeutics Inc., ImmunityBio, Inc., Immunovant, Inc., Intra-Cellular Therapies, Inc., Iovance Biotherapeutics, Inc., Madrigal Pharmaceuticals, Inc., Neumora Therapeutics, Inc., Prothena Corporation plc, and SpringWorks Therapeutics, Inc.

  19. Annual Compensation Review Process

    Annual Compensation Review Process After the end of each calendar year, we evaluate each executive officer’s performance for the completed year. Our Chief Executive Officer, with respect to each executive other than himself, prepares a written evaluation based on his evaluation of the executive and input from others within the Corporation. Our Chief Executive Officer also prepares his own self-assessment. This process leads to a recommendation by our Chief Executive Officer to our Compensation Committee with respect to each executive officer, including himself, as to: • the achievement of stated corporate and any individual performance goals; • the level of contributions made to the general management and guidance of the Corporation; • the recommendations for any salary increases and the recommended amount of any such salary increases; • the performance-based cash bonus targets for the next calendar year; and • whether or not stock option or stock awards should be granted and a recommended number of any such stock options and/or stock awards to be granted. These recommendations are reviewed by our Compensation Committee and are taken into account along with input from the Board when it makes a final determination on all such matters. As noted above, our Chief Executive Officer does not have any control over setting the amount or mix of his own compensation and is not present when our Compensation Committee discusses and determines his compensation.

  20. Base salary

    Base salary We use base salaries to compensate for services rendered on a day-to-day basis and to recognize the experience, skills, knowledge and responsibilities of our employees, including our executive officers. Base salaries for our executive officers are typically established through arm’s length negotiation at the time the executive is hired, taking into account the position for which the executive is being considered and the executive’s qualifications, prior experience and prior salary. None of our executive officers is currently party to an employment agreement that provides for automatic or scheduled increases in base salary. On an annual basis, our Compensation Committee reviews and evaluates, with input from our Chief Executive Officer (other than with respect to his own compensation), and after consultation with our Board, the need for adjustment of the base salaries of our executives based on changes and expected changes in the scope of an executive’s responsibilities, including promotions, the individual contributions made by and performance of the executive during the prior fiscal year, the executive’s performance over a period of years, overall labor market conditions, the relative ease or difficulty of replacing the executive with a well-qualified person, our overall growth and development as a company and general salary trends in our industry and among our peer group and where the executive’s salary falls in the salary range presented by that data. In making decisions regarding salary increases, we may also draw upon the experience of members of our Board with other companies. No formulaic base salary increases are provided to our executive officers, and we do not target the base salaries of our executive officers at a specified compensation level within our peer group or other market benchmark. All of our executive officers’ base salaries are analyzed based on market data based on applicable U.S. salary ranges in U.S. dollars, with Canadian resident executive officers paid in Canadian dollars and U.S. resident executive officers paid in U.S. dollars. The base salary of our Chief Executive Officer is reviewed by our Compensation Committee annually based on the same factors and considerations. During its annual review of our executives’ target compensation in 2024, our Compensation Committee reviewed market compensation data provided by Aon, as well as a variety of other factors as noted above, including individual performance, length of service and criticality of role, and increased the base salary for each of our NEOs, effective January 1, 2024. The table below shows the changes to the annualized base salaries of our NEOs between 2024 and 2023:

  21. Base salary

    (1) The U.S. dollar amount of Mr. Mortimer’s and Ms. Aulin’s semi-monthly pay are converted to Canadian dollars at the Bank of Canada exchange rate approximately five (5) days prior to each pay date and paid to Mr. Mortimer and Ms. Aulin in Canadian dollars. Their 2024 base salaries were impacted by increases observed in the market data obtained from the changes to our peer group in 2024 discussed above. (2) Ms. DiFabio and Dr. Kenney are, and prior to his departure from the Corporation in January 2025 Dr. Von Seggern was, employed by our wholly owned subsidiary, Xenon Pharmaceuticals USA Inc. Their 2024 base salaries were impacted by increases observed in the market data obtained from the changes to our peer group in 2024 discussed above.

  22. Non-Equity Incentive Plan Compensation and Bonuses

    Non-Equity Incentive Plan Compensation and Bonuses We have designed our annual performance-based cash bonus program to emphasize pay-for-performance and to reward our executive officers for the achievement of specified annual corporate objectives. Each executive officer is eligible to receive an annual performance-based cash bonus, which we refer to as an annual cash bonus, in an amount equal to a percentage of his or her base salary, or bonus percentage. In March 2024, we approved the 2024 performance goals under the Executive Incentive Compensation Plan (the “Incentive Compensation Plan”). The Incentive Compensation Plan allows us to grant incentive awards, generally payable in cash, to employees selected by the Board or a committee thereof, including to our NEOs, based upon performance goals established by the administrator. Our Compensation Committee is currently the administrator of the Incentive Compensation Plan. The annual cash bonus is based on the achievement of corporate objectives that focus on specific research, clinical, regulatory, operational and financial milestones, with a focus on the advancement of our product candidates in pre-clinical and clinical development, the pursuit of various internal initiatives and ensuring the adequate funding of the Corporation. The corporate objectives are proposed by the Chief Executive Officer, our executive officers and other members of senior management each year in our annual operating plan that is reviewed and approved, following consultation with the Board, by our Compensation Committee, with modifications made by our Compensation Committee to the proposed corporate objectives as it deems appropriate. Following approval of the 2024 corporate objectives, no subsequent modifications were made, although additional corporate achievements outside of the corporate goals were taken into consideration by our Compensation Committee in its determination of the NEO bonus amounts for 2024. In determining whether the corporate objectives for each year have been met, our Compensation Committee takes into consideration the extent to which each specific corporate objective was achieved, including the extent to which a particular goal was exceeded, if applicable, as well as any additional objectives that were not contemplated when the corporate objectives were initially determined. Our Compensation Committee has the authority to shift corporate objectives to subsequent fiscal years and eliminate them from the current year’s bonus determination if it determines that circumstances that were beyond the control of the executives were the primary cause of a goal being unattainable. The corporate objectives are designed to require significant effort and operational success on the part of our executives and the Corporation, but also to be achievable with hard work and dedication. 2024 Incentive Compensation Plan Payments For 2024, our Incentive Compensation Plan provided our NEOs with an opportunity for an annual incentive compensation payment solely based on achievement of pre-established corporate objectives. Because our NEOs are in the position to influence and drive overall corporate performance and shareholder value, our Compensation Committee believes it is appropriate that all of their annual non-equity incentive payments be awarded on this basis. Each NEO’s target award is set based on a percentage of the NEO’s base salary. On an annual basis, our Compensation Committee reviews and evaluates, with input from our Chief Executive Officer (other than with respect to his own compensation) and after consultation with our Board, any appropriate adjustments to the target annual incentive compensation amounts for our NEOs as a percentage of their base salary, based on the same factors and inputs as described above with respect to base salary. The target award opportunity as a percentage of base salary was increased for Mr. Mortimer, Ms. Aulin and Dr. Kenney for 2024 to better align with target bonus amounts paid by our peer group as reflected in market data provided by Aon. None of our other NEOs’ target bonus percentages were increased for 2024. Our NEOs’ target bonuses for 2024 and 2023 were as follows:

  23. Non-Equity Incentive Plan Compensation and Bonuses

    | Named Executive Officer | 2024 Target Award Opportunity (as a Percentage of Base Salary) | 2023 Target Award Opportunity (as a Percentage of Base Salary) | | Ian Mortimer | 70% | 60% | | Sherry Aulin | 45% | 40% | | Andrea DiFabio(1) | 40% | 40% | | Christopher Kenney(1) | 45% | 40% | | Christopher Von Seggern(1) | 40% | 40% |

  24. Non-Equity Incentive Plan Compensation and Bonuses

    (1) Ms. DiFabio and Dr. Kenney are, and prior to his departure from the Corporation in January 2025 Dr. Von Seggern was, employed by our wholly owned subsidiary, Xenon Pharmaceuticals USA Inc. The following table shows the corporate objectives for our NEOs' 2024 annual bonuses and the Corporation's level of achievement of such objectives in 2024:

  25. Non-Equity Incentive Plan Compensation and Bonuses

    | Corporate Objectives | Objective | Achievement | | Clinical | On track for Phase 3 azetukalner epilepsy program patient randomization for X-TOLE2, X-TOLE3 and X-ACKT clinical trials | Partially Achieved | | | Initiation of the first Phase 3 clinical trial, X-NOVA2, evaluating azetukalner in patients with MDD | Achieved | | Pre-Clinical | Transition two discovery stage projects to nomination of development track candidate and initiation of pre-clinical studies for one development track candidate | Achieved | | Business/Financial Operations | Execute against the Corporation’s capital markets plan and cash-runway objective | Achieved |

  26. Non-Equity Incentive Plan Compensation and Bonuses

    In March 2024, the Compensation Committee approved the corporate goals described above for our 2024 performance-based cash bonuses. In February 2025, our Compensation Committee, with input from the Board and management, evaluated the accomplishments and performance of the Corporation relative to these 2024 corporate objectives. Our Compensation Committee considered our achievements of the clinical, pre-clinical and business/financial objectives listed above, including progress in our Phase 3 epilepsy program, our initiation of the Phase 3 X-NOVA2 clinical trial, our progress on discovery stage projects and our achievement of our capital markets and cash-runway objective, each of which our Compensation Committee viewed as key value drivers for the Corporation. Our Compensation Committee further considered the relative importance of the corporate objectives in terms of their impact to our shareholders. In addition, our Compensation Committee also reviewed and determined that a number of additional corporate achievements outside of the specified corporate objectives were successfully completed during the year, including successfully supporting substantial organizational growth, assessment of indication expansion for the azetukalner program, and preparation for commercialization. Based on these achievements and considerations, our Compensation Committee determined to award bonuses to our NEOs at 85% of target levels. For 2024, the annual bonuses earned by our NEOs under our Incentive Compensation Plan were the following:

  27. Non-Equity Incentive Plan Compensation and Bonuses

    | Named Executive Officer | Target Award Opportunity | % of Target Levels Approved | Actual Award Amount | | Ian Mortimer(1) | $500,500 | 85% | $425,425 | | Sherry Aulin(1) | 229,500 | 85% | 195,075 | | Andrea DiFabio(2) | 196,000 | 85% | 166,600 | | Christopher Kenney(2) | 243,000 | 85% | 206,550 | | Christopher Von Seggern(2)(3) | 192,000 | 85% | 163,200 |

  28. Non-Equity Incentive Plan Compensation and Bonuses

    (1) Compensation amounts for Mr. Mortimer and Ms. Aulin were paid in Canadian dollars and have been converted to U.S. dollars for purposes of the table. The U.S. dollar per Canadian dollar exchange rate used for such conversion was 0.7302, which was the average Bank of Canada foreign exchange rate for the 2024 fiscal year. (2) Compensation amounts for Ms. DiFabio and Drs. Kenney and Von Seggern were denominated in U.S. dollars pursuant to their employment agreements with Xenon Pharmaceuticals USA Inc. The compensation amounts in the column titled “Actual Award Amount” reflect the actual U.S. dollar amounts paid to Ms. DiFabio and Drs. Kenney and Von Seggern, respectively. (3) Pursuant to his separation agreement, Dr. Von Seggern remained eligible to receive his 2024 annual bonus based on actual performance.

  29. Equity Incentive Awards

    Equity Incentive Awards Our equity award program is the primary vehicle for offering long-term incentives to our executives. While we do not currently have any equity ownership guidelines for our executives, we believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives with those of our shareholders. Because our executive officers only receive value from stock options if the price per share of our Common Shares increases after the stock options are granted, we believe that stock options provide meaningful incentives to our executives to achieve increases in the value of our Common Shares over time. Starting with the grant of annual equity incentive awards in March 2024, in addition to time-based stock options, our Compensation Committee determined to award PSUs to our executive officers, including our NEOs, in order to more closely align pay with performance and to further align the interests of our executive officers with those of our shareholders. The PSUs granted in 2024 will vest, if at all, based on the achievement of certain predefined milestone-based objectives over an approximately three- or four-year performance period, as applicable. In addition, the vesting feature of our equity grants contributes to executive retention by providing an incentive to our executives to remain employed by us during the vesting period of the award. We use equity awards to compensate our executive officers both in the form of initial grants in connection with the commencement of employment and generally on an annual basis thereafter. Our Compensation Committee may also make additional discretionary grants to reward an employee, for retention purposes or for other circumstances recommended by management. Typically, one quarter of the stock options that we grant to our executive officers vest on the one-year anniversary of the start date for new employee grants and the one-year anniversary of the grant date for annual grants, with, in each case, the remaining three-quarters of the stock options vesting in equal monthly installments over the next three years, generally subject to continued service with the Corporation through the applicable vesting date. Vesting rights for stock options and PSUs generally cease upon termination of employment, and exercise rights for stock options generally cease shortly after termination of employment, except in the case of mutual agreement, death or disability. Prior to the exercise of a stock option or vesting of a PSU, the holder has no rights as a shareholder with respect to the Common Shares subject to such stock option or PSU, including voting rights or the right to receive dividends or dividend equivalents. The exercise price of stock options granted is equal to the fair market value of our Common Shares on the date of grant, which generally is determined by reference to the closing market price of our Common Shares on the date of grant. In determining the size of the annual equity awards to our executive officers, our Compensation Committee considers recommendations developed by Aon, including information regarding comparative stock ownership of, and equity grants received by, the executives in our peer group and our industry. In addition, our Compensation Committee considers our corporate performance and our executives’ individual performance, the potential for enhancing the creation of value for our shareholders, the amount of equity previously awarded to the executives and the vesting schedule of such awards. On March 11, 2024, our Compensation Committee approved the annual grant of equity awards to each of our NEOs. The size of the 2024 grants was based on our Compensation Committee’s review of peer group market data provided by Aon and taking into account our strong operational and stock price performance, as well as the considerations described above. Each of the 2024 stock option grants vests over approximately four years, with 25% of the stock options vesting on January 1, 2025, and the remaining 75% vesting in equal monthly installments over the following three years, subject to continued service with us. Each of the 2024 PSU grants is eligible to vest based on the achievement of certain predefined milestone-based objectives over an approximately three- or four-year performance period, as applicable, subject to continued employment through the date such achievement is determined by our Board or our Compensation Committee. For 2024, the annual equity awards granted to our NEOs were the following:

  30. Equity Incentive Awards

    | Named Executive Officer | Number of Shares Underlying Stock Options | PSUs | | Ian Mortimer | 250,000 | 40,000 | | Sherry Aulin | 100,000 | 15,000 | | Andrea DiFabio | 100,000 | 15,000 | | Christopher Kenney | 100,000 | 15,000 | | Christopher Von Seggern | 100,000 | 15,000 |

  31. Retirement and Pension Benefits

    Retirement and Pension Benefits We provide our employees with contributions of up to 5% of their base salary intended for retirement savings, including contributions to an RRSP, a Canadian retirement plan with features similar to a 401(k) plan, for our employees in Canada, or to a 401(k) plan for employees in the United States. All of our currently employed NEOs are eligible to participate in all of our employee benefit plans, in each case on the same basis as other employees. Other than the RRSP and the 401(k) plan, we do not provide any qualified or non-qualified or deferred compensation benefits to our employees, including our NEOs.

  32. Executive Employment Arrangements

    Executive Employment Arrangements We have entered into an employment agreement with each of our currently employed NEOs with the oversight and approval of our Compensation Committee. Each of these employment agreements was negotiated by the Corporation with the applicable NEO, and contains terms intended to attract, retain and motivate our NEOs. These employment agreements have no specified term. The agreements set forth the terms and conditions of employment of each NEO, including initial base salary, initial target annual bonus percentage, standard employee benefit plan participation, and an initial stock option grant and the terms of vesting of the initial stock option grant. A summary of the material terms of these agreements is provided below under “Executive Employment and Consulting Agreements.”

  33. Severance and Change of Control Benefits

    Severance and Change of Control Benefits Pursuant to the employment agreements we have entered into with our NEOs, our currently employed NEOs are entitled to specified benefits in the event of the termination of their employment under specified circumstances. We believe that providing these benefits helps us compete for executive talent. In addition, we believe that these protections are necessary to provide our valuable executives with incentives to forego other employment opportunities and remain employed with us and to maintain continued focus and dedication to their responsibilities to maximize shareholder value, including if there is a potential transaction that could involve a change of control. After reviewing the practices of companies represented in the compensation peer group, we believe that our severance and change of control benefits are generally in-line with severance packages offered to executives of the companies in our peer group. In addition, these protections are available only if the NEOs execute and do not revoke a general release of claims in our favor, which is an important benefit for the Corporation. Please refer to the section of this Circular captioned “Executive Compensation — Potential Payments upon Termination or Change in Control” for a more detailed discussion of these benefits, including the benefits that Dr. Von Seggern received in connection with his termination under the terms of his employment agreement with the Corporation.

  34. Policies and Practices Related to the Timing of Equity Grants

    Policies and Practices Related to the Timing of Equity Grants We generally grant annual equity-based awards, including stock options, to our executive officers in March of each year, in connection with our annual compensation review process, although the exact timing may change from year to year. Our Compensation Committee and/or our Board may also grant equity awards, including stock options, at different times of the year for new hires. Neither our Compensation Committee nor our Board grants equity awards in anticipation of the release of material non-public information, and we have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation.

  35. Risk Considerations in Our Compensation Program

    Risk Considerations in Our Compensation Program Our Compensation Committee has reviewed and evaluated the philosophy and standards on which our compensation plans have been developed and implemented across the Corporation. It is our belief that our compensation programs do not encourage inappropriate actions or risk taking by our executive officers. We do not believe that any risks arising from our employee compensation policies and practices are reasonably likely to have a material adverse effect on the Corporation. In addition, we do not believe that the mix and design of the components of our executive compensation program encourage management to assume excessive risks. We believe that our current business process and planning cycle fosters the behaviors and controls that would mitigate the potential for adverse risk caused by the action of our executives, including the following: • annual establishment of corporate objectives for our performance-based cash bonus programs for our executive officers that are consistent with our annual operating and strategic plans, that are designed to achieve the proper risk/reward balance, and that should not require excessive risk taking to achieve; • the mix between fixed and variable, annual and long-term and cash and equity compensation is designed to encourage strategies and actions that balance our short-term and long-term best interests; PSU awards vest based on the achievement of key corporate objectives that we believe will create shareholder value; and stock option awards vest over a period of time, which we believe encourages executives to take a long-term view of our business.

  36. Summary Compensation Table

    Summary Compensation Table The table below sets forth compensation awarded to, earned by or paid to our NEOs for the fiscal years ended December 31, 2024, December 31, 2023, and December 31, 2022:

  37. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) | Bonus | Option Awards(2) | Stock Awards(3) | Non-equity Incentive Plan Compensation(1)(4) | All Other Compensation(1) | Total | | Ian Mortimer | 2024 | $714,589 | $— | $7,723,659 | $887,400 | $425,425 | $44,274(6) | $9,795,347 | | President and Chief Executive Officer | 2023 | 666,018 | 1,593(5) | 9,051,114 | — | 359,650 | 39,454(6) | 10,117,829 | | | 2022 | 594,669 | — | 8,254,844 | | 343,422 | 35,669(6) | 9,228,604 | | Sherry Aulin | 2024 | 509,717 | — | 3,089,463 | 332,775 | 195,075 | 37,858(7) | 4,164,888 | | Chief Financial Officer | 2023 | 465,678 | — | 2,858,246 | — | 167,644 | 31,477(7) | 3,523,045 | | | 2022 | 425,284 | — | 2,579,639 | — | 178,619 | 29,317(7) | 3,212,859 | | Andrea DiFabio(8) | 2024 | 490,000 | — | 3,089,463 | 332,775 | 166,600 | 25,652(9) | 4,104,490 | | Chief Legal Officer and Corporate Secretary | 2023 | 460,000 | — | 1,071,842 | — | 165,600 | 23,720(9) | 1,721,162 | | | 2022 | 68,365 | 100,000(10) | 3,352,440 | — | 28,713 | 3,432(9) | 3,552,950 | | Christopher Kenney(8) | 2024 | 540,000 | — | 3,089,463 | 332,775 | 206,550 | 28,152(11) | 4,196,940 | | Chief Medical Officer | 2023 | 510,000 | — | 2,858,246 | — | 183,600 | 26,220(11) | 3,578,066 | | | 2022 | 465,000 | — | 2,579,639 | — | 195,300 | 23,918(11) | 3,263,857 | | Christopher Von Seggern(8) | 2024 | 480,000 | — | 3,089,463 | 332,775 | 163,200 | 25,152(12) | 4,090,590 | | Chief Commercial Officer | 2023 | 440,000 | — | 2,143,685 | — | 158,400 | 22,720(12) | 2,764,805 | | | 2022 | 420,000 | — | 2,063,711 | — | 176,400 | 21,668(12) | 2,681,779 |

  38. Summary Compensation Table

    (1) Compensation amounts for Mr. Mortimer and Ms. Aulin were paid in Canadian dollars and have been converted to U.S. dollars for purposes of the table. The U.S. dollar per Canadian dollar exchange rates used for such conversions were 0.7302, 0.7410, and 0.7692, which were the average Bank of Canada foreign exchange rates for the 2024, 2023 and 2022 fiscal years, respectively. (2) Represents the aggregate grant date fair value of stock options granted in each of 2024, 2023 and 2022. These amounts have been computed in accordance with FASB ASC Topic 718, using the Black-Scholes option pricing model. For a discussion of valuation assumptions, see Note 9 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC and SEDAR+. (3) Represents the aggregate grant date fair value of PSUs granted in 2024. These amounts have been computed in accordance with FASB ASC Topic 718, based on the Corporation’s closing market price per share on the grant date and based upon the probable outcome of the performance conditions at the time of grant. The grant date fair value of PSUs granted in 2024 assuming maximum achievement of the performance conditions would be $1,774,800 for Mr. Mortimer and $665,550 for each of Ms. Aulin, Ms. DiFabio, Dr. Kenney, and Dr. Von Seggern. For a discussion of valuation assumptions, see Note 9 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC and SEDAR+. (4) The amount represents payments earned in 2024, 2023 and 2022 under the Incentive Compensation Plan (in 2024 and 2023), and under the 2022 Non-Equity Incentive Plan, which were paid in March 2025, March 2024 and March 2023, respectively, as discussed, with respect to payments earned in 2024, under the section of this Circular captioned “Non-Equity Incentive Plan Compensation and Bonuses.” (5) The amount represents a tenure award received by Mr. Mortimer for the achievement of 10 years of service pursuant to a company-wide tenure recognition program. (6) Of the total amount for 2024, (i) $816 represents life insurance premiums through our group extended benefit plan, (ii) $7,729 represents other insurance premiums, and (iii) $35,729 represents contributions intended for retirement savings. Of the total amount for 2023, (i) $573 represents life insurance premiums through our group extended benefit plan, (ii) $5,580 represents other insurance premiums, and (iii) $33,301 represents contributions intended for retirement savings. Of the total amount for 2022, (i) $505 represents life insurance premiums through our group extended benefit plan, (ii) $5,430 represents other insurance premiums, and (iii) $29,734 represents contributions intended for retirement savings. Of the total amount for 2024, (i) $816 represents life insurance premiums through our group extended benefit plan, (ii) $11,556 represents other insurance premiums, and (iii) $25,486 represents contributions intended for retirement savings. Of the total amount for 2023, (i) $573 represents life insurance premiums through our group extended benefit plan, (ii) $7,620 represents other insurance premiums, and (iii) $23,284 represents contributions intended for retirement savings. Of the total amount for 2022, (i) $505 represents life insurance premiums through our group extended benefit plan, (ii) $7,548 represents other insurance premiums, and (iii) $21,264 represents contributions intended for retirement savings. Ms. DiFabio and Dr. Kenney are, and prior to his departure from the Corporation in January 2025 Dr. Von Seggern was, employed by our wholly owned subsidiary, Xenon Pharmaceuticals USA Inc. Ms. DiFabio joined the Corporation as Chief Legal Officer and Corporate Secretary in November 2022, Dr. Kenney joined the Corporation as Chief Medical Officer in August 2021 and Dr. Von Seggern joined the Corporation as Chief Commercial Officer in July 2020. Compensation amounts, except amounts in the columns titled “Option Awards” and “Stock Awards,” reflect the actual U.S. dollar amounts paid to Ms. DiFabio and Drs. Kenney and Von Seggern, respectively. Of the total amount for 2024, (i) $1,152 represents life insurance premiums through our group extended benefit plan, and (ii) $24,500 represents contributions intended for retirement savings. Of the total amount for 2023, (i) $720 represents life insurance premiums through our group extended benefit plan, and (ii) $23,000 represents contributions intended for retirement savings. Of the total amount for 2022, (i) $14 represents life insurance premiums through our group extended benefit plan, and (ii) $3,418 represents contributions intended for retirement savings. (10) Ms. DiFabio received a one-time start bonus of $100,000 upon joining the Corporation as Chief Legal Officer and Corporate Secretary in November 2022. (11) Of the total amount for 2024, (i) $1,152 represents life insurance premiums through our group extended benefit plan, and (ii) $27,000 represents contributions intended for retirement savings. Of the total amount for 2023, (i) $720 represents life insurance premiums through our group extended benefit plan, and (ii) $25,500 represents contributions intended for retirement savings. Of the total amount for 2022, (i) $668 represents life insurance premiums through our group extended benefit plan, and (ii) $23,250 represents contributions intended for retirement savings. (12) Of the total amount for 2024, (i) $1,152 represents life insurance premiums through our group extended benefit plan, and (ii) $24,000 represents contributions intended for retirement savings. Of the total amount for 2023, (i) $720 represents life insurance premiums through our group extended benefit plan, and (ii) $22,000 represents contributions intended for retirement savings. Of the total amount for 2022, (i) $668 represents life insurance premiums through our group extended benefit plan, and (ii) $21,000 represents contributions intended for retirement savings.

  39. Grants of Plan-Based Awards in Fiscal Year 2024

    Grants of Plan-Based Awards in Fiscal Year 2024 The following table presents information regarding grants of plan-based awards during 2024 to our NEOs:

  40. Grants of Plan-Based Awards in Fiscal Year 2024

    | | Grant Date | Estimated Future Payouts under Non-Equity Incentive Plan Awards: | Estimated Future Payouts under Equity Incentive Plan Awards | | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise Price of Option Awards ($/Sh)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Name | | Target ($)(1) | Threshold (#)(2) | Target (#)(2) | | | | | Ian Mortimer | — | $500,500 | — | — | — | $— | $— | | | 3/11/2024 | — | — | — | 250,000 | 44.37 | 7,723,659 | | | 3/11/2024 | — | 20,000 | 40,000 | — | — | 887,400 | | Sherry Aulin | — | 229,500 | — | — | — | — | — | | | 3/11/2024 | — | — | — | 100,000 | 44.37 | 3,089,463 | | | 3/11/2024 | — | 7,500 | 15,000 | — | — | 332,775 | | Andrea DiFabio(6) | — | 196,000 | — | — | — | — | — | | | 3/11/2024 | — | — | — | 100,000 | 44.37 | 3,089,463 | | | 3/11/2024 | — | 7,500 | 15,000 | — | — | 332,775 | | Christopher Kenney(6) | — | 243,000 | — | — | — | — | — | | | 3/11/2024 | — | — | — | 100,000 | 44.37 | 3,089,463 | | | 3/11/2024 | — | 7,500 | 15,000 | — | — | 332,775 | | Christopher Von Seggern(6) | — | 192,000 | — | — | — | — | — | | | 3/11/2024 | — | — | — | 100,000 | 44.37 | 3,089,463 | | | 3/11/2024 | — | 7,500 | 15,000 | — | — | 332,775 |

  41. Grants of Plan-Based Awards in Fiscal Year 2024

    Represents the target amount of each NEO’s annual bonus under our 2024 Incentive Compensation Plan as described under “Executive Compensation — Compensation Discussion and Analysis — Non-Equity Incentive Plan Compensation and Bonuses” above. Actual bonus payments made for 2024 are set forth in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table. As there were no threshold or maximum amounts with respect to these 2024 annual bonuses for our NEOs, the columns “Threshold ($)” and “Maximum ($)” are inapplicable and therefore have been omitted from this table. PSUs awarded will vest, if at all, based on the achievement of certain predefined milestone-based objectives established by the Compensation Committee and described in the section of this Circular captioned “Executive Compensation — Compensation Discussion and Analysis — Equity Incentive Awards”. 50% of the PSUs are eligible to vest based on the achievement of each of two specified milestone-based objectives. As there were no maximum amounts with respect to PSUs granted in 2024, the column “Maximum (#)” is inapplicable and therefore has been omitted from this table. (3) Options awarded with time-based vesting criteria established by the Compensation Committee and described in the section of this Circular captioned “Executive Compensation — Compensation Discussion and Analysis — Equity Incentive Awards”. (4) The exercise price of these stock options is equal to the closing price of our Common Shares as reported on Nasdaq on the grant date. (5) Represents the aggregate grant date fair value of PSUs and stock options granted. The amounts related to PSUs have been computed in accordance with FASB ASC Topic 718, based on the Corporation’s closing market price per share on the grant date based upon the probable outcome of the performance conditions at the time of grant. The amount related to stock options have been computed in accordance with FASB ASC Topic 718, using the Black-Scholes option pricing model. For a discussion of valuation assumptions, see Note 9 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC and SEDAR+. See footnotes (2) and (3) to the Summary Compensation Table. Ms. DiFabio and Dr. Kenney are, and, prior to his departure from the Corporation in January 2025, Dr. Von Seggern was, employed by our wholly owned subsidiary, Xenon Pharmaceuticals USA Inc.

  42. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table presents information concerning all equity awards held by our NEOs as of December 31, 2024:

  43. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Number of Securities Underlying Unexercised Options (#) | | | | | | | Name | Vesting Commencement Date | Exercisable | Unexercisable | Option Exercise Price ($/share) | Option Expiration Date | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Ian Mortimer | 1/1/2015 | 55,000(1) | — | 17.76 | 3/16/2025 | | | | | 12/18/2015 | 25,000(1) | — | 7.69 | 12/17/2025 | | | | | 1/1/2016 | 40,000(1) | — | 7.49 | 3/10/2026 | | | | | 1/1/2017 | 75,000(1) | — | 8.40 | 3/12/2027 | | | | | 10/23/2017 | 25,000(1) | — | 3.10 | 10/22/2027 | | | | | 1/1/2018 | 105,000(1) | — | 4.75 | 3/11/2028 | | | | | 9/16/2019 | 135,000(2) | — | 9.44 | 9/15/2029 | | | | | 1/1/2020 | 145,000(1) | — | 11.58 | 3/11/2030 | | | | | 1/1/2021 | 100,000(1) | — | 20.55 | 3/11/2031 | | | | | 6/3/2021 | 111,979(1) | 13,021(1) | 18.56 | 6/2/2031 | | | | | 1/1/2022 | 300,000(1) | 100,000(1) | 30.01 | 3/9/2032 | | | | | 1/1/2023 | 190,000(1) | 190,000(1) | 34.18 | 3/9/2033 | | | | | 1/1/2024 | — | 250,000(1) | 44.37 | 3/10/2034 | | | | | 3/11/2024 | | | | | 40,000(3) | $1,568,000(4) | | Sherry Aulin | 1/1/2020 | 6,000(1) | — | 11.58 | 3/11/2030 | | | | | 1/1/2021 | 22,000(1) | — | 20.55 | 3/11/2031 | | | | | 6/3/2021 | 89,583(1) | 10,417(1) | 18.56 | 6/2/2031 | | | | | 1/1/2022 | 93,750(1) | 31,250(1) | 30.01 | 3/9/2032 | | | | | 1/1/2023 | 60,000(1) | 60,000(1) | 34.18 | 3/9/2033 | | | | | 1/1/2024 | — | 100,000(1) | 44.37 | 3/10/2034 | | | | | 3/11/2024 | | | | | 15,000(3) | $588,000(4) | | Andrea DiFabio | 11/7/2022 | 73,125(1) | 61,875(1) | 34.77 | 11/6/2032 | | | | | 1/1/2023 | 22,500(1) | 22,500(1) | 34.18 | 3/9/2033 | | | | | 1/1/2024 | — | 100,000(1) | 44.37 | 3/10/2034 | | | | | 3/11/2024 | | | | | 15,000(3) | $588,000(4) | | Christopher Kenney | 8/23/2021 | 128,125(1) | 21,875(1) | 16.64 | 8/22/2031 | | | | | 1/1/2022 | 93,750(1) | 31,250(1) | 30.01 | 3/9/2032 | | | | | 1/1/2023 | 60,000(1) | 60,000(1) | 34.18 | 3/9/2033 | | | | | 1/1/2024 | — | 100,000(1) | 44.37 | 3/10/2034 | | | | | 3/11/2024 | | | | | 15,000(3) | $588,000(4) | | Christopher Von Seggern | 8/17/2020 | 100,000(1) | — | 11.27 | 8/16/2030 | | | | | 1/1/2021 | 60,000(1) | —(1) | 20.55 | 3/11/2031 | | | | | 1/1/2022 | 75,000(1) | 25,000(1) | 30.01 | 3/9/2032 | | | | | 1/1/2023 | 45,000(1) | 45,000(1) | 34.18 | 3/9/2033 | | | | | 1/1/2024 | — | 100,000(1) | 44.37 | 3/10/2034 | | | | | 3/11/2024 | | | | | 15,000(3) | $588,000(4) |

  44. Outstanding Equity Awards at Fiscal Year-End

    (1) Stock options vest as follows: 25% of the stock options vest one year following the vesting commencement date, with the remaining 75% vesting in equal monthly installments over the following three years, generally subject to continued service with the Corporation. Stock options vest over three years in equal monthly installments, generally subject to continued service with the Corporation. PSUs are eligible to vest based on the achievement of certain predefined milestone-based objectives over an approximately three- or four-year performance period, as applicable, subject to continued employment through the date such achievement is determined by our Board or our Compensation Committee. The PSU awards fully vest upon a change of control of the Corporation. The number of shares reported in the table assumes that the milestone-based objectives will be achieved in full. Market values are based on a price of $39.20 per share, the closing market price of our Common Shares on December 31, 2024 (the last trading day of 2024).

  45. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table presents information concerning the exercise of options during 2024 by our NEOs (with the reported value for exercised options based on the market price on the applicable exercise date less the applicable exercise price). None of our NEOs had stock awards vest during 2024.

  46. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Ian Mortimer | — | $— | — | $— | | Sherry Aulin | 25,334 | 770,996 | — | — | | Andrea DiFabio | — | — | — | — | | Christopher Kenney | — | — | — | — | | Christopher Von Seggern | — | — | — | — |

  47. Pension Benefits and Nonqualified Deferred Compensation

    Pension Benefits and Nonqualified Deferred Compensation None of our NEOs participated in or received benefits from a pension plan or from a nonqualified deferred compensation plan during fiscal year 2024 or prior years.

  48. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control We entered into the above-described employment agreements with Mr. Mortimer and Ms. Aulin in January 2021, with Ms. DiFabio in November 2022, with Dr. Kenney in August 2021 and with Dr. Von Seggern in July 2020. Each of the employment agreements with our currently employed NEOs provides, and prior to his termination of employment, the employment agreement with Dr. Von Seggern provided, that if we terminate the applicable NEO’s employment without cause (or in the cases of Ms. DiFabio, Dr. Kenney and Dr. Von Seggern, “Cause” as such term is defined in the NEO’s employment agreement) outside of the period beginning three months before a Change of Control (as such term is defined in the NEO’s employment agreement) and ending 12 months after the Change of Control (such period, the “change of control period”), we will provide, in exchange for and conditional upon receipt of a full and final release of all claims (except to the extent such payments or benefits are required by applicable law), (i) in the cases of Mr. Mortimer and Ms. Aulin, a working notice of termination (in which case all terms and conditions of employment including compensation and benefits, subject to the applicable insurer’s terms of coverage, will continue), base salary continuance, a lump sum payment of base salary, or an equivalent combination of any of the foregoing, in the amount of 12 months plus 1 additional month for every 1 year of consecutive service (up to a combined maximum of 18 months) (the “Payment Period”), with the amount of notice and/or payment in excess of the amount to which the NEO is entitled under the British Columbia Employment Standards Act (the “Statutory Notice”) conditional upon the NEO signing and returning a full and final release of all claims, and in the cases of Ms. DiFabio, Dr. Kenney and Dr. Von Seggern, a lump sum severance payment equal to the NEO’s base salary for the Payment Period; (ii) in the cases of Mr. Mortimer and Ms. Aulin, continued coverage for the NEO under our group benefits insurance, or payment of the cost of monthly premiums under our group benefits insurance, until the Payment Period ends or the date on which the NEO commences full-time employment; (iii) payment to the NEO of a pro-rated portion of his or her Average Bonus (as defined below); (iv) payment to the NEO of an amount equal to the contributions for retirement savings that we would have paid on his or her behalf for the Payment Period; (v) in the case of Mr. Mortimer, continued exercisability of stock options granted under our Stock Option Plan for up to three months following the end of the Payment Period; and (vi) continued vesting of stock options and other deferred compensation granted under our Amended and Restated 2014 Plan or any subsequent incentive compensation plan for three months following the date the NEO’s employment terminates and continued exercisability of such options and deferred compensation for up to six months following termination of employment. “Average Bonus” means an amount that is (x) the sum of the annual bonus awards (expressed as a percentage of the applicable year’s base salary) that the NEO earned in each of the three completed calendar years preceding the date the NEO’s employment terminates, divided by (y) three, and multiplied by (z) the NEO’s base salary at the time his or her employment terminates. If the NEO has been employed for more than one but fewer than three years, then the Average Bonus will be calculated based on the applicable number of completed calendar years prior to the date the NEO’s employment terminates. If, during the change of control period, the NEO’s employment is terminated without cause (or, in the cases of Ms. DiFabio, Dr. Kenney and Dr. Von Seggern, “Cause” as such term is defined in the NEO’s employment agreement) or the NEO resigns for Good Reason (as such term is defined in the NEO’s employment agreement), we will, in exchange for and conditional upon receipt of a full and final release of all claims, (i) pay the NEO a lump sum amount equal to his or her base salary for the Payment Period (or in the case of Mr. Mortimer, for 24 months), (ii) pay the NEO 100% of his or her applicable target annual bonus, (iii) pay the NEO an amount equal to the contributions for retirement savings that we would have paid on his or her behalf for the Payment Period (or in the case of Mr. Mortimer, for 24 months), (iv) fully accelerate the vesting of all of the NEO’s unvested stock options and other deferred compensation awards (including restricted share units and other equity or equity-based awards), (v) in the case of Mr. Mortimer, provide for the continued exercisability of his stock options and awards granted under our Stock Option Plan for 90 days from the end of the Payment Period, (vi) provide for the continued exercisability of the NEO’s stock options and awards granted under our Amended and Restated 2014 Plan or any subsequent deferred compensation plan for the longer of (A) six months from the termination of the NEO’s employment or (B) the period stipulated in the applicable plan or grant, and (vii) in the cases of Mr. Mortimer and Ms. Aulin, arrange for continued coverage for the NEO under our group benefits insurance, or payment of the cost of monthly premiums under our group benefits insurance, until the end of the Payment Period (or in the case of Mr. Mortimer, for the 24-month period after the termination of his employment) or until the NEO commences full-time employment. In connection with Dr. Von Seggern’s termination of employment in January 2025, we entered into a separation agreement with Dr. Von Seggern pursuant to which he received severance payments and benefits consistent with the terms of his employment agreement, as described above, as well as payment of his 2024 annual bonus based on actual performance. The following table describes the potential payments and benefits that would have been provided to our NEOs in the circumstances described below, assuming that the triggering event took place on December 31, 2024, which was the last day of our fiscal year. It does not reflect the actual amounts our NEOs received or may receive as a result of their termination of employment subsequent to December 31, 2024, including Dr. Von Seggern and Ms. Aulin.

  49. Potential Payments upon Termination or Change in Control

    | Compensation and Benefits | Termination Without Cause Not in Connection With or Following A Change of Control | Termination Without Cause or Resignation for Good Reason in Connection With or Following A Change of Control | Change of Control | | Ian Mortimer | | | | | Salary | $1,072,500 | $1,430,000 | $— | | Non-equity incentive plan | 408,146 | 500,500 | — | | Stock and option awards with accelerated vesting(1) | — | 3,709,553 | 1,568,000 | | Other benefits(2) | 67,502 | 90,003 | — | | Total | 1,548,148 | 5,730,056 | 1,568,000 | | Sherry Aulin | | | | | Salary | 765,000 | 765,000 | — | | Non-equity incentive plan | 197,625 | 229,500 | — | | Stock and option awards with accelerated vesting(1) | — | 1,391,394 | 588,000 | | Other benefits(2) | 55,634 | 55,634 | — | | Total | 1,018,259 | 2,441,528 | 588,000 | | Andrea DiFabio | | | | | Salary | 571,667 | 571,667 | — | | Non-equity incentive plan | 171,500 | 196,000 | — | | Stock and option awards with accelerated vesting(1) | — | 975,056 | 588,000 | | Other benefits(2) | 80,824 | 80,824 | — | | Total | 823,991 | 1,823,547 | 588,000 | | Christopher Kenney | | | | | Salary | 675,000 | 675,000 | — | | Non-equity incentive plan | 209,250 | 243,000 | — | | Stock and option awards with accelerated vesting(1) | — | 1,669,888 | 588,000 | | Other benefits(2) | 89,722 | 89,722 | — | | Total | 973,972 | 2,677,610 | 588,000 | | Christopher Von Seggern | | | | | Salary | 640,000 | 640,000 | — | | Non-equity incentive plan | 179,200 | 192,000 | — | | Stock and option awards with accelerated vesting(1) | — | 1,043,650 | 588,000 | | Other benefits(2) | 91,704 | 91,704 | — | | Total | 910,904 | 1,967,354 | 588,000 |

  50. Potential Payments upon Termination or Change in Control

    The value of stock and option awards with accelerated vesting represents the value of ‘in-the-money’ unvested stock options and PSUs, as applicable, calculated by multiplying the number of Common Shares subject to acceleration (which assumes acceleration at 100% of the underlying Common Shares for PSUs) by $39.02, the closing market price of our Common Shares on December 31, 2024 (the last trading day of 2024) less the applicable exercise price in the case of stock options. Represents the value of continued coverage for group benefits insurance or health care benefits and contributions for retirement savings that we would have paid on the NEO’s behalf for the Payment Period (or in the case of Mr. Mortimer with respect to such benefits provided upon a qualifying termination in connection with or following a change of control, for the 24-month period after the termination of his employment).

  51. CEO Pay Ratio

    CEO Pay Ratio Under rules adopted pursuant to the Dodd-Frank Act, we are required to calculate and disclose the total compensation paid to our median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to Ian Mortimer, our Chief Executive Officer, for 2024 (the “CEO Pay Ratio”). The paragraphs that follow describe our methodology and the resulting CEO Pay Ratio.

  52. Methodology and Pay Ratio

    Methodology and Pay Ratio After applying our CACM method, we identified the median employee. Once the median employee was identified, we calculated the median employee’s annual total direct compensation in accordance with the requirements of the Summary Compensation Table. Our median employee compensation in 2024 as calculated using Summary Compensation Table requirements was $269,373. Mr. Mortimer’s total annual compensation as reported in the Summary Compensation Table was $9,795,347. Therefore, our CEO Pay Ratio for 2024 is approximately 36:1. Our CEO Pay Ratio is influenced by the percentage of our employee population based in Canada, because employees in Canada generally have lower average compensation than employees in the U.S., and is impacted by foreign exchange translation of the Canadian dollar. As of December 31, 2024, approximately 57% of our employee population was based in Canada and 43% of our employee population was based in the U.S. In addition, Mr. Mortimer’s total annual compensation for 2024 of $9,795,347 was inclusive of an option award and a PSU award, which had an aggregate grant date fair value calculated in accordance with FASB ASC Topic 718 of $8,611,059. Each of Mr. Mortimer’s option award and PSU award was approved by the Board following review of benchmark data which showed that Mr. Mortimer’s compensation package was within the competitive market range for his skills, experience and demonstrated success leading organizations in the biopharmaceutical industry. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither our Compensation Committee nor management used the CEO Pay Ratio measure in making compensation decisions. Supplemental Ratio. In addition to the information above, we have also calculated the ratio of the base salary of our Chief Executive Officer as compared to the annual base salary of our median employee. In calculating the annual base salary of our median employee, we used the applicable methodology listed above. For fiscal 2024, the annual base salary of our median employee was $172,500, and the annual base salary of our Chief Executive Officer, as reported in the Summary Compensation Table, was $714,589. Based on this information, the ratio of the annual base salary of our Chief Executive Officer to the annual base salary of our median employee was approximately 4:1. Neither our Compensation Committee nor management used this ratio to make compensation decisions.

  53. Pay versus Performance

    Pay versus Performance The following table reports the compensation of our Chief Executive Officer (our Principal Executive Officer, or “PEO”) and the average compensation of the other Named Executive Officers (“Other NEOs”) as reported in the Summary Compensation Table in our proxy statements for the past five years, as well as their “compensation actually paid” (“CAP”), as calculated pursuant to the requirements of Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to our PEOs or Other NEOs during the applicable year and were not considered by our Compensation Committee at the time it made decisions with respect to our PEOs’ or Other NEOs’ compensation. As described in more detail in the section of this Circular titled “Compensation Discussion and Analysis,” our performance-based incentive compensation is generally tied to the Corporation’s strategic and operational objectives, and we did not use financial measures to link executive compensation to our financial performance in the applicable years reported below. Accordingly, we have not included any “Company Selected Measure” or provided a tabular list of financial performance measures.

  54. Pay versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Summary Compensation Table Total for PEO - Ian Mortimer(1) | Compensation Actually Paid to PEO - Ian Mortimer(2)(3) | Summary Compensation Table Total for PEO - Simon Pimstone(1) | Compensation Actually Paid to PEO - Simon Pimstone(2)(3) | Average Summary Compensation Table Total for Other NEOs(4) | Average Compensation Actually Paid to Other NEOs(2)(3) | Xenon TSR(5) | Peer Group TSR(6) | Net Loss (in thousands)(7) | | 2024 | $9,795,347 | $4,354,520 | N/A | N/A | $4,139,227 | $2,300,677 | $299 | $114 | $234,330 | | 2023 | 10,117,829 | 13,866,708 | N/A | N/A | 3,059,837 | 4,111,123 | 351 | 115 | 182,393 | | 2022 | 9,228,604 | 13,947,116 | N/A | N/A | 3,177,945 | 3,664,432 | 301 | 111 | 125,373 | | 2021 | 3,894,997 | 8,160,743 | $4,116,416 | $9,969,831 | 1,971,967 | 3,759,699 | 238 | 125 | 78,882 | | 2020 | N/A | N/A | 2,941,911 | 3,958,576 | 1,444,912 | 1,835,688 | 117 | 126 | 28,837 |

  55. Pay versus Performance

    (1) Mr. Mortimer served as our President and Chief Financial Officer for the year 2020 and through June 2, 2021, and has served as our President and Chief Executive Officer since June 3, 2021. Dr. Pimstone served as our Chief Executive Officer for the year 2020 and through June 2, 2021. The amounts reported in these columns represent the amounts of total compensation reported in the “Total” column of the Summary Compensation Table in each applicable year for the applicable PEO. Compensation amounts paid to our PEOs were paid in Canadian dollars and have been converted to U.S. dollars for purposes of the table. The U.S. dollar per Canadian dollar exchange rate used for such conversion was 0.7302, 0.7410, 0.7692, 0.7980 and 0.7461, which were the average Bank of Canada foreign exchange rates for the 2024, 2023, 2022, 2021 and 2020 fiscal years, respectively. (2) The Summary Compensation Table totals reported for the PEOs and the average of the Other NEOs for each year were subject to the following adjustments in accordance with Item 402(v)(2) (iii) of Regulation S-K to calculate “compensation actually paid”:

  56. Pay versus Performance

    | | 2024 | | 2023 | | 2022 | | 2021 | | | 2020 | | | | PEO - Ian Mortimer | Average for Other NEOs | PEO - Ian Mortimer | Average for Other NEOs | PEO - Ian Mortimer | Average for Other NEOs | PEO - Ian Mortimer | PEO - Simon Pimstone | Average for Other NEOs | PEO - Simon Pimstone | Average for Other NEOs | | Summary Compensation Table Total | $9,795,347 | $4,139,227 | $10,117,829 | $3,059,837 | $9,228,604 | $3,177,945 | $3,894,997 | $4,116,416 | $1,971,967 | $2,941,911 | $1,444,912 | | Adjustments | | | | | | | | | | | | | Deduction for amounts reported under "Option Awards" and "Stock Awards" in the Summary Compensation Table | (8,611,059) | (3,422,238) | (9,051,114) | (2,411,645) | (8,254,844) | (2,643,857) | (2,937,835) | (3,104,921) | (1,608,715) | (2,154,135) | (807,801) | | Year-end fair value of option and stock awards granted during year that remained unvested as of last day of year | 6,702,262 | 2,661,305 | 12,261,591 | 3,267,069 | 11,554,862 | 2,527,625 | 5,223,454 | 5,133,746 | 3,249,254 | 2,989,052 | 1,120,894 | | Change in fair value from last day of prior year to last day of year of unvested option and stock awards | (2,315,305) | (704,409) | 982,419 | 343,908 | 1,263,011 | 478,051 | 1,479,078 | 2,919,034 | 111,424 | 305,345 | 125,819 | | Change in fair value (as of vesting date from prior year end) of prior years' option and stock awards that vested during the year | (1,216,725) | (373,208) | (444,017) | (148,046) | 155,483 | 124,668 | 501,049 | 905,556 | 35,769 | (123,597) | (48,136) | | Compensation Actually Paid | $4,354,520 | $2,300,677 | $13,866,708 | $4,111,123 | $13,947,116 | $3,664,432 | $8,160,743 | $9,969,831 | $3,759,699 | $3,958,576 | $1,835,688 |

  57. Pay versus Performance

    For purposes of calculating the CAP to each PEO and the average CAP to our Other NEOs, compensation related to option awards was remeasured using a Black-Scholes option pricing model as of the applicable year-end date or, in the case of vested options, the vesting date. The Black-Scholes option pricing model requires us to make assumptions and judgments regarding the variables used in the calculation, including the expected remaining term, expected volatility, and the expected risk-free rate, and the assumptions we used for these variables are as follows:

  58. Pay versus Performance

    | | | Year Ended December 31, | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | Expected term (in years) | 4.58 – 6.63 | 4.69 – 6.72 | 5.36 – 6.94 | 4.67 – 7.21 | 4.77 – 7.32 | | Volatility | 59.38 % – 64.90 % | 63.73 % – 73.51 % | 68.08 % – 76.18 % | 65.59 % - 77.46% | 66.61 % - 70.15 % | | Risk-free interest rate | 3.55 % – 4.68 % | 3.47 % – 4.80 % | 1.42 % – 4.20 % | 0.48 % - 1.44 % | 0.22 % - 1.42 % | | Dividend yield | — | — | — | — | — |

  59. Pay versus Performance

    The assumptions used in calculating the fair value of stock awards include the stock price as of the applicable measuring date and, in the case of performance-based awards, the probable outcome of the performance conditions as of the applicable measuring date. The valuation assumptions used to calculate fair values did not differ in any material respect from the assumptions used to calculate the grant date fair value of the stock awards as reported in the Summary Compensation Table. The amounts reported in this column represent the average amounts of total compensation reported in the “Total” column of the Summary Compensation Table in each applicable year for the Other NEOs. Compensation amounts paid to Mr. Mortimer, Ms. Aulin and Dr. Sherrington were paid in Canadian dollars and have been converted to U.S. dollars for purposes of the table. The U.S. dollar per Canadian dollar exchange rate used for such conversion was 0.7302, 0.7410, 0.7692, 0.7980 and 0.7461, which were the average Bank of Canada foreign exchange rates for the 2024, 2023, 2022, 2021 and 2020 fiscal years, respectively. The Other NEOs for each year are as follows: 2024 – Sherry Aulin, Andrea DiFabio, Christopher Kenney and Christopher Von Seggern 2023 – Sherry Aulin, Christopher Kenney, Christopher Von Seggern and Robin Sherrington 2022 – Sherry Aulin, Christopher Kenney, Christopher Von Seggern and Andrea DiFabio 2021 – Sherry Aulin and Christopher Kenney 2020 – Ian Mortimer and Ernesto Aycardi (5) Total shareholder return (“TSR”) represents the cumulative total return on $100 invested in our Common Shares on December 31, 2019 through the last trading day of the applicable fiscal year reported in the table. Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Corporation’s share price at the end and the beginning of the measurement period by the Corporation’s share price at the beginning of the measurement period. The Corporation has not paid any dividends to date. (6) Peer Group TSR represents the cumulative total return on $100 invested on December 31, 2019 through the last trading day of the applicable fiscal year reported in the table. The peer group used for this purpose is the Nasdaq Biotechnology Index for all five fiscal years disclosed, which aligns with the peer group used for the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Reports on Form 10-K for the years ended December 31, 2024, December 31, 2023 and December 31, 2022. We were not required to prepare a stock performance graph under Item 201(e) of Regulation S-K for the fiscal years ended December 31, 2021 and December 31, 2020, so we did not have a peer group for this purpose for those years. The amounts reported in this column represent the amount of net loss as reflected in the Corporation’s audited financial statements for the applicable years as included in our Annual Reports on Form 10-K.

  60. Relationship Between Pay versus Performance

    Relationship Between Pay versus Performance As described in more detail in the section of this Circular titled “Compensation Discussion and Analysis”, we use several non-financial performance measures to align executive compensation with performance, which are not presented in the Pay versus Performance table. For example, the executives’ performance-based annual cash bonuses for 2024 were based on achievement of corporate objectives that focus on clinical, pre-clinical and business and financial operations established by our Compensation Committee and described in “Non-Equity Incentive Plan Compensation and Bonuses” above. Moreover, we generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with the metrics reported in the Pay versus Performance table, although we do grant long-term incentive awards to further align the interests of our NEOs with our shareholders. The following graphs illustrate the relationships between CAP, TSRs and our net income (loss). CAP vs TSR of Xenon & peer Group

  61. Indebtedness of Directors and Officers

    Indebtedness of Directors and Officers No current or former director, officer or employee of the Corporation, or any associate of any such individual, is, or was at any time during the most recently completed financial year, indebted to the Corporation, nor is any indebtedness of any such person to another entity the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation.

  62. THIRD PARTY COMPENSATION OF DIRECTORS

    THIRD PARTY COMPENSATION OF DIRECTORS None of our directors is a party to any agreement or arrangement that would require disclosure pursuant to Nasdaq Rule 5250(b)(3).

  63. Annual Election of Directors

    Annual Election of Directors Directors shall be subject to election at each annual meeting of shareholders in accordance with the Corporation’s By-laws. The Board shall fill vacancies or add new directors as provided in the Corporation’s By-laws and in accordance with applicable Canadian corporate laws. W.