DEF 14A of XBiotech Inc.
Filed Oct 2, 2026 · FY20250001171843-26-006362
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board of Directors currently consists of five directors. There are five nominees for director, which consist of all incumbent directors. Proxies may not be voted for a greater number of persons than the number of nominees named in this proxy statement. Each director to be elected and qualified will hold office until the next annual meeting of shareholders and until his or her successor is elected, or, if sooner, until the director’s death, resignation or removal. Notwithstanding the foregoing, directors are elected by a plurality of the votes of the holders of shares present in person or represented by proxy and entitled to vote on the election of directors if the number of eligible nominees standing for election at any meeting of the shareholders exceeds the number of directors to be elected. The five nominees receiving the highest number of affirmative votes will be elected. The Company invites and welcomes all directors and nominees for directors to attend the annual meeting of shareholders. The Company believes that one director - John Simard - attended the 2025 Annual Meeting of Shareholders, which was conducted by videoconference. Current Board and Nominees The Nominating and Corporate Governance Committee seeks to assemble a Board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct the Company’s business. To that end, the members of the Nominating and Corporate Governance Committee, together with the other independent directors of the Board, have identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating and Corporate Governance Committee members and independent directors of the Board view as critical to effective functioning of the Board. The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or nominee that led the members of the Nominating and Corporate Governance Committee and the other independent directors of the Board to conclude that the person should serve as a director as of the date of this proxy statement. However, each of the members of the Nominating and Corporate Governance Committee and independent directors of the Board may have a variety of reasons why he believes a particular person would be an appropriate nominee or director for the Board, and these views may differ from the views of other members.
ELECTION OF DIRECTORS
| Name | Age | Position Held With the Company | | John Simard | 64 | Founder & Chairman of the Board | | Thomas Kündig, M.D. | 63 | Director | | Craig Rademaker | 61 | Director | | Tevi D. Troy, M.A., Ph.d. | 59 | Director | | David Soffer, B.Sc. DMD | 61 | Director |
ELECTION OF DIRECTORS
John Simard, Chairman of the Board, founded XBiotech Inc. in 2005 and served as its President and Chief Executive Officer and Chairman of the Board from 2005 to 2025. He retired from his role as President and Chief Executive Officer effective December 8, 2025 and continues to serve as Chairman of the Board of Directors and as a Scientific Advisor. Prior to XBiotech, he was founder and Chief Executive Officer of CTL ImmunoTherapies Corp., a developer of therapeutic vaccines to treat cancer and chronic infectious disease; he also founded AlleCure Corp., of Valencia, California, a developer of allergy treatments and immune modulating therapies. In 2001, AlleCure and CTL ImmunoTherapies merged to form MannKind Corp., where Mr. Simard served as Corporate Vice President and a board member. Mr. Simard holds a degree in Biochemistry from the University of Saskatchewan and attended graduate studies in Medical Biophysics/Immunology at the University of Toronto. He has over 240 issued and pending patents related to cancer therapy, therapeutic vaccines and therapeutic antibodies, as well as a substantial number of peer-reviewed scientific publications and the textbook “Immune Response Genes.” Our Board of Directors believes that Mr. Simard’s qualifications to serve as a director include his extensive executive leadership experience, his role as founder of the company, his many years of service on our Board of Directors and as our Chief Executive Officer, and extensive knowledge of our company and industry. Dr. Thomas Kündig M.D. was appointed to the Company’s Board of Directors on June 24, 2025. Dr. Kündig is a distinguished leader in academic medicine, currently serving as Director of the Department of Dermatology at the University Hospital Zurich (USZ) and Full Professor of Dermatology at the University of Zurich. With over three decades of experience spanning clinical care, translational research, and institutional leadership, he brings a unique blend of scientific rigor, operational excellence, and strategic vision. Dr. Kündig’s career is marked by pioneering contributions to immunohematology, particularly in the development of intralymphatic immunotherapy (ILIT), which has significantly reduced treatment durations for allergy patients. His research group has also advanced preclinical models for cancer immunotherapy and allergen-specific monoclonal antibodies. As a department head, Dr. Kündig has overseen substantial resources and complex clinical operations, leading initiatives in patient-centered care, including the integration of self-help programs to enhance health literacy. His leadership has positioned USZ’s dermatology clinic as a national and international reference center, reflecting his ability to elevate institutional performance and reputation. Dr. Kündig’s governance experience includes board roles in the Swiss Society for Dermatology & Venereology and the European Dermatology Forum. As well, he is a recipient of the Swiss Technology Award and the Georg-Friedrich Götz Prize. Prof. Kündig has an M.D. from the University of Zürich. Craig Rademaker was appointed to the Company’s Board of Directors on June 24, 2025. Mr. Rademaker has over 35 years’ experience in the financial industry, covering a multitude of areas and industries, both private and public. These include institutional and retail brokerage, principal trading, equity and debt raising, mergers and acquisitions advice and venture capital as a facilitator and principal investor. Mr. Rademaker started his career in venture capital at the age of 16, working in his father’s firm in Vancouver, B.C. At 23 Mr. Rademaker began working on the trade desk and was quickly promoted to the underwriting group, managing an international trade desk with focus on trading volatility and market making for public companies. During his underwriting years, Mr. Rademaker was responsible for multiple initial public offerings, reverse take overs and mergers related to US, Canadian and international exchanges. After approximately 15-20 years in underwriting, Mr. Rademaker transitioned to become a capital markets leader. He has served as a consultant to multiple Canadian private equity firms and opened a Canadian office for a European trust company group. Mr. Rademaker’ focus has evolved towards helping companies and investors build risk mitigating strategies, align competing interests and perfect capital stocks. Mr. Rademaker has a B.Sc. degree in economics from Simon Fraser University. The Hon. Tevi D. Troy M.A., Ph.D. is a Senior Fellow at the Ronald Reagan Institute, Senior Scholar at the Straus Center at Yeshiva University, former White House aide and a best-selling author on presidential history. Dr. Troy is former Deputy Secretary of the U.S. Department of Health and Human Services, the chief operating officer of the largest civilian department in the federal government, with a budget of $716 billion and over 67,000 employees. Dr. Troy has extensive White House experience, serving in several high-level positions, culminating in his service as Deputy Assistant and then Acting Assistant to the President for Domestic Policy. Dr. Troy has held high-level positions on Capitol Hill as well, serving as Policy Director for Senator John Ashcroft, Senior Domestic Policy Adviser and later Domestic Policy Director for the House Policy Committee. In addition to governmental work and health care expertise, Dr. Troy has written over 400 published articles for The New York Times, The Wall Street Journal, The Washington Post, Politico, The Atlantic, and many other publications. He is a frequent television and radio analyst, and has appeared on CNN, C-SPAN, Fox News, and The NewsHour, among other outlets. Dr. Troy has a B.S. in Industrial and Labor Relations from Cornell University and an M.A and Ph.D. in American Civilization from the University of Texas at Austin. Dr. David Soffer, B.Sc. DMD. has a distinguished background in both science and healthcare. After earning a Bachelor of Science in Biochemistry from the University of Saskatchewan, Dr. Soffer was a researcher at the Weizmann Institute in Rehovot, Israel, where his work on autoimmune disorders led to a published study in the European Journal of Immunology entitled "Factors Outside the Major Histocompatibility Complex Influence Susceptibility to Acquired Autoimmune Encephalomyelitis." Following his scientific work, Dr. Soffer pursued dentistry, graduating with a Doctor of Dental Medicine (DMD) from the University of Saskatchewan in 1996. Over the next two decades, he practiced dentistry in rural Canada, where he owned and operated clinics. He also founded a hospital dentistry program to treat pediatric patients under general anesthesia, enhancing access to care in underserved communities. Dr. Soffer continues to practice dentistry and serve outlying communities that require specialized care. Beyond his clinical work, Dr. Soffer is an active trader in the stock market. Drawing on his analytical background and commitment to fairness, he looks to contribute to broader discussions on equity and transparency, aiming to amplify the voices and concerns of retail investors in an increasingly complex biotechnology sector.
Summary Compensation Table for Fiscal Years 2025 and 2024
Summary Compensation Table for Fiscal Years 2025 and 2024
Summary Compensation Table for Fiscal Years 2025 and 2024
| Name and Principal Position | Year | Salary ($) | Option Awards ($)(1) | Bonus($)(2) | Severance($)(3) | All Other Compensation($)(4) | Total ($) | | John Simard, Former President & Chief Executive Officer | 2025 | 1,250,000 | 3,000,000 | 8,530,442 | 17,341,326 | 12,436 | 30,134,204 | | | 2024 | 1,205,083 | - | 5,030,000 | - | 10,498 | 6,245,581 | | Sushma Shivaswamy, Ph.D. Interim Chief Executive Officer & Chief Scientific Officer | 2025 | 468,557 | - | 90,000 | - | 12,436 | 570,992 | | | 2024 | 450,000 | - | 197,047 | - | 10,498 | 657,572 | | Angela Hu, Director of Finance | 2025 | 200,000 | - | 40,000 | - | 5,419 | 245,419 | | | 2024 | 200,000 | - | 80,000 | - | 5,419 | 285,419 |
Summary Compensation Table for Fiscal Years 2025 and 2024
| (1) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during 2025 and 2024, as applicable, computed in accordance with Financial Accounting Standard Board ASC Topic 718 (“ASC 718”) for stock-based compensation transactions. Assumptions used in the calculation of these amounts are included in Note 2 to the Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not reflect the actual economic value that will be realized by the Named Executive Officer upon the vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options. |
Summary Compensation Table for Fiscal Years 2025 and 2024
| (2) Amounts shown represent discretionary performance bonuses earned in 2025 and 2024. In 2025, Mr. Simard was granted a cash bonus of $4,000,000 for the performance of 2024 in the first quarter of 2025 and paid in the first quarter of 2025, and a cash bonus of $4,530,442 for the performance of 2025 in December of 2025 based on the Employee Agreement, which was paid in January 2026. In 2024, Mr. Simard was granted a cash bonus of $5,030,000 for the performance of 2023, which was paid in the second quarter of 2024. |
Summary Compensation Table for Fiscal Years 2025 and 2024
| (3) Amounts shown represent the severance payment to Mr. Simard in connection with his retirement on December 8, 2025, in accordance with the terms of his executed Employment Agreement. |
Summary Compensation Table for Fiscal Years 2025 and 2024
| (4) Amounts shown represent premiums for health and life insurance as well as short and long-term disability insurance paid by us on behalf of the Named Executive Officers. All of these benefits are provided to the Named Executive Officers on the same terms as provided to all of our regular full-time employees in the United States. |
Summary Compensation Table for Fiscal Years 2025 and 2024
Outstanding Equity Awards at Fiscal Year End The following table shows for the fiscal year ended December 31, 2025, certain information regarding outstanding equity awards at fiscal year-end for the Named Executive Officers.
Summary Compensation Table for Fiscal Years 2025 and 2024
| Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | John Simard | 03/31/2016(1) | 48,125 | | $9.45 | 3/30/2026 | | | 06/19/2017(2) | 61,516 | | $4.24 | 6/18/2027 | | | 06/19/2018(3) | 110,740 | | $4.44 | 6/18/2028 | | | 06/27/2019(4) | 150,000 | | $7.45 | 6/26/2029 | | | 12/06/2019(5) | 500,000 | | $11.12 | 12/5/2029 | | | 03/17/2025(6) | 1,026,228 | | $3.52 | 03/16/2035 | | Sushma Shivaswamy | 6/19/2017(7) | 50,000 | | $4.24 | 06/19/2027 | | | 11/20/2017(8) | 150,000 | | $4.13 | 11/19/2027 | | | 01/04/2019(9) | 15,000 | | $5.26 | 01/03/2029 | | | 11/06/2019(10) | 100,000 | | $10.36 | 11/05/2029 | | | 11/19/2021(11) | 100,000 | | $12.67 | 11/18/2031 | | | 02/10/2023(12) | 100,000 | | $3.84 | 02/09/2033 | | Angela Hu | 01/04/2019(13) | 5,000 | | $5.26 | 01/03/2029 | | | 11/06/2019(14) | 10,000 | | $10.36 | 11/05/2029 | | | 11/19/2021(15) | 10,000 | | $12.64 | 11/18/2031 | | | 02/10/2023(16) | 30,000 | | $3.84 | 02/09/2033 |
Summary Compensation Table for Fiscal Years 2025 and 2024
| (1) Fully vested as of March 31, 2019. Expired in accordance to its terms as of March 30, 2026. |
Summary Compensation Table for Fiscal Years 2025 and 2024
| (2) Fully vested as of June 19, 2020. |
Summary Compensation Table for Fiscal Years 2025 and 2024
| (3) Fully vested as of June 19, 2021. |
Summary Compensation Table for Fiscal Years 2025 and 2024
| (4) Fully vested as of June 27, 2022. |
Summary Compensation Table for Fiscal Years 2025 and 2024
| (5) Fully vested as of December 6, 2020. |
Summary Compensation Table for Fiscal Years 2025 and 2024
| (6) Fully vested as of March 17, 2025. |
Summary Compensation Table for Fiscal Years 2025 and 2024
| (7) Fully vested as of June 19, 2020. |
Summary Compensation Table for Fiscal Years 2025 and 2024
| (8) Fully vested as of November 20, 2020. |
Summary Compensation Table for Fiscal Years 2025 and 2024
| (9) Fully vested as of January 4, 2021. |
Summary Compensation Table for Fiscal Years 2025 and 2024
| (10) Fully vested as of November 6, 2022. |
Summary Compensation Table for Fiscal Years 2025 and 2024
| (11) Fully vested as of November 19, 2023. |
Summary Compensation Table for Fiscal Years 2025 and 2024
| (12) Fully vested as of February 10, 2025. |
Summary Compensation Table for Fiscal Years 2025 and 2024
| (13) Fully vested as of January 4, 2021. |
Summary Compensation Table for Fiscal Years 2025 and 2024
| (14) Fully vested as of November 06, 2022. |
Summary Compensation Table for Fiscal Years 2025 and 2024
| (15) Fully vested as of November 19, 2023. |
Summary Compensation Table for Fiscal Years 2025 and 2024
| (16) Fully vested as of February 10, 2025. |
Summary Compensation Table for Fiscal Years 2025 and 2024
Employment Agreements with Named Executive Officers All of our Named Executive Officers have or had employment agreements and/or offer letters with us that provide that their employment is at will and may be terminated at any time by the executive or by us with or without cause and without notice. The employment agreements provide for certain base salary, target bonus and severance payments to our Named Executive Officers as follows: Employment Agreement with John Simard. We entered into an Executive Employment Agreement with John Simard, our former CEO and President, effective October 1, 2025, to replace and supersede all prior employment agreements between Mr. Simard and the Company. The employment agreement was approved by our Compensation Committee. Under the employment agreement, Mr. Simard received an annual base salary of $1,250,000. Mr. Simard was also eligible to receive an annual base bonus of $4,530,442, to be determined each calendar year by the Compensation Committee during Mr. Simard’s employment. The amount of the base salary and base bonus was to be adjusted for inflation at the end of each calendar year as provided in the employment agreement. The Compensation Committee also had discretion to award Mr. Simard stock options and additional cash bonus amounts if the Compensation Committee determined such options or amounts are warranted. Mr. Simard is also entitled to reimbursement of reasonable and documented expenses and to participate in the Company’s benefit programs. The employment agreement also provides that in the event of Mr. Simard’s retirement, departure due to disability, or termination without cause, Mr. Simard or his estate shall receive a severance payment equal to three (3) full calendar years of base salary and three (3) full calendar years of base bonus, using the annual amount of base salary and base bonus for the calendar year when the termination occurred, to be paid in cash within 14 days after the effective date of the release. Upon Mr. Simard’s retirement, he will continue to serve in a consulting capacity with the Company for at least eighteen (18) months thereafter, and will also continue to receive base salary during that time period. In the event of termination for cause, the severance amount would be reduced as provided in the employment agreement. Mr. Simard received the severance and bonus payments described above following his retirement and continues to serve in a consulting capacity with the Company pursuant to the terms of his employment agreement. Offer Letters with Other Named Executive Officers. We entered into an offer letter with Dr. Shivaswamy upon her hiring, which originally provided that she was paid an annual base salary of $70,000 per year as well as granted stock options. Dr. Shivaswamy was appointed as the Company’s Interim Chief Executive Officer effective December 8, 2025, in connection with John Simard’s retirement, and continues to serve as Chief Scientific Officer. Her annual base salary was increased from $450,000 to $750,000 while she serves in these roles, with a bonus structure and a full remuneration package to be determined by the Compensation Committee at a later time. We entered into a written employment arrangement with Ms. Hu, pursuant to which she received a base salary of $200,000 and from time to time she receives option grants as approved by the Board of Directors or Compensation Committee. None of the Named Executive Officers’ employment agreements or offer letters provide for the gross up of any excise taxes imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). If any of the payments under the employment agreements or offer letters would constitute a “parachute payment” within the meaning of Section 280G of the Code, subject to the excise tax imposed by Section 4999 of the Code, the employment agreements and offer letters provide for a best-after tax analysis with respect to such payments, under which the executive will receive whichever of the following two alternative forms of payment would result in the executive officer’s receipt, on an after-tax basis, of the greater amount of the transaction payment notwithstanding that all or some portion of the transaction payment may be subject to the excise tax: (i) payment in full of the entire amount of the transaction payment, or (ii) payment of only a part of the transaction payment so that the executive receives the largest payment possible without the imposition of the excise tax. Equity Compensation Plans and Other Benefits Plans
CEO PAY RATIO
CEO PAY RATIO Item 402(u) of the SEC’s Regulation S-K requires disclosure of the ratio of the annual total compensation of the Company’s CEO to the Company’s median employee’s annual total compensation. The ratio disclosed below is a reasonable estimate calculated in a manner consistent with Item 402(u).
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our company.
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for Principal Executive Officer (“PEO”)(1) | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (“NEOs”)(2) | Average Compensation Actually Paid to Non-PEO NEOs(3) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return (“TSR”)(4) | Net Loss (millions)(5) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2025 | 30,102,697 | 27,102,297 | 384,576 | 384,576 | (41.56) | (45.54) | | 2024 | 6,245,581 | 6,245,581 | 471,495 | 471,495 | 2.25 | (38.53) | | 2023 | 5,556,481 | 5,556,481 | 499,893 | 324,062 | 13.96 | (24.56) |
PAY VERSUS PERFORMANCE
| (1) The dollar amount reported in column (b) for 2025 reflects the combined compensation of Mr. John Simard, who served as Chief Executive Officer until his retirement on December 8, 2025 (including severance and the 2025 bonus paid in January 2026), and Dr. Sushma Shivaswamy, who served as Interim Chief Executive Officer thereafter. The dollar amounts reported in column (b) for 2024 and 2023 represent the amounts of total compensation reported for Mr. Simard (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.” |
PAY VERSUS PERFORMANCE
| (2) The dollar amounts reported in column (d) represent the average of the amounts reported for our company’s named executive officers as a group (excluding Chief Executive Officer) in the “Total” column of the Summary Compensation Table in each applicable year. For fiscal year 2025, the named executive officers included in this calculation are Dr. Shivaswamy (with compensation included only for the period prior to her appointment as Interim Chief Executive Officer) and Ms. Hu. For 2024 and 2023, the named executive officers (excluding Mr. Simard) included in this calculation are Dr. Shivaswamy and Ms. Hu for the full year. |
PAY VERSUS PERFORMANCE
| (3) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the named executive officers as a group (excluding Chief Executive Officer), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the named executive officers as a group (excluding Chief Executive Officer) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the named executive officers as a group (excluding Chief Executive Officer) for each year to determine the compensation actually paid: |
PAY VERSUS PERFORMANCE
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Average Reported Value of Equity Awards ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 384,576 | - | 384,576 | | 2024 | 471,495 | - | 471,495 | | 2023 | 499,893 | (175,831) | 324,062 |
PAY VERSUS PERFORMANCE
| (4) 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 our company’s share price at the end and the beginning of the measurement period by our company’s share price at the beginning of the measurement period. |
PAY VERSUS PERFORMANCE
| (5) The dollar amounts reported represent the amount of net income (loss) reflected in our consolidated audited financial statements for the applicable year. |
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table We generally seek to incentivize long-term performance and therefore do not specifically align our performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. Compensation Actually Paid and Net Income (Loss) Our business model includes discovery and development of drug candidates for potential sale prior to marketing authorization. Revenues are thus periodic. Our company has historically looked to value creation of is pipeline of assets rather than to net income (loss) as a performance measure for our executive compensation program. In 2025 and 2024, the Company’s net loss increased primarily due to severance payments associated with the retirement of the Chief Executive Officer. Compensation actually paid for our principal executive officer and non-PEO named executive officers increased in 2025 and 2024. Compensation Actually Paid and Cumulative TSR The compensation actually paid to our principal executive officer and non-PEO named executive officers during the periods presented are related to performance measures with respect to the potential transactional value and market potential with our pipeline of drug candidates. To align executive compensation with performance, we employ several measures, but they are generally not financial performance measures, such as TSR. For compensation we consider both stock options and discretionary cash bonuses as an essential part of our executive incentive and retention program. Stock options only generate value if the market price of our common stock increases and the executive officer remain employed with us during the vesting period and align our executive officers’ interests with those of our shareholders. Discretionary cash bonuses provide strong incentive and retention value and is generally less costly to the Company in the long term than stock-based compensation. In 2025 and 2024, the Company’s TSR declined, while compensation actually paid to our Principal Executive Officer increased in both years. Compensation actually paid to our non-PEO named executive officers decreased in both years.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION We compensate non-employee members of the Board of Directors through both cash fees and annual equity grants under our 2025 Plan, which grants are made at the fair market value of our common stock at the time of grant. Directors who are also employees do not receive cash or equity compensation in addition to compensation they receive for their service as our employees. Both non-employee and employee members of the Board of Directors are reimbursed as necessary for travel, lodging and other reasonable expenses incurred while attending Board of Directors or committee meetings. The following table shows for the fiscal year ended December 31, 2025 certain information with respect to the compensation of all non-employee directors of the Company. Because John Simard serves as former Chief Executive Officer of the Company, he did not receive compensation for his services as Chairman of the Board.
Director Compensation for Fiscal Year 2025
Director Compensation for Fiscal Year 2025
Director Compensation for Fiscal Year 2025
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2)(3) | All Other Compensation ($) | Total ($) | | Jan-Paul Waldin(4) | 105,644 | 23,976 | — | 129,620 | | Peter Libby(5) | 85,836 | 23,976 | — | 109,812 | | Tak Mak(6) | 46,219 | 23,976 | — | 70,195 | | W.Thorpe McKenzie(7) | 32,986 | — | — | 32,986 | | Thomas Kündig | 62,795 | 140,147 | — | 202,942 | | Craig Rademaker | 73,260 | 163,156 | — | 236,417 | | Tevi Troy | 33,973 | 99,200 | — | 133,173 | | David Soffer | 30,575 | 90,343 | — | 120,919 |
Director Compensation for Fiscal Year 2025
| (1) Amounts listed represent the aggregate grant date fair value amount computed as of the grant date of each option awarded during 2025 in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Note 2 to the Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Our directors will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of such stock options. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. |
Director Compensation for Fiscal Year 2025
| (2) Pursuant to the terms of their Board Member Agreements or other agreements with the Company. Kündig, Rademaker, Troy, and Soffer were granted nonstatutory stock options 79,115, 92,104, 56,000 and 51,000, respectively, under the Company’s 2025 Equity Incentive Plan, which options were granted at the closing sales price per share of the Company’s Common Stock on the date of issuance. All such options vest in two equal portions at four months and ten months from the Grant Date and expire ten years from the Grant Date. |
Director Compensation for Fiscal Year 2025
| (3) The aggregate number of outstanding options held by Kündig, Rademaker, Troy, and Soffer as of December 31, 2025 was 79,115, 92,104, 56,000 and 51,000 , respectively. |
Director Compensation for Fiscal Year 2025
| (4) Mr. Waldin left the Board of Directors in August 2025 at the end of his elected term. |
Director Compensation for Fiscal Year 2025
| (5) Dr. Libby left the Board of Directors in August 2025 at the end of his elected term. |
Director Compensation for Fiscal Year 2025
| (6) Dr. Mak left the Board of Directors in August 2025 at the end of his elected term. |
Director Compensation for Fiscal Year 2025
| (7) Mr. McKenzie retired from the Board of Directors in March 2025. |
Director Compensation for Fiscal Year 2025
Transactions with Related Parties Policies and Procedures for Related Party Transactions. As set forth in our Audit Committee charter, our Audit Committee is responsible for reviewing and approving, in accordance with the Company’s Related Party Transaction Policy, any proposed transaction between the Company and any related party as defined by applicable law, the SEC rules and the Nasdaq Rules, which consist of all transactions and series of similar transactions to which we were a party or will be a party and in which any of our directors, executive officers and holders of more than 5% of our voting securities and their respective affiliates has a direct or indirect material interest. As used in this section, the terms “related person” and “transaction” have the meanings set forth in Item 404(a) of Regulation S-K under the Securities Act. In the course of its review and approval of transactions with related persons, the Audit Committee considers: • the nature of the related person’s interest in the transaction; • the material terms of the transaction, including the amount involved and the type of the transaction; • the importance of the transaction to the related person and to XBiotech; • whether the transaction would impair the judgment of a director or executive officer to act in our best interest and the best interest of our shareholders; and • any other matters the Audit Committee deems appropriate. Any member of the Audit Committee who is a related person with respect to a transaction under review will not be able to participate in the discussions or vote on the approval or ratification of the transaction, other than to provide all material information regarding the transaction, including information regarding the extent of the member’s interest in the transaction, to the Audit Committee. However, such a director may be counted in determining the presence of a quorum at a meeting of the committee that considers the transaction. Any material changes to the terms of, or any renewal of, any of these transactions will also require the same approval. If a related party transaction will be ongoing, the Audit Committee may establish guidelines or other parameters or conditions relating to our participation in the transaction. The Audit Committee may from time to time pre-approve types or categories of transactions by related persons but we have no such pre-approved types or categories of transactions at this time. Related Transactions. During the last two completed fiscal years, we have not been a party to any transaction or series of transactions in which the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end, in which any of our directors, executive officers, or holders of more than 5% of our shares, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest, other than compensation arrangements which are described under the sections of this proxy captioned “Director Compensation” and “Executive Compensation” and the previously disclosed Convertible Loan Agreement (the “Loan”) dated January 3, 2024 between the Company and Mr. Simard, our chairman of the Board of Directors and former Chief Executive Officer. The Loan provided $10 million in funding for the potential construction of a new, state-of-the-art research and development facility at 5217 Winnebago Lane in Austin, Texas. The Loan was secured by the real estate and cash holdings of the Company, with interest to accrue at a simple rate equal to eight percent per year and interest-only payments to be made at six-month intervals after the Loan is funded. At Mr. Simard’s election, the balance was convertible to XBiotech stock at any time the Loan balance is outstanding at a fixed conversion price equal to the average Nasdaq Official Closing Price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of this Loan, which is $4.048 per share. The conversion feature was subject to a cap limiting the number of shares that could be converted under the Loan based on Mr. Simard’s total stock ownership in the Company at the time of conversion. The Loan also allowed Mr. Simard to obtain immediate cash repayment of the Loan balance at his election one year after the Loan is funded or upon certain other conditions set forth in the Loan. On January 31, 2025, the Loan was terminated upon full repayment of the Loan in principal and interest by the Company. As a result, all conversion rights to XBiotech stock at $4.048 per share associated with the Loan were extinguished. Related Person Transaction Policy. We adopted a formal, written policy, which became effective as of February 2015, that our executive officers, directors (including director nominees), holders of more than 5% of any class of our voting securities, and any member of the immediate family of or any entities affiliated with any of the foregoing persons, are not permitted to enter into a related party transaction with us without the prior approval or, in the case of pending or ongoing related party transactions, ratification of our Audit Committee. For purposes of our policy, a related party transaction is a transaction, arrangement or relationship where we were, are or will be involved and in which a related party had, has or will have a direct or indirect material interest, other than transactions available to all of our employees. Indemnification Agreements. We have entered into indemnification agreements with our directors in addition to the indemnification provided for under the British Columbia Business Corporations Act (the “BCBCA”) and in our Articles. These agreements, among other things, require us to indemnify our directors for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director in any action or proceeding arising out of their services as one of our directors or any other company or enterprise to which the person provides services at our request. We believe that these indemnification agreements are necessary to attract and retain qualified persons as directors. Requirements under the British Columbia Business Corporations Act. Pursuant to the BCBCA, directors and officers are required to act honestly and in good faith with a view to the best interests of the company. Under the BCBCA, subject to certain limited exceptions, a director who holds a disclosable interest in a material contract or transaction is not entitled to vote on any director’s resolution approving such contract or transaction. A director or senior officer, with certain exceptions, has a disclosable interest in a contract or transaction if: (a) the contract or transaction is material to the company; (b) the company has entered, or proposes to enter, into the contract or transaction; (c) either of the following applies to the director or senior officer: (i) the director or senior officer has a material interest in the contract or transaction; (ii) the director or senior officer is a director or senior officer of, or has a material interest in, a person who has a material interest in the contract or transaction. The tables and narratives provided above in connection with Proposal 3 contain the most current and accurate information available to the Company relating to the compensation of the Company’s Named Executive Officers and directors and control over any prior compensation-related disclosures.