Craig Rademaker
XBiotechAbout Craig Rademaker
Craig Rademaker, age 60, was appointed as an independent director of XBiotech Inc. on June 24, 2025. He leads capital markets activities for Hillcore Group, with 25+ years across brokerage, principal trading, equity/debt raising, and M&A advisory; he holds a B.Sc. in economics from Simon Fraser University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hillcore Group | Responsible for capital markets activities | Current (as of 2025) | Capital markets strategy leadership |
| Institutional/retail brokerage; underwriting and market making | Principal trading; managed international trade desk; led IPOs/RTOs/mergers | Prior experience (dates not disclosed) | Volatility trading, market-making for public companies |
| Canadian private equity firm | Capital markets leader | Prior experience (dates not disclosed) | Financing strategy and investor alignment |
| European trust company group | Opened Canadian office | Prior experience (dates not disclosed) | Platform expansion into Canada |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in proxy |
Board Governance
- Committee assignments: Audit Committee member; current Audit Committee composition is Jan‑Paul Waldin (Chair), Craig Rademaker, and Peter Libby .
- Independence: Board determined Rademaker to be independent under NASDAQ standards (listed as “Curtis Rademaker” in proxy) .
- Leadership structure: CEO John Simard serves as Chair; Jan‑Paul Waldin is Lead Director and chairs Audit, Compensation, and Nominating & Corporate Governance Committees .
- Attendance: The Board met four times in 2024; all directors serving in 2024 attended all Board and committee meetings. Rademaker was appointed in June 2025; 2024 attendance not applicable .
Fixed Compensation
| Component | Detail |
|---|---|
| Non‑employee director compensation approach | Cash fees plus annual equity grants; employee directors receive no separate director pay |
| Annual cap on director compensation | $750,000 total value per fiscal year (cash plus equity grant-date fair value) |
| Equity plan in effect | 2025 Equity Incentive Plan (replaces 2015 plan; 3,000,000 share reserve plus returning shares; no evergreen) |
Performance Compensation
- Equity instruments available to directors: stock options, stock appreciation rights (SARs), restricted stock, RSUs, and performance share awards; no dividends prior to vesting; clawback applies; no repricing without shareholder approval .
- Performance metrics tied to director compensation: None disclosed; director pay structured as fees and equity grants, not formulaic performance metrics .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No shared directorships, supplier/customer ties, or interlocks disclosed |
Expertise & Qualifications
- Capital markets, underwriting, principal trading, and transaction execution across IPOs, reverse takeovers, and mergers; experience aligning investor interests and “perfect capital stocks” .
- Economics degree (B.Sc., Simon Fraser University) .
- Current role at Hillcore Group spans life sciences, logistics, industrial, and energy sectors exposure .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Craig Rademaker | 170,985 | <1% | Includes 104,237 shares held by a family trust and 66,748 held by spouse |
Governance Assessment
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Positive signals:
- Independent director designation; serves on Audit Committee with affirmed independence under heightened NASDAQ standards .
- Strong capital markets expertise potentially additive to financing strategy and oversight of financial reporting via Audit Committee .
- Robust plan features: clawback, no repricing, no dividends before vesting; director compensation cap helps mitigate pay inflation risk .
- Prohibition on director hedging and pledging aligns with shareholder interests (reduces misalignment/pledging risks) .
-
Watch items / red flags:
- Concentration of leadership: CEO is Chair; Lead Director chairs all three key committees (Audit, Compensation, Nominating), which may raise workload and independence optics; continued monitoring of committee effectiveness warranted .
- Company-level related party transaction with CEO (Convertible Loan) in 2024, fully repaid in Jan 2025; while not involving Rademaker, the board’s oversight of such arrangements is relevant for Audit Committee vigilance .
-
Attendance/engagement:
- 2024 attendance was 100% for then‑serving directors; Rademaker joined in 2025. Monitor 2025–2026 attendance and participation on Audit Committee activities and meetings .
-
Related-party exposure:
- No related-party transactions involving Rademaker disclosed; Audit Committee reviews and must approve any related person transactions under charter and policy .
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Director compensation transparency:
- Structure disclosed (fees + equity), but individual 2025 director grant details for Rademaker not yet provided; ensure grants comply with $750k annual cap and plan features .
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Compliance and standards:
- Indemnification agreements in place; directors must act in good faith; disclosable interest voting restrictions under BCBCA .
Overall, Rademaker’s independence, Audit Committee role, and capital markets background are constructive for board effectiveness; key governance monitoring areas include committee leadership concentration and continued oversight of any financing arrangements to avoid conflicts and maintain investor confidence .