David Soffer
XBiotechAbout David Soffer
David Soffer (age 60) is an independent director nominee elected to the XBiotech (XBIT) board at the August 29, 2025 annual meeting. He holds a B.Sc. in Biochemistry and a Doctor of Dental Medicine (DMD) from the University of Saskatchewan (1996), conducted autoimmune research at the Weizmann Institute (published in European Journal of Immunology), founded a hospital dentistry program for pediatric patients under general anesthesia, and continues practicing dentistry serving rural communities; he also describes himself as an active stock market trader advocating for retail investor perspectives in biotech. The board has affirmatively determined Mr. Soffer is independent under NASDAQ standards; he was elected with 12,302,090 votes “For” and 563,042 “Abstain.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Weizmann Institute (Rehovot, Israel) | Researcher in autoimmune disorders; published in European Journal of Immunology | Not disclosed | Research on factors outside MHC influencing autoimmune encephalomyelitis susceptibility |
| Rural Canada dental clinics | Owner/Operator; practicing dentist | ~1996 onward (graduated 1996; specific years not disclosed) | Founded hospital dentistry program for pediatric general anesthesia; expanded access in underserved areas |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | None disclosed in XBiotech’s 2025 proxy biography | — | No other public company directorships disclosed for Mr. Soffer |
Board Governance
- Independence: The board determined Mr. Soffer is independent under NASDAQ listing standards; no material/disqualifying relationships identified.
- Election and tenure: Elected August 29, 2025; new director for the 2025–2026 term.
- Committee assignments: Not specified for Mr. Soffer in the 2025 proxy or subsequent 8-Ks; current committee compositions (post-June 24, 2025) list Audit (Waldin, Libby, Rademaker) and Compensation (Waldin, Libby, Kündig); Nominating & Corporate Governance (Waldin, Chair; Libby).
- Board leadership/structure: CEO John Simard serves as Chair; Jan‑Paul Waldin is Lead Independent Director and chairs Audit, Compensation, and Nominating & Corporate Governance committees.
- Attendance: Company states all directors at the time attended the 2024 AGM; attendance data for Mr. Soffer (who joined in 2025) is not provided.
Fixed Compensation
Non-employee director compensation framework (FY2024 actuals for incumbents; Mr. Soffer joined in 2025 and is not included below):
| Director (FY2024) | Cash Fees ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| W. Thorpe McKenzie | 90,915 | 130,595 | — | 221,510 |
| Jan‑Paul Waldin | 97,185 | 130,595 | — | 227,780 |
| Peter Libby | 62,700 | 130,595 | — | 193,295 |
| Donald H. MacAdam | 87,780 | 130,595 | — | 218,375 |
- 2024 director equity mechanics: Each non-employee director grant was 37,500 stock options at the closing market price; vest in two equal tranches at 6 months and 12 months; 10-year term.
Performance Compensation
Plan features and performance-alignment terms affecting director equity awards:
| Feature | Term |
|---|---|
| Clawback | All awards subject to the Company’s Clawback Policy and any exchange/legally required clawbacks. |
| Non-employee director annual cap | Aggregate value of equity (grant-date fair value) plus cash fees capped at $750,000 per director per fiscal year. |
| No repricing | Repricing of equity awards prohibited without prior shareholder approval. |
| Dividends | No dividends paid or payable prior to vesting/settlement of restricted stock/RSUs. |
| Change in control | If awards are not assumed/substituted, time-based awards may fully vest; performance awards deemed achieved at 100% of target; Board may also terminate/settle/replace awards. |
| Options general terms | Exercise price ≥ fair market value on grant date; 10-year max term; award documented via Board-approved agreement. |
Other Directorships & Interlocks
| Company | Role | Committee roles | Notes |
|---|---|---|---|
| — | None disclosed | — | No interlocks or other public company boards disclosed for Mr. Soffer in 2025 proxy materials. |
Expertise & Qualifications
- Scientific/clinical: Biochemistry (B.Sc.) and dentistry (DMD); immunology research background; practical clinical and program-building experience in hospital dentistry and pediatric care.
- Stakeholder perspective: Describes himself as an active market participant seeking to elevate retail investor concerns in biotech governance discourse.
- Board fit: Independent status and healthcare background augment clinical/science literacy on the board.
Equity Ownership
| Item | Status |
|---|---|
| Beneficial ownership | Not listed in the July 7, 2025 beneficial ownership table (table covers directors, NEOs, >5% holders as of July 7, 2025). |
| Ownership % | Not disclosed for Mr. Soffer as he is not included in the table; table denominator 30,487,731 shares outstanding as of July 7, 2025. |
| Pledged/hedged shares | No pledging/hedging disclosures for Mr. Soffer; not listed in the ownership table. |
Governance Assessment
- Positives: Independent director with clinical/science background; shareholder-approved 2025 Equity Incentive Plan includes robust guardrails (clawback, no repricing, director pay cap), supporting investor-aligned governance.
- Watch items:
- Concentration of power: CEO also serves as Chair; Lead Independent Director chairs all three key committees—monitor committee independence dynamics as Mr. Soffer onboards.
- Committee role/engagement: No committee assignment disclosed yet for Mr. Soffer—monitor subsequent filings for committee placement and attendance data.
- Ownership alignment: No beneficial ownership disclosed for Mr. Soffer as of the proxy’s measurement date—watch for initial equity grants and Form 4s to assess skin-in-the-game.
- Shareholder sentiment context: 2025 Say‑on‑Pay and the 2025 Equity Incentive Plan were both approved (For/Against/Abstain tallies provided), suggesting acceptable pay governance backdrop as Mr. Soffer joins.
Director Compensation (Structure Reference)
- Directors are compensated via cash fees plus annual equity grants (historically options with 6- and 12-month vesting); employees (e.g., CEO/Chair) receive no additional board compensation.
- The 2025 Equity Incentive Plan governs future grants, including clawback, no repricing, dividend restrictions pre-vesting, CIC treatment, and a $750k annual director cap.
Compensation Committee Analysis
- Composition/leadership: Lead Director Jan‑Paul Waldin chairs Compensation; other members include Dr. Peter Libby and Dr. Thomas Kündig as of June 24, 2025; all are independent under NASDAQ rules.
- Consultant usage: The committee did not retain a compensation consultant in 2024 due to company size/cost considerations.
Say‑on‑Pay & Shareholder Feedback
| Proposal (2025 AGM) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Say‑on‑Pay (Advisory) | 11,336,500 | 1,460,498 | 68,134 | 2,824,207 |
| Approve 2025 Equity Incentive Plan | 11,952,280 | 904,108 | 8,744 | 2,824,207 |
Related Party Transactions (Conflicts Check)
- Policy: Audit Committee reviews/approves related party transactions per Item 404 and Nasdaq rules.
- Disclosures: No related party transactions in the last two completed fiscal years involving directors/executives/5% holders, other than previously disclosed CEO convertible loan for facility construction; no Soffer-related transactions disclosed.
RED FLAGS
- Combined CEO/Chair; lead director chairs all key committees—monitor independent oversight as the board evolves.
- No disclosed beneficial ownership or committee assignment yet for Mr. Soffer—monitor alignment and engagement through upcoming filings.