John Simard
XBiotechAbout John Simard
John Simard, age 63, is the Founder, President, Chief Executive Officer, and Chairman of XBiotech Inc.; he founded the company in 2005 and has served continuously since then . He holds a Biochemistry degree from the University of Saskatchewan and pursued graduate studies in Medical Biophysics/Immunology at the University of Toronto; he has over 240 issued and pending patents and numerous peer‑reviewed publications, including the textbook “Immune Response Genes” . Under his tenure, XBiotech’s compensation “pay versus performance” disclosures indicate cumulative TSR deteriorated in 2024 versus 2023 and net losses widened amid increased R&D and trial spending .
Pay vs Performance Metrics (company-level context)
| Year | Value of Initial Fixed $100 Investment (TSR) | Net Income (Loss) ($mm) |
|---|---|---|
| 2022 | (68.64) | (32.90) |
| 2023 | 13.96 | (24.56) |
| 2024 | 2.25 | (38.53) |
The company notes compensation decisions emphasize pipeline value creation rather than near-term net income/TSR, and compensation increased in 2024 despite weaker TSR as spending ramped on clinical programs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CTL ImmunoTherapies Corp. | Founder & CEO | Not disclosed | Developed therapeutic vaccines for cancer and chronic infectious disease |
| AlleCure Corp. | Founder | Not disclosed | Developed allergy treatments and immune modulating therapies |
| MannKind Corp. | Corporate Vice President; Board Member | 2001 | Combined CTL/AlleCure into MannKind; contributed to biopharma platform build |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| MannKind Corp. | Board Member (historical) | 2001 | Served as corporate VP and a board member following CTL/AlleCure merger |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary (paid) | $1,065,440 | $1,205,083 | Summary Compensation Table amounts |
| Current Annual Base Salary (per employment agreement) | $960,000 | $1,250,000 | Updated by Compensation Committee; indefinite-term agreement |
| Target Annual Bonus % | Up to 35% of base salary | Up to 35% of base salary | Set by Board/Compensation Committee |
| Actual Bonus Paid (cash) | $4,480,000 (paid Q2’23) | $5,030,000 (paid Q2’24) | Discretionary performance bonus |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Cash Bonus | Discretionary; metrics not specified in proxy | Not disclosed | Up to 35% of base salary | $4,480,000 in 2023; $5,030,000 in 2024 | Cash; paid in Q2 following fiscal year |
| Long‑Term Equity | Stock options historically; no CEO option grants disclosed in 2023–2024 SCT | Not applicable | Not applicable | No CEO option award values in 2023–2024 SCT | Standard 10‑year terms under equity plans |
Compensation Committee states it did not use a third-party consultant in 2024 due to company size; CEO pay is set solely by the Compensation Committee, which may award discretionary bonuses in addition to incentive cash permitted under the employment agreement .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 5,719,775 shares; 17.7% of outstanding (30,487,731 shares as of July 7, 2025) |
| Options Outstanding (CEO) | Exercisable options as of 12/31/2024: 48,125 @ $9.45 (exp. 3/30/2026); 61,516 @ $4.24 (exp. 6/19/2027); 110,740 @ $4.44 (exp. 6/18/2028); 150,000 @ $7.45 (exp. 6/26/2029); 500,000 @ $11.12 (exp. 12/5/2029) |
| Vested vs Unvested | CEO options shown are fully vested per footnotes; no unexercisable CEO options disclosed at FY-end 2024 |
| In-the-money Status | NASDAQ closing price was $2.80 on June 27, 2025 vs exercise prices ($4.24–$11.12), implying zero intrinsic value at that date |
| Hedging/Pledging | Directors and executive officers are prohibited from hedging and pledging; may not hold Company securities in margin accounts |
Employment Terms
| Term | Provision |
|---|---|
| Agreement Date & Term | Employment and change of control agreement dated March 22, 2005; indefinite term |
| Base Salary (current) | $1,250,000 per year (2025 proxy); prior disclosure $960,000 (2024 proxy) |
| Target Incentive | Eligible for annual incentive cash up to 35% of base salary subject to business/personal objectives |
| Non‑Compete/Non‑Solicit | 6 months post‑termination non‑competition and non‑solicitation |
| Voluntary Resignation Notice | 3 months; company may waive with salary for notice period |
| Severance (No Cause/Good Reason within 12 months of CoC) | Lump sum equal to 12 months base salary plus arrears, vacation pay, and if awarded, performance bonus; health/medical/dental/other benefits for 1 year post‑termination |
| Equity on Termination (within 12 months post‑CoC or for Good Reason) | All unvested stock options immediately vest; vested/unvested survive per options terms |
| Clawback | Awards under the equity plan subject to clawback per Company policy and applicable law |
Board Governance (service history, committees, independence)
- Dual role: Simard is both CEO and Chairman; the Board maintains an independent Lead Director (Jan‑Paul Waldin) and states such dual service is appropriate given his founder perspective .
- Independence: Board determined the following current directors/nominees are independent under NASDAQ rules: Thomas Kündig, Jan‑Paul Waldin, Curtis Rademaker, Peter Libby, David Soffer, and Tevi Troy .
- Committee roles (2025 proxy): Lead Director Waldin chairs Audit, Compensation, and Nominating & Corporate Governance; Libby serves on Audit, Compensation, and Nominating; Kündig serves on Compensation; Rademaker serves on Audit; Mak serves on Board; Simard does not receive director fees as an employee director .
- Attendance: Board met four times in 2024; all directors attended all Board and committee meetings .
- 8‑K appointments: On June 24, 2025, Kündig and Rademaker were appointed to the Board; Kündig to Compensation Committee, Rademaker to Audit Committee .
Director Compensation (context; employee directors receive none)
| Director (2024) | Cash Fees ($) | Option Awards ($, ASC 718) | Total ($) |
|---|---|---|---|
| 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 |
| John Simard (CEO) | — | — | Employee director; no additional director compensation |
Related Party Transactions (red flags assessment)
- Convertible Loan Agreement (January 3, 2024): $10 million secured loan from Simard to XBiotech at 8% simple interest; convertible at $4.048 per share subject to ownership cap; allowed for repayment one year post‑funding .
- Repayment: Loan fully repaid on January 31, 2025; conversion rights extinguished .
- Policy: Related party transactions require Audit Committee approval; no other related transactions over disclosure threshold in last two fiscal years .
Performance & Track Record
- Founding/strategy: Built XBiotech’s pipeline around anti‑inflammatory and immunotherapy programs; extensive IP portfolio and scientific authorship supporting development direction .
- Company performance indicators: Reported net losses in 2022–2024 as R&D and clinical activities expanded; TSR declined in 2024; Compensation disclosures emphasize pipeline value creation over GAAP results/TSR alignment .
Compensation Structure Analysis
- Mix shift: CEO total compensation in 2023–2024 consisted primarily of base salary and large discretionary cash bonuses; no CEO option award values in 2023–2024 SCT, indicating reduced equity issuance to CEO in those years .
- Bonus discretion: Committee exercised discretion to award material cash bonuses despite negative net income and weaker TSR, citing pipeline value creation; targets/weights not disclosed .
- Clawback and plan governance: 2025 Equity Plan includes clawback, no evergreen, no repricing without shareholder approval, and no dividends before vesting, which are shareholder‑friendly features .
Equity Awards & Vesting (CEO detail)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 03/31/2016 | 48,125 | — | 9.45 | 03/30/2026 |
| 06/19/2017 | 61,516 | — | 4.24 | 06/19/2027 |
| 06/19/2018 | 110,740 | — | 4.44 | 06/18/2028 |
| 06/27/2019 | 150,000 | — | 7.45 | 06/26/2029 |
| 12/06/2019 | 500,000 | — | 11.12 | 12/05/2029 |
Note: The 2015 Equity Incentive Plan expired April 1, 2025; new awards require shareholder approval under the 2025 Plan .
Equity Ownership & Beneficial Holdings (detail)
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| John Simard | 5,719,775 | 17.7% |
| All directors & named executive officers (8 persons) | 10,355,262 | 30.8% |
Board Service History, Independence, Dual-Role Implications
- Governance mechanics: Independent Lead Director chairs all three committees, which mitigates concentration of power in CEO/Chair dual role; majority of Board is independent under NASDAQ standards .
- Committee composition and refresh: June 24, 2025 additions (Kündig, Rademaker) broaden expertise (clinical dermatology and capital markets) and support committee workloads .
- Attendance and oversight: Board met four times in 2024 with full attendance; Audit Committee provides financial risk oversight; Compensation Committee monitors incentives for excessive risk .
Say‑On‑Pay & Shareholder Feedback
- Say‑on‑pay proposals were on the ballot in 2024 and 2025; specific approval percentages are not disclosed in the proxies provided here .
Risks & Red Flags
- Cash-heavy pay mix and large discretionary bonuses despite negative net income and lower TSR could draw alignment scrutiny; company positions this as necessary to retain and motivate talent for pipeline value creation .
- Related party financing was fully repaid and conversion rights extinguished; ongoing related party safeguards are in place via Audit Committee policy .
- Hedging/pledging prohibitions reduce alignment risk; no excise tax gross-up provisions; change‑of‑control provides single‑trigger vesting on termination within 12 months post‑CoC .
Investment Implications
- Alignment: Simard’s sizable ownership (17.7%) suggests strong founder alignment, but recent compensation skew to cash with no CEO option awards in 2023–2024 raises pay‑for‑performance questions as TSR weakened and losses widened .
- Near‑term selling pressure: CEO option strikes ($4.24–$11.12) are above the June 27, 2025 NASDAQ close ($2.80), implying no intrinsic value and limited incentive to exercise/sell in the near term .
- Retention/CoC economics: Indefinite-term agreement with 12‑month salary severance plus potential bonus and immediate vesting on termination within 12 months post‑CoC could stabilize leadership but may facilitate exit if a transaction occurs .
- Governance mitigants: Lead independent director chairs all committees; 2025 equity plan includes clawback/no repricing/no evergreen provisions, reducing governance risk in equity administration .
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