Tevi Troy
XBiotechAbout Tevi D. Troy
Tevi D. Troy (age 58) is a nominee for director at XBiotech Inc., slated for election at the August 29, 2025 annual meeting; the Board has determined he is independent under NASDAQ rules . He is a Senior Fellow at the Ronald Reagan Institute and Senior Scholar at the Straus Center at Yeshiva University, and formerly served as U.S. Deputy Secretary of Health and Human Services and as a senior White House domestic policy aide; he holds a B.S. from Cornell and an M.A./Ph.D. in American Civilization from the University of Texas at Austin .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Health and Human Services | Deputy Secretary (COO of a $716B department with 67,000+ employees) | Not disclosed | Senior operating leadership of HHS |
| The White House | Deputy Assistant and Acting Assistant to the President for Domestic Policy | Not disclosed | Senior domestic policy roles |
| U.S. Senate | Policy Director for Senator John Ashcroft | Not disclosed | Legislative policy leadership |
| U.S. House of Representatives | Senior Domestic Policy Adviser and later Domestic Policy Director, House Policy Committee | Not disclosed | House GOP policy leadership |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Ronald Reagan Institute | Senior Fellow | Public policy research/engagement |
| Straus Center (Yeshiva University) | Senior Scholar | Academic/public policy scholarship |
| Media and Publications | Author and commentator | 400+ articles in major outlets; frequent TV/radio analyst |
Board Governance
- Status: Director nominee for 2025; not a sitting director during 2024, so no 2024 attendance record applies to him .
- Independence: Board determined Dr. Tevi Troy is independent under NASDAQ standards .
- Committee assignments: As of the proxy filing, current committee memberships exclude Dr. Troy; Audit (Waldin—Chair, Libby, Rademaker), Compensation (Waldin—Chair, Kündig, Libby), Nominating & Corporate Governance (Waldin—Chair, Libby) .
- Board leadership: Combined Chair/CEO (John Simard) with a Lead Independent Director (Jan‑Paul Waldin) .
- Attendance baseline: The Board met four times in 2024; all directors who served in 2024 attended all Board and committee meetings (does not include Dr. Troy, who was not on the Board in 2024) .
- Policies supporting governance:
- Code of Ethics for directors, officers, employees .
- Hedging/pledging prohibited for directors and executive officers .
- Related‑party transactions overseen by Audit Committee; no related‑party transactions in last two fiscal years other than a CEO loan repaid in full on Jan 31, 2025 .
Fixed Compensation
Director compensation structure (policy and recent practice):
| Component | Amount/Policy | Source |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $40,000 | Policy adopted April 2020 |
| Audit Committee fee | Member $10,000; Chair $20,000 | Policy adopted April 2020 |
| Compensation Committee fee | Member $7,500; Chair $15,000 | Policy adopted April 2020 |
| Nominating & Corporate Governance Committee fee | Member $5,000; Chair $10,000 | Policy adopted April 2020 |
| Non‑employee director total cap (cash + equity) | $750,000 per fiscal year | 2025 Equity Plan |
2024 director compensation (benchmark for peers; Dr. Troy was not on the Board in 2024):
| Director | Fees Earned (Cash) ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| 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 |
Performance Compensation
Equity and plan features governing director incentives:
| Metric/Term | Detail | Source |
|---|---|---|
| Annual equity grant (historical practice) | Options; e.g., 37,500 options in 2024 to each non‑employee director; vest 50% at 6 months, 50% at 12 months; 10‑year term | |
| Exercise price | Closing market price on grant date | |
| No repricing | Explicitly prohibited without shareholder approval | |
| Dividends on unvested awards | Not payable prior to vesting/settlement | |
| Clawback | Subject to company clawback policy and applicable law | |
| Non‑employee director total cap | $750,000 per fiscal year (cash + grant‑date fair value) |
No performance‑metric‑based director equity (e.g., TSR/EBITDA targets) is disclosed; grants are time‑vested options at fair market value .
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| None disclosed | — | — | The proxy biography lists government/think‑tank/academic roles but no current public company directorships for Dr. Troy . |
Expertise & Qualifications
- Health policy and federal agency leadership: Former Deputy Secretary (COO) of HHS overseeing a $716B budget and 67,000+ employees .
- White House and congressional policy experience: Senior roles in domestic policy at the White House; policy leadership roles in the Senate and House .
- Academic and thought leadership: Senior Fellow/Scholar at Reagan Institute and Yeshiva University; author of 400+ articles; frequent TV/radio analyst .
- Education: B.S. (Cornell); M.A./Ph.D. (UT Austin) .
Equity Ownership
| Item | Status |
|---|---|
| Beneficial ownership as of July 7, 2025 | Not listed among directors/executive officers/5% owners in the beneficial ownership table; no Troy entry disclosed . |
| Hedging/Pledging | Prohibited for directors and executive officers under Insider Trading Policy . |
Governance Assessment
- Independence and qualifications: Dr. Troy is deemed independent and brings deep U.S. health policy and federal operations expertise, potentially strengthening regulatory and policy oversight at XBiotech .
- Board/committee integration: As a 2025 nominee with no disclosed committee assignment yet, initial committee placement will determine near‑term impact; current committees are staffed without him as of the filing .
- Alignment and incentives: Director pay mixes cash retainers with time‑vested stock options at FMV; plan features include clawbacks, no repricing, no dividends before vesting, and a $750k annual cap for non‑employee directors—structures supportive of shareholder alignment though not explicitly performance‑metric based .
- Conflicts/related parties: No related‑party transactions involving Dr. Troy are disclosed; the Company reports no related‑party transactions in the last two years other than a CEO loan repaid in full on Jan 31, 2025 (not implicating directors) .
- Attendance culture: 2024 attendance was 100% for then‑serving directors, indicating a baseline of board engagement; Troy’s attendance will be observable post‑election .
RED FLAGS: None disclosed specific to Dr. Troy (no related‑party transactions, no pledging, and independence affirmed). Monitoring items include future committee assignments, equity ownership development post‑election, and director engagement once seated .