Dawn Svoronos
Xenon PharmaceuticalsAbout Dawn Svoronos
Independent Chair of Xenon’s Board since June 2024 (Lead Independent Director June 2021–June 2024); director since September 2016. Age 71; B.A. in English and French Literature from Carleton University. Former President, Europe & Canada, Merck & Co., with prior VP roles in Asia Pacific and Global Marketing (arthritis, analgesics, osteoporosis); retired from Merck in 2011 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co., Inc. | President, Europe & Canada; VP Asia Pacific; VP Global Marketing (Arthritis/Analgesics/Osteoporosis) | 23-year career; retired 2011 | Senior commercial leadership and global marketing execution |
| PTC Therapeutics, Global Blood Therapeutics, Endocyte, Medivation | Director (prior public boards) | Various prior years (not currently) | Board oversight; industry network; Medivation sold to Pfizer in 2016 |
External Roles
| Company | Role | Tenure/Status | Notes |
|---|---|---|---|
| Acelyrin, Inc. | Director | Current | Public biopharma board service |
| Adverum Biotechnologies, Inc. | Director | Current | Public biopharma; interlock with Xenon director Patrick Machado (also Adverum director/chair) |
| Theratechnologies Inc. | Director | Current | Public biopharma board service |
Board Governance
- Independence: Determined independent under Nasdaq and Canadian securities laws; only Xenon’s CEO is non-independent .
- Roles: Chair of the Board since June 2024; Chair of the Nominating & Corporate Governance Committee; member of that committee alongside Cannon and Garofalo .
- Attendance: Board met 6 times in 2024; each incumbent director attended all Board meetings; committee meetings held Audit (4), Compensation (3), Nominating (2). No attendance issues reported for Svoronos (exceptions noted only for Machado and Patou) .
- Independent sessions: Independent directors met six times without management in 2024 .
Fixed Compensation
| Item | Amount | Period/Detail | Source |
|---|---|---|---|
| Fees earned (cash) | $90,596 | 2024 director cash fees (includes Chair retainer and committee fees; CAD-to-USD conversion applied) | |
| Non-executive Chair cash retainer | $80,000 | 2024 policy (effective June 4, 2024) | |
| Non-executive Chair cash retainer | $85,000 | 2025 policy (effective June 4, 2025) | |
| Nominating & Corporate Gov Committee Chair retainer | $10,000 | 2024 and 2025 policy | |
| Nominating & Corporate Gov Committee member retainer | $5,000 | 2024 and 2025 policy |
Performance Compensation
| Award Type | Grant Date | Quantity | Vesting | Fair Value/Notes | Source |
|---|---|---|---|---|---|
| Stock option (annual director grant) | June 5, 2024 | 15,542 shares (per director) | Fully vests on earlier of 1-year from annual meeting or day before next annual meeting | Part of director equity awards; exercise price = FMV at grant | |
| RSUs (annual director grant eligibility added) | June 5, 2025 | Not disclosed in proxy | 100% vest on earlier of June 4, 2026 or the day immediately preceding the following year’s annual meeting | Director program allows options and/or RSUs (aggregate grant date FV $440,000 annually) | |
| Option awards (accounting value) | 2024 | $414,333 | N/A (accounting grant-date fair value) | Reported in 2024 director compensation table |
Notes:
- Director equity awards are granted under the Amended and Restated 2014 Plan: upon change of control with termination (other than voluntary resignation), all options/RSUs vest fully; performance awards deemed achieved at 100% of target. If awards are not assumed in a merger/change of control, they fully vest prior to transaction close .
- 2025 policy permits annual equity grants as options and/or RSUs totaling $440,000 grant-date fair value; new director initial equity remains at $660,000 grant-date fair value .
Other Directorships & Interlocks
| External Company | Interlock/Overlap | Potential Implications |
|---|---|---|
| Adverum Biotechnologies, Inc. | Shared board with Xenon director Patrick Machado (also chair at Adverum) | Network ties may facilitate information flow; monitor for any supplier/customer/competitor relationships to Xenon (none disclosed) |
Expertise & Qualifications
- Deep global pharma commercialization and regional leadership (Merck Europe/Canada; Asia Pacific; Global Marketing) .
- Board leadership at multiple biopharmas; governance focus as Chair of Xenon’s Board and Chair of Nominating & Corporate Governance Committee .
- Academic: B.A., Carleton University .
Equity Ownership
| Metric | Amount | As-of | Notes |
|---|---|---|---|
| Total beneficial ownership (Common Shares) | 135,661 | Record Date: Apr 7, 2025 | Includes shares plus options exercisable within 60 days |
| Shares owned directly | 25,000 | Record Date | Direct holdings |
| Options exercisable within 60 days | 110,661 | Record Date | Included in beneficial ownership; separate from unexercisable awards |
| Ownership % of outstanding | <1% | Record Date | Based on 76,593,603 shares outstanding |
| Hedging/Pledging | Prohibited by policy | Policy level | Insider Trading Policy prohibits hedging; restricts pledging (margin accounts or collateral) |
Insider Trades (Form 4 summary)
| Date Filed | Transaction Date | Security | Quantity | Terms/Vesting | Source |
|---|---|---|---|---|---|
| Jun 6, 2025 | Jun 5, 2025 | RSUs | Not specified in summary | Vest 100% on earlier of Jun 4, 2026 or day before next annual meeting | |
| Jun 5, 2024 | Jun 5, 2024 | Stock options | 15,542 | Annual director grant; vest per policy (earlier of 1-year or day before next AGM) |
Governance Assessment
- Strengths: Independent Chair with seasoned commercial pharma background; 100% 2024 meeting attendance; chairs Nominating & Corporate Governance; independent committees; regular executive sessions. Director pay structure is market-benchmarked using Aon; say-on-pay support in 2024 was ~97%, indicating broad investor alignment with compensation philosophy .
- Alignment: Director compensation balanced between cash retainer and meaningful equity; adoption of RSUs in 2025 continues equity-based alignment. Beneficial ownership includes both shares and vested options; hedging and pledging restricted by policy .
- Change-of-control terms: Director awards accelerate upon termination on/after a change of control or if awards are not assumed; standard in biotech peers but monitor for potential shareholder concerns over acceleration without performance linkage .
- RED FLAGS: None disclosed regarding penalties, sanctions, bankruptcies, or related-party transactions; attendance solid; no pledging reported. Note external interlock at Adverum with fellow Xenon director Machado—monitor for any transactional overlaps or conflicts (none disclosed; related-party transactions are overseen by Audit Committee) .
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