Elizabeth Garofalo
Xenon PharmaceuticalsAbout Elizabeth Garofalo
Elizabeth Garofalo, age 67, has served as an independent director of Xenon Pharmaceuticals since June 2021. She is a physician (M.D., Indiana University School of Medicine) with fellowships in pediatric neurology and epilepsy at the University of Michigan Medical School, and brings deep drug development leadership experience (Novartis Senior Vice President & Global Head of Clinical Development; Astellas Head of Neuroscience; Pfizer Ann Arbor site head roles), with a focus on neurology/epilepsy and risk mitigation oversight. She is the principal of EAG Pharma Consulting LLC since 2016 and is deemed independent under Nasdaq and Canadian rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novartis | Senior Vice President & Global Head of Clinical Development; Member, Global Development Leadership Team; Chair, Portfolio Stewardship Board; Co-Head, Neuroscience Franchise | Not disclosed | Led global clinical development; portfolio stewardship; neuroscience leadership; risk mitigation oversight |
| Astellas | Head of Neuroscience Therapy Area | Not disclosed | Therapy area leadership in neuroscience |
| Pfizer (Ann Arbor) | Site Head, Worldwide Regulatory Affairs; Site Head, Neuroscience | Not disclosed | Regulatory leadership and neuroscience site leadership |
| EAG Pharma Consulting LLC | Principal | Since 2016 | Strategic consulting in drug development |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Acadia Pharmaceuticals Inc. | Director | Since Sept 2020 | Became member of compensation committee in Dec 2024 |
| Alector, Inc. | Director | Since Sept 2021 | Chair of compensation committee; previously member of audit committee |
| Exicure Inc. | Director; Chair of Board | Joined Mar 2021; Chair Feb 2022; Resigned Feb 2023 | Audit and compensation committee member during tenure |
| Institute for Advanced Clinical Trials for Children (I-ACT) | Director; Chair of Board | Not disclosed | Non-profit board leadership |
| Epilepsy Foundation of America | Chair, Business Advisory Board | For several years | Advocacy and advisory leadership |
Board Governance
- Xenon committee assignments: Member, Nominating and Corporate Governance Committee; Chair is Dawn Svoronos; all members are independent .
- Independence: The Board determined Dr. Garofalo is independent; seven of eight directors are independent (CEO excluded) .
- Attendance and engagement: Board held six meetings in 2024; each incumbent director attended all Board meetings; committee meetings were Audit (4), Compensation (3), Nominating & Corporate Governance (2), with all incumbent directors attending the committees on which they served (exceptions: Machado missed one Audit; Patou missed one Compensation; no exceptions noted for Garofalo) .
- Executive sessions: Independent directors met six times without management in 2024 .
- Conflict oversight: Nominating & Corporate Governance reviews actual/potential conflicts; Audit Committee reviews and approves related person transactions under Item 404; Code of Conduct covers conflicts and is overseen by the Chief Legal Officer .
Fixed Compensation
| Item | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Xenon) | $50,057 | 2024 director fees; converted using Bank of Canada average rate for relevant period |
| Board cash retainer policy (effective June 4, 2024) | $45,000 (director); $80,000 (non-exec Chair) | Shifted to USD; excludes Lead Independent Director role post-2024 change |
| Board cash retainer policy (effective June 4, 2025) | $50,000 (director); $85,000 (non-exec Chair) | Approved in 2025 Policy Amendment; committee retainers unchanged from 2024 |
| Committee Chair Retainers (2024/2025) | Audit $20,000; Compensation $15,000; Nominating & Governance $10,000 | Applies to Chairs; no change in 2025 |
| Committee Member Retainers (2024/2025) | Audit $10,000; Compensation $7,500; Nominating & Governance $5,000 | Applies to members; no change in 2025 |
Performance Compensation
| Equity Component | Grant Details | Vesting | Fair Value |
|---|---|---|---|
| Annual director option grant (June 5, 2024) | 15,542 options to each non-management director | Annual grants vest fully on the earlier of 1-year anniversary of meeting or day before next annual meeting; exercise price at FMV on grant date | |
| Option awards (Xenon reported 2024) | N/A (number as above) | See vesting above | $414,333 aggregate grant-date fair value for 2024 option awards to Dr. Garofalo; ASC 718, Black-Scholes |
| Performance Metrics Tied to Director Compensation | Disclosure |
|---|---|
| None disclosed for directors; awards are time-based (options, and from 2025 RSUs may be used) | Annual director equity vests by time; no performance metrics disclosed; FMV exercise pricing; RSUs introduced in 2025 for directors at $440,000 grant-date value policy |
- Change-of-control provisions: If an outside director’s service is terminated on or following a change of control (other than voluntary resignation), all options and SARs vest and become immediately exercisable; restrictions on RSUs lapse; performance awards deemed achieved at 100% of target; if awards are not assumed/substituted in a transaction, all outstanding awards fully vest before termination .
Other Directorships & Interlocks
| Public Company Boards | Role | Committee Positions |
|---|---|---|
| Acadia Pharmaceuticals Inc. | Director | Compensation committee member (since Dec 2024) |
| Alector, Inc. | Director | Chair, Compensation; prior audit committee member |
- Xenon Compensation Committee interlocks: During 2024, Xenon’s Compensation Committee comprised independent non-employees; no executive officers served on boards/compensation committees of entities with interlocks to Xenon within the last three fiscal years .
- Serving on other boards (Xenon disclosure summary): Dr. Garofalo sits on Acadia and Alector; other Xenon directors’ external boards disclosed separately .
Expertise & Qualifications
- Medical and neuroscience credentials: M.D.; pediatric neurology and epilepsy fellowships; extensive neuroscience franchise leadership and clinical development oversight .
- Strategic and risk oversight: Portfolio stewardship, lifecycle management, and risk mitigation oversight experience cited by Xenon’s Board as qualifications .
- Committee experience: Compensation committee leadership at Alector and membership at Acadia enhances governance and pay-for-performance oversight skills .
Equity Ownership
| Holder | Beneficial Ownership (as of Apr 7, 2025 Record Date) | % of Outstanding | Composition |
|---|---|---|---|
| Elizabeth Garofalo | 68,517 | <1% | Consists of 68,517 Common Shares issuable upon exercise of options exercisable within 60 days; no directly held Common Shares disclosed in nominee table |
| Shares Outstanding (Xenon) | 76,593,603 | N/A | Common Shares outstanding at Record Date |
| Outstanding Options (as of Dec 31, 2024) | 68,517 | N/A | Outstanding options to purchase Common Shares reported at year-end |
- Hedging/pledging: Insider Trading Policy prohibits hedging transactions and certain pledging (margin accounts or pledging as loan collateral) by directors and executives .
- Director ownership guidelines: Board encourages ownership of shares; Compensation Committee reviews director compensation annually; no formal director ownership guideline disclosed .
Governance Assessment
- Board effectiveness and independence: Dr. Garofalo is an independent director, actively engaged via the Nominating & Corporate Governance Committee; the Board and all incumbent directors maintained full attendance in 2024, indicating strong engagement .
- Alignment and incentives: Director compensation is heavily equity-weighted (2024: $50,057 cash vs $414,333 option fair value), supporting long-term alignment; however, her beneficial stake derives from options rather than directly held shares, which may modestly temper “skin-in-the-game” optics .
- External commitments: Multiple public and non-profit boards (Acadia, Alector, I-ACT) expand sector insights, especially in neurology; Xenon disclosures show full attendance in 2024, mitigating time-commitment concerns .
- Conflicts and related-party risk: No penalties/sanctions disclosed for nominees; related-person transactions are subject to Audit Committee oversight; Garofalo’s consulting (EAG Pharma Consulting) is disclosed without any related-party transaction identified in the proxy .
- Pay practices and governance signals: Use of an independent compensation consultant (Aon) for director policy and market benchmarking, structured retainers, and clear change-of-control treatment suggest mature governance processes; broader shareholder say-on-pay support for executives (97% approval in 2024) indicates constructive investor sentiment toward compensation governance .