Gary Patou
Xenon PharmaceuticalsAbout Gary Patou
Dr. Gary Patou, age 66, is an independent director of Xenon Pharmaceuticals and has served on the board since January 2004. He is currently Chief Medical Officer at Star Therapeutics (since August 2020) and serves as a director and Chief Medical Officer at BioIntervene Inc. (since January 2019). Previously, he was Executive Partner at MPM Capital (2005–2020), EVP & CMO at Oscient Pharmaceuticals (2004–2005), and held senior R&D leadership at SmithKline Beecham; he earned a B.Sc. from the University of London and an M.D. from University College London .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| MPM Capital | Executive Partner | 2005–2020 | Served across MPM portfolio companies; interim CMO roles including Blade Therapeutics (Oct 2018–Dec 2020) . |
| Blade Therapeutics | Interim Chief Medical Officer | Oct 2018–Dec 2020 | MPM portfolio assignment . |
| Oscient Pharmaceuticals (via GeneSoft merger) | EVP & Chief Medical Officer | Feb 2004–Apr 2005 | Post-merger integration/clinical leadership . |
| SmithKline Beecham Pharmaceuticals | SVP & Director, Project & Portfolio Management | Prior to 2004 | Managed pharma development portfolio . |
| University College & Middlesex School of Medicine | Academic appointments | Prior | Academic roles before industry leadership . |
External Roles
| Organization | Public/Private | Role | Tenure | Committees/Notes |
|---|---|---|---|---|
| Star Therapeutics | Private | Chief Medical Officer | Since Aug 2020 | Executive role . |
| BioIntervene Inc. | Private | Director; Chief Medical Officer | Since Jan 2019 | Board and executive role . |
| Other public company boards | — | None | As of Apr 24, 2025 | No current public-company directorships . |
Board Governance
- Independence: Board determined Dr. Patou is independent under Nasdaq and Canadian securities laws; only the CEO is non-independent .
- Committees: Member, Compensation Committee (members: Justin Gover, Chair; Patrick Machado; Gary Patou) . Not a member of Audit or Nominating & Governance Committees .
- Attendance (2024): Board met 6 times; each incumbent director attended all Board meetings. Compensation Committee met 3 times; Dr. Patou missed one Compensation Committee meeting. No director attended fewer than 75% of total assigned meetings; all directors attended the 2024 AGM .
- Independent sessions: Independent directors met 6 times without management in 2024 .
- Tenure on XENE Board: Director since January 2004 .
| Body | Role | 2024 Meetings | Attendance | Chair |
|---|---|---|---|---|
| Board of Directors | Director | 6 | 6/6 | Chair: Dawn Svoronos |
| Compensation Committee | Member | 3 | 2/3 (missed one) | Chair: Justin Gover |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | $56,751 | Converted to USD per policy where applicable . |
Director cash retainer policy for context:
- 2024 (effective June 4, 2024): Non-management director annual cash retainer $45,000; non-executive Chair $80,000 .
- 2025 (effective June 4, 2025): Non-management director annual cash retainer $50,000; non-executive Chair $85,000 .
- Committee retainers (2024 and 2025): Audit Chair $20,000 / member $10,000; Compensation Chair $15,000 / member $7,500; Nominating & Governance Chair $10,000 / member $5,000 .
Performance Compensation
| Grant/Policy | Detail | Value |
|---|---|---|
| 2024 annual equity grant (to each non-management director on June 5, 2024) | Stock option to purchase 15,542 common shares; annual grants vest fully on the earlier of one year after the annual meeting or the day before the next annual meeting; exercise price is fair market value on grant date . | Grant size: 15,542 options |
| 2024 Option Awards (accounting grant date fair value) | Aggregate grant date fair value recognized for 2024 director equity awards | $414,333 |
| Equity vehicle migration (policy) | From 2025, annual director equity may be options and/or RSUs with aggregate grant date fair value of $440,000 . | Policy detail |
| Change-of-control (outside directors) | If service ends on or after a change of control other than voluntary resignation, options and SARs vest fully; RSU restrictions lapse; performance awards deemed at 100% of target; similar acceleration if successor does not assume awards . | Accelerated vesting provision |
Notes on director performance metrics:
- Director equity vests time-based; no performance metrics are applied to director equity awards .
Other Directorships & Interlocks
- Current public company boards: None for Dr. Patou, as of the Circular date .
- Compensation Committee interlocks: During FY2024, Compensation Committee members (including Dr. Patou) were independent; no executive officer interlocks disclosed (no reciprocity with other companies’ boards/comp committees) .
Expertise & Qualifications
- Medical and neuroscience/portfolio leadership: Senior R&D and portfolio management at SmithKline Beecham; CMO roles at Oscient, Blade Therapeutics; CMO at Star Therapeutics; Board/CMO at BioIntervene .
- Education: B.Sc., University of London; M.D., University College London .
- Governance qualification: Independent director; member of Compensation Committee overseeing executive and director compensation policies .
- No penalties/sanctions: No orders, penalties, sanctions, or bankruptcies involving proposed nominees within past 10 years, per disclosure .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Common shares (direct and trust) | 28,475 (23,573 directly; 4,902 via Patou Family Trust) | As of the Record Date . |
| Options exercisable within 60 days | 105,517 | Included in SEC beneficial ownership presentation . |
| Total beneficial ownership (SEC rules) | 133,992; <1% of outstanding shares | Based on 76,593,603 shares outstanding as of Record Date and table indication “*” for <1% . |
| Shares pledged/hedged | None disclosed; company policy prohibits hedging and prohibits certain pledging (margin accounts or pledging as collateral) by directors . |
Governance Assessment
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Strengths
- Deep clinical development and portfolio oversight experience in neurology and broader pharma; long-standing board tenure adds historical context to oversight .
- Independence affirmed; board majority independent; independent-only sessions held six times in 2024 .
- High equity mix in director pay aligns with shareholder value creation; 2024 option award fair value ~$414k; time-based vesting reduces short-term risk incentives .
- No penalties or sanctions reported for nominees; compensation committee uses an independent consultant (Aon) for benchmarking .
-
Watch items / potential risks
- Very long tenure (since 2004) may raise perceived independence/refreshment questions for some investors despite formal independence status .
- Missed one Compensation Committee meeting in 2024 (committee met three times), though overall attendance remained above the 75% threshold .
- Director equity accelerates upon change-of-control termination (other than voluntary resignation); standard but can be viewed as entrenchment risk by some governance frameworks .
-
Conflicts and related-party exposure
- Current executive roles at private biotech companies (Star Therapeutics, BioIntervene) create potential for perceived overlap; Xenon’s Nominating & Governance Committee oversees conflicts and Audit Committee reviews related-party transactions; no specific related-party transactions involving Dr. Patou are disclosed in the Circular .
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Shareholder feedback signal
- Say-on-pay support was approximately 97% in 2024, indicating broad shareholder approval of compensation governance more generally .