Gillian Cannon
Xenon PharmaceuticalsAbout Gillian Cannon
Independent director at Xenon Pharmaceuticals Inc. (XENE), age 61, serving since August 2023. Cannon has 30+ years in pharma with leadership roles at Merck (Global VP Commercial Operations, neuroscience franchise), UCB (President, U.S. Operations 2015–2017), and Roivant (Head of Commercial Innovation; Alyvant COO, through March 2024). Education: B.Sc. Biochemistry (University of Edinburgh) and Ph.D. Health Administration (Temple University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co., Inc. | Global VP Commercial Operations (Merck BioVentures); Business Unit Head, specialty products; Global Commercial Head, neuroscience | >25 years | Commercialization, portfolio leadership in neuroscience |
| UCB Inc. | President, U.S. Operations | 2015–2017 | Led U.S. operations |
| Roivant Sciences | Head of Commercial Innovation; Alyvant COO | To March 2024 | Commercial innovation, operating leadership |
External Roles
| Organization | Role | Status |
|---|---|---|
| Corcept Therapeutics Incorporated | Director (public company) | Current |
| Affibody AB | Director | Current |
| Edinburgh Innovations (University of Edinburgh) | Board member | Current |
| Our Future Health Trading Board | Board member | Current |
| CoSyne Therapeutics | Director | Current |
| Drexel University | Lecturer, Drug Discovery Master’s program | Current |
Board Governance
- Independence: Board determined Cannon is independent under Nasdaq and Canadian securities laws .
- Committee assignments: Nominating & Corporate Governance Committee member; Chair is Dawn Svoronos .
- Attendance: Board held 6 meetings in 2024; each incumbent director attended all Board meetings. Committee meetings: Audit (4), Compensation (3), Nominating & Corporate Governance (2); each incumbent director attended all committee meetings on which they served, except Machado missed one Audit and Patou missed one Compensation—no exceptions noted for Cannon .
- Years on XENE board: Director since August 2023 .
- Executive sessions: Independent directors met six times without management in 2024 .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Board cash retainer (policy, effective June 4, 2024) | $45,000 | Non-management directors |
| Committee member retainer (Nominating & Corporate Governance) | $5,000 | Member; Chair $10,000 |
| Fees earned by Cannon (actual 2024) | $47,899 | Cash fees paid/accrued |
Performance Compensation
- Annual director equity policy: Aggregate grant-date fair value $440,000 per year; mix may be options and/or RSUs (effective June 4, 2025). Initial new director grant fair value $660,000 (post-2024 amendment). Annual grants typically made after AGM; option exercise price set at fair market value on grant date; annual option grants vest fully by the earlier of one year after the AGM or the day before the next AGM; initial option grants vest one-third annually over three years .
- Change-of-control: If service terminates on or following a change of control (other than voluntary resignation), options and SARs vest fully; RSU restrictions lapse; performance shares deemed achieved at 100% of target; similar acceleration if awards are not assumed/substituted in a transaction .
Director Equity Grants (history)
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Options granted (shares) | 28,000 | 15,542 | 17,012 |
| Option strike price ($/sh) | $38.39 | $38.16 | $30.73 |
| RSUs granted (shares) | — | — | 2,645 |
| Annual equity grant fair value (policy) | N/A | $440,000 (options) | $440,000 (options/RSUs mix) |
| 2024 option award fair value (actual) | — | $414,333 | — |
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Commentary |
|---|---|---|
| Corcept Therapeutics Incorporated | Public | No disclosed related-party transactions with XENE; standard independence affirmed at XENE . |
| Affibody AB; Our Future Health Trading Board; Edinburgh Innovations; CoSyne Therapeutics | Private/academic | External roles broaden network; no related-party exposures disclosed in proxy . |
Expertise & Qualifications
- Scientific and commercial expertise in neuroscience; senior commercialization roles at Merck, UCB, Roivant .
- Degrees: B.Sc. Biochemistry (University of Edinburgh); Ph.D. Health Administration (Temple University) .
- Lecturer in drug discovery (Drexel University) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Record Date: Apr 7, 2025) | 24,875 shares issuable upon exercise of options exercisable within 60 days; no common shares directly held . |
| Options outstanding (as of Dec 31, 2024) | 43,542 options outstanding . |
| Ownership % of outstanding | ~0.03% (24,875 ÷ 76,593,603 outstanding) . |
| Shares pledged | Company policy prohibits pledging and hedging by directors . |
Insider Trades (Form 4)
| Transaction Date | Type | Securities | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2023-08-10 | Option award | 28,000 options | $38.39 | 28,000 | |
| 2024-06-05 | Option award | 15,542 options | $38.16 | 15,542 | |
| 2025-06-05 | Option award | 17,012 options | $30.73 | 17,012 | |
| 2025-06-05 | RSU award | 2,645 RSUs | $0 | 2,645 | |
| 2023-08-08 | Initial Form 3 | No securities beneficially owned | — | — |
Governance Assessment
- Independence and attendance: Cannon is independent, with full attendance at Board and committee meetings on which she serves in 2024—positive for board effectiveness and engagement .
- Committee focus: Nominating & Corporate Governance membership aligns with her experience in governance oversight, diversity, and ESG strategy .
- Director pay mix: Cash retainer of $45,000 (2024 policy) and significant equity awards ($414,333 option fair value in 2024; annual policy $440,000)—equity-heavy mix aligns director incentives with shareholder value; annual grants vest within one year, enhancing alignment while avoiding multi-year lock-in .
- Change-of-control terms: Director awards accelerate on change-of-control or if not assumed—common market practice but can be viewed as shareholder-unfriendly if too generous; here acceleration is standard for outside directors .
- Ownership alignment: Beneficial ownership consists of exercisable options, no direct shareholdings as of Record Date; policy prohibits hedging/pledging, reducing misalignment risk . Ownership level is modest relative to outstanding shares (~0.03%), typical for newer directors .
- Legal/sanctions: No penalties, sanctions, bankruptcies, or orders disclosed for nominees in last 10 years—no evident legal red flags .
- Compensation governance: Independent consultant (Aon); say-on-pay support ~97% in 2024, indicating strong investor confidence in compensation frameworks (for NEOs) .
Board Governance Details
- Board composition and independence: 7 of 8 directors independent; independent-only sessions held regularly .
- Committee charters and risk oversight: Audit (financial reporting, cybersecurity), Compensation (pay and equity plans), Nominating & Corporate Governance (independence, conflicts, ESG) .
- Related-party oversight: Audit Committee reviews related-party transactions; N&CG reviews conflicts for officers and directors—no Cannon-specific related-party disclosures noted .
RED FLAGS: None disclosed specific to Cannon. Watch for potential time-commitment strain given multiple external boards; monitor for any emerging related-party transactions given broad external roles .