Ian Mortimer
Xenon PharmaceuticalsAbout Ian Mortimer
Ian Mortimer, 49, is President, CEO, and a director of Xenon Pharmaceuticals (since June 2021). He previously served as CFO (October 2013 onward), COO (from March 2015), Corporate Secretary (June 2015–March 2021), and President (from March 2018) . He holds an MBA (Queen’s University), B.Sc. in Microbiology (University of British Columbia), and is a CPA, CMA . Xenon’s cumulative TSR rose to $299 on a $100 base by 2024 while remaining pre-commercial with $7.5 million collaboration revenue recognized in 9M’25 and a net loss of $240.6 million in 9M’25 as R&D scales toward multiple Phase 3 programs . Mortimer was also appointed interim CFO and principal financial/accounting officer effective June 30, 2025 (no compensation change) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tekmira (now Arbutus Biopharma) | EVP & CFO | 2007–2013 | Led all finance/capital markets and Tekmira’s Nasdaq listing in 2010 |
| Inex Pharmaceuticals | CFO; prior roles | 1997–2007 | Financial leadership across roles from 1997; CFO 2004–2007 |
| Xenon Pharmaceuticals | CFO; COO; Corporate Secretary; President | 2013–present | Scaled into late-stage pipeline; multiple leadership posts before CEO |
External Roles
| Organization | Role | Years |
|---|---|---|
| Perimeter Medical Imaging AI, Inc. | Director | Since July 2020 |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $594,669 | $666,018 | $714,589 |
| Current Base (2025 reference) | — | — | $785,800 (effective 2025) |
Notes: Mortimer’s semi-monthly pay is converted to CAD at BoC FX for payroll; target annual bonus remains at 70% of base .
Performance Compensation
| Component | Target/Grant | Actual/Payout | Vesting/Terms |
|---|---|---|---|
| Annual Cash Bonus (2024) | Target $500,500 (70% of base) | Paid at 85% of target = $425,425 | Based solely on corporate goals (clinical, pre-clinical, capital markets/cash runway) with partial/achieved outcomes as disclosed |
| Stock Options (3/11/2024) | 250,000 options @ $44.37; grant-date FV $7,723,659 | — | 25% vests 1/1/2025; remaining vests monthly over 3 years |
| PSUs (3/11/2024) | 40,000 PSUs; grant-date FV $887,400 | — | 50% eligible per each of two milestone objectives over ~3–4 years; fully vests on change-of-control |
Program design highlights: Emphasis on pay-for-performance; PSUs added in 2024; RSUs approved for 2025; no hedging/pledging permitted; limited perquisites; annual say‑on‑pay vote held .
2024 corporate objectives (summary):
- Clinical: On-track randomization for Phase 3 azetukalner epilepsy trials; initiation of first MDD Phase 3 (X‑NOVA2)
- Pre-clinical: Transition discovery projects and initiate pre-clinical for one candidate
- Business/Financial: Execute capital markets plan; meet cash runway objective
- Committee awarded 85% payout after reviewing achievements and added contributions (org growth; commercialization prep)
Multi-Year CEO Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $594,669 | $666,018 | $714,589 |
| Bonus (other) | $0 | $1,593 (tenure award) | $0 |
| Option Awards (FV) | $8,254,844 | $9,051,114 | $7,723,659 |
| Stock Awards (PSUs FV) | — | — | $887,400 |
| Non-Equity Incentive (Annual Bonus Paid) | $343,422 | $359,650 | $425,425 |
| All Other Compensation | $35,669 | $39,454 | $44,274 |
| Total | $9,228,604 | $10,117,829 | $9,795,347 |
Equity Ownership & Alignment
| Ownership Item | Amount |
|---|---|
| Total Beneficial Ownership | 1,480,392 shares (incl. derivatives within 60 days) |
| Ownership % of Shares Outstanding | 1.90% |
| Direct Common Shares | 31,302 |
| Spouse’s Common Shares | 14,300 |
| Options Exercisable within 60 days (Record Date) | 1,434,790 |
| Option Exercises in 2024 | None |
Policies:
- Hedging and pledging of company stock are prohibited for executives/directors .
- No formal executive stock ownership guidelines; equity used to align interests and drive long-term value .
Selected outstanding equity awards (as of 12/31/2024):
| Vesting Start | Exercisable | Unexercisable | Exercise Price | Expiry |
|---|---|---|---|---|
| 1/1/2023 | 190,000 | 190,000 | $34.18 | 3/9/2033 |
| 1/1/2024 | — | 250,000 | $44.37 | 3/10/2034 |
| 1/1/2022 | 300,000 | 100,000 | $30.01 | 3/9/2032 |
| 6/3/2021 | 111,979 | 13,021 | $18.56 | 6/2/2031 |
| 1/1/2020 | 145,000 | — | $11.58 | 3/11/2030 |
PSUs outstanding: 40,000 unearned; market/payout value $1,568,000 at 12/31/2024 (assumes full achievement; price $39.20) .
Employment Terms
| Provision | Detail |
|---|---|
| Current Role & Agreement | CEO since June 2021; employment agreement entered January 2021; indefinite term |
| Base & Bonus | Current base $785,800; target bonus 70% of base |
| Non-COC Termination | Up to 18 months of base (combination of notice/continuance/lump sum); pro‑rated Average Bonus; benefits & retirement contributions during Payment Period; limited continued vesting/exercisability (3 months vesting; up to 6 months exercise) |
| COC (double-trigger) | Lump sum base (24 months for CEO); 100% target bonus; retirement contributions for 24 months; full acceleration of unvested options/awards; specified post-termination exercise windows; continued benefits for 24 months |
| Potential Payments (illustrative at 12/31/2024) | Non-COC total $1,548,148; COC termination total $5,730,056; COC-only acceleration value $1,568,000 |
| Clawback Policy | Adopted November 2023; applies to incentive compensation upon required restatement |
Board Governance
- Board Service: Director since June 2021; not independent (due to CEO role) .
- Chair/Leadership: Independent Chair (Dawn Svoronos) since June 2024; roles of CEO and Chair separated; Lead-independent sessions held six times in 2024 .
- Committees: Mortimer is not listed on standing committees; Audit Committee (Gannon, Gover, Machado; Chair Gannon), Compensation Committee (Gover, Machado, Patou; Chair Gover), Nominating & Corporate Governance (Svoronos, Cannon, Garofalo; Chair Svoronos) .
- Meetings/Attendance: Board met six times in 2024; each incumbent director attended all; committees met Audit(4), Compensation(3), N&G(2); two directors missed one committee meeting each .
- Director Compensation: Management directors (including CEO) receive no board fees/equity under the director policy; non-management directors receive options/retainers as per policy .
Compensation Structure Analysis
- Mix and trend: Significant equity weighting via options and PSUs; RSUs added from 2025 to diversify instruments and enhance retention .
- Pay-for-performance: Annual bonuses tied solely to corporate objectives; PSUs tied to milestone-based outcomes; no guaranteed increases; independent consultant (Aon) supports benchmarking .
- Peer benchmarking: 2025 peer group includes Agios, Apellis, Arrowhead, Arvinas, Aurinia, Axsome, Biohaven, Cytokinetics, Day One, Denali, ImmunityBio, Immunovant, Intra‑Cellular, Iovance, Madrigal, Neumora, Prothena, SpringWorks; committee does not target specific percentile outcomes .
- Say‑on‑pay: 2024 approval ~97% indicating strong shareholder support .
- Red flags mitigated: Strict hedging/pledging prohibitions; clawback policy in place .
- Potential concerns: Full acceleration on change-of-control for PSUs/options may incentivize deal timing; absence of executive stock ownership guidelines reduces formalized alignment targets; large option overhang could create future selling pressure upon vesting/exercise .
Equity Ownership & Vesting Schedules
| Item | Detail |
|---|---|
| Large unexercised option portfolio | Multiple tranches with expiries 2025–2034; recent grants vesting through 2028 |
| 2024 PSU vesting | Milestone-based over ~3–4 years; 100% vest at COC |
| Option exercise in 2024 | None by Mortimer |
Employment & Contracts (Retention Risk)
| Topic | Detail |
|---|---|
| Non-compete / non-solicit | Not specifically disclosed in proxy; severance structure addresses retention via payment/vesting windows |
| Change-of-control economics | Double-trigger with 24 months base + target bonus; full acceleration of unvested equity; extended benefits/exercisability |
| Interim CFO dual role | Mortimer designated interim CFO (effective 6/30/2025) with no comp change; underscores broad responsibilities and potential key-person risk |
Performance & Track Record
| Metric | 2024 | 2025 YTD (context) |
|---|---|---|
| Azetukalner development | Phase 3 epilepsy program ongoing; patient enrollment/randomization milestones met | XTOL‑2 randomized 380 patients; top‑line expected early 2026; preparatory NDA work underway |
| MDD/Bipolar expansion | Initiated X‑NOVA2 (MDD) | X‑NOVA2/3 and X‑CEED underway; education at AES/IEC; pipeline broadening |
| Financial posture | — | Cash/marketable securities $555.3m (9/30/2025); runway into 2027 |
Director Compensation (as Director)
- Management directors receive no additional board compensation; Mortimer’s compensation is solely via his executive package .
Other Directorships & Interlocks
- Public board: Perimeter Medical Imaging AI; other listed boards disclosed for different Xenon directors, but Mortimer only at Perimeter .
Investment Implications
- Alignment: Large option/PSU exposure and prohibition on hedging/pledging align Mortimer with long-term equity value creation; lack of formal ownership guidelines is a minor governance gap .
- Retention/catalyst: Double-trigger COC package with full acceleration and 24 months’ pay/bonus minimizes retention risk through potential strategic events; near-term XTOL‑2 readout is a pivotal catalyst with high OPEX scaling; say‑on‑pay support is strong at ~97% .
- Dual-role oversight: Interim CFO designation concentrates finance and operational responsibility; board independence and separated Chair help mitigate governance concerns .
- Pay-for-performance structure: Cash bonuses strictly tied to milestones (85% payout in 2024); PSUs linked to predefined objectives; RSUs add retention from 2025 .
All facts and figures are drawn from Xenon’s 2025 DEF 14A, 2025 10‑Q, earnings call transcripts, and 8‑K filings as cited.