Justin Gover
Xenon PharmaceuticalsAbout Justin Gover
Independent director since August 2023; age 54; based in La Jolla, CA. Former founding CEO and director of GW Pharmaceuticals plc (1999–2021), led commercialization of Epidiolex and sale to Jazz Pharmaceuticals for $7.2B; holds an MBA from INSEAD and B.Sc. (Hons) from Bristol University . Determined “independent” under Nasdaq and Canadian securities laws; serves as Compensation Committee Chair and Audit Committee member, both meeting heightened independence standards and financial expertise requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GW Pharmaceuticals plc | Founding CEO and Director | 1999–May 2021 | Led development/commercialization of Epidiolex; oversaw sale to Jazz Pharmaceuticals for $7.2B . |
| Biotechnology Innovation Organization (BIO) | Director | 2018–2021 | Industry network and policy engagement . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aeovian Pharmaceuticals | Director | Current | Private biopharma; board service . |
| CURE Epilepsy | Director | Current | Non-profit; epilepsy advocacy . |
| Rady Children’s Institute for Genomic Medicine | Director | Current | Pediatric genomics; board service . |
| Other public company boards | None | N/A | As of the proxy date, Gover does not serve on any other publicly-traded company board . |
Board Governance
- Committee assignments: Compensation Committee (Chair); Audit Committee (member). Both committees composed of independent directors; Gover meets heightened independence and is designated an Audit Committee financial expert .
- Independence: Board determined Gover is independent under Nasdaq and Canadian securities laws .
- Attendance: Board held 6 meetings in 2024; each incumbent director attended all 6. Audit met 4 times; Compensation met 3 times; Gover attended all committee meetings (exceptions were Machado and Patou) .
- Chair structure: Dawn Svoronos is Chair of the Board; CEO and Chair roles separated .
- Audit Committee practices: Regular executive sessions with independent auditors; oversight of financial reporting, internal controls, and cybersecurity .
| 2024 Meetings | Held | Gover Attendance |
|---|---|---|
| Board | 6 | 6/6 |
| Audit Committee | 4 | 4/4 (no absence listed for Gover) |
| Compensation Committee | 3 | 3/3 (no absence listed for Gover) |
Fixed Compensation
Policy-level cash retainers and committee fees:
| Board/Committee Cash Retainers | 2023 Chair (CAD) | 2023 Member (CAD) | 2024 Chair (USD) | 2024 Member (USD) | 2025 Chair (USD) | 2025 Member (USD) |
|---|---|---|---|---|---|---|
| Board (non-exec Chair) | 104,000 | N/A | 80,000 | N/A | 85,000 | N/A |
| Board (non-management director) | 61,000 | N/A | 45,000 | N/A | 50,000 | N/A |
| Audit Committee | 26,000 | 13,000 | 20,000 | 10,000 | 20,000 | 10,000 |
| Compensation Committee | 20,000 | 10,000 | 15,000 | 7,500 | 15,000 | 7,500 |
| Nominating & Governance | 14,000 | 7,000 | 10,000 | 5,000 | 10,000 | 5,000 |
Gover’s actual director cash compensation in 2024:
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Justin Gover | 54,301 | 414,333 | 468,634 |
Notes:
- Audit Committee members may not receive any compensation beyond Board/committee fees .
- Payments are made in four equal installments on the director’s service schedule; reasonable travel expenses reimbursed .
Performance Compensation
Director equity compensation structure and vesting:
| Equity Component | Policy Terms | Vesting | Cap |
|---|---|---|---|
| Initial grant (new non-management directors) | Aggregate grant date fair value $660,000 (options) | Options vest 1/3 annually over 3 years | Outside director annual award cap $750,000; initial fiscal year cap $1,000,000 |
| Annual grant (non-management directors) | Aggregate grant date fair value $440,000 in options (2024); options and/or RSUs mix starting 2025 | Annual grants fully vest by the next annual meeting or 1-year from grant date | Same plan caps apply |
Change-of-control treatment for outside directors:
- If service terminates on or following a change of control (other than voluntary resignation), options/SARs fully vest, RSU restrictions lapse, and performance share goals deemed achieved at 100% of target .
- If awards are not assumed/substituted by a successor in a merger/change-of-control, awards fully vest and performance goals deemed achieved at 100% of target prior to transaction; awards then terminate after a specified period .
Gover’s recent equity awards:
| Date (Transaction) | Security | Quantity | Price ($) | Post-Transaction Ownership | Source (SEC URL) |
|---|---|---|---|---|---|
| 2024-06-05 (Award) | Option (Right to Buy) | 15,542 | 38.16 | 15,542 | https://www.sec.gov/Archives/edgar/data/1582313/000095017024069466/0000950170-24-069466-index.htm |
| 2025-06-05 (Award) | Share Option (Right to Buy) | 17,012 | 30.73 | 17,012 | https://www.sec.gov/Archives/edgar/data/1582313/000095017025083325/0000950170-25-083325-index.htm |
| 2025-06-05 (Award) | Restricted Share Units | 2,645 | 0.00 | 2,645 | https://www.sec.gov/Archives/edgar/data/1582313/000095017025083325/0000950170-25-083325-index.htm |
Data from Form 4 filings via insider-trades skill; prices reflect grant/exercise prices as reported .
Other Directorships & Interlocks
- Other public company directorships: None for Justin Gover as of the proxy date .
- Compensation Committee interlocks: During FY2024, members included Gover (from June 4, 2024), Machado, Patou, and Azab (until June 4, 2024); no officer served as a director/compensation committee member of another entity with an executive serving on Xenon’s Board/Comp Committee .
Expertise & Qualifications
- Senior commercialization and operating experience in biopharma, including leading GW Pharma and launching Epidiolex in the U.S. and Europe .
- Audit Committee financial expert and financially sophisticated under SEC/Nasdaq rules .
- MBA (INSEAD) and B.Sc. (Bristol University) .
Equity Ownership
| Holder | Common Shares Held | Options Exercisable ≤60 Days | Total Beneficial Ownership (%) | Shares Outstanding (Record Date) |
|---|---|---|---|---|
| Justin Gover | 0 | 24,875 | <1% | 76,593,603 |
Notes:
- Beneficial ownership percentages based on SEC rules; options exercisable within 60 days counted towards individual’s beneficial stake .
- Insider trading policy prohibits hedging and certain pledging (e.g., margin accounts or collateralized pledges) for directors and executives .
Governance Assessment
- Strengths: Independent director with deep biopharma commercialization pedigree; serves as Comp Committee Chair and Audit member, meeting heightened independence and financial expert standards; perfect 2024 attendance across Board and committees; active oversight of compensation design (including PSUs for executives) and risk management .
- Alignment: Director pay includes meaningful equity (annual ~$440k fair value) with time-based vesting and, from 2025, flexibility to include RSUs; cash fee levels are moderate vs biotech peers (as informed by Aon) .
- Policies: Hedging/pledging prohibited; formal Related Person Transaction policy requiring Audit Committee approval; indemnification governed by CBCA and company by-laws; no director indebtedness disclosed .
- Potential considerations:
- Equity acceleration: Awards may fully vest if not assumed in a change-of-control, which can operate as a single-trigger acceleration—potentially a shareholder-unfriendly feature for outside directors in certain transaction structures (flag for M&A scenarios) .
- Shift to RSUs in 2025: While enhancing retention and certainty for directors, RSUs reduce performance sensitivity versus options; monitoring overall equity mix year-over-year is advisable .
RED FLAGS
- Single-trigger-like acceleration risk if director awards are not assumed/substituted in a change-of-control (could misalign incentives around deal timing/structure) .