Patrick Machado
Xenon PharmaceuticalsAbout Patrick Machado
Patrick Machado, 61, is an independent director of Xenon Pharmaceuticals (XENE) since November 2020. He co‑founded Medivation and served as CFO and Chief Business Officer through 2014, then as a director until its $14B sale to Pfizer in 2016; he holds a J.D. from Harvard Law School and dual B.S. Economics/B.A. German from Santa Clara University . He resides in Sydney, NSW, Australia and is designated by Xenon’s board as an Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medivation, Inc. | Co‑founder; CFO & Chief Business Officer; Director | CFO/CBO until 2014; Director 2014–2016 | Led during clinical development and successful commercial launch of XTANDI; company sold to Pfizer for ~$14B in 2016 |
| ProDuct Health, Inc. | Senior Vice President, CFO; earlier General Counsel | 1998–2001 | Senior finance and legal leadership in medical devices |
| Cytyc Corporation | Consultant | 2001–2002 | Assisted with transitional matters post‑ProDuct Health |
| Morrison & Foerster LLP | Attorney | Not disclosed | Legal practice; earlier clerk for Massachusetts Supreme Judicial Court |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| Adverum Biotechnologies, Inc. | Chair of the Board | Current | Board leadership; committee details not disclosed |
| Arcus Biosciences, Inc. | Director | Current | Not disclosed |
| Acelyrin, Inc. | Director | Current | Not disclosed |
| Alumis Inc. | Director | Current | Not disclosed |
- Board interlocks within Xenon: Dawn Svoronos also serves on Adverum and Acelyrin, creating overlapping outside board ties with Machado .
Board Governance
- Committee assignments: Audit Committee (member), Compensation Committee (member); not on Nominating & Corporate Governance .
- Financial expert: Audit Committee financial expert and financially sophisticated per SEC/Nasdaq .
- Independence: Board determined Machado is independent under Nasdaq and Canadian securities laws; meets heightened audit independence standards .
- Attendance and engagement:
- Board meetings held: 6 in 2024; Machado attended all Board meetings .
- Committees: Audit met 4 times; Machado missed one Audit Committee meeting. Compensation met 3 times; Machado attended all Compensation meetings .
- Independent director executive sessions: six sessions in 2024 .
| 2024 Meetings | # Held | Machado Attendance |
|---|---|---|
| Board | 6 | 6/6 |
| Audit Committee | 4 | 3/4 (missed one) |
| Compensation Committee | 3 | 3/3 |
| Independent Sessions | 6 | Participated as independent director |
Fixed Compensation
- Cash retainer shift: As of June 4, 2024, non‑management directors received USD$45,000 annual retainer (moving from CAD$61,000); USD$50,000 effective June 4, 2025. Non‑executive Chair retainer USD$80,000 (2024) rising to USD$85,000 (2025) .
- Committee retainers (unchanged 2025): Audit Chair $20,000/member $10,000; Compensation Chair $15,000/member $7,500; Nominating Chair $10,000/member $5,000 .
- Payment cadence: quarterly installments aligned to annual meeting and quarter‑ends; no meeting fees; reasonable travel reimbursed .
| 2024 Director Cash Compensation (USD) | Amount |
|---|---|
| Fees Earned or Paid in Cash – Machado | $62,263 |
| Notes | Paid in USD under policy from June 4, 2024 |
Performance Compensation
- Annual equity design: Directors receive annual equity grants with aggregate grant date fair value of $440,000 (options and/or RSUs beginning 2025), typically granted immediately post‑AGM; initial grants for new directors carry $660,000 grant date fair value. Director equity cap: $750,000 annually ($1,000,000 initial year) under the Amended & Restated 2014 Plan .
- 2024 grants: On June 5, 2024, each non‑management director received options to purchase 15,542 shares; Machado’s 2024 option award grant date fair value recognized at $414,333 .
- Vesting: Annual director grants fully vest on the earlier of one year after AGM or the day before the following AGM; initial director grants vest in equal thirds over three anniversaries .
- Exercise price: equal to fair market value on grant date (typically closing price) .
- Change of control (outside directors): if service is terminated on or following a change of control (other than voluntary resignation), all options/SARs vest, RSU restrictions lapse, and performance shares deemed achieved at 100% of target; also full vesting if awards are not assumed/replaced in a transaction .
| 2024 Director Equity Compensation | Shares/Value |
|---|---|
| Options granted (June 5, 2024) | 15,542 options |
| 2024 option award – grant date fair value (Machado) | $414,333 |
| Vesting terms (annual grants) | Full vest by next AGM or 1‑year anniversary |
| Exercise price policy | FMV on grant date |
| CoC vesting treatment (outside directors) | Full vest; PS at 100% target if terminated post‑CoC; full vest if not assumed |
| Performance Metrics Tied to Director Compensation | Status |
|---|---|
| Cash retainer metrics | None (fixed service retainer) |
| Equity performance conditions (directors) | None; director grants are time‑based vesting (PSUs apply to executives, not director grants) |
- 2024 mix: Cash $62,263 vs. equity $414,333 (total $476,596 → ~13% cash / ~87% equity) .
Other Directorships & Interlocks
| External Public Board | Role | Interlock within Xenon Board |
|---|---|---|
| Adverum Biotechnologies, Inc. | Chair | Dawn Svoronos also serves as director (interlock) |
| Acelyrin, Inc. | Director | Dawn Svoronos also serves as director (interlock) |
| Arcus Biosciences, Inc. | Director | None disclosed |
| Alumis Inc. | Director | None disclosed |
- Compensation Committee interlocks: None; no cross‑service with executives of companies where Xenon executives serve .
Expertise & Qualifications
- Designated Audit Committee financial expert; meets SEC/Nasdaq heightened independence standards .
- Senior management track record in biopharma finance, business development, and commercialization (XTANDI launch) .
- Legal training (Harvard J.D.) with prior law firm and judicial experience .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Voting securities owned (NI 51‑102 presentation) | 0 Common Shares |
| SEC beneficial ownership (as of Apr 7, 2025) | 82,017 shares via options exercisable within 60 days; <1% |
| Options outstanding (Dec 31, 2024) | 82,017 options |
| Pledging/Hedging | Insider Trading Policy prohibits hedging and pledging for directors |
| Ownership guidelines (directors) | Not disclosed for directors; executive guidelines not in place |
Governance Assessment
-
Strengths:
- Independent director with deep CFO/CBO and commercialization credentials; Audit financial expert; dual membership on Audit and Compensation Committees increases oversight capacity .
- Solid engagement: perfect Board attendance; full participation in Compensation Committee; participates in independent executive sessions .
- Director pay structure aligns with equity emphasis; policy modernization to market‑competitive USD retainer and fair‑value equity grants; independent consultant (Aon) used; no consultant conflicts .
-
Watch items and potential conflicts:
- Missed one Audit Committee meeting in 2024; monitor future attendance given audit oversight importance .
- Multiple outside boards and interlocks with Xenon’s Chair (Adverum, Acelyrin) could create information‑flow sensitivities or perceived conflicts; ensure robust recusals and conflict reviews via Nominating/Corporate Governance and Audit Committees .
- Change‑of‑control accelerated vesting for directors is shareholder‑standard but reduces at‑risk duration of equity; investors may prefer double‑trigger only vesting .
-
Signals:
- Board independence robust; annual say‑on‑pay support of ~97% in 2024 suggests investors broadly support compensation governance (exec program), an indirect positive governance signal for board oversight quality .