Steven Gannon

About Steven Gannon

Independent director (age 63) based in Montreal, QC; on Xenon’s board since May 2015. Former public-company CFO with deep finance and audit oversight experience; CPA, CA (since 1985), B.Comm. (Concordia, 1983) and Executive Program (Ivey, 1995). Current Audit Committee Chair and designated Audit Committee financial expert; independence affirmed under Nasdaq and Canadian securities laws. Beneficial ownership totals 111,017 shares (2,000 common plus 109,017 options exercisable within 60 days), representing less than 1% of shares outstanding.

Past Roles

External Roles

Board Governance

• Independence: Board determined Mr. Gannon is independent; also meets heightened audit committee independence standards; designated “audit committee financial expert” and financially sophisticated under SEC/Nasdaq rules.
• Committee roles: Audit Committee Chair; members are Gannon (Chair), Gover, Machado.
• Meeting attendance (2024): Board met 6 times; Audit 4; each incumbent director attended all Board meetings, and all their committee meetings except Mr. Machado missed one Audit and Dr. Patou missed one Compensation—no exceptions noted for Mr. Gannon.
• Independent director sessions: Independent directors met 6 times without management in 2024.
• Auditor oversight: Audit Committee dismissed KPMG and engaged PwC on Mar 3, 2025; no disagreements or reportable events disclosed.
• Conflicts controls: Related person transactions must be reviewed/approved by Audit Committee; no director/officer indebtedness; no material related-party transactions disclosed for the period.

Fixed Compensation

Director cash retainer schedule (policy in effect from June 4, 2024; unchanged for committees in 2025):

• Board annual cash retainer: USD $45,000 (non-executive directors)
• Committee retainers (Chair/Member): Audit $20,000/$10,000; Compensation $15,000/$7,500; Nominating & Corporate Governance $10,000/$5,000

Performance Compensation

Other Directorships & Interlocks

• Current public boards: None (as of the proxy date). Prior: Fusion Pharmaceuticals (public) through June 2024; AAA S.A. (public) through early 2018.
• Compensation Committee interlocks: None disclosed among Xenon executives and other issuers.

Expertise & Qualifications

• Financial expertise: Audit Committee financial expert under SEC rules; financial sophistication under Nasdaq rules.
• Credentials: CPA, CA (since 1985); B.Comm. (Concordia University, 1983); Executive Program (Ivey, 1995).
• Industry background: Senior finance roles across specialty pharma and medtech (Aptalis, Cryocath, AstraZeneca Canada, Mallinckrodt).

Equity Ownership

• Pledging/hedging: Company policy prohibits hedging and certain pledging by directors and executives. No pledged shares disclosed.
• Indebtedness: None for any director/officer in the most recent year.

Governance Assessment

• Strengths:

  • Independent Audit Chair with formal “financial expert” designation; robust audit committee charter including oversight of cyber, related-person transactions, and internal controls.
  • Full attendance in 2024 for Board and committees (no exceptions noted for Mr. Gannon); independent-only sessions held 6 times, supporting active oversight.
  • No related-party transactions or indebtedness; explicit policy requiring Audit Committee approval of any related-person transactions.
  • Auditor transition supervised with no disagreements/reportable events, suggesting orderly oversight.
  • Strong shareholder support for say-on-pay in 2024 (~97%), indicating broader governance credibility.

• Watch items:

  • Director equity award values increased under 2024 policy (fair-value based) and remain sizable (e.g., $414k option value in 2024), with flexibility to shift mix to RSUs in 2025; monitor dilution/structure and performance alignment over time.
  • Direct common share ownership is modest (2,000 shares), with alignment primarily via options; consider tracking future RSU adoption and ownership build.

• Red flags: None disclosed regarding penalties/sanctions, legal proceedings, or related-party matters; none reported for director nominees in past 10 years.

Notes:

• Director compensation policy is peer-benchmarked with advice from an independent consultant (Aon); policy updates in 2024 and 2025 reflect market practices.

Fixed Compensation (Detail)

Performance Compensation (Detail)

Potential Conflicts and Related-Party Exposure

• Related-person transaction policy requires Audit Committee review/approval; none material disclosed for the period.
• No indebtedness of directors/officers; no third-party compensation arrangements for directors requiring disclosure.

Attendance and Engagement