James Shannon
About James Shannon
James Shannon, M.D., age 68, has served as an independent director of Xilio Therapeutics since June 2024. He is a seasoned biopharma leader, serving as Chief Medical Officer of GlaxoSmithKline from 2012 to 2015 and previously Global Head of Pharma Development at Novartis, overseeing preclinical through Phase 4 development with an annual budget of ~$4 billion. He chairs the boards of MannKind Corporation and ProQR Therapeutics N.V., and holds roles with Kyowa Kirin (NA), myTomorrows, and Leyden Laboratories B.V.; he previously served on the board of Horizon Therapeutics plc. Dr. Shannon earned his undergraduate and M.D. degrees from Queen’s University Belfast and is a Member of the Royal College of Physicians (UK) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GlaxoSmithKline PLC | Chief Medical Officer | 2012–2015 | Senior leadership of global medical function |
| Novartis | Global Head of Pharma Development | More than a decade prior to 2012 | Oversaw all development activities; ~$4B annual development budget |
External Roles
| Organization | Role | Status |
|---|---|---|
| MannKind Corporation | Chair of the Board | Current |
| ProQR Therapeutics N.V. | Chair of the Board | Current |
| Kyowa Kirin (NA) | Chair of the Board | Current (private subsidiary) |
| myTomorrows | Board Member | Current (private) |
| Leyden Laboratories B.V. | Supervisory Board Member | Current (private) |
| Horizon Therapeutics plc | Director | Former (public) |
Board Governance
- Independence: The board determined in March 2025 that all directors except CEO René Russo are independent under Nasdaq and SEC rules; audit, compensation, and nominating committee members meet applicable independence criteria .
- Committee assignment: Member, Nominating & Corporate Governance Committee; the committee met 2 times in 2024 and is chaired by Daniel Curran, M.D. .
- Board attendance: The board met 7 times in 2024; every director attended at least 75% of board and applicable committee meetings .
- Shareholder mandate: Elected as a Class I director at the June 10, 2025 annual meeting for a term expiring at the 2028 annual meeting .
| Governance Metric | 2024 | Notes |
|---|---|---|
| Board meetings held | 7 | Attendance ≥75% for all directors |
| Nominating & Governance Committee meetings | 2 | Shannon is a member; Curran is chair |
Shareholder Vote Support (2025 Annual Meeting)
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| James Shannon, M.D. | 30,983,960 | 1,584,580 | 8,264,684 |
Fixed Compensation
2024 Non-Employee Director Compensation (Actual)
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $23,352 |
| Option Awards (grant-date fair value) | $40,155 |
| All Other Compensation | — |
| Total | $63,507 |
- Aggregate options held as of December 31, 2024: 50,000 .
Non-Employee Director Compensation Policy (Effective April 14, 2025)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Chair of Board: $70,000 |
| Audit Committee member | $7,500 | Chair: $15,000 |
| Compensation Committee member | $5,000 | Chair: $10,000 |
| Nominating & Governance Committee member | $4,000 | Chair: $8,000 |
Performance Compensation
Director Equity Awards and Terms
| Equity Type | Shares | Vesting | Expiration | Exercise Price Basis | Acceleration |
|---|---|---|---|---|---|
| Initial stock option grant (new director) | 62,000 | 1/3 annually over 3 years from grant | 10 years | Closing price on grant date | 100% upon death, disability, or change in control |
| Annual stock option grant (continuing director) | 31,000 | Full vest on earlier of 1-year anniversary or just before next annual meeting | 10 years | Closing price on grant date | 100% upon death, disability, or change in control |
- Maximum annual compensation cap under 2021 Plan for a non-employee director: $1,000,000 (cash plus equity value) .
- No performance (TSR/revenue/EBITDA) metrics disclosed for director equity awards; awards are time-based .
Other Directorships & Interlocks
| Potential Interlock | Description | Notes |
|---|---|---|
| Large biopharma counterparties | Xilio entered investor rights and stock purchase agreements with AbbVie; separate investor rights agreements with Gilead; neither tied to Shannon in disclosures | Agreements disclosed; no related-person link to Shannon identified |
| Related-person transactions | Board has a formal policy; audit committee reviews and approves as appropriate | Policy detailed; no transaction disclosures naming Shannon in provided sections |
Expertise & Qualifications
- 30+ years drug development and leadership; senior roles at GSK (CMO) and Novartis (Global Head of Pharma Development) .
- Trained in Medicine and Cardiology; M.D. from Queen’s University Belfast; Member of the Royal College of Physicians (UK) .
- Current governance experience as chair at public biopharma companies (MannKind, ProQR) .
Equity Ownership
| Date (Reference) | Shares Owned | Right to Acquire (within 60 days) | Total Owned plus Right to Acquire | % of Shares Outstanding |
|---|---|---|---|---|
| March 31, 2025 (DEF 14A filed Apr 28, 2025) | — | — | — | * (<1%) |
| October 1, 2025 (DEF 14A filed Oct 20, 2025) | — | 16,666 | 16,666 | * (<1%) |
Notes:
- “Right to Acquire” includes options, prefunded warrants, or Series B warrants exercisable within 60 days of the reference date .
Governance Assessment
- Independence and committee work: Independent director with governance responsibility on the Nominating & Corporate Governance Committee; committee met twice in 2024. Composition deemed independent under Nasdaq and SEC rules, supporting board effectiveness .
- Shareholder support: Received 30,983,960 “For” votes with 1,584,580 withheld at the 2025 annual meeting, indicating strong investor backing for his continued service .
- Compensation alignment: Mix of modest cash retainer and time-based stock options; director equity is subject to vesting with acceleration only on change-in-control, death, or disability. No performance-based (TSR/financial metric) awards disclosed for directors, consistent with standard governance practice; aggregate options held as of YE 2024 was 50,000 .
- Ownership and hedging/pledging: Beneficial ownership <1%; insider trading policy prohibits hedging and pledging for directors, mitigating alignment risks associated with derivatives or collateralized positions .
- Conflicts and related-party exposure: Proxy details investor deals with AbbVie and Gilead but does not disclose any related-person transactions involving Shannon; formal related-person transaction policies and audit committee oversight are in place .
RED FLAGS: None explicitly disclosed regarding Shannon. Monitoring advisable for potential time-commitment constraints given multiple external chair roles and for any future related-party transactions; current proxy does not identify any involving Shannon .