Paul Clancy
About Paul J. Clancy
Paul J. Clancy, age 63, has served on Xilio’s board since July 2020 and as independent Chair of the Board since June 2022. He brings 35+ years of financial management and strategic planning experience, including CFO roles at Alexion (2017–2019) and Biogen (since 2007), preceded by finance/strategy positions at PepsiCo; he holds a B.S. from Babson College and an MBA from Columbia Business School and is a Senior Visiting Lecturer of Finance at Cornell University’s Graduate School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alexion Pharmaceuticals | EVP, Senior Advisor | Nov 2019 – Jul 2020 | Senior advisory following CFO tenure |
| Alexion Pharmaceuticals | Chief Financial Officer | Jul 2017 – Oct 2019 | Led finance during biopharma scale-up |
| Biogen (Biogen Idec) | EVP & CFO | Since 2007 (prior roles since 2001) | Led treasury, tax, IR, business planning; prior VP portfolio management; VP U.S. marketing |
| PepsiCo | Finance/Strategy/GM roles | 13 years (prior to 2001) | Multifunctional finance and strategy experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sionna Therapeutics | Chair of the Board | Current | Public biopharma board leadership |
| Incyte Corporation | Director | Current | Public pharmaceutical company |
| Exact Sciences Corporation | Director | Current | Public cancer diagnostics company |
| Agios Pharmaceuticals | Director | Sep 2013 – Jun 2023 | Public pharma board service |
| Cornell University (Graduate School of Business) | Senior Visiting Lecturer of Finance | Current | Academic appointment |
Board Governance
- Board leadership: Independent Chair of the Board; Class III director; committee member on Compensation; not listed on Audit or Nominating/Corporate Governance .
- Committee composition: Compensation Committee members are Christina Rossi (Chair), Paul Clancy, and Robert Ross, M.D.; met 3 times in 2024 . Audit Committee (Bonstein—Chair, Brennan, Rossi) met 5 times in 2024; Nominating/Corporate Governance (Curran—Chair, Shannon, Xu) met 2 times in 2024 .
- Independence: Board determined all directors except CEO René Russo are independent under Nasdaq and Exchange Act rules; Clancy is independent .
- Attendance: The full board met 7 times in 2024; each director attended at least 75% of board and applicable committee meetings .
Fixed Compensation
| Component | Policy/Actual | Amount | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee director) | Policy effective Apr 14, 2025 | $40,000 | Chair of Board retainer $70,000 |
| Audit Committee member | Policy | $7,500 | Chair $15,000 |
| Compensation Committee member | Policy | $5,000 | Chair $10,000 |
| Nominating & Corporate Governance member | Policy | $4,000 | Chair $8,000 |
| Fees earned in cash (Paul Clancy, 2024) | Actual | $70,000 | Reflects Chair role |
Performance Compensation
| Component | Year | Grant/Metric | Amount/Units | Vesting/Notes |
|---|---|---|---|---|
| Stock options (grant-date fair value) | 2024 | Option awards (ASC 718) | $19,058 | Aggregate option holdings detailed below |
| Initial director option grant | Policy | New director grant under 2021 Plan | 62,000 options | Granted upon initial election (for new directors) |
- No RSUs/PSUs, performance share metrics, or meeting fees are disclosed for non-employee directors; compensation is cash retainers/committee fees plus stock options .
- Xilio’s special-meeting proposals in Oct 2025 covered employee option repricing and a 2025 Stock Incentive Plan; non-employee directors are explicitly excluded from repricing and the 2025 Plan participation, mitigating director self-compensation risk .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Sionna Therapeutics | Biopharma | Chair | No Xilio-related related-party transactions disclosed; monitor any overlapping partnerships |
| Incyte Corporation | Pharma | Director | Large-cap pharma; no Xilio RPTs disclosed |
| Exact Sciences | Diagnostics | Director | Diagnostics; no Xilio RPTs disclosed |
| Agios Pharmaceuticals (former) | Pharma | Director (former) | Historical role; no current RPTs |
Expertise & Qualifications
- Extensive CFO and finance leadership at Alexion and Biogen; deep experience overseeing treasury, tax, investor relations, business planning .
- Board leadership across multiple public companies and biopharma domain expertise; current academic finance appointment adds governance rigor .
Equity Ownership
| Reference Date | Shares Owned | Right to Acquire (within 60 days) | Total Beneficially Owned | % of Outstanding |
|---|---|---|---|---|
| Mar 31, 2025 | — | 194,095 | 194,095 | * (less than 1%) |
| Oct 1, 2025 | — | 219,095 | 219,095 | * (less than 1%) |
- Aggregate options held by Clancy (as of Dec 31, 2024): 219,095 options .
- Anti-hedging and pledging policy: Directors are prohibited from hedging or pledging company stock, aligning with governance best practice .
Governance Assessment
- Strengths: Independent board chairmanship; independence affirmed by the board; balanced committee structure with independent membership and active meeting cadence; directors excluded from employee option repricing and the 2025 Plan, reducing self-dealing risk; anti-hedging/pledging policy covering directors .
- Alignment: Clancy’s beneficial ownership is via stock options with no directly owned common shares disclosed; total beneficial ownership <1%, suggesting limited “skin in the game” in direct shares but meaningful option exposure; consider monitoring any future changes in director ownership guidelines or practices .
- Engagement signals: Historical election support—Clancy received 18,450,957 “For” vs 1,087,467 “Withheld” votes in 2024, indicating strong shareholder backing at that time .
- RED FLAGS to monitor: Low direct share ownership; significant company overhang and warrant-related dilution dynamics (though directors not participating in repricing/2025 Plan); ensure continued separation from any potential conflicts arising from external biopharma board roles; no Clancy-specific related-party transactions disclosed in available filings .