Bassil Dahiyat
XencorAbout Bassil Dahiyat
Bassil I. Dahiyat, Ph.D., is President, CEO, and Director of Xencor, serving as CEO since Feb 2005 and on the board since Aug 1997; age 54 as of the 2025 proxy. He co-founded Xencor and led creation of a diverse clinical portfolio and alliances that resulted in three marketed drugs; education includes a Ph.D. in chemistry (Caltech) and B.S./M.S.E. in biomedical engineering (Johns Hopkins) . Pay-versus-performance disclosures show Company TSR underperformed the peer group in 2023–2024 and net losses increased in 2024, relevant to pay alignment and value creation tracking .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Xencor | Chief Executive Officer | 1997–2003; 2005–present | Led portfolio build and alliances producing three marketed drugs |
| Xencor | Chief Scientific Officer | 2003–2005 | Drove protein engineering and therapeutic design |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kodiak Sciences Inc. | Director | Current | Adds public biotech commercialization perspective |
| Terray Therapeutics, Inc. | Director | Current (private) | Provides insights into discovery platforms |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $670,000 | $700,200 | $721,200 |
| Actual Annual Bonus Paid ($) | $402,000 | $357,100 | $432,700 |
| CEO Target Bonus % of Salary | — | — | 60% |
Notes:
- 2024 corporate bonus achievement approved at 100%, driving the CEO’s $432,700 payout .
- 2024 salary increased 3% YoY; HCMCC targets competitive ranges vs peers .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|
| Corporate objectives (aggregate) | 100% | 100% | 100% | $432,700 | Cash, paid Q1 2025 |
2024 long-term equity awards (structure and vesting):
| Award | Grant Date | # Shares | Exercise Price | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|---|
| Stock Options | 3/5/2024 | 327,225 | $22.85 | $4,403,489 | 25% at 1-year; monthly over 36 months thereafter |
| RSUs | 3/5/2024 | 54,538 | N/A | $1,246,193 | 1/3 annually over 3 years |
Design notes:
- Mix tilted 75% options / 25% RSUs to emphasize upside-linked value creation; equity vests over 3–4 years to support retention .
- Company emphasizes variable pay: 88% of CEO’s 2024 target total comp at risk .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership (shares) | 1,564,972 |
| Ownership (% of shares outstanding) | 2.18% |
| Direct/Common Shares | 260,024 |
| Options Exercisable within 60 Days | 1,252,675 |
| RSUs Vesting within 60 Days | 52,273 |
| Shares Outstanding (Feb 28, 2025) | 70,466,850 |
| Hedging/Pledging Policy | Hedging and pledging prohibited by Insider Trading Policy |
Implications:
- Near-term RSU vesting (52,273 shares) may contribute to incremental supply; option exercise supply depends on price vs $22.85 strike for the 2024 grant .
- Anti-hedging/pledging reduces misalignment risk .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Status | At-will; offer letter governs base/bonus/equity |
| Severance (Non-CIC) | 24 months base salary + target bonus prorated; 24 months’ additional service credited for time-based equity; up to 12 months COBRA (subject to release) |
| Change-in-Control (Double Trigger) | If terminated without cause/for good reason within CIC period: full acceleration of time-based equity in addition to severance above (subject to release) |
| CIC Definition | Plan-level CIC with standard >50% control, merger, asset sale, dissolution, etc. |
| Clawback | All awards subject to Company clawback policy and applicable listing rules/Dodd-Frank |
| Tax Gross-Ups | None for change-in-control/severance |
Board Governance
- Board service: Director since Aug 1997; CEO since Feb 2005 .
- Independence: Eight directors are independent; the CEO is not classified independent (standard for executives) .
- Committees: CEO is not listed on Audit, HCMCC, Nominating, or R&D committees; Lead Independent Director is Dr. Montgomery .
- Board meetings: Five in FY 2024; all directors attended all board and committee meetings they were on .
- Director compensation (non-employee policy for context): $50k annual retainer; lead director +$30k; committee retainers; equity grants with vesting; limits of $750k/year ($1.5m in initial year) .
Performance & Track Record
Pay Versus Performance summary:
| Year | PEO SCT Total ($) | PEO Compensation Actually Paid ($) | Company TSR ($100 base) | Peer Group TSR ($100 base) | Net Income (Loss) ($000s) |
|---|---|---|---|---|---|
| 2024 | 6,811,849 | 2,563,963 | 66.82 | 113.84 | (232,618) |
| 2023 | 7,965,955 | 6,147,081 | 61.73 | 115.42 | (133,133) |
| 2022 | 7,705,953 | (770,559) | 75.72 | 111.27 | (55,181) |
| 2021 | 5,370,295 | 317,342 | 116.66 | 124.89 | 82,631 |
| 2020 | 4,480,925 | 6,725,617 | 126.87 | 125.69 | (69,333) |
Execution highlights:
- 2024: Progressed bispecific T-cell engager programs (XmAb819, XmAb541) and TL1A programs (XmAb942; TL1A x IL-23p19) with broader autoimmune development plans; ended 2024 with $706.7m in cash/equivalents/marketable securities; initiated plan to increase equity pool for talent competition .
Compensation Peer Group Context
| Metric | 25th Percentile | Median | 75th Percentile | Xencor Value | Xencor Percentile Rank |
|---|---|---|---|---|---|
| Revenue (USD mm) | $1 | $65 | $133 | $113 | 69% |
| Market Capitalization (USD mm) | $831 | $1,491 | $2,344 | $1,457 | 47% |
| Employees (#) | 262 | 314 | 482 | 281 | 36% |
Compensation governance:
- Aon retained as independent consultant; HCMCC comprised solely of independent directors; annual say-on-pay approval in 2024 was ~95.8% .
Compensation Structure Analysis
- Mix skewed to equity and “at-risk” pay: 88% of CEO’s target total compensation variable in 2024, emphasizing long-term alignment via options and RSUs .
- Options over RSUs (75%/25%) increase performance sensitivity vs pure RSUs; vesting encourages retention (3–4 years) .
- No excise tax gross-ups; no option repricing without shareholder approval; no dividends on unvested awards; clawback in place; double-trigger CIC equity acceleration (generally shareholder-friendly features) .
Risk Indicators & Red Flags
- Auditor change and material weaknesses: Dismissed RSM in Feb 2025; KPMG appointed; 2023/2024 internal control material weaknesses led to restatement and RSM recall of 2023 reports; remediation underway—governance/controls risk to monitor .
- Dilution/overhang: As of Mar 31, 2025, stock options outstanding 13.7m (WAE price $27.12), RSUs 2.0m; proposed +3.0m shares to plan; common shares outstanding ~71.1m—monitor burn rate (5.16% 3-yr average) and overhang vs peers .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay passed with ~95.8% support; company cites pay-for-performance philosophy and intends next advisory vote at 2026 annual meeting .
- Ongoing shareholder outreach; Board notes engagement and feedback processes .
Expertise & Qualifications
- Ph.D. Chemistry (Caltech); B.S./M.S.E. Biomedical Engineering (Johns Hopkins); recognized as EY Entrepreneur of the Year (LA, 2017), WEF Technology Pioneer (2005), and MIT TR100 Innovator (2003) .
Equity Plan Governance
- A&R 2023 Equity Incentive Plan proposals include fixed share reserve increase (+3.0m) without evergreen, no repricing without shareholder approval, double-trigger CIC treatment, non-employee director pay caps; closing price $10.64 on Mar 31, 2025 is reference for share reserve context .
Investment Implications
- Alignment: High at-risk compensation, options-heavy mix, clawback, and anti-hedging/pledging policies support shareholder alignment; CEO ownership at 2.18% with significant vested/exercisable options underscores skin-in-the-game, though realizable value depends on share performance vs $22.85 and older strikes .
- Retention and CIC economics: Robust severance (24 months) and double-trigger equity acceleration provide stability but can create retention “handcuffs”; consider potential acceleration risk in M&A scenarios .
- Governance/controls: Recent auditor transition and material weaknesses/restatements are a watchpoint; assess remediation progress and any impacts on compensation outcomes or clawback triggers .
- Dilution/overhang: Burn rate and proposed share reserve increase may pressure dilution; evaluate grant pacing vs peer norms and potential insider selling pressure from RSU vesting over the next 12 months .
- Performance: TSR lag vs peers in 2023–2024 and 2024 net loss highlight execution risk; monitor clinical milestones (TL1A programs, T-cell engagers) and capital deployment efficacy relative to pay outcomes .