Ellen Feigal
XencorAbout Ellen G. Feigal
Ellen G. Feigal, M.D., age 70, has served as an independent director of Xencor since November 2018, with 6 years of board tenure as of April 23, 2025 . She holds a B.S. and M.S. from UC Irvine, an M.D. from UC Davis, completed an internal medicine residency at Stanford, and a hematology/oncology fellowship at UCSF . Her career includes senior roles at the National Cancer Institute (1992–2004), the Translational Genomics Research Institute (2004–2007), Critical Path Institute (2006–2007), UCSF ACDRS (2006–2011), Insys Therapeutics (2007–2008), Amgen (2008–2011), and the California Institute for Regenerative Medicine (2011–2014); she is adjunct faculty at ASU since 2015 and a partner at NDA Partners since 2014 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Cancer Institute | Director, Division of Cancer Treatment & Diagnosis; Deputy Director; Senior Investigator | 1992–2004 | Led national oncology development programs |
| Translational Genomics Research Institute | Vice President, Clinical Sciences | 2004–2007 | Advanced translational clinical programs |
| Critical Path Institute | Director, Medical Devices & Imaging | 2006–2007 | Regulatory science for devices/imaging |
| UCSF ACDRS | Founding Director, American Course on Drug Development & Regulatory Sciences | 2006–2011 | Built regulatory education platform |
| Insys Therapeutics | Chief Medical Officer | 2007–2008 | Clinical development leadership |
| Amgen | Executive Medical Director, Global Development | 2008–2011 | Global clinical programs oversight |
| California Institute for Regenerative Medicine | SVP, Research & Development | 2011–2014 | R&D leadership; portfolio oversight |
| Arizona State University (ASU) | Adjunct Faculty (FDA drug law; ethics) | Apr 2015–present | Governance/ethics education |
| NDA Partners (ProPharma Group) | Partner; Head of Biologics Practice | Nov 2014–present | Product/regulatory strategy leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| NextCure, Inc. (NASDAQ: NXTC) | Independent Director | Oct 2021–present | Compensation Committee member |
| Prescient Therapeutics Ltd. (ASX: PTX) | Director | May 2023–present | Noted as current public company board service |
| Foundation for Cell & Gene Medicine | Director | Not disclosed | Governance role noted in NextCure proxy |
Board Governance
- Independence: The Board affirmatively determined Dr. Feigal is independent under Nasdaq listing rules (annual review) .
- Committee assignments (FY 2024 vs. FY 2023): She served on Nominating & Corporate Governance (member) and chaired Research & Development; meeting counts were Audit 5, HCMCC 5, Nominating 3, R&D 1 in 2024; and Audit 4, HCMCC 6, Nominating 6, R&D 3 in 2023 .
- Attendance and engagement: The Board met 5 times in 2024, each with an executive session; all directors attended all Board and committee meetings for the portion of the year served .
- Governance processes: Committee charters and Corporate Governance Guidelines maintained; committees (except R&D) authorized to engage external experts .
| Committee | FY 2023 Membership | FY 2024 Membership | Chair Role |
|---|---|---|---|
| Nominating & Corporate Governance | Member | Member | Not chair |
| Research & Development | Chair | Chair | Chair (R&D) |
Fixed Compensation
- Policy: Annual cash retainer $50,000; Lead Director receives additional $30,000 (total $80,000); committee retainers per policy below; fees paid quarterly .
- Committee cash retainers (member/chair): Audit $10,000/$20,000; HCMCC $8,500/$17,000; Nominating $6,500/$13,000; R&D $7,500/$15,000 .
- FY 2024 cash paid: $71,500 for Dr. Feigal (consistent with $50,000 base + $15,000 R&D chair + $6,500 Nominating member) .
- FY 2023 cash paid: $71,500 .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash retainer ($) | $50,000 | $50,000 |
| Committee member fee – Nominating ($) | $6,500 | $6,500 |
| Committee chair fee – R&D ($) | $15,000 | $15,000 |
| Fees earned or paid in cash ($) | $71,500 | $71,500 |
Performance Compensation
- Annual equity policy: Fixed fair value $300,000 split equally between stock options and RSUs each year; Initial director grant fixed at $550,000 upon appointment .
- Vesting: Annual options vest monthly over 12 months; RSUs vest in full after 12 months; options term 10 years; full vesting acceleration of director equity upon change of control under the 2023 Plan .
- FY 2024 equity awarded: Options grant-date fair value $139,337; Stock awards grant-date fair value $127,562; shares granted 11,971 options and 5,986 RSUs .
- FY 2023 equity awarded: Options $145,369; Stock awards $131,133; shares granted 10,013 options and 5,007 RSUs .
| Equity Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual grant fair value target ($) | $300,000 policy | $300,000 policy |
| Option awards – grant-date fair value ($) | $145,369 | $139,337 |
| Stock awards (RSUs) – grant-date fair value ($) | $131,133 | $127,562 |
| Options granted (shares) | 10,013 | 11,971 |
| RSUs granted (shares) | 5,007 | 5,986 |
| Option term (years) | 10 | 10 |
| Vesting – options | Monthly over 12 months | Monthly over 12 months |
| Vesting – RSUs | 12-month cliff | 12-month cliff |
| Change-of-control vesting | Full acceleration of director equity | Full acceleration of director equity |
Note: No performance-conditioned metrics (e.g., TSR, revenue, EBITDA) are tied to director equity; director equity is time-based .
Other Directorships & Interlocks
| Company | Industry Relation to Xencor | Role/Committee | Potential Interlock/Transaction |
|---|---|---|---|
| NextCure, Inc. | Biopharma; no disclosed transactional ties | Director; Compensation Committee | No related-party transactions with Xencor disclosed |
| Prescient Therapeutics Ltd. | Biopharma; no disclosed ties | Director | No related-party transactions with Xencor disclosed |
- Related-party transactions: Since Jan 1, 2024, no related-person transactions >$120,000 involving directors were disclosed, other than compensation arrangements and a consulting arrangement with former CFO John Kuch; policy requires Audit Committee review and director recusal for any director interest .
Expertise & Qualifications
- Deep biotechnology and regulatory expertise; board matrix indicates skills in Regulatory and R&D; independence confirmed; tenure 6 years enhances institutional knowledge .
- Senior management and governance ethics experience; multiple public company boards broaden perspective and information flow .
Equity Ownership
- Beneficial ownership as of Feb 28, 2025: 95,353 shares (<1%); includes 2,504 common shares and 92,849 options exercisable within 60 days .
- Beneficial ownership as of Feb 29, 2024: 81,205 shares (<1%) .
- Outstanding awards as of Dec 31, 2024: 94,845 total shares subject to options; 5,986 unvested RSUs outstanding .
| Ownership Metric | FY 2024 (as of Feb 29/Dec 31, 2024) | FY 2025 (as of Feb 28, 2025) |
|---|---|---|
| Beneficial shares (#) | 81,205 | 95,353 |
| Beneficial ownership (%) | <1% | <1% |
| Options exercisable within 60 days (#) | Not separately footnoted | 92,849 |
| Total shares subject to options at year-end (#) | 82,874 (Dec 31, 2023) | 94,845 (Dec 31, 2024) |
| Unvested RSUs outstanding at year-end (#) | 5,007 (Dec 31, 2023) | 5,986 (Dec 31, 2024) |
No pledging or hedging of company stock was disclosed for directors .
Governance Assessment
- Board effectiveness: Feigal chairs the R&D Committee, which oversees R&D strategy, risk management in clinical development, and portfolio prioritization; the committee met 1 time in 2024 (3 times in 2023), indicating targeted oversight aligned with Xencor’s science-driven model .
- Independence and attendance: Independence affirmations and perfect meeting attendance support investor confidence in oversight quality and director engagement .
- Compensation alignment: Balanced cash-equity mix with fixed-value annual grants and time-based vesting; change-of-control acceleration is common in biotech boards; no performance-conditioned metrics for directors (mitigated by modest cash fees and equity designed for alignment) .
- Conflicts/interlocks: Concurrent directorships at NextCure and Prescient are disclosed; no related-party transactions or interlocks with Xencor reported, and policy requires Audit Committee review and recusal if applicable—reducing conflict risk .
- Signals: The cash fee breakdown (~$71.5k) aligns with policy retainer and committee roles; equity awards consistent with $300k policy and equal RSU/option mix instituted in 2023—stable governance compensation practices assessed by Aon .
Red flags: None disclosed regarding low attendance, related-party transactions, pledging, or legal proceedings for Dr. Feigal; the proxy explicitly notes no required legal proceedings disclosures for director nominees .