Raymond Deshaies
XencorAbout Raymond J. Deshaies, Ph.D.
Raymond J. Deshaies was appointed as a non-employee director of Xencor on July 31, 2025. He is a pioneering biochemist and cell biologist with 25+ years in biotechnology and drug development, most recently serving as Senior Vice President of Global Research at Amgen and concluding his tenure there as a distinguished fellow. He co-founded Proteolix (discoverer of carfilzomib/KYPROLIS) and later founded Cleave Biosciences; he was a professor and executive officer in Caltech’s Division of Biology and Biological Engineering and remains an external affiliate. Dr. Deshaies earned a B.S. in biochemistry from Cornell University and a Ph.D. from UC Berkeley, followed by postdoctoral research at Berkeley and UCSF; he is an HHMI Investigator (since 2000) and was elected to the American Academy of Arts and Sciences (2011) and the National Academy of Sciences (2016) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amgen Inc. | Senior Vice President, Global Research; later Distinguished Fellow | Joined 2017; end date not disclosed (prior to July 2025) | Oversaw all research; nominated 50+ clinical candidates; expanded multispecific discovery; applied generative protein design . |
| California Institute of Technology (Caltech) | Professor, Division of Biology & Biological Engineering; Executive Officer; External Affiliate | Prior to 2017; currently external affiliate | Academic leadership; foundational research in protein homeostasis and targeted protein degradation . |
| Proteolix | Co-founder | 2003 onward (dates not further disclosed) | Discovered carfilzomib (KYPROLIS) for multiple myeloma . |
| Cleave Biosciences | Founder | Not disclosed | Focused on modulating protein homeostasis pathways . |
External Roles
- Academic and scientific honors: HHMI Investigator (2000), American Academy of Arts and Sciences (2011), National Academy of Sciences (2016); 170+ scientific publications .
- No other current public company board directorships were disclosed in Xencor’s filings related to his appointment .
Board Governance
- Appointment date: July 31, 2025, as non-employee director; standard indemnification agreement executed; no related-party transactions requiring disclosure under Item 404(a) noted at appointment .
- Board independence policy and committee structure: Xencor maintains Audit, Human Capital Management & Compensation (HCMCC), Nominating & Corporate Governance, and Research & Development committees, each with written charters and Nasdaq independence compliance; 2024 committee chairs and meeting counts summarized below .
- Lead Independent Director: A. Bruce Montgomery, M.D. .
- Board meetings: Five meetings in fiscal 2024; all board members attended all meetings for periods in which they served; each meeting included executive session .
| Committee | Member Annual Retainer | Chair Annual Retainer | Meetings (FY 2024) | Current Chair |
|---|---|---|---|---|
| Audit | $10,000 | $20,000 | 5 | Barbara J. Klencke, M.D. (chair as of Feb. 19, 2025) |
| HCMCC | $8,500 | $17,000 | 5 | Richard J. Ranieri |
| Nominating & Corporate Governance | $6,500 | $13,000 | 3 | Barbara J. Klencke, M.D. (chair as of Feb. 19, 2025) |
| Research & Development | $7,500 | $15,000 | 1 | Ellen G. Feigal, M.D. |
Note: Dr. Deshaies’ specific committee assignments were not disclosed at appointment; committee membership updates are typically reflected in the next proxy cycle .
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Annual cash retainer (Director) | $50,000 | Paid quarterly in arrears; pro-rated for partial year . |
| Committee fees | See Board Governance table | Member and chair retainers per committee . |
| Lead Independent Director premium | $30,000 | Total annual retainer $80,000 for Lead Independent Director (not applicable to Deshaies unless designated) . |
| Indemnification agreement | Standard form | Executed upon appointment . |
Performance Compensation
| Equity Award Type | Grant Value | Vesting | Strike/Terms | Change-in-Control Treatment |
|---|---|---|---|---|
| Initial nonstatutory stock option (upon appointment) | $550,000 Black-Scholes fair value | 1/3 on first anniversary; remaining vests in 24 equal monthly installments; fully vested at 3 years | Exercise price = closing price on grant date | Company practice provides full vesting of director equity upon change in control under the 2023 Plan . |
| Annual director equity grant (ongoing) | $300,000 fixed fair value; equal mix of options and RSUs | Options vest monthly over 12 months; RSUs vest in full after 12 months | Fair values use 60-trading day trailing average price; options priced at grant date FMV | Full vesting upon change in control under the 2023 Plan . |
| Performance Metrics Tied to Director Compensation | Disclosure |
|---|---|
| Metrics (e.g., TSR, revenue growth) | None disclosed for non-employee director awards; director equity uses time-based vesting per policy . |
Other Directorships & Interlocks
| Company | Role | Committee Positions | Interlocks / Potential Conflicts |
|---|---|---|---|
| Not disclosed | — | — | No related-party transactions identified at appointment; Company not aware of any Item 404(a) transactions involving Dr. Deshaies . |
Expertise & Qualifications
- Deep expertise in protein homeostasis and targeted protein degradation; extensive translational experience from discovery to clinical nomination in biologics and multispecifics .
- Proven leadership of large research organizations; >170 publications; honors from HHMI, AAAS, NAS reflecting scientific eminence .
- Education: B.S. (Cornell), Ph.D. (UC Berkeley); postdoctoral research at UC Berkeley and UCSF .
Equity Ownership
| Item | Disclosure |
|---|---|
| Initial director option grant | Awarded with $550,000 Black-Scholes value; strike price set at closing price on grant date; vesting over 3 years as detailed above . |
| Annual grants | $300,000 equal mix of options/RSUs; 12-month vest schedules for each component . |
| Ownership % of outstanding shares | Not disclosed in filings related to his appointment . |
| Hedging / pledging | Prohibited for directors under Insider Trading Policy; no margin accounts or pledging allowed . |
| Clawback applicability | A&R 2023 Plan awards subject to Company Clawback Policy; recovery if required under SEC rules/Nasdaq standards . |
Governance Assessment
- Independence and conflicts: Appointed as a non-employee director with no arrangements or understandings influencing selection and no related-party transactions requiring disclosure; standard indemnification executed. This supports independence and low near-term conflict risk .
- Compensation structure: Director pay is balanced between cash retainers and at-risk equity with fixed fair values, time-based vesting, and a non-employee director annual cap of $750,000 ($1.5 million for the first year), aligning incentives while limiting excess pay; no option repricing without shareholder approval and no excise tax gross-ups, indicating shareholder-friendly governance practices .
- Controls oversight context: The Company disclosed material weaknesses and a restatement of prior financials, with remediation plans underway and a change in auditor to KPMG; Audit Committee oversight and Clawback Policy are in place, which will require vigilant board engagement going forward .
- Shareholder signals: Strong say-on-pay support (95.8% approval in 2024; 97% in 2023) and periodic benchmarking by Aon suggest investor-aligned compensation governance .
- Committee placement: Not yet disclosed; given his R&D depth, future placement on R&D or strategy-linked committees would be additive to board effectiveness, but assignments will be confirmed in the next proxy .
Risk Indicators & Red Flags
- Related-party transactions: None identified for Deshaies at appointment (no Item 404(a) transactions) .
- Hedging/pledging: Prohibited for directors, reducing alignment risk concerns .
- Option repricing: Prohibited without shareholder approval; mitigates governance risk of underwater award remediation .
- Financial reporting: Prior material weaknesses and restatement increase oversight demands on Audit Committee and board; company disclosed remediation efforts and auditor change to KPMG .
Compensation Committee Analysis
- HCMCC composition: Independent directors (Ranieri/chair, Montgomery, Gorman); met five times in FY 2024 .
- Consultant: Aon engaged for director and executive benchmarking; independence assessed; director compensation policy affirmed without changes in late 2023; Annual director grant mix now includes RSUs alongside options .
- Clawback: Company-wide Clawback Policy adopted; 2024 restatement deemed not to impact incentive comp metrics; recovery not required .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: 95.8% in 2024; 97% in 2023, supporting current pay-for-performance approach .
- Shareholder outreach: Ongoing engagement led by independent directors and IR; 2024 outreach to holders representing 72% of outstanding stock as of March 31, 2024 .
Employment & Contracts (Director)
- Standard indemnification agreement executed upon appointment .
- Equity awards granted under A&R 2023 Plan; subject to clawback and plan terms including change-in-control provisions and non-employee director compensation limits .
Related Party Transactions
- Policy: Written Related-Person Transactions Policy since 2013; Audit Committee reviews/approves qualifying transactions; none reported since January 1, 2024 beyond standard compensation arrangements .
- Appointment disclosure: Company not aware of any Deshaies transactions requiring Item 404(a) disclosure .
Performance & Track Record
- Scientific leadership achievements: Oversaw nomination of 50+ clinical candidates at Amgen; leadership in multispecific discovery and generative protein design applications; co-founder of programs leading to marketed therapy (KYPROLIS) .
- Academic distinction: HHMI Investigator; elected to AAAS and NAS; >170 papers .
Suggested Next Steps for Monitoring
- Confirm committee assignments and 2025 Annual Grant details in the next proxy.
- Track any insider Form 4 filings for initial option grant specifics (number of shares, strike) and future equity awards (not included in current filings) .
- Monitor progress on remediation of internal control weaknesses under the new auditor regime .