Richard Ranieri

About Richard J. Ranieri

Richard J. Ranieri (age 73) is an independent director of Xencor, serving since December 2017 (tenure ~7 years). He brings 40+ years of senior biopharma human resources leadership, including EVP roles at BioMarin, Dendreon, and Sepracor; he holds a B.A. in social science and accounting (Villanova) and an M.A. in organizational development (Rider) . The Board has affirmatively determined he is independent under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Committees: Chair, Human Capital Management & Compensation Committee (HCMCC); Member, Nominating & Corporate Governance Committee .
• Independence: Board-determined independent director .
• Attendance: In FY2024, all directors attended all Board and committee meetings on which they served; Board met five times . In FY2023, all directors met at least 75% attendance; Board met five times .
• Committee activity: HCMCC met five times in FY2024 (six in FY2023); Nominating met three times in FY2024 (six in FY2023) .
• Governance practices: Board uses independent consultants (Aon) for director and executive comp benchmarking; HCMCC oversees pay-for-performance, succession, culture; anti-hedging/anti-pledging policy in place .

Fixed Compensation (Director)

Notes: Board fees are paid quarterly; travel expenses reimbursed .

Performance Compensation (Director)

• Initial Grant: On initial appointment, fixed fair value $550,000 in options; vesting 1/3 at year 1, then monthly over 24 months .
• Performance metrics: Director equity is time-based; no revenue/TSR/ESG performance metrics disclosed for director awards .

Other Directorships & Interlocks

• Current public company directorships: None disclosed .
• Notable network links: Prior executive roles at Neurocrine (where another Xencor director, Kevin Gorman, is a long-time director/executive), but no related-party transactions disclosed since 1/1/2024 (low interlock conflict risk) .

Expertise & Qualifications

• Skill profile: Human Capital Management; Governance/Business Ethics; Senior Management; Biotechnology experience (Board matrix) .
• Education: B.A. Villanova; M.A. Rider .

Equity Ownership

• Director outstanding awards (12/31/2024): Options 102,308; RSUs 5,986 .
• Anti-hedging/anti-pledging: Prohibited for all directors/employees; no margin/pledge allowed (alignment positive) .

Insider Trades (recent)

Note: Public summaries show recent Form 4 activity; consult full Form 4s for details and footnotes on disposition codes and withholding .

Compensation Peer Group (Benchmarking)

• 2024 peer group (used for 2023 decisions): Agenus; Alector; Allogene; Apellis; Arcus; Arvinas; Blueprint; Coherus; Corcept; Deciphera; Denali; ImmunoGen; Iovance; Kura; Mirati; Revolution Medicines; Sangamo .
• 2025 updates (used for 2024 decisions): Removed Apellis, Coherus, Mersana, Sangamo; Added IGM Biosciences, Inhibrx, Relay Therapeutics, SpringWorks; Xencor percentile: revenue 69%, market cap 47%, headcount 36% vs peers (as of Sept 2023) .

Say-on-Pay & Shareholder Feedback

• Say-on-Pay approval: 95.8% approval at 2024 meeting (for 2024 compensation decisions reported in 2025 proxy) . Prior year 97% approval (2023 meeting) .
• Ongoing outreach: Stockholder engagement program; independent directors and IR/legal conduct outreach; policies disclosed .

Related Party Transactions

• None over $120,000 since Jan 1, 2024 involving directors/executives, except standard compensation arrangements; indemnification agreements in place .

Risk Indicators & Red Flags

• Company-level controls: Auditor change in 2025 from RSM to KPMG; material weaknesses identified and remediation described (non-routine transactions accounting; tax legislation evaluation; specific investment impairment process), with restatement and recall of prior RSM reports—Board oversight should ensure remediation completes; this raises governance/controls sensitivity for Audit Committee and Board . No Ranieri-specific legal proceedings disclosed .
• Policy safeguards: No director hedging/pledging; no director excise tax gross-ups; no evergreen equity plan; no option repricing without stockholder approval; limits on director comp .

Governance Assessment

• Strengths:
  • Independent director with deep HR leadership; chairs HCMCC, evidencing board trust in compensation governance .
  • High attendance and active committee engagement .
  • Conservative governance features (no hedging/pledging; director comp caps; no evergreen; no repricing) .
  • Robust external benchmarking via Aon; transparent peer group changes .
• Watch items:
  • Insider sales in 2024–2025 are modest but worth monitoring for signal when combined with broader board trading activity .
  • Company internal control remediation following auditor change and material weaknesses; ensure HCMCC oversight aligns with incentive structures that prioritize compliance and quality of reporting (though audit matters are outside HCMCC’s remit, board-wide accountability applies) .
• Conflicts:
  • Senior advisor role at BioMarin disclosed; no related-party transactions with Xencor reported; low conflict risk under current disclosures .

Appendix: Director Compensation Detail (FY2024)

Appendix: Beneficial Ownership (as of Feb 28, 2025)