Todd Simpson
XencorAbout Todd E. Simpson
Todd E. Simpson, age 64, joined Xencor’s Board in March 2025 as an independent director with over 40 years of finance leadership in biopharmaceuticals and public accounting. He served as CFO of Seagen Inc. from October 2005 through its 2023 acquisition and earlier held executive roles at Targeted Genetics, Aastrom Biosciences, and Telios Pharmaceuticals; he is a certified public accountant (inactive) and began his career at Ernst & Young LLP. He holds a B.S. in Accounting and Computer Science from Oregon State University. The Board has affirmatively determined Simpson is independent and has designated him as an Audit Committee financial expert based on his CFO experience and formal education .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seagen Inc. | Chief Financial Officer | Oct 2005–2023 | Led global finance, strategic planning, tax, treasury, IR/communications, IT; supported development/commercialization of four oncology drugs across >12 indications; drove international expansion in Americas/Europe |
| Targeted Genetics | Executive roles | Not disclosed | Finance/operations leadership (biotech) |
| Aastrom Biosciences | Executive roles | Not disclosed | Finance/operations leadership (biotech) |
| Telios Pharmaceuticals | Executive roles | Not disclosed | Finance/operations leadership (biotech) |
| Ernst & Young LLP | Public accounting | Nearly a decade | CPA (inactive); foundational audit/accounting experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Shape Therapeutics | Director | Current | Privately held biotechnology company |
| Neoleukin Therapeutics | Director (Past) | Not disclosed | Prior public company board service |
| Aquinox Pharmaceuticals | Director (Past) | Not disclosed | Prior public company board service |
| Life Science Washington | Director (Past) | Not disclosed | Industry association (formerly Washington Biotech and Biomedical Association) |
Board Governance
- Committee assignments (2025): Audit Committee member; appointed March 13, 2025 replacing Dagmar Rosa‑Bjorkeson; designated Audit Committee financial expert by the Board .
- Independence: Board annually reviews Nasdaq criteria; Simpson is affirmed independent along with all committee members .
- Attendance and engagement: In 2024 the Board met five times, each with executive session; all directors attended all Board and committee meetings during the period they served; five directors attended the 2024 Annual Meeting .
- Board leadership: Lead Independent Board Member is Dr. A. Bruce Montgomery; separate chairs for each committee; Audit Committee oversees risk across financial, IT security, compliance, and strategic exposures .
- Audit Committee remit: Oversees auditor engagement/independence, ICFR, earnings releases, related‑party transaction review, investment policy, cybersecurity risk, and MD&A disclosures .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $50,000 | Pro rata if < full year; paid quarterly in arrears |
| Lead Independent Director retainer (additional) | $30,000 | Total $80,000 for lead director |
| Committee fees – Audit | Member: $10,000; Chair: $20,000 | Paid to directors serving on committees |
| Committee fees – Human Capital Mgmt & Compensation | Member: $8,500; Chair: $17,000 | |
| Committee fees – Nominating & Corporate Governance | Member: $6,500; Chair: $13,000 | |
| Committee fees – Research & Development | Member: $7,500; Chair: $15,000 | |
| Expense reimbursement | N/A | Travel, lodging, reasonable expenses reimbursed |
Performance Compensation
| Equity Component | Value Basis | Vesting | Term/Acceleration |
|---|---|---|---|
| Initial option grant upon appointment | Fixed fair value $550,000 | 1/3 on first anniversary; remainder monthly over next 24 months | Option term 10 years; equity awards vest in full upon change of control under the 2023 Plan |
| Annual equity grant (equal mix options/RSUs) | Fixed fair value $300,000 | Options: monthly over 12 months; RSUs: vest in full after 12 months | Granted under 2023 Plan; subject to standard plan terms |
Performance metrics table (directors):
| Metric Type | Applies to Non‑Employee Directors? | Details |
|---|---|---|
| Financial/operational performance targets (e.g., revenue, EBITDA, TSR) | No disclosure of performance‑based director pay | Director equity awards are time‑based vesting; policy does not describe performance conditions for directors |
Compensation governance signals:
- No option repricing without stockholder approval; no excise tax gross‑ups; no automatic single‑trigger vesting; limits on non‑employee director compensation; minimum exercise price; no evergreen provision .
- Aggregate director compensation cap: $750,000 per fiscal year; up to $1,500,000 in year of initial appointment/election .
- HCMCC engaged Aon to benchmark director compensation; maintained policy last amended in late 2022 .
Other Directorships & Interlocks
| External Board | Current/Past | Potential Interlocks with Xencor |
|---|---|---|
| Shape Therapeutics (private) | Current | None disclosed |
| Neoleukin Therapeutics (public, past) | Past | None disclosed |
| Aquinox Pharmaceuticals (public, past) | Past | None disclosed |
| Life Science Washington (association) | Past | None disclosed |
Expertise & Qualifications
- Extensive biopharma CFO experience including commercialization of four oncology drugs across >12 indications and international expansion; led finance, strategic planning, tax, treasury, IT, IR/comms, facilities/real estate .
- CPA (inactive) with nearly a decade of public accounting at Ernst & Young LLP; designated Audit Committee financial expert by the Board .
- Board skills matrix flags financial expertise, public company board experience, senior management, business development, human capital, and governance/ethics .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As‑of Date | Notes |
|---|---|---|---|---|
| Todd E. Simpson | 0 | <1% | Feb 28, 2025 | Outstanding shares: 70,466,850; RSUs/options vesting within 60 days counted as beneficial if applicable; none indicated for Simpson at that date |
Alignment policies:
- Anti‑hedging/anti‑pledging: Prohibits hedging (e.g., collars, swaps, short sales) and holding in margin accounts or pledging as loan collateral for all employees and directors .
- Clawback: Company will recover erroneously awarded compensation from current/former executive officers upon restatement under Exchange Act rules; 2024 restatement determined no impact on incentive compensation, so recovery not required .
Governance Assessment
-
Strengths
- Independence and audit oversight: Simpson is independent and serves on Audit Committee as a designated financial expert, reinforcing financial reporting and risk oversight capability .
- Board effectiveness: 100% attendance of directors at Board/committee meetings during their service periods in 2024; regular executive sessions; established lead independent director structure .
- Shareholder‑friendly policies: No option repricing, no tax gross‑ups, double‑trigger change‑of‑control, director pay caps, anti‑hedging/pledging, and clawback policy .
- Compensation benchmarking: HCMCC uses independent consultant (Aon) to review director compensation against peers; policy continuity supports predictability .
-
Watch items / RED FLAGS
- Recent restatement: Audit Committee determined prior 2023 audited and 2024 unaudited financials should not be relied upon and restated them; clawback not triggered, but restatement is a governance risk marker; Simpson joined the Audit Committee March 13, 2025 after the February 11, 2025 restatement decision, so his oversight influence begins post‑restatement .
- Ownership alignment: As of Feb 28, 2025, Simpson held zero shares; initial option grant upon appointment expected under policy, but near‑term alignment is in early stage until equity is granted/vested .
-
Conflicts/related parties
- Related‑party transactions: Company reports no related‑person transactions >$120,000 since Jan 1, 2024 other than compensation arrangements; Audit Committee reviews any such matters under a formal policy .
-
Engagement
- Stockholder outreach: The company contacted holders representing 72% of outstanding stock in 2024; five directors attended the 2024 Annual Meeting—positive engagement signals .
Director Compensation (2024 Reference – Simpson not included)
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| Ellen G. Feigal | 71,500 | 139,337 | 127,562 | 338,399 |
| Kevin C. Gorman | 66,000 | 139,337 | 127,562 | 332,899 |
| Kurt A. Gustafson | 70,000 | 139,337 | 127,562 | 336,899 |
| Barbara Klencke | 57,500 | 139,337 | 127,562 | 324,399 |
| A. Bruce Montgomery | 106,000 | 139,337 | 127,562 | 372,899 |
| Richard J. Ranieri | 73,500 | 139,337 | 127,562 | 340,399 |
| Dagmar Rosa‑Bjorkeson | 73,000 | 139,337 | 127,562 | 339,899 |
Note: 2024 director equity consisted of 11,971 options and 5,986 RSUs per director; options and RSUs vest as described in Performance Compensation above; full vesting on change of control under the 2023 Plan; option term 10 years .
Equity Ownership (Directors Snapshot as of Feb 28, 2025)
| Director | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Todd E. Simpson | 0 | <1% |
Committee Assignments Snapshot (Fiscal 2024 meetings in parentheses)
| Committee | Membership (2025 updates) | Chair | Meetings (FY2024) |
|---|---|---|---|
| Audit | Gustafson (Chair), Montgomery, Rosa‑Bjorkeson; Simpson replaced Rosa‑Bjorkeson on Mar 13, 2025 | Gustafson | 5 |
| Human Capital Mgmt & Compensation | Ranieri (Chair), Gorman, Montgomery | Ranieri | 5 |
| Nominating & Corporate Governance | Feigal, Ranieri, Klencke (Chair), Rosa‑Bjorkeson | Klencke (as of Feb 19, 2025, replaced Rosa‑Bjorkeson as Audit Chair per note) | 3 |
| Research & Development | Feigal (Chair), Gorman, Klencke, Montgomery | Feigal | 1 |
Governance Notes on Audit Committee Restatement
- On Feb 11, 2025, the Audit Committee determined that 2023 audited and 2024 quarterly unaudited financial statements should no longer be relied upon; the company filed amendments and restated those periods. HCMCC concluded incentive compensation was based on metrics unaffected by the adjustments, and clawback recovery was not required .
- Simpson’s appointment to the Audit Committee occurred Mar 13, 2025, post‑restatement determination; Board designates him an audit committee financial expert .
Policies Impacting Alignment and Risk
- Insider Trading Policy prohibits hedging and pledging/margin accounts for directors and employees .
- Related‑Person Transactions Policy requires Audit Committee review/approval; no related‑party transactions >$120,000 reported since Jan 1, 2024 .
- Good governance provisions in the 2023 Equity Plan: no evergreen, no repricing without stockholder approval, double‑trigger CoC, director compensation limits, minimum exercise price .
Summary Implications for Investors
- Simpson adds deep CFO and audit expertise to the Audit Committee amid heightened scrutiny following the 2024 restatement; his independence and financial expert designation support board effectiveness in financial oversight .
- Alignment is developing: zero beneficial ownership as of Feb 28, 2025, but policy provides a substantial initial option grant and ongoing annual equity that time‑vests, with anti‑hedging/pledging guardrails .
- No disclosed conflicts or related‑party transactions; director pay is market‑benchmarked with caps and shareholder‑friendly plan features, mitigating pay inflation risk .