Heather Franklin

About Heather L. Franklin

Independent director at XOMA since August 2021 (age 59 as of April 15, 2025), Franklin brings 30+ years of biotech operating and business development experience. She founded and led Blaze Bioscience (2011–2024) and now serves as Managing Director of 3D Chess Advisory (since Jan 2025) and Executive Chairperson at Presage Biosciences (since Feb 2025). She holds an MBA from The Wharton School, an MS from the University of Washington, and a BS from the University of North Carolina at Chapel Hill .

Past Roles

External Roles

Board Governance

• Independence: Board determined Ms. Franklin is independent under Nasdaq rules .
• Tenure at XOMA: Director since August 2021 .
• Committee assignments: Chair, Compensation Committee; committee members: Franklin (Chair), Matthew D. Perry, Jack L. Wyszomierski; 4 meetings in 2024 .
• Other committees: Audit Committee (Limber—Chair; Hernday; Wyszomierski) held 4 meetings in 2024; Nominating & Governance (Hernday—Chair; Kosacz; Limber) held 3 meetings in 2024 .
• Board meetings and attendance: Board held 8 meetings in 2024; all directors attended at least 75% of Board/committee meetings; all directors at the time attended the 2024 annual meeting .
• Leadership structure: Independent Chairman (Wyszomierski); independent directors meet in executive session at every regular Board meeting .

Fixed Compensation (Non-Employee Director, 2024)

Director compensation policy highlights:

• Annual retainer: $40,000 cash; Committee Chair fees: Audit $20,000; Compensation $15,000; Nominating & Governance $12,000; members receive smaller retainers; Chairman/Lead Independent Director: +$40,000; no meeting fees .
• Annual equity grant valued at $150,000; director may elect options (monthly vest over 1 year), RSUs (vest after 1 year), or 50/50 split; initial new director option grant valued at $250,000 vesting monthly over 3 years .
• Director compensation cap: $750,000 per year (cash + equity) .

Implication: Franklin’s $55k cash equals $40k base plus $15k Compensation Chair fee, indicating active committee leadership; her election of options aligns compensation more with long-term share price performance than RSUs .

Performance Compensation

For directors, equity is time-based (not tied to performance metrics). Franklin elected options for her 2024 annual grant, which vest over time per policy; no director performance scorecard applies. Clawback applies to awards under the LTIP, and XOMA maintains a Nasdaq Rule 10D-1–compliant clawback policy (primarily geared to executives) .

Other Directorships & Interlocks

• Current public company boards: None disclosed for Franklin in XOMA’s proxy .
• Compensation Committee interlocks: None—no member was an officer/employee in last three years; no reciprocal executive/comp committee interlocks with XOMA executives .

Expertise & Qualifications

• Deep licensing and M&A expertise across biotech; led negotiations for in/out-licenses and collaborations from research through commercial stages .
• Operations and strategic planning leadership as a biotech founder/CEO; financial oversight experience as executive and board chair .
• Education: MBA (Wharton), MS (University of Washington), BS (UNC Chapel Hill) .

Equity Ownership

• Outstanding director equity: as of Dec 31, 2024, Franklin had 47,008 options outstanding; she elected 100% options for 2024 .
• Hedging/pledging: Company policy prohibits hedging, short sales, and pledging of XOMA stock by directors, officers, and employees .

Director Election Results (2025 Annual Meeting)

Implication: Strong shareholder support though slightly lower “for” votes relative to some peers on the slate, typical for a comp chair in a year with equity plan expansion proposals .

Related Party / Conflicts Review

• Related-party transactions: None reportable in 2023–2024; Board maintains pre-approval and review process; indemnification agreements in place .
• No compensation committee interlocks and no disclosed business dealings tied to Franklin; ongoing external roles are in private entities (3D Chess; Presage), reducing public interlock risk; monitor for any licensing or royalty transactions intersecting with her advisory clients .

Say-on-Pay & Shareholder Actions (Context)

• 2025 voting items included auditor ratification, reincorporation to Nevada, bylaw amendment authority, and an amended & restated 2010 LTIP (added 880,000 shares, dividend limitations on unvested awards); all proposals approved. LTIP approval: 8,146,010 For / 409,056 Against / 13,832 Abstentions / 439,827 BNV –.

Governance Assessment

• Positives: Independent director with substantial biotech BD and CEO experience; Compensation Committee chair with active 2024 meeting cadence (4), and Board/committee attendance compliance; no related-party red flags; anti-hedging/pledging policy strengthens alignment; independent chair structure and routine executive sessions bolster oversight .
• Alignment: Director equity election into options (vs RSUs) increases sensitivity to long-term stock performance; director comp levels and structure align with policy; LTIP imposes a $750K director cap .
• Watch items: Beneficial ownership <1%—common for outside directors but implies modest absolute “skin in the game”; as Comp Committee Chair, will be a focal point if future equity utilization (burn/overhang) or executive pay outcomes draw scrutiny; 2025 reincorporation to Nevada may be perceived as shifting governance posture—Board cites predictability and litigation cost reduction; investors may monitor compensation and bylaw amendment practices post-reincorporation – –.

Overall, Franklin’s committee leadership, sector transaction expertise, and option-heavy equity support investor-aligned oversight, with no apparent conflicts; continued monitoring of equity plan usage and comp outcomes is warranted given her Comp Committee role.