Jack Wyszomierski
About Jack L. Wyszomierski
Independent Chairman of the Board at XOMA; age 69. He has served on the XOMA board since August 2010 and became Chairman in January 2024. Former EVP & CFO at VWR International and Schering‑Plough; holds an MS in Industrial Administration and a BS in Administration/Management Science/Economics from Carnegie Mellon University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Schering‑Plough | EVP & CFO | 1982–2004 (progressive roles; CFO by 2004) | Global healthcare finance leadership; >$8B sales context |
| VWR International | EVP & CFO | 2004–2009 | CFO of global lab supply/equipment distributor |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Exelixis, Inc. | Director | Current | Public biopharma; board service indicates oncology/commercial finance exposure |
| SiteOne Landscape Supply, Inc. | Director | Current | Public distributor; adds operational/wholesale perspective |
| Athersys, Inc. | Director | 2010–2023 | Prior board role |
| Unigene Laboratories, Inc. | Director | 2012–2013 | Prior board role |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Wyszomierski is independent under Nasdaq rules |
| Leadership | Independent Chairman; CEO role separate. Independent directors meet in executive session at every regular Board meeting |
| Committees | Audit Committee member; Compensation Committee member |
| Financial Expertise | Audit Committee “financial expert” designation; financially literate |
| Attendance | Board held 8 meetings in FY2024; all directors attended ≥75% of meetings; all attended the 2024 annual meeting |
Fixed Compensation
| Component | 2024 Amounts / Policy | Jack’s 2024 |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $40,000 | Included in fees |
| Chairman of Board fee | $40,000 | Included in fees |
| Committee chair/member fees | Audit Chair $20,000; Audit member $10,000; Compensation Chair $15,000; Compensation member $7,500; Nominating Chair $12,000; Nominating member $6,000; Transaction Committee similar (effective May 15, 2024) | Included in fees |
| Meeting fees | None (no meeting fees) | N/A |
| Fees earned (2024 actual) | — | $97,363 |
| Director compensation cap | $750,000 per year (cash + equity grant date value) | Within cap |
Performance Compensation
Directors receive annual equity grants valued at $150,000; each director may elect options (monthly vest over 1 year), RSUs (vest in full after 1 year), or a 50/50 split. New directors receive an initial option grant valued at $250,000 (monthly vest over 3 years) plus pro‑rata annual grant; dividends may not be paid on unvested awards; awards are subject to clawback policy .
| Equity Component | 2024 Grant/Status | Vesting/Terms |
|---|---|---|
| Annual equity grant (value) | $150,000 grant; Wyszomierski elected 100% RSUs | RSUs vest in full after 1 year |
| Options outstanding (aggregate) | 59,670 options outstanding (as of 12/31/2024) | Typical director annual options vest monthly over 1 year; initial options vest monthly over 3 years |
| RSUs outstanding (aggregate) | 6,070 RSUs outstanding (as of 12/31/2024) | 1‑year vest |
| Clawback | Equity awards subject to company clawback policy | |
| Change‑in‑Control treatment | If awards not assumed/replaced, outstanding awards become fully exercisable, restrictions lapse, and performance criteria deemed achieved at target at time of change in control |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Public boards currently | Exelixis; SiteOne Landscape Supply |
| Compensation committee interlocks | None in prior three years for XOMA; no executive officer interlocks disclosed |
Expertise & Qualifications
- Extensive CFO experience in healthcare and distribution; deep financial planning and capital markets expertise .
- Audit committee financial expert; strengthens oversight of reporting, controls, and cybersecurity risk within Audit Committee remit .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 66,135 shares; <1% of outstanding |
| Notes on composition | Includes 59,670 options exercisable within 60 days |
| RSUs outstanding (director) | 6,070 RSUs at year‑end 2024 |
| Anti‑hedging/pledging | Company policy prohibits short sales, derivatives, hedging, margin purchases, and pledging of company stock by directors/officers |
Insider Trades (recent filings)
| Date (Filed) | Period of Report | Form | Summary |
|---|---|---|---|
| 2025‑05‑23 | 2025‑05‑21 | Form 4 | Statement of changes in beneficial ownership (details in filing) |
| 2024‑11‑13 | 2024 (specific transactions) | Form 4 | Section 16 filings (two submissions) |
Note: The proxy also discloses directors’ outstanding RSUs and options (see Performance Compensation and Equity Ownership tables) .
Board Governance
| Committee | Membership | Chair? | Notes |
|---|---|---|---|
| Audit | Member | No | Committee oversees accounting/financial reporting; Wyszomierski designated audit committee financial expert |
| Compensation | Member | No | Oversees exec and employee comp programs; independent consultant Compensia used; no conflicts |
| Nominating & Governance | Not listed as member | — | Committee chaired by Hernday; develops governance principles |
| Board leadership | Chairman (Independent) | Yes | Independent Chairman separates oversight from CEO role; executive sessions each regular meeting |
Governance Assessment
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Strengths:
- Independent Chairman with significant healthcare CFO experience; designated audit committee financial expert bolstering controls oversight .
- Strong independence and attendance; all directors ≥75% participation and annual meeting attendance .
- Director equity grants and clawback alignment; prohibition on hedging/pledging strengthens alignment with shareholders .
-
Watch items / potential investor confidence signals:
- Reincorporation to Nevada enhances director/officer liability protections and may carry anti‑takeover implications; board seeks bylaw amendment authority. While framed as cost/predictability benefits, some investors may view the shifts as insulating directors from litigation or reducing stockholder recourse (proposal highlights and anti‑takeover discussion) .
- Authorization to allow unilateral bylaw amendments by the Board, consistent with market practice, can speed governance changes but also reduce direct stockholder control over bylaws .
-
Related‑party risk:
- No related‑party transactions disclosed specific to Wyszomierski; indemnification agreements standard for directors; Audit Committee pre‑approves related party transactions and monitors .
-
Director compensation mix & ownership:
- 2024 total compensation of $247,353 with ~$150k in RSUs and ~$97k in cash indicates meaningful equity alignment; RSUs vesting in one year promotes near‑term alignment; options outstanding create longer‑term exposure to share price .
Overall, Wyszomierski brings strong finance governance credentials and independence; recent jurisdictional/charter proposals warrant monitoring as they may be interpreted as shifting the balance of director accountability and takeover defenses .