Matthew Perry
About Matthew D. Perry
Matthew D. Perry (age 52 as of April 15, 2025) is an independent director of XOMA and has served on the Board since February 2017. He is the former President of Biotechnology Value Fund Partners L.P. (BVF Partners) and portfolio manager for the firm’s underlying funds, and he holds a B.S. in Biology from the College of William & Mary .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Biotechnology Value Fund Partners L.P. (BVF Partners) | President; Portfolio Manager | Joined Dec 1996; historical leadership role (specific dates not otherwise disclosed) | Lead investor in numerous biotech transactions; influenced corporate direction at multiple companies |
| Various biotechnology companies (as investor/lead) | Investor/Advisor | — | Successful lead investor; influenced strategy across portfolio companies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CTI BioPharma Corp. | Director | Jan 2016 – June 2023 (company sold) | Member, Compensation Committee |
| Nordic Biotech Advisors ApS (Copenhagen) | Co-founder and Director | — | Venture capital oversight and industry network |
Board Governance
- Independence: The Board determined Mr. Perry is “independent” under Nasdaq rules; all current Compensation and Audit Committee members meet heightened SEC/Nasdaq independence standards .
- Committees: Member, Compensation Committee (4 meetings in 2024). The Compensation Committee consists of Heather L. Franklin (Chair), Matthew D. Perry, and Jack L. Wyszomierski .
- Attendance and engagement: The Board met 8 times in FY2024; all directors attended at least 75% of Board and relevant committee meetings, and all directors attended the 2024 annual meeting .
- Board leadership and executive sessions: The Chairman is independent (Jack L. Wyszomierski). Independent directors meet in executive session at every regular Board meeting .
- Risk oversight: Audit Committee oversees financial reporting and cybersecurity risk; Compensation Committee oversees compensation-related risks; Nominating & Governance oversees Board composition and related risks .
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount |
|---|---|
| Fees Earned/Paid in Cash | $56,950 |
| Equity – Stock Awards (RSUs, grant-date fair value) | $149,990 |
| Option Awards (grant-date fair value) | $0 |
| Total | $206,940 |
- Policy context: 2024 director retainer $40,000; additional fees include: Audit Chair $20,000; Audit member $10,000; Compensation Chair $15,000; Compensation member $7,500; Nominating & Governance Chair $12,000; N&G member $6,000; Chairman/Lead Independent Director $40,000; no meeting fees .
- Equity policy: Annual grant valued at $150,000; directors may elect options (monthly vest over 1 year), RSUs (12-month cliff vest), or 50/50 split; initial option grant for new directors $250,000 (monthly vest over 3 years). Director compensation is capped at $750,000/year under the plan .
Performance Compensation (Directors)
| Item | Disclosure |
|---|---|
| Performance metrics tied to director equity | None disclosed; non-employee director equity is time-based (RSUs and/or options per election) |
| Clawback applicability (plan-level) | Awards subject to any Company clawback policy maintained |
In 2024, Mr. Perry elected to receive 100% of his annual director equity grant in RSUs (not options) .
Other Directorships & Interlocks
| Company | Current/Prior | Role/Committee | Interlock/Notes |
|---|---|---|---|
| CTI BioPharma Corp. | Prior | Director; Compensation Committee member | Service ended upon sale in June 2023 |
| Nordic Biotech Advisors ApS | Current | Co-founder and Director | Venture capital affiliations |
- Compensation Committee interlocks: None of the Compensation Committee members (including Mr. Perry) have served as XOMA officers or employees in the past three years; no executive officer served on another entity’s board/compensation committee with a XOMA director (no interlocks) .
Expertise & Qualifications
- 25+ years of biotechnology investing and portfolio management; lead investor in numerous transactions, shaping strategic outcomes at biotech companies .
- Brings management consulting and corporate development experience specific to biotechnology .
- Prior public company board service (CTI BioPharma) with compensation committee experience .
Equity Ownership
| Ownership Detail | Amount/Status |
|---|---|
| Total beneficial ownership (as of Mar 31, 2025) | 71,456 shares; less than 1% of outstanding |
| Shares outstanding basis (for percentages) | 11,952,889 shares outstanding as of Mar 31, 2025 |
| Options exercisable within 60 days (included above) | 59,657 shares underlying options exercisable within 60 days |
| RSUs outstanding (as of Dec 31, 2024) | 6,070 RSUs |
- Anti-hedging/pledging: XOMA’s insider trading policy prohibits short sales, derivatives/hedging, margin purchases/borrowing against accounts holding Company stock, and pledging of Company stock as collateral .
Compensation Structure Analysis
- Equity-heavy pay mix: 2024 director pay skewed to equity (RSUs), consistent with alignment with shareholders; Mr. Perry elected 100% RSUs for his annual grant (no options in 2024) .
- Plan governance: No option/SAR repricing without shareholder approval; no liberal share recycling; no dividends on unvested awards; per-director annual compensation limit of $750,000; clawback applies to awards .
- Awards since May 2023 (plan disclosure):
- Stock options granted to Mr. Perry: 10,967; Other awards (e.g., RSUs): 6,070 (aggregate since May 2023 A&R) .
Related-Party Considerations and Major Holders
- Major holder: Entities affiliated with BVF Inc. own 2,983,026 shares (25.0%). Beneficial ownership details attribute control to BVF-related entities; address 44 Montgomery St., 40th Floor, San Francisco, CA 94104 .
- Mr. Perry’s background: Former President of BVF Partners and portfolio manager for underlying funds .
- Related-party transactions: No reportable related-party transactions in 2024 or 2023, subject to Audit Committee pre-approval policy .
- Independence determination: Despite BVF’s holdings and Mr. Perry’s BVF background, the Board determined he is independent under Nasdaq rules .
Equity Grants Since May 2023 (Director – Plan Disclosure)
| Recipient | Stock Options Granted | Other Awards Granted |
|---|---|---|
| Matthew D. Perry | 10,967 | 6,070 |
Governance Assessment
- Strengths:
- Independent director with deep biotech investing and transaction experience; adds investor perspective to capital allocation and deal oversight .
- Active Compensation Committee member; committee met four times in 2024, signaling engagement on executive and equity program design .
- Attendance threshold met; all directors attended ≥75% of meetings and the 2024 annual meeting .
- Strong alignment features: equity-heavy director pay; anti-hedging/anti-pledging policy reduces misalignment risks .
- Potential risk indicators:
- BVF is a 25% beneficial owner, and Mr. Perry is BVF Partners’ former President and portfolio manager. While the Board affirmed his independence and disclosed no related-party transactions, concentrated ownership plus prior affiliation can raise perceived influence concerns in some governance frameworks .
- RED FLAGS (none disclosed):
- No reportable related-party transactions; no hedging/pledging permitted; no compensation interlocks; meeting attendance threshold achieved .
Overall: Perry’s investor/operator background and Compensation Committee role appear additive to Board effectiveness; equity-heavy compensation and prohibited hedging/pledging align incentives, though BVF’s significant ownership and his prior leadership at BVF warrant continued monitoring from a perceived-influence standpoint .