Owen Hughes
About Owen Hughes
Owen Hughes is XOMA’s Chief Executive Officer and a director; he was appointed Interim CEO on January 1, 2023 and became permanent CEO on January 7, 2024 . He is 49 years old as of April 2, 2024, holds a B.A. in History from Dartmouth College, and previously served as CEO/co‑founder of Cullinan Oncology and Chief Business Officer at Intarcia after 16 years in public markets roles at Brookside Capital (Bain Capital) and Pyramis (Fidelity) . 2024 management bonuses were tied 100% to corporate objectives including total shareholder return (TSR), execution of a “transformation deal,” and capital deployment, with payouts approved at 99% of target—indicating strong execution alignment during his first permanent CEO year . He executed key corporate actions during his tenure, including the rebranding to XOMA Royalty Corporation (certificate signed July 2024) and signing merger/CVR agreements in 2025 for portfolio transactions, reinforcing a capital allocation and royalty aggregation strategy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cullinan Oncology, Inc. | Chief Executive Officer & Co‑Founder | 2017–2021 | Built an oncology pipeline and led a public company; informs XOMA’s deal evaluation and capital allocation rigor . |
| Intarcia Therapeutics, Inc. | Chief Business Officer & Head of Corp. Dev. | 2013–2017 | Led BD for Type II diabetes platform; deep partnering/transaction experience . |
| Brookside Capital (Bain Capital); Pyramis (Fidelity) | Investor/Analyst roles (Wall Street) | Prior 16 years (pre‑2013) | Capital markets and investor lens that aligns with XOMA’s royalty aggregation model . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Ikena Oncology, Inc. | Director | Since Dec 2022 | Public oncology board seat; network and information flow in oncology . |
| C4 Therapeutics | Director | Since Dec 2023 | Public protein degradation company; additional oncology ecosystem access . |
| Radius Health, Inc. | Director | 2013–2022 | Served until sale to Gurnet Point/Patient Square in 2022 . |
| Translate Bio, Inc. | Director | 2016–2021 | Served until acquisition by Sanofi in Sept 2021 . |
| FS Development Corp. II | Director | Feb–Dec 2021 | SPAC board experience . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Annual Bonus/NEIP ($) | Sign‑On/Other Cash ($) |
|---|---|---|---|---|
| 2024 | 575,000 | 60% | 336,488 (99% of target achieved) | 89,375 sign‑on bonus |
| 2023 | 125,000 (part‑time) | 55% | 68,750 (100% of target achieved) | — |
Notes:
- 2024 base salary set upon appointment as permanent CEO on Jan 7, 2024 .
- 2024 corporate objectives: TSR, “transformation deal,” and capital deployment; payouts at 99% of target .
Performance Compensation
Annual Cash Bonus Plan (2024)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Corporate objectives: TSR, transformation deal, capital deployment | 100% | 60% of base salary | Achievement at 99% of target | 99% of target → $336,488 |
Equity Awards – PSUs (2024 grant; 275,000 target)
| Price Hurdle (30‑day VWAP) | Shares Tranche | Performance Window | Service‑Based Vesting |
|---|---|---|---|
| $30.00 | 160,078 | Prior to earlier of May 18, 2026 or 2026 annual meeting | 1/3 at performance achievement; 1/3 later of May 18, 2025 or performance; 1/3 later of May 18, 2026 or performance; subject to continued employment . |
| $35.00 | 53,350 | Same as above | Same as above |
| $40.00 | 32,835 | Same as above | Same as above |
| $45.00 | 28,737 | Same as above | Same as above |
- Grant date/value context: 275,000 PSUs granted Jan 2024; grant date fair value reported at $4,833,138 (ASC 718 assuming target achievement) .
Equity Awards – Inducement Stock Options (Granted Jan 3, 2023)
| Grant | Shares | Exercise Price | Vesting | Notes |
|---|---|---|---|---|
| Inducement Option 1 | 100,000 | $18.66 | Four equal quarterly installments through 12/31/2023 | Outside plan under Nasdaq 5635(c)(4) . |
| Inducement Option 2 | 75,000 | $30.00 | 36 equal monthly installments from 1/1/2023 (to 1/1/2026) | Portion granted at a >60% premium to market . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 193,607 shares; 1.6% of outstanding as of March 31, 2025 (based on 11,952,889 shares outstanding) . |
| Vested vs. unvested | Inducement options largely vested per schedules above; 2024 PSUs vest only upon share price hurdles plus time conditions; unearned PSUs forfeited if hurdles not met by May 18, 2026/2026 AGM . |
| Pledging/hedging | Company policy prohibits hedging and pledging by directors/officers . |
| Ownership guidelines | Not disclosed in 2024–2025 proxies; no guideline status provided (policy on hedging/pledging is explicit) . |
| Deferred Savings Plan match | Company matched 2024 deferrals with stock; for Hughes, 295 shares contributed in Jan 2025 . |
Employment Terms
| Provision | Non‑CIC Termination (without cause/for good reason) | Change‑in‑Control Window (2 months before to 12 months after CIC) |
|---|---|---|
| Cash severance | 1.0x base salary | 2.0x base salary |
| Bonus treatment | Prior year earned unpaid bonus + pro‑rated target bonus for year of termination | Prior year earned unpaid bonus + 2.0x target bonus |
| Health benefits | Subsidized coverage up to 12 months | Subsidized coverage up to 24 months |
| Equity acceleration | — | 100% acceleration of time‑based awards; performance awards pro‑rated based on actual performance; option post‑termination exercise extended 60 months (or balance of term) |
| Outplacement | Up to 12 months, not to exceed $15,000 (except death/disability) | 12 months, not to exceed $15,000 |
| Clawback | Awards subject to any company clawback policy . | |
| Excise tax policy | Legacy gross‑up expired in 2019; replaced with “better after‑tax” cut‑back approach (historical policy) . |
Board Service & Governance
- Roles: Executive Chairman and Interim CEO (appointed effective Jan 1, 2023); permanent CEO and director (appointed Jan 7, 2024) .
- Board leadership: Independent Chairman of the Board (Jack L. Wyszomierski), indicating separation of Chair/CEO roles .
- Independence: Board determined Hughes is not independent due to executive role; a majority of the Board is independent per Nasdaq standards .
- Committees: Standing Audit, Compensation, and Nominating & Governance Committees; CEO compensation decided by independent directors on recommendation of Compensation Committee .
- Committee composition highlights: 2023 Compensation Committee comprised of Franklin (Chair), Perry, Wyszomierski; 2024–2025 Audit Committee listed as Limber (Chair), Hernday, Wyszomierski .
- Meetings/attendance: Board held 11 meetings in 2023; all directors attended at least 75% of meetings/committees served .
- Director compensation (policy): Employee directors receive no additional director fees or equity for board service—a governance positive for potential conflicts .
Compensation Structure Analysis
- Mix shift toward performance equity: CEO equity shifted from sizeable 2023 inducement options ($2.289M grant date value) to 2024 PSUs with share‑price hurdles ($4.833M grant date value), increasing at‑risk, performance‑conditioned pay .
- Market‑aligned cash pay: CEO base set at $575k with 60% bonus target upon permanent appointment; broader NEO salary adjustments aimed to approximate peer median, indicating disciplined benchmarking with Compensia and dual peer groups (royalty/licensing and drug development) .
- Goal rigor: 2024 cash bonus based on TSR, completion of a “transformation deal,” and capital deployment; payout at 99% suggests near‑full achievement of strategically important milestones .
- Risk controls: Explicit prohibitions on hedging/pledging and clawback applicability reduce misalignment risks and speculative behavior .
Performance & Track Record Signals
- Corporate actions executed during tenure: Company name change to XOMA Royalty Corporation (effective July 10, 2024) with certificate signed by Hughes; signed 2025 merger/CVR agreements related to portfolio transactions (e.g., Turnstone, HilleVax) consistent with a royalty aggregation and portfolio monetization strategy .
- 2024 operational scorecard: Corporate objectives centered on TSR, transformation deal execution, and capital deployment; 99% bonus factor implies solid execution in first full CEO year .
Related Party & Risk Indicators
- Item 404(a) related‑party transactions: None reported for Hughes upon permanent CEO appointment .
- Hedging/pledging: Prohibited for directors/executives (mitigates collateral‑driven selling risk) .
- Golden parachute tax: Legacy excise tax gross‑up eliminated in 2019; replaced with better‑after‑tax provision (reduces shareholder‑unfriendly optics) .
Equity Ownership & Alignment (Detail Table)
| Holder | Beneficial Shares | % Outstanding | As‑of Date |
|---|---|---|---|
| Owen Hughes | 193,607 | 1.6% | March 31, 2025 |
Director Compensation (for employee‑director status)
- Policy: Employee directors are not paid board retainers/equity for board service; compensation provided through their executive role only .
Employment Terms (Concise Table)
| Item | Provision |
|---|---|
| Base/Target | $575,000 base; 60% bonus target (set Jan 2024) . |
| Non‑CIC Severance | 1.0x base; prior year earned bonus; pro‑rated target bonus; 12 months subsidized health; up to $15k outplacement . |
| CIC Severance (Double‑Trigger) | 2.0x base + 2.0x target bonus; prior year earned bonus; 24 months subsidized health; 100% time‑based equity accel; pro‑rated performance equity; 60‑month option exercise window; up to $15k outplacement . |
| Clawback | Awards subject to any company clawback policy . |
Investment Implications
- Overhang and catalyst dynamics: 275,000 PSUs vest upon sustained 30‑day VWAP hurdles at $30/$35/$40/$45 plus service requirements; achievement would both signal value creation and release equity that could add selling pressure near vesting dates or following price target attainment .
- Alignment and retention: Double‑trigger CIC economics (2x salary + 2x target bonus and equity acceleration) and multi‑year service‑based vesting on PSUs and options support retention and continuity, while hedging/pledging prohibitions reduce alignment risk .
- Pay‑for‑performance construct: 2024 bonus framework (TSR, transformation deal, capital deployment) with a 99% payout suggests compensated outcomes were tied to strategic execution; the shift to PSU‑heavy equity increases sensitivity to durable stock performance versus time‑based equity .
- Governance quality: Separation of Chair/CEO, independent committees overseeing CEO pay, employee‑director no‑fee policy, and clawback coverage indicate generally shareholder‑friendly governance around compensation and oversight .