Xencor (XNCR) Proxy Filing summary

Executive summary

• Focused on advancing a pipeline of XmAb-engineered antibodies for cancer and autoimmune diseases, with key programs in T-cell engaging bispecific antibodies and anti-TL1A therapies for IBD, aiming for multiple clinical milestones in 2025 and beyond.

• Ended 2024 with $706.7 million in cash and equivalents, supporting continued R&D and clinical progress.

• Annual meeting scheduled for June 12, 2025, with proposals on director elections, auditor ratification, equity plan amendment, and executive compensation.

Voting matters and shareholder proposals

• Election of eight directors to serve until the next annual meeting.

• Ratification of KPMG LLP as the new independent registered public accounting firm for 2025.

• Approval of an amendment to the 2023 Equity Incentive Plan to add 3,000,000 shares for future grants.

• Advisory (non-binding) vote on executive compensation (say-on-pay).

Board of directors and corporate governance

• Board will reduce to eight members after the meeting, with a focus on diversity, independence, and relevant industry expertise.

• All current nominees are existing directors, with a mix of scientific, financial, and operational backgrounds.

• Board committees include Audit, Human Capital Management & Compensation, Nominating & Corporate Governance, and Research & Development.

• Strong emphasis on board independence, annual self-assessment, and ongoing director education.