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Pay vs Performance Disclosure

5 Months Ended

7 Months Ended

12 Months Ended

Jun. 02, 2021

Dec. 31, 2021

Dec. 31, 2022

USD ($)

$ / $

Dec. 31, 2021

USD ($)

$ / $

Dec. 31, 2020

USD ($)

$ / $

Pay vs Performance Disclosure [Table]

Pay vs Performance [Table Text Block]

Pay versus Performance

The following table reports the compensation of our Chief Executive Officer (our Principal Executive Officer, or “PEO”) and the average compensation of the other Named Executive Officers (“Other NEOs”) as reported in the Summary Compensation Table in our proxy statements for the past three years, as well as their “compensation actually paid” (“CAP”), as calculated pursuant to recently adopted SEC rules and certain performance measures required by the rules. The CAP values included in the table below reflect a new measure of compensation which is a combined realizable and realized pay measure predicated on fair value. The grant date fair values of option awards included in the Summary Compensation Table have been replaced with fair values reflecting the change in value of option awards during the fiscal year. The calculations do not reflect the actual sale of stock underlying equity awards or the exercise of stock options by the executive.


	Summary Compensation Table Total for PEO - Ian Mortimer(1)		Compensation Actually Paid to PEO - Ian Mortimer(2)(3)		Summary Compensation Table Total for PEO - Simon Pimstone(1)		Compensation Actually Paid to PEO - Simon Pimstone(2)(3)		Average Summary Compensation Table Total for Other NEOs(4)		Average Compensation Actually Paid to Other NEOs(2)(3)		Xenon TSR(5)		Peer Group TSR(6)		Net Loss (in thousands)(7)
2022	$	9,228,604	$	13,947,116	$	—	$	—	$	3,177,945	$	3,664,432	$	301	$	111	$	125,373
2021		3,894,997		8,160,743		4,116,416		9,969,831		1,971,967		3,759,699		238		125		78,882
2020		—		—		2,941,911		3,958,576		1,444,912		1,835,688		117		126		28,837

(1)

Mr. Mortimer served as the President and Chief Financial Officer for the year 2020 through to June 2, 2021, and President and Chief Executive Officer since June 3, 2021. His total compensation for 2022 and 2021 have been disclosed as amounts related to the first PEO. Dr. Pimstone served as the Chief Executive Officer for the year 2020 through to June 2, 2021. His total compensation for 2020 and 2021 have been disclosed as amounts related to the second PEO. Compensation amounts paid to our PEOs were paid in Canadian dollars and have been converted to U.S. dollars for purposes of the table. For 2022, the U.S. dollar per Canadian dollar exchange rate used for such conversion was 0.7692, 0.7980 and 0.7461, which were the average Bank of Canada foreign exchange rates for the 2022, 2021 and 2020 fiscal years, respectively.

(2)

The 2022 Summary Compensation Table totals reported for the PEOs and the average of the Other NEOs for each year were subject to the following adjustments per Item 402(v)(2) (iii) of Regulation S-K to calculate “compensation actually paid”:


	2022						2021									2020
	PEO - Ian Mortimer			Average for Other NEOs			PEO - Ian Mortimer			PEO - Simon Pimstone			Average for Other NEOs			PEO - Simon Pimstone			Average for Other NEOs
Summary Compensation Table	$	9,228,604		$	3,177,945		$	3,894,997		$	4,116,416		$	1,971,967		$	2,941,911		$	1,444,912
Adjustments
Deduction for amounts reported under "Option Awards" in the Summary Compensation Table		(8,254,844	)		(2,643,857	)		(2,937,835	)		(3,104,921	)		(1,608,715	)		(2,154,135	)		(807,801	)
Year-end fair value of option awards granted during year that remained unvested as of last day of year		11,554,862			2,527,625			5,223,454			5,133,746			3,249,254			2,989,052			1,120,894
Change in fair value from last day of prior year to last day of year of unvested option awards		1,263,011			478,051			1,479,078			2,919,034			111,424			305,345			125,819
Change in fair value from prior years' option awards that vested during the year		155,483			124,668			501,049			905,556			35,769			(123,597	)		(48,136	)
Compensation Actually Paid	$	13,947,116		$	3,664,432		$	8,160,743		$	9,969,831		$	3,759,699		$	3,958,576		$	1,835,688

(3)

For purposes of calculating the CAP to each PEO and the average CAP to our Other NEOs, compensation related to equity awards was remeasured using a Black-Scholes option pricing model as of the applicable year-end date or, in the case of vested options, the vesting date. The Black-Scholes option pricing model requires us to make assumptions and judgments regarding the variables used in the calculation, including the expected remaining term, expected volatility, and the expected risk-free rate, and the assumptions we used for these variables are as follows:


	Year Ended December 31,
	2022	2021	2020
Expected term (in years)	5.36 – 6.94	4.67 – 7.21	4.77 – 7.32
Volatility	68.08 % - 76.18 %	65.59 % - 77.46%	66.61 % - 70.15 %
Risk-free interest rate	1.42 % - 4.20 %	0.48 % - 1.44 %	0.22 % - 1.42 %
Dividend yield	—	—	—

(4)

The Other NEOs for each year are as follows:

2022 – Sherry Aulin, Christopher Von Seggern, Christopher Kenney and Andrea DiFabio

2021 – Sherry Aulin and Christopher Kenney

2020 – Ian Mortimer and Ernesto Aycardi

(5)

Total shareholder return (“TSR”) is calculated by assuming that a $100 investment was made in our Common Shares or the shares represented by the peer group (as applicable) on December 31, 2019 and reinvesting all dividends until the last day of each reported fiscal year.

(6)

Peer Group TSR reflects the Nasdaq Biotechnology Index for all three fiscal years disclosed, which aligns with the peer group used for the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2022.

(7)

The amounts reported in this column represent the amount of net loss as reflected in the Corporation’s audited financial statements for the applicable year as included in our Annual Report on Form 10-K for the year ended December 31, 2022.

(8)

No tabular list of financial performance measures or “Company-Selected Measure” has been included because there were no financial performance measures used by the Corporation to link compensation actually paid to the NEOs, for the 2022 fiscal year, to company performance.

Named Executive Officers, Footnote [Text Block]

(1)

(4)

The Other NEOs for each year are as follows:

2022 – Sherry Aulin, Christopher Von Seggern, Christopher Kenney and Andrea DiFabio

2021 – Sherry Aulin and Christopher Kenney

2020 – Ian Mortimer and Ernesto Aycardi

Peer Group Issuers, Footnote [Text Block]

(6)

Non-PEO NEO Average Total Compensation Amount

$ 3,177,945

$ 1,971,967

$ 1,444,912

Non-PEO NEO Average Compensation Actually Paid Amount

$ 3,664,432

3,759,699

1,835,688

Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

(2)


	2022						2021									2020
	PEO - Ian Mortimer			Average for Other NEOs			PEO - Ian Mortimer			PEO - Simon Pimstone			Average for Other NEOs			PEO - Simon Pimstone			Average for Other NEOs
Summary Compensation Table	$	9,228,604		$	3,177,945		$	3,894,997		$	4,116,416		$	1,971,967		$	2,941,911		$	1,444,912
Adjustments
Deduction for amounts reported under "Option Awards" in the Summary Compensation Table		(8,254,844	)		(2,643,857	)		(2,937,835	)		(3,104,921	)		(1,608,715	)		(2,154,135	)		(807,801	)
Year-end fair value of option awards granted during year that remained unvested as of last day of year		11,554,862			2,527,625			5,223,454			5,133,746			3,249,254			2,989,052			1,120,894
Change in fair value from last day of prior year to last day of year of unvested option awards		1,263,011			478,051			1,479,078			2,919,034			111,424			305,345			125,819
Change in fair value from prior years' option awards that vested during the year		155,483			124,668			501,049			905,556			35,769			(123,597	)		(48,136	)
Compensation Actually Paid	$	13,947,116		$	3,664,432		$	8,160,743		$	9,969,831		$	3,759,699		$	3,958,576		$	1,835,688

Equity Valuation Assumption Difference, Footnote [Text Block]

(3)


	Year Ended December 31,
	2022	2021	2020
Expected term (in years)	5.36 – 6.94	4.67 – 7.21	4.77 – 7.32
Volatility	68.08 % - 76.18 %	65.59 % - 77.46%	66.61 % - 70.15 %
Risk-free interest rate	1.42 % - 4.20 %	0.48 % - 1.44 %	0.22 % - 1.42 %
Dividend yield	—	—	—