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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, 2023

USD ($)

$ / $

Dec. 31, 2022

USD ($)

$ / $

Dec. 31, 2021

USD ($)

$ / $

Dec. 31, 2020

USD ($)

$ / $

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

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 four years, as well as their “compensation actually paid” (“CAP”), as calculated pursuant to the requirements of Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to our PEOs or Other NEOs during the applicable year and were not considered by our Compensation Committee at the time it made decisions with respect to our PEOs’ or Other NEOs’ compensation.

As described in more detail in the section of this Circular titled “Compensation Discussion and Analysis,” our performance-based incentive compensation is generally tied to the Corporation’s strategic and operational objectives, and we did not use financial measures to link executive compensation to our financial performance in the applicable years reported below. Accordingly, we have not included any “Company Selected Measure” or provided a tabular list of financial performance measures.


													Value of Initial Fixed $100 Investment Based on:
	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)
2023	$	10,117,829	$	13,866,708	N/A		N/A		$	3,059,837	$	4,111,123	$	351	$	115	$	182,393
2022		9,228,604		13,947,116	N/A		N/A			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	N/A		N/A			2,941,911		3,958,576		1,444,912		1,835,688		117		126		28,837

(1)

Mr. Mortimer served as our President and Chief Financial Officer for the year 2020 and through June 2, 2021, and has served as our President and Chief Executive Officer since June 3, 2021. His total compensation for 2023, 2022 and 2021 has been disclosed as amounts related to the first PEO. Dr. Pimstone served as our Chief Executive Officer for the year 2020 and through June 2, 2021. His total compensation for 2020 and 2021 has been disclosed as amounts related to the second PEO. The amounts reported in these columns represent the amounts of total compensation reported in the “Total” column of the Summary Compensation Table in each applicable year for the applicable 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. The U.S. dollar per Canadian dollar exchange rate used for such conversion was 0.7410, 0.7692, 0.7980 and 0.7461, which were the average Bank of Canada foreign exchange rates for the 2023, 2022, 2021 and 2020 fiscal years, respectively.

(2)

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


	2023						2022						2021									2020
	PEO - Ian Mortimer			Average for Other NEOs			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 Total	$	10,117,829		$	3,059,837		$	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		(9,051,114	)		(2,411,645	)		(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		12,261,591			3,267,069			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		982,419			343,908			1,263,011			478,051			1,479,078			2,919,034			111,424			305,345			125,819
Change in fair value (as of vesting date from prior year end) of prior years' option awards that vested during the year		(444,017	)		(148,046	)		155,483			124,668			501,049			905,556			35,769			(123,597	)		(48,136	)
Compensation Actually Paid	$	13,866,708		$	4,111,123		$	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,
	2023	2022	2021	2020
Expected term (in years)	4.69 – 6.72	5.36 – 6.94	4.67 – 7.21	4.77 – 7.32
Volatility	63.73 % – 73.51 %	68.08 % – 76.18 %	65.59 % - 77.46%	66.61 % - 70.15 %
Risk-free interest rate	3.47 % – 4.80 %	1.42 % – 4.20 %	0.48 % - 1.44 %	0.22 % - 1.42 %
Dividend yield	—	—	—	—

(4)

The amounts reported in this column represent the average amounts of total compensation reported in the “Total” column of the Summary Compensation Table in each applicable year for the Other NEOs. Compensation amounts paid to Mr. Mortimer, Ms. Aulin and Dr. Sherrington were paid in Canadian dollars and have been converted to U.S. dollars for purposes of the table. The U.S. dollar per Canadian dollar exchange rate used for such conversion was 0.7410, 0.7692, 0.7980 and 0.7461, which were the average Bank of Canada foreign exchange rates for the 2023, 2022, 2021 and 2020 fiscal years, respectively. The Other NEOs for each year are as follows:

2023 – Sherry Aulin, Christopher Kenney, Christopher Von Seggern and Robin Sherrington

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

2021 – Sherry Aulin and Christopher Kenney

2020 – Ian Mortimer and Ernesto Aycardi

(5)

Total shareholder return (“TSR”) represents the cumulative total return on $100 invested in our Common Shares on December 31, 2019 through the last trading day of the applicable fiscal year reported in the table. Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Corporation’s share price at the end and the beginning of the measurement period by the Corporation’s share price at the beginning of the measurement period. The Corporation has not paid any dividends to date.

(6)

Peer Group TSR represents the weighted cumulative total return on $100 invested on December 31, 2019 through the last trading day of the applicable fiscal year reported in the table, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Nasdaq Biotechnology Index for all four 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 Reports on Form 10-K for the years ended December 31, 2023 and December 31, 2022. We were not required to prepare a stock performance graph under Item 201(e) of Regulation S-K for the fiscal years ended December 31, 2021 and December 31, 2020, so we did not have a peer group for this purposes for those years.

(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 years as included in our Annual Reports on Form 10-K.

Named Executive Officers, Footnote

2023 – Sherry Aulin, Christopher Kenney, Christopher Von Seggern and Robin Sherrington

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

2021 – Sherry Aulin and Christopher Kenney

2020 – Ian Mortimer and Ernesto Aycardi

Peer Group Issuers, Footnote

(6)

Non-PEO NEO Average Total Compensation Amount

$ 3,059,837

$ 3,177,945

$ 1,971,967

$ 1,444,912

Non-PEO NEO Average Compensation Actually Paid Amount

$ 4,111,123

3,664,432

3,759,699

1,835,688

Adjustment to Non-PEO NEO Compensation Footnote

(2)


	2023						2022						2021									2020
	PEO - Ian Mortimer			Average for Other NEOs			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 Total	$	10,117,829		$	3,059,837		$	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		(9,051,114	)		(2,411,645	)		(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		12,261,591			3,267,069			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		982,419			343,908			1,263,011			478,051			1,479,078			2,919,034			111,424			305,345			125,819
Change in fair value (as of vesting date from prior year end) of prior years' option awards that vested during the year		(444,017	)		(148,046	)		155,483			124,668			501,049			905,556			35,769			(123,597	)		(48,136	)
Compensation Actually Paid	$	13,866,708		$	4,111,123		$	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

(3)


	Year Ended December 31,
	2023	2022	2021	2020
Expected term (in years)	4.69 – 6.72	5.36 – 6.94	4.67 – 7.21	4.77 – 7.32
Volatility	63.73 % – 73.51 %	68.08 % – 76.18 %	65.59 % - 77.46%	66.61 % - 70.15 %
Risk-free interest rate	3.47 % – 4.80 %	1.42 % – 4.20 %	0.48 % - 1.44 %	0.22 % - 1.42 %
Dividend yield	—	—	—	—