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Get filing alertsXencor adopts executive severance policy with 15-month base pay and enhanced change-in-control terms
Filed April 27, 2026 · Period ending April 23, 2026 · ~1 min read
Key Changes
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Executives receive 15 months base salary plus health coverage if terminated without cause or resign for good reason; enhanced to include 15 months target bonus and full equity acceleration if termination occurs within change-in-control window (3 months before through 12 months after).
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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Policy covers named executive officers except the CEO; executives must sign participation agreements and release of claims to receive benefits.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
Summary
Xencor formalized severance protections for its executive team excluding the CEO. The policy provides 15 months of base salary and health coverage for qualifying terminations—either involuntary without cause or voluntary for good reason. The structure includes a double-trigger change-in-control provision: if a qualifying termination occurs within the three months before or 12 months after an acquisition, executives receive the standard benefits plus 15 months of target bonus, a prorated annual bonus, and immediate vesting of all outstanding equity.
For retail holders, this is a standard governance practice that aligns executive and shareholder interests during potential M&A scenarios. The double-trigger structure prevents windfall payments from change-in-control alone while ensuring management continuity during deal negotiations. The policy formalizes what may have been ad hoc arrangements, providing transparency into potential costs if the company is acquired or executives depart under qualifying circumstances.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Xencor adopted an executive severance policy providing 15 months base salary and benefits upon qualifying termination.
Added in current filing · verify on EDGAR →
On April 23, 2026, Xencor, Inc. (the “Company”) adopted the Xencor, Inc. Executive Severance Policy (the “Severance Policy”), pursuant to which certain executives of the Company, including the Company’s currently serving named executive officers with the exception of the Company’s Chief Executive Officer (our “NEOs”), are eligible to receive certain severance benefits as described in the Severance Policy.
The company established a new severance policy covering named executive officers except the CEO. Executives must sign a participation agreement to be eligible. This formalizes severance protections that may not have existed previously.
Added in current filing · verify on EDGAR →
in the event the Company terminates an NEO’s employment without Cause or the NEO resigns for Good Reason, (as such terms are defined in the Severance Policy) in either case, other than during the three month period prior to and ending 12 months following the date of a change in control of the Company (the “Change in Control Period”), and the NEO timely executes a general release of claims against the Company and it comes effective, the NEO will receive the following severance benefits: •a lump sum payment equal to 15 months of annual base salary; and •payment of COBRA premiums for continued health care coverage for a period of up to 15 months.
For qualifying terminations outside a change-in-control period, executives receive 15 months of base salary plus 15 months of health coverage. This applies when the company terminates without cause or the executive resigns for good reason, contingent on signing a release.
Added in current filing · verify on EDGAR →
in the event that the Company terminates an NEO’s employment without Cause or the NEO resigns for Good Reason, in either case during a Change in Control Period, and the NEO timely executes a general release of claims against the Company, the NEO will receive, in addition to the benefits listed above, bonus compensation equal to 15 months of such NEO’s target bonus, plus a prorated annual bonus and accelerated vesting of all of the NEO’s outstanding and unvested stock options and equity awards.
If a qualifying termination occurs within three months before or 12 months after a change in control, executives receive enhanced benefits: the standard 15-month salary and health coverage, plus 15 months of target bonus, a prorated annual bonus, and full acceleration of unvested equity. This double-trigger structure protects executives during acquisition scenarios.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 19, 2026 · How we verify