xncr-20250423

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x

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o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material under §240.14a-12


XENCOR, INC.
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


x			No fee required

o			Fee paid previously with preliminary materials

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

April 23, 2025

Fellow stockholder,

Xencor is a clinical development-stage biotechnology company advancing cutting-edge XmAb® engineered antibodies for patients affected by cancer and autoimmune disease. The plug-and-play nature of our XmAb Fc domains and our protein engineering expertise have enabled a broad pipeline of antibody-based drug candidates being developed for patients with high unmet clinical needs. We employ a focused approach to our research and development to provide best-in-class potential, with a long-term goal of commercializing our own medicines.

In September 2024, we presented a refreshed and focused clinical pipeline that draws on our exceptional strengths at engineering proteins and solving complex biological problems. We believe that the evolution of our pipeline moves us toward our strengths while minimizing biological uncertainty. Now in 2025, we are focused on advancing a pipeline of targeted T-cell engaging bispecific antibodies, such as XmAb819 (ENPP3 x CD3) and XmAb541 (CLDN6 x CD3), which we believe hold great potential for the treatment of patients with cancer, and plamotamab (CD20 x CD3) and XmAb657 (CD19 x CD3), which are designed to deplete autoreactive B cells, a validated approach for improving the outcomes of patients with autoimmune diseases.

An additional pillar of our pipeline is our set of two programs targeting the cytokine TL1A, where recent clinical evidence has validated TL1A as a key pathway in inflammatory bowel disease (IBD). XmAb942 is a high potency, extended half-life anti-TL1A antibody that may solve several liabilities presented by the first-generation anti-TL1A molecules. And our follow-on TL1A x IL-23p19 bispecific antibody could be a first-in-class molecule that in a single drug product could shut down two important inflammatory signaling pathways in IBD and could be a potentially transformative medicine for patients and clinicians, while avoiding the complexity of dosing two separate drugs. XmAb819, XmAb541, and XmAb942 are currently enrolling subjects into Phase 1 clinical studies, and we anticipate initiating a Phase 1b/2a study of plamotamab in patients with rheumatoid arthritis in the first half of 2025, followed by initiations during the second half of the year of a first-in-human study of XmAb657. XmAb942 is expected to enter a Phase 2 study in ulcerative colitis, the most common type of IBD, before the end of 2025.

We look forward to further progress across our partnered pipeline, with multiple candidates now being evaluated in or soon entering Phase 3 studies. We ended 2024 with cash, cash equivalents and marketable securities of $706.7 million, and under our current operating plans, we believe we can reach meaningful clinical decision points for all our active programs, focusing our resources on what we believe to be our biggest value drivers.

At this upcoming annual meeting, we are asking for stockholders to vote FOR the proposed amendment and restatement of our 2023 Equity Incentive Plan to increase the authorized shares reserved for issuance thereunder. Xencor’s future success depends on the ability to attract, retain and motivate highly qualified individuals across our entire organization, as competition for talent in the oncology and autoimmune fields of the biotechnology industry is expected to remain exceptionally strong. Our request for additional shares represents approximately 4.2% of our outstanding shares as of March 31, 2025, and is designed to last one year, and our research indicates that this is in line with other companies in the biotechnology industry. We believe our request is reasonable and necessary, taking a holistic and industry-based approach to evaluating equity proposals.

We appreciate your perspective. You are invited and most welcome to join us at our 2025 Annual Meeting of Stockholders on Thursday, June 12, 2025 at 1:00 p.m. PT at our laboratories and headquarters in Pasadena, California. As always, please reach out to our investor relations personnel to help increase your understanding of our business strategy and corporate governance practices.

Bassil I. Dahiyat, Ph.D.
President, Chief Executive Officer and Director

XENCOR, INC.

465 North Halstead Street, Suite 200

Pasadena, CA 91107

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 12, 2025

Dear Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Xencor, Inc., a Delaware corporation (the “Company”) to be held on Thursday, June 12, 2025 at 1:00 p.m. Pacific Time at the Company’s headquarters, 465 North Halstead Street, Suite 200, Pasadena, California 91107. We are holding the meeting for the following purposes:

1.To elect the eight nominees to the Board of Directors named in the accompanying Proxy Statement to serve until the next annual meeting and until their successors are duly elected and qualified;

2.To ratify the selection by the Audit Committee of the Board of Directors of KPMG LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2025;

3.To approve the proposed amendment and restatement of the Company's 2023 Equity Incentive Plan to increase the number of authorized shares reserved for issuance thereunder by 3,000,000 shares;

4.To approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, as disclosed in the accompanying Proxy Statement; and

5.To conduct any other business properly brought before the meeting or any adjournments or postponements thereof.

These items of business are more fully described in the Proxy Statement accompanying this Notice (the “Proxy Statement”).

The record date for the annual meeting is April 15, 2025. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. This Notice is being mailed to all stockholders of record entitled to vote at the annual meeting on or about April 24, 2025.

Our Board of Directors recommends that you vote FOR the election of each of the director nominees and FOR Proposals 2, 3 and 4.

If we decide to make any change in the date, time or location, or to hold the annual meeting virtually by remote communication, an announcement of such changes will be made through a press release that will also be filed with the Securities and Exchange Commission as additional proxy materials and we will post details on our website at https://investors.xencor.com. Please check our website in advance of the date of the annual meeting if you are planning to attend in person. If we elect to hold a virtual meeting, this will not have any impact on your ability to vote by proxy using the enclosed proxy card, vote by proxy on the internet or vote by proxy over the telephone, each as explained in the Proxy Statement. As always, we encourage you to vote your shares prior to the annual meeting.


			By Order of the Board of Directors


Pasadena, California			Celia E. Eckert
			Secretary

April 23, 2025


You are cordially invited to attend the annual meeting. Whether or not you expect to attend the meeting, please complete, date, sign and return the proxy mailed to you as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.


Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to Be Held on June 12, 2025: Our Notice of Annual Meeting of Stockholders, Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2024 will be available at www.proxydocs.com/XNCR.

TABLE OF CONTENTS


Questions and Answers About These Proxy Materials and Voting			2

Proposal 1 Election of Directors			8

Proposal 2 Ratification of Selection of Independent Registered Accounting Firm			13

Proposal 3 Approval of Proposed Amendment and Restatement of the Company's 2023 Equity Incentive Plan to Increase the Number of Authorized Shares Available for Issuance Thereunder by 3,000,000 Shares			16

Proposal 4 Advisory Vote on Executive Compensation			25

Corporate Governance			26

Report of the Audit Committee of the Board of Directors			30

Director Compensation			33

Transactions with Related Persons			35

Executive Officers			36

Executive Compensation Discussion and Analysis			38

Report of the Human Capital Management & Compensation Committee of the Board of Directors			52

Ratio of Annual Compensation for the CEO to Our Median Employee			62

Security Ownership of Certain Beneficial Owners and Management			63

Pay versus Performance			66



Householding of Proxy Materials			69

Other Matters			70

A nnex I - Xencor , Inc. Amended and Restated 2023 Equity Incentive Plan			71

XENCOR, INC.

465 North Halstead, Suite 200

Pasadena, CA 91107

PROXY STATEMENT

FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS

To be held on June 12, 2025

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why did I receive a notice regarding the availability of proxy materials on the internet?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the “Notice”) because the Board of Directors (sometimes referred to as “our Board” or “the Board”) of Xencor, Inc. (“Xencor” or the “Company”) is soliciting your proxy to vote at the 2025 Annual Meeting of Stockholders, including at any adjournments or postponements of the meeting. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.

We intend to mail the Notice on or about April 24, 2025 to all stockholders of record entitled to vote at the annual meeting.

Will I receive any other proxy materials by mail?

We may send you a proxy card, along with a second Notice, on or after April 24, 2025.

How can I attend the annual meeting?

The meeting will be held on Thursday, June 12, 2025 at 1:00 p.m. local time at the Company’s headquarters, 465 North Halstead Street, Suite 200, Pasadena, California 91107. Directions to the annual meeting may be found on our website at: www.xencor.com. Information on how to vote in person at the annual meeting is discussed below.

Who can vote at the annual meeting?

Only stockholders of record at the close of business on April 15, 2025 will be entitled to vote at the annual meeting. On this record date, there were 71,151,714 shares of common stock outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If on April 15, 2025 your shares were registered directly in your name with the Company’s transfer agent, Computershare, then you are a stockholder of record. As a stockholder of record, you may vote in person at the meeting, or vote by proxy. Whether or not you plan to attend the meeting, we urge you to vote by proxy ahead of the meeting to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on April 15, 2025 your shares were held not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name”. The Notice is being

forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to direct your broker, bank, or other agent regarding how to vote the shares in your account. You are also invited to attend the annual meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the meeting unless you request and obtain a valid proxy from your broker, bank, or other agent.

What matters will be voted on at the annual meeting?

There are four matters scheduled for a vote at the annual meeting:

•Proposal 1: Election of the eight nominees to the Board named in this Proxy Statement to serve until the next annual meeting and until their successors are duly elected and qualified;

•Proposal 2: Ratification of selection by the Audit Committee of the Board of KPMG LLP as independent registered public accounting firm of the Company for its fiscal year ending December 31, 2025;

•Proposal 3: Approval of the amendment and restatement of the Company's 2023 Equity Incentive Plan to increase the number of authorized shares reserved for issuance thereunder by 3,000,000 shares; and

•Proposal 4: Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers, as disclosed in this Proxy Statement.

No cumulative voting rights are authorized, and dissenters’ rights are not applicable to these matters.

What if another matter is properly brought before the meeting?

The Board knows of no other matters that will be presented for consideration at the annual meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

How do I vote?

For Proposal 1, you may either vote “For” all the nominees to the Board or you may “Withhold” your vote for any nominee you specify. For Proposals 2, 3 and 4, you may vote “For” or “Against” or abstain from voting.

The procedures for voting are as follows:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote at the annual meeting or vote by proxy. Proxy votes may be cast either over the telephone, through the internet, or by using a proxy card that you may request or that we may elect to deliver at a later time. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote even if you have already voted by proxy.

•To vote via the internet, please follow the instructions in the Notice or proxy card.

•To vote by telephone, please follow the instructions in the Notice or proxy card.

•To vote by mail, please complete, sign and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the annual meeting, we will vote your shares as you direct.

•To vote in person, please come to the annual meeting and we will give you a ballot when you arrive.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank, other agent, or nominee you should have received a Notice containing voting instructions from that organization rather than from Xencor. Simply follow the voting instructions in the Notice to ensure that your vote is counted. To vote in-person at the annual meeting, you must

obtain a valid proxy from your broker, bank, or other agent. Follow the instructions from your broker, bank, or other agent included with these proxy materials or contact your broker, bank, or other agent to request a proxy form.

Internet proxy voting will be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.

How many votes do I have?

Our common stock is the only class of voting stock we have. On each matter to be voted upon, you have one vote for each share of common stock you owned as of April 15, 2025.

What happens if I do not vote?

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the internet or in-person at the annual meeting, your shares will not be voted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares held in “street name” and do not instruct your broker, bank, other agent or nominee how to vote your shares, the question of whether your broker, bank, or other agent will still be able to vote your shares depends on whether the applicable stock exchange deems the particular proposal to be a “routine” matter. Brokers, banks, other agents and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under the rules and interpretations of the applicable stock exchange, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation (including any advisory stockholder votes on executive compensation), and certain corporate governance proposals, even if management-supported. Accordingly, your broker, bank, other agent or nominee may not vote your shares on Proposals 1 or 3 without your instructions but may vote your shares on Proposal 2.

What if I return a proxy card or otherwise vote but do not make specific choices?

If you are a stockholder of record and return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable: “For” the election of all eight nominees for director, “For” the ratification of selection by the Audit Committee of the Board of KPMG LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2025, “For” the approval of the proposed amendment and restatement of the Company's 2023 Equity Incentive Plan to increase the number of authorized shares available for issuance thereunder by 3,000,000 shares, and “For” the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers, as disclosed in this Proxy Statement. If any other matter is properly presented at the meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies, but if we engage a proxy solicitor, it will be paid a customary fee of approximately $12,500, plus out-of-pocket expenses. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each of the Notices to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Stockholder of Record: Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the final vote at the meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

•You may submit another properly completed proxy card with a later date.

•You may grant a subsequent proxy by telephone or through the internet.

•You may send a timely written notice that you are revoking your proxy to Xencor, Inc.’s Secretary at 465 North Halstead Street, Suite 200, Pasadena, California 91107.

•You may attend the annual meeting and vote at the meeting. Simply attending the meeting will not, by itself, revoke your proxy.

Your most current proxy card or telephone or internet proxy is the one that will be counted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If your shares are held in “street name” by your broker, bank, or other agent, you should follow the instructions provided by your broker, bank, or other agent.

When are stockholder proposals and director nominations due for next year’s annual meeting?

Under Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by December 24, 2025 and must otherwise comply with Rule 14a-8 under the Exchange Act. Any proposal received after December 24, 2025 will be considered untimely, and will not be included in next year’s proxy materials.

In addition, stockholders interested in submitting a proposal outside of Rule 14a-8 under the Exchange Act must properly submit a proposal in accordance with the Company’s second amended and restated bylaws (the “Bylaws”). Pursuant to the Bylaws, if you wish to submit a proposal (including a director nomination) at the meeting that is not to be included in next year’s proxy materials, your written request must be received by the Secretary for Xencor, Inc. between February 12, 2026 and March 14, 2026. However, if our 2026 Annual Meeting of Stockholders is not held between May 13, 2026 and July 12, 2026, under the Bylaws, this notice must be received not later than the close of business on the later of the 90th day prior to our 2026 Annual Meeting of Stockholders or the 10th day following the date on which public announcement of the date of our 2026 Annual Meeting of Stockholders is first made. You are also advised to review the Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations. In addition, to comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 13, 2026. All notices should be directed to the attention of the Secretary of Xencor, Inc. at 465 North Halstead Street, Suite 200, Pasadena, California 91107.

While our Board will consider proper stockholder proposals that are properly brought before the 2026 Annual Meeting of Stockholders, we reserve the right to omit from next year’s proxy materials stockholder proposals that we are not required to include under the Exchange Act, including Rule 14a-8 thereunder.

How are votes counted?

Votes will be counted by the inspector of election appointed for the meeting, who will separately count, for the Proposal 1, votes “For,” “Withhold” and broker non-votes; and, with respect to Proposals 2, 3 and 4, votes “For” and

“Against,” abstentions and, if applicable, broker non-votes. We do not expect to have broker non-votes on Proposal 2. The Bylaws provide that an action of our stockholders (other than the election of directors) is approved if a majority of the shares present or represented by proxy at the meeting and entitled to vote are in favor of such action, and the directors are elected by a plurality of the votes of the shares present or represented by proxy at the meeting and entitled to vote generally on the election of directors. Therefore, abstentions are not relevant to Proposal 1 and will have the same effect as “Against” votes with respect to Proposals 2, 3 and 4.

Abstentions and broker non-votes will be counted for purposes of calculating whether a quorum is present at the annual meeting. A broker non-vote will make a quorum more readily attainable but will not otherwise affect the outcome of the vote on any proposal.

What are “broker non-votes”?

As discussed above, when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed by the applicable stock exchange to be “non-routine,” the broker or nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.”

How many votes are needed to approve each proposal?

Ø For Proposal 1, the election of directors, the eight nominees receiving the most “For” votes from the holders of shares voting in person, by remote communication, if applicable, or represented by proxy at the meeting and entitled to vote on the election of directors will be elected. Only votes “For” are counted in determining whether a plurality has been cast in favor of a director nominee. If you “Withhold” authority to vote with respect to the election of some or all of the nominees, your shares will not be voted with respect to those nominees indicated. For a “Withhold” vote, your shares will be counted for purposes of determining whether there is a quorum but will not otherwise affect the outcome.

Ø To be approved, Proposal 2, ratifying the selection by the Audit Committee of the Board of KPMG LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2025, we must receive “For” votes from the holders of a majority of shares present in person, by remote communication, if applicable, or represented by proxy at the meeting and entitled to vote. If you mark your proxy to “Abstain” from voting, it will have the same effect as an “Against” vote. Because Proposal 2 is considered to be “routine”, we do not expect any broker non-votes on Proposal 2.

Ø To be approved, Proposal 3, approving the proposed amendment and restatement of the Company's 2023 Equity Incentive Plan to increase the number of authorized shares available for issuance thereunder by 3,000,000 shares, we must receive “For” votes from the holders of a majority of shares present in person, by remote communication, if applicable, or represented by proxy at the meeting and entitled to vote. If you mark your proxy to “Abstain” from voting, it will have the same effect as an “Against” vote. Because Proposal 3 is considered to be “non-routine”, broker non-votes will have no effect on the outcome.

Ø To be approved, Proposal 4, approving, by a non-binding advisory vote, the compensation of the Company’s named executive officers, as disclosed in this Proxy Statement, we must receive “For” votes from the holders of a majority of shares present in person, by remote communication, if applicable, or represented by proxy at the meeting and entitled to vote. If you mark your proxy to “Abstain” from voting, it will have the same effect as an “Against” vote. Because Proposal 4 is considered to be “non-routine”, broker non-votes will have no effect on the outcome.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares entitled to vote are present at the meeting in person or represented by proxy. On the record date, there were 71,151,714 shares outstanding and entitled to vote. Thus, the holders of 35,575,858 shares must be present or represented by proxy at the meeting to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank, or other agent or nominee) or if you vote at the meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares present at the meeting or represented by proxy may adjourn the meeting to another date.

How can I find out the results of the voting at the annual meeting?

Preliminary voting results will be announced at the annual meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the annual meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the meeting, we intend to file a Form 8-K to publish preliminary results, and within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

Do the Company’s officers and directors have an interest in any of the matters to be acted upon at the annual meeting?

Each of the eight director nominees set forth herein has an interest in Proposal 1 as each of them is either a nominee for director and is currently a member of the Board. Members of the Board and our executive officers do not have any interest in Proposal 2, the ratification of the appointment of our independent registered accounting firm. Members of our Board and our executive officers have an interest in Proposal 3, the approval of the proposed amendment and restatement of the Company's 2023 Plan (as defined below) to increase the number of authorized shares available for issuance thereunder by 3,000,000 shares, as members of our Board and our executive officers are eligible to receive awards under the A&R 2023 Plan (as defined below). Our named executive officers have an interest in Proposal 4, the compensation of the named executive officers, as executive officer compensation is subject to this non-binding advisory vote.

PROPOSAL 1

ELECTION OF DIRECTORS

BOARD SELECTION AND REFRESHMENT

Our Board has delegated responsibility for the review and recommendation of director nominees to the Nominating and Corporate Governance Committee. Upon the recommendation of the Company’s Nominating and Corporate Governance Committee (our “Nominating Committee”), a slate of directors is nominated by the Board and submitted to a stockholder vote annually. The Nominating Committee also reviews and recommends candidates for the Board as vacancies or newly created positions occur.

CONSIDERATIONS

The Nominating Committee identifies a diverse pool of potential director candidates for nomination using sources such as independent search firms and director recommendations. Potential candidates are comprehensively reviewed and interviewed by members of the Nominating Committee and other Board members, including our lead independent director. During these interviews, directors assess candidates on the basis of their skills and experience, their personal attributes and their expected contribution to the current mix of competencies and diversity of the Board. At the same time, we conduct due diligence and solicit feedback from other external sources.

Our Board currently consists of nine directors, and there are eight nominees for director this year. On September 30, 2024, Ms. Rosa-Bjorkeson provided notice to the Board of her intent not to stand for reelection to the Board at the meeting. Following the meeting, assuming each of the eight nominees is reelected, the size of our Board will automatically decrease to eight directors.

Each director to be elected and qualified will hold office until the next annual meeting of stockholders and until his or her successor is duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Each of the nominees listed below is currently a director of the Company. It is our policy to invite nominees for Board membership to attend the annual meeting. Five directors attended our 2024 Annual Meeting of Stockholders.

Directors are elected by a plurality of the votes of the holders of shares present at the annual meeting or represented by proxy and entitled to vote on the election of directors. The eight nominees receiving the highest number of affirmative votes will be elected. Although the Bylaws provide that all elections of directors shall be determined by a plurality of the votes of the shares present in person, by remote communication, if applicable, or represented by proxy at the meeting and entitled to vote generally on the election of directors, it is the policy of the Company that any nominee for director in an uncontested election that does not receive a majority of the votes cast (i.e., receives a greater number of votes “withheld” from his or her election than votes “for” his or her election) shall submit their offer of resignation for consideration by the Nominating Committee. The Nominating Committee will consider all of the relevant facts and circumstances and recommend to the Board the action to be taken with respect to such offer of resignation.

NOMINEES

The following is a brief biography of each nominee for director and a discussion of the specific experience, qualifications, attributes or skills of each nominee that led the Nominating Committee to recommend that person as a nominee for director, as of the date of this Proxy Statement.

The Nominating Committee seeks to assemble a diverse Board that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct the Company’s business. To that end, the Nominating Committee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members that bring diverse perspectives to complement and strengthen the skills of other members and also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating Committee views as critical to effective functioning of the Board. The brief biographies below include information, as of the date of this Proxy Statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or nominee that led the Nominating Committee to recommend that person as a nominee. However, each of the members of the Nominating Committee may have a variety of reasons why he or she believes a particular person would be an appropriate nominee for the Board, and these views may differ from the views of other members.

Each of the nominees has consented to serve if elected. If any of them becomes unavailable to serve as a director, our Board may designate a substitute nominee. In that case, the proxy holders will vote for the substitute nominee designated by our Board. Our Board has no reason to believe that any of the nominees will be unable to serve. There are no agreements or understandings pursuant to which any of the directors was selected to serve as a director. There are no family relationships between any director or director nominee and any other director or director nominee or any executive officer. There are no legal proceedings related to any of the directors or director nominees which must be disclosed pursuant to Item 103 or 401(f) of Regulation S-K.

Name

Age(1)

Position Held with the Company

Dr. Bassil I. Dahiyat

Director, President and Chief Executive Officer

Dr. Ellen G. Feigal

Director

Dr. Kevin C. Gorman

Director

Mr. Kurt A. Gustafson

Director

Dr. Barbara Klencke

Director

Dr. A. Bruce Montgomery

Director

Mr. Richard J. Ranieri

Director

Mr. Todd E. Simpson

Director

_________________________________________

(1)As of April 23, 2025.

Bassil I. Dahiyat, Ph.D. has served as our President and Chief Executive Officer since February 2005 and as a member of our Board since August 1997. He has led the Company in creating a diverse clinical-stage portfolio of engineered antibodies for the treatment of cancer and serious diseases, and has established alliances with leading biopharmaceutical companies that have resulted in three marketed drugs. Dr. Dahiyat has more than 25 years of experience in the biotechnology business, having co-founded Xencor in 1997. From 1997 to 2003, he served as our Chief Executive Officer, and from 2003 to 2005, served as our Chief Scientific Officer. Dr. Dahiyat currently serves on the board of directors of Kodiak Sciences Inc., a publicly traded biopharmaceutical company, and Terray Therapeutics, Inc., a privately held biotechnology company. In 2017, Dr. Dahiyat was awarded the Ernst & Young Entrepreneur of the Year in Technology for the Los Angeles Region and in 2005 was recognized as a technology pioneer by the World Economic Forum. Additionally, Dr. Dahiyat was named one of 2003’s Top 100 Young Innovators by MIT’s Technology Review magazine for his work on protein design and its development for therapeutic applications and has received awards from the American Chemical Society, the Controlled Release Society and the California Institute of Technology. Dr. Dahiyat holds a Ph.D. in chemistry from the California Institute of Technology and B.S. and M.S.E. degrees in biomedical engineering from Johns Hopkins University. We believe that Dr. Dahiyat’s experience in the pharmaceutical industry and as one of our founders qualifies him to serve on our Board.

Ellen G. Feigal, M.D. joined our Board in November 2018. Dr. Feigal has more than 30 years of drug development and healthcare regulatory experience. Dr. Feigal has served as a partner at NDA Partners, a strategy consulting firm, since November 2014, where she leads efforts in designing and executing product development and regulatory strategies in the product areas of biologics, including antibodies, cell and gene therapies, medical imaging, across a broad spectrum of disease areas, with a particular focus on hematology and oncology. She also currently serves as a member of the board of directors of NextCure, Inc., a publicly traded biopharmaceutical company, which she joined in October 2021, and as a member of the board of directors of Prescient Therapeutics Limited, a publicly traded biopharmaceutical company, which she joined in May 2023. Dr. Feigal is also adjunct faculty at the Sandra Day O'Connor College of Law, Arizona State University, a position she has held since April 2015, where she teaches Food & Drug Administration drug law and medical research ethics and law. Dr. Feigal previously served as senior vice president of research and development at the California Institute for Regenerative Medicine from 2011 to 2014; executive medical director, global development, at Amgen, Inc. (“Amgen”) from 2008 to 2011; and chief medical officer at Insys Therapeutics from 2007 to 2008. She was a founding director of the American Course on Drug Development and Regulatory Sciences at the University of California, San Francisco (“UCSF”), which she began in 2006 and directed through 2011. Dr. Feigal’s positions also included director of medical devices and imaging at the Critical Path Institute from 2006 to 2007, and vice president of clinical sciences at the Translational Genomics Research Institute from 2004 to 2007. From 1992 to 2004, she held leadership roles at the National Cancer Institute, where she directed the Division of Cancer Treatment and Diagnosis after serving as deputy director of the

division and as a senior investigator in the Cancer Therapy Evaluation Program. Dr. Feigal received her B.S. in biology and M.S. in molecular biology and biochemistry from University of California, Irvine, her M.D. from the University of California, Davis School of Medicine, completed an internal medicine residency at Stanford University and a hematology/oncology fellowship at UCSF. We believe that Dr. Feigal’s leadership and experience in regulatory affairs and drug development and her educational background qualify her to serve on our Board.

Kevin C. Gorman, Ph.D. joined our Board in April 2017. He has more than 30 years of experience in the life science business including senior roles in finance, business development and operations. He currently serves on the board of directors of Neurocrine Biosciences, Inc., a publicly traded biotechnology company (“Neurocrine”), which he joined in January 2008. Dr. Gorman is a founder of Neurocrine and served as its President and Chief Executive Officer from January 2008 to October 2024 after having served as Executive Vice President and Chief Operating Officer since September 2006 and prior to that, as Executive Vice President and Chief Business Officer and Senior Vice President of Business Development. From 1990 until 1993, Dr. Gorman was a principal of Avalon Medical Partners, L.P., where he was responsible for the early-stage founding of the company and several other biotechnology companies such as Onyx Pharmaceuticals, Inc., Metra Biosystems, Inc., Idun Pharmaceuticals, Inc. and ARIAD Pharmaceuticals, Inc. Dr. Gorman received his Ph.D. in immunology and M.B.A. in finance from the University of California, Los Angeles and did further post-doctoral training at The Rockefeller University. We believe that Dr. Gorman’s experience in biotechnology company leadership roles and his educational background qualify him to serve on our Board.

Kurt A. Gustafson joined our Board in July 2014. Mr. Gustafson has more than 25 years of diverse experience in corporate finance, with 20 years in senior management roles leading the finance departments of multi-faceted, dynamic and growth-oriented biopharmaceutical industry organizations. Mr. Gustafson has served as Chief Financial Officer of OmniAb Inc., a publicly traded biopharmaceutical company, since March 2022. From June 2013 to March 2022, he served as Executive Vice President and Chief Financial Officer of Spectrum Pharmaceuticals, Inc., a publicly traded biopharmaceutical company, and from April 2009 to June 2013, he served as Chief Financial Officer at Halozyme Therapeutics, Inc. (“Halozyme”), a publicly traded biopharmaceutical company. Before Halozyme, Mr. Gustafson worked at Amgen for over 18 years holding various positions in finance including Treasurer, Vice President, Finance and Chief Financial Officer of Amgen International based in Switzerland. Mr. Gustafson holds a Bachelor of Arts degree in accounting from North Park University in Chicago and an M.B.A. from University of California, Los Angeles. We believe Mr. Gustafson’s experience in biotechnology company leadership and finance and his educational background qualify him to serve on our Board.

Barbara J. Klencke, M.D. joined our Board in September 2023. Dr. Klencke has more than 20 years of biopharmaceutical product development experience. She currently serves on the boards of directors of TScan Therapeutics, Inc., a publicly traded biopharmaceutical company, which she joined in April 2023, ALX Oncology Holdings, Inc., a publicly traded biopharmaceutical company, which she joined in January 2025, and Immune-Onc, Inc., a privately held biopharmaceutical company, which she joined in September 2022. Dr. Klencke previously served as the Chief Medical Officer and Chief Development Officer of Sierra Oncology, Inc. ("Sierra"), a publicly traded clinical-stage biopharmaceutical company from June 2015 to December 2023, where she built a highly effective clinical development organization and led its strategy and execution, culminating in the approval of OJJAARA® for myelofibrosis after Sierra’s acquisition by GSK. While at Sierra, she concurrently served as a member of the board of directors of Lexent Bio, Inc., a publicly traded biopharmaceutical company, from October 2017 to June 2020. From 2011 to 2015, Dr. Klencke served as senior vice president of global development at Onyx Pharmaceuticals, where she led development and execution for Onyx’s pipeline programs, including the approval of KYPROLIS® for multiple myeloma, through the company’s acquisition by Amgen Inc. in 2013. Between 2003 and 2011, she served as a group medical director at Genentech, where she led product development strategies for several early- and late-stage oncology programs, including KADCYLA®, AVASTIN® and TARCEVA®. Dr. Klencke completed Internal Medicine and Hematology/Oncology training at the University of California, San Francisco and remained there as an Assistant Professor of Medicine in Oncology focusing on clinical research from 1995 to 2002. She holds a B.S. from Indiana University and an M.D. from the University of California, Davis. We believe that Dr. Klencke’s significant scientific expertise in drug development and biotechnology and her educational background qualify her to serve on our Board.

A. Bruce Montgomery, M.D. joined our Board in March 2015. Dr. Montgomery has more than 30 years of drug development, operations and financing experience, including positions at Genentech, Inc., Pathogenesis Corporation, Corus Pharma and Gilead Sciences, Inc. (“Gilead”). From February 2017 to October 2022, he served as Chief Executive Officer and a member of the board of directors of Avalyn Pharma Inc. (formerly Genoa Pharmaceuticals Inc.), a private biotechnology company. From April 2011 to December 2016, he was Chief Executive Officer and a member of the board of directors of Cardeas Pharma Corporation, a private biotechnology company that he founded in 2010. From August 2006

to May 2011, Dr. Montgomery served as Senior Vice President of Gilead and prior to that, served for six years as Chief Executive Officer of Corus Pharma, Inc., a specialized biotechnology company that he founded, which was acquired by Gilead in 2006. While at Gilead, Dr. Montgomery successfully led the development of CAYSTON® as a treatment for cystic fibrosis patients. Dr. Montgomery also served as Executive Vice President of Research and Development at PathoGenesis Corporation until its acquisition by Chiron Corporation in 2000. Dr. Montgomery previously served as a board member for the following publicly traded companies: ZymoGenetics, Inc. (acquired by Bristol-Myers Squibb Company in 2010), Alder BioPharmaceuticals, Inc. (acquired by Lundbeck A/S in 2019) and Cytodyn, Inc. Dr. Montgomery is a board-certified internist and pulmonologist. Dr. Montgomery received his B.S. in chemistry (magna cum laude, Outstanding Chemistry Major (Merck Award)), and M.D. (Alpha Omega Alpha Honor Medical Society) from the University of Washington, Seattle. We believe that Dr. Montgomery’s executive leadership experience in pharmaceutical and biotechnology company drug development and his educational background qualify him to serve on our Board.

Richard J. Ranieri joined our Board in December 2017. Mr. Ranieri has more than 40 years of senior level biopharmaceutical human resource experience. He has served as a senior advisor to BioMarin Pharmaceutical Inc. (“BioMarin”) since January 2019, and from September 2013 through December 2018, he served as executive vice president of human resources and corporate affairs at BioMarin. Previously Mr. Ranieri served as executive vice president, human resources at Dendreon Pharmaceuticals from 2010 to 2013, and as executive vice president, human resources and administration at Sepracor, Inc. from 2008 to 2010. Earlier in his career, Mr. Ranieri served in executive positions at Neurocrine, Genencor International, and SmithKline Beecham. He received a B.A. in social science and accounting from Villanova University, and an M.A. in organizational development from Rider University. We believe that Mr. Ranieri’s leadership experience in human resources with biotechnology organizations qualifies him to serve on our Board.

Todd E. Simpson joined our Board in March 2025. Mr. Simpson has more than 40 years of experience in chief financial officer (CFO) roles at multiple biopharmaceutical companies and in public accounting. Most recently he served as CFO at Seagen Inc. from October 2005 through its acquisition in 2023. As Seagen’s CFO for 18 years, Mr. Simpson played an important role in the development, launch, and commercialization of four oncology drugs across more than a dozen labeled indications in the United States. He was also instrumental in Seagen’s international expansion, leading to the commercialization of medicines in the Americas and Europe. Mr. Simpson led a range of functions including global finance, strategic planning, tax, treasury, corporate real estate, facilities, investor relations, corporate communications and information technologies, among others. Prior to joining Seagen, he served in executive roles at Targeted Genetics, Aastrom Biosciences and Telios Pharmaceuticals. Mr. Simpson currently serves on the board of directors of Shape Therapeutics, a privately held biotechnology company, and he previously served on the boards of directors of Neoleukin Therapeutics, Aquinox Pharmaceuticals, and Life Science Washington (formerly Washington Biotech and Biomedical Association). Mr. Simpson is a certified public accountant (inactive), and early in his career he practiced public accounting with Ernst & Young LLP for nearly a decade. He received a B.S. in Accounting and Computer Science from Oregon State University. We believe Mr. Simpson’s experience in biotechnology company leadership and finance qualify him to serve on our Board.

Board Matrix (as of April 23, 2025)

Dahiyat

Feigal

Gorman

Gustafson

Klencke

Montgomery

Ranieri

Simpson

Skills and Experience

Financial Expertise

●

Biotechnology

●

Public Company Board

●

Regulatory

●

Research & Development

●

Senior Management

●

Business Development

●

Human Capital Management

●

Governance/Business Ethics

●

Tenure and Independence

Tenure (years)

Independence

●

Demographics

Age

Gender Identity

Hispanic or Latina

White

●

Two or More Races or Ethnicities

Directors who identify as Middle Eastern: 1

THE BOARD UNANIMOUSLY RECOMMENDS

A VOTE IN FAVOR OF EACH NAMED NOMINEE.

PROPOSAL 2

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

The Audit Committee has selected KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 and has further directed that management submit the selection of independent registered public accounting firm for ratification by the stockholders at the annual meeting. KPMG LLP has served as our independent registered public accounting firm since March 3, 2025 and has not audited any of the Company’s prior financial statements. Prior to KPMG LLP’s appointment, RSM US LLP served as our independent registered public accounting firm. Representatives of KPMG LLP are expected to be present at the annual meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither the Company’s Bylaws nor other governing documents or law require stockholder ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm. However, the Audit Committee is submitting the selection of KPMG LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent auditors at any time during the year if it determines that such a change would be in the best interest of the Company and its stockholders.

THE BOARD UNANIMOUSLY RECOMMENDS

A VOTE IN FAVOR OF PROPOSAL 2.

CHANGE IN CERTIFYING ACCOUNTANT

On February 27, 2025, the Audit Committee dismissed RSM US LLP (“RSM”) as the Company’s independent registered public accounting firm, effective immediately. RSM served as the Company’s independent registered public accounting firm from 2015 through February 27, 2025.

The reports of RSM on the Company’s consolidated financial statements for the fiscal years ended December 31, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit reports of RSM on the effectiveness of internal control over financial reporting as of December 31, 2024 and 2023 indicated that the Company did not maintain effective internal control over financial reporting as of December 31, 2024 and 2023 because of the material weaknesses described below.

During the fiscal years ended December 31, 2024 and 2023 and the subsequent interim period through February 27, 2025, the Company believes there have been no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with RSM on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of RSM, would have caused RSM to make reference thereto in their reports on the consolidated financial statements for such fiscal years.

During the fiscal years ended December 31, 2024 and 2023 and the subsequent interim period through February 27, 2025, there have been no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K), except that the Company identified the following material weaknesses in the Company’s internal control over financial reporting to have existed as of December 31, 2024 and 2023: (i) a deficiency in the design of controls related to the Company’s review of the accounting treatment of the proceeds from the sale of future royalties as part of our non-routine transactions, and (ii) a deficiency in the design of controls related to the evaluation of certain tax legislation, which together led to the restatement of the Company’s audited financial statements for the year ended December 31, 2023 and the unaudited financial statements for the quarterly periods ended March 31, 2024, June 30, 2024 and September 30, 2024. The Company has implemented a remediation plan to address each of these material weaknesses. Additionally, as previously reported, on February 7, 2025, the Company was advised by, and received notice from, RSM that disclosure should be made and action should be taken to prevent future reliance on (i) the Reports of Independent Registered Public Accounting Firm, dated February 28, 2024, relating to the Company’s internal control over financial reporting and consolidated financial statements for the year ended December 31, 2023, and (ii) the completed interim reviews for the interim periods ended March 31, 2024, June 30, 2024 and September 30, 2024, and that RSM has recalled its reports, dated February 28, 2024, on the Company’s 2023 internal control over financial reporting and the 2023 financial statements. Additionally, the Company identified a material weakness in its internal control over financial reporting related to the design and operating deficiencies in the impairment analysis of its equity investment in Zenas, specifically related to securities without a readily determinable fair value, to have existed as of the quarterly periods ended March 31, 2024 and June 30, 2024. This material weakness was remediated as of the quarterly period ended September 30, 2024.

The Company provided RSM with a copy of the foregoing disclosures, and RSM provided a letter, dated March 12, 2025, stating that it agreed with such statements. This letter was included in the Company’s current report on Form 8-K/A, filed with the SEC on March 13, 2025.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table represents aggregate fees billed to the Company for the fiscal years ended December 31, 2024 and December 31, 2023, by RSM US LLP, the Company’s prior principal accountant. All fees described below were pre-approved by the Audit Committee.


	Fiscal Year Ended
	2024		2023
	(in thousands)
Audit Fees (1)	$	882	$	946
Audit-Related Fees (2)	209		169
Tax Fees (3)	10		63
Total	$	1,101	$	1,178

_________________________________________

(1)Audit fees for 2024 and 2023 were for professional services rendered for the audits of our integrated financial statements and reviews of quarterly financial statements.

(2)Audit-related fees were for assurance and related services that are traditionally performed by our independent registered public accounting firm and not reported under the caption “Audit Fees”.

(3)Tax fees were for professional services rendered for tax compliance, consultation, and planning.

PRE-APPROVAL POLICIES AND PROCEDURES.

The Audit Committee pre-approves all audit and non-audit services rendered by the Company’s independent registered public accounting firm. This policy is set forth in the charter of the Audit Committee and is available on the Corporate Governance section of our website.

PROPOSAL 3

APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE XENCOR, INC. 2023 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF AUTHORIZED SHARES AVAILABLE FOR ISSUANCE THEREUNDER BY 3,000,000 SHARES

On April 18, 2025, on the recommendation of the Human Capital Management & Compensation Committee ("HCMCC"), our Board approved an amendment and restatement of the Xencor, Inc. 2023 Equity Incentive Plan (the “2023 Plan” and as amended and restated, the “A&R 2023 Plan”) to increase the number of authorized shares available for issuance thereunder by 3,000,000 shares of common stock, subject to approval by our stockholders at the annual meeting.

On April 20, 2023, on the recommendation of the HCMCC, our Board approved the 2023 Plan, subject to approval by our stockholders at the 2023 Annual Meeting. On June 14, 2023, our stockholders approved the 2023 Plan and it became effective on that date. The 2023 Plan replaced and superseded our 2013 Equity Incentive Plan (the “2013 Plan”) and no awards were granted under the 2013 Plan thereafter.

The Board believes that our future success depends on our ability to attract and retain the best available employees and that the ability to grant equity awards is a necessary and powerful recruiting and retention tool for the Company. The Company’s personnel are our most valuable assets. We believe that equity awards motivate high levels of performance, align the interests of our personnel and stockholders by giving our personnel an opportunity to hold an ownership stake in the Company, and provide an effective means of recognizing their contributions to our success.

As of March 31, 2025, excluding the proposed share reserve increase, 1,734,971 shares remain available for issuance under the 2023 Plan and 15,751,608 shares were subject to outstanding awards granted pursuant to our 2023 Plan and 2013 Plan. If our stockholders do not approve the amendment and restatement of the 2023 Plan, the 2023 Plan will continue to be administered in its current form. We annually grant ongoing awards to nearly all of our employees in March of each year as part of our long-term incentive compensation structure. Based on our forecasted share usage, we estimate that as of the next planned annual grant date in 2026, our share reserve will be insufficient to grant equity awards consistent with our peers and our historical practices. Competition for qualified personnel in our industry is significant and having a sufficient number of shares available for equity awards is important to enhance our ability to attract and retain senior management, employees and consultants.

If approved by our stockholders, the amendment and restatement of the 2023 Plan will increase the maximum number of shares of common stock available for grant under the 2023 Plan by an additional 3,000,000 shares, from 1,734,971 shares to 4,734,971 shares, all of which are issuable as incentive stock options. There are no other changes to the 2023 Plan.

If the A&R 2023 Plan is approved by our stockholders, an aggregate of 4,734,971 shares of common stock will be reserved for issuance under the A&R 2023 Plan. which are expected to provide us with sufficient shares to cover the awards to be granted over the next year, assuming that we continue to grant awards consistent with our historical usage and current practices, as reflected in our recent historical burn rate discussed below, and noting that future circumstances may require us to change our current equity grant practices. The Board took into account, among other things, our stock price and volatility, share usage, burn rate and dilution (or “overhang percentage”), and the existing terms of our outstanding awards to determine the size of the increase of the share reserve for the A&R 2023 Plan. As described below in more detail, the A&R 2023 Plan includes a number of provisions intended to protect stockholder interests and reflect good corporate governance practices, including a fixed share reserve that does not have an evergreen share reserve increase feature as well as a requirement that stockholders must approve any proposed option repricings.

The A&R 2023 Plan is described in more detail below. A copy of the proposed A&R 2023 Plan is attached as Annex I.

Overview

The following is a summary description of the A&R 2023 Plan. The summary is not a complete statement of the A&R 2023 Plan and is qualified in its entirety by reference to the complete text of the A&R 2023 Plan, a copy of which is attached hereto as Annex I.

Background of the 2023 Plan and the A&R 2023 Plan

The 2023 Plan became effective on June 14, 2023. If stockholder approval is obtained, the A&R 2023 Plan will become effective on the date of such approval.

If the A&R 2023 Plan is not approved by our stockholders, the 2023 Plan will remain in effect and we will continue to be able to grant equity awards under the 2023 Plan until the share reserve under the 2023 Plan is exhausted. We believe our ability to recruit and retain top talent will be adversely affected if the A&R 2023 Plan is not approved.

Grant Practices

During the past three fiscal years, we granted equity awards under our 2023 Plan and our 2013 Plan as summarized in the chart below. Our three-year average burn rate was approximately 5.16% for fiscal years 2022 through 2024 (see chart below for a calculation of our three-year burn rate).

We define “burn rate” as the number of stock-based equity awards granted during the year, divided by the weighted average total number of shares of common stock outstanding.

The burn rate figures included below are based on equity awards granted under our 2023 Plan and our 2013 Plan. As we continue to mature our compensation practices, we strive to achieve a burn rate and overhang at approximately the average rates of our peer group and that enable us to remain competitive in the marketplace, which is dependent upon our ability to attract, retain and motivate highly qualified talent.


Fiscal Year	Options Granted	Full-Value Awards (RSUs) Granted	Weighted Average Number of Common Stock Outstanding	Burn Rate
2022	2,135,233	875,330	59,652,461	5.05%
2023	2,080,732	994,351	60,503,283	5.08%
2024	2,401,251	1,078,070	65,041,265	5.35%

Dilution and Overhang

A company's overhang reflects potential dilution of shareholders' ownership by actual share-based awards as well as shares available for grant. In determining the number of shares that would become available pursuant to the A&R 2023 Plan, the HCMCC considered the resulting overhang as an additional metric to measure the cumulative effect of equity compensation.

The following information regarding outstanding equity awards and shares available for future awards under all existing equity compensation plans as of March 31, 2025 is provided to facilitate our shareholders' evaluation of this proposal.


Overhang Detail as of March 31, 2025
Stock options outstanding	13,727,316
Weighted-average exercise price	27.12
Weighted-average remaining term	6.24	years
Shares subject to outstanding full-value awards	2,024,292
Shares that remain available for future issuance under 2023 Plan	1,734,971
Proposed additional shares to be reserved under A&R 2023 Plan	3,000,000
Total common stock outstanding	71,136,529

Accordingly, the Board believes that the proposed increase to the share reserve pursuant to the A&R 2023 Plan is reasonable given anticipated grant practices over the next year. This number of shares should allow us to continue to grant awards to our employees, consultants, officers and directors, which have been successful in attracting high-performing personnel and generating stockholder value, going forward and to be able to respond to growth, market competition and potential stock price fluctuations.

Good Governance and Compensation Practices

The A&R 2023 Plan contains a number of provisions that we believe are consistent with the interests of our stockholders and good corporate governance and compensation practices, including:

•No evergreen provision;

•No option repricing without stockholder approval;

•No “liberal” change in control definition;

•No dividends on unvested awards;

•No excise tax gross ups;

•No automatic single trigger acceleration on a change in control;

•Minimum exercise price; and

•Limits on non-employee director cash and equity compensation.

Summary of the A&R 2023 Plan

Purpose of the A&R 2023 Plan

The purpose of the A&R 2023 Plan is to secure and retain the services of employees, directors and consultants, to provide incentives for such persons to exert maximum efforts for our success and to provide a means by which such persons may be given an opportunity to benefit from increases in value of our common stock through the granting of awards under the A&R 2023 Plan. We believe that the awards to be issued under the A&R 2023 Plan will motivate award recipients to offer their maximum effort to us and help focus them on the creation of long-term value consistent with the interests of our stockholders. We believe that grants of incentive awards are necessary to enable us to attract and retain top talent.

Awards

The A&R 2023 Plan provides for the grant of incentive stock options (“ISOs”) within the meaning of Section 422 of the Code to our employees and our parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards, and other forms of awards to our employees, directors and consultants and any of our affiliates’ employees and consultants. As of March 31, 2025, there were approximately 256 employees, including five executive officers, and eight non-employee directors eligible to be granted awards under the A&R 2023 Plan.

Authorized Shares

If the A&R 2023 Plan is approved by our stockholders, the maximum number of shares of our common stock that may be issued under the A&R 2023 Plan after it becomes effective will be 9,343,546 shares. If the A&R 2023 Plan is approved by our stockholders, the aggregate maximum number of shares of our common stock that may be issued on the exercise of ISOs under the A&R 2023 Plan is 9,343,546 shares. All of the foregoing share numbers are subject to adjustment as necessary to implement any changes in our capital structure (as described below). The closing price of a share of our common stock on March 31, 2025 was $10.64 per share.

Shares of our common stock subject to awards that will be granted under the A&R 2023 Plan that expire or terminate without being exercised in full will not reduce the number of shares available for issuance under the A&R 2023 Plan. The settlement of any portion of an award in cash will not reduce the number of shares of our common stock available for issuance under the 2023 Plan. Shares of our common stock that are withheld under an award to satisfy the exercise, strike or purchase price of an award or to satisfy a tax withholding obligation will not reduce the number of shares that will be available for issuance under the 2023 Plan. With respect to a stock appreciation right, only shares of our common stock that are issued upon settlement of the stock appreciation right will count towards reducing the number of shares available for issuance under the 2023 Plan. If any shares of our common stock issued pursuant to an award are forfeited back to or repurchased or reacquired by us (i) because of a failure to meet a contingency or condition required for the vesting of such shares, (ii) to satisfy the exercise, strike or purchase price of an award, or (iii) to satisfy a tax withholding obligation in

connection with an award, the shares that are forfeited or repurchased or reacquired will revert to and again become available for issuance under the 2023 Plan.

Plan Administration

Our Board, or a duly authorized committee of our Board, administers the A&R 2023 Plan. Our Board, or a duly authorized committee of our Board, may, in accordance with the terms of the A&R 2023 Plan, delegate to one or more of our officers the authority to (i) designate employees (other than officers) to be recipients of specified awards, and to the extent permitted by applicable law, the terms of such awards, and (ii) determine the number of shares of our common stock to be subject to such awards granted to such employees. Under the A&R 2023 Plan, our Board, or a duly authorized committee of our Board, has the authority to determine: award recipients, how and when each award will be granted, the types of awards to be granted, the provisions of each award, including the period of exercisability and the vesting conditions applicable to an award, and the number of shares of our common stock or cash equivalent subject to each award and the fair market value applicable to an award.

Under the A&R 2023 Plan, (i) our Board will not, without stockholder approval, (a) reduce the exercise or strike price of an option or stock appreciation right (other than in connection with a capitalization adjustment), and (b) at any time when the exercise or strike price of an option or stock appreciation right is above the fair market value of a share of our common stock, cancel and re-grant or exchange such option or stock appreciation right for a new award with a lower (or no) purchase price or for cash, and (ii) a participant’s rights under any award will not be materially adversely impaired by any amendment without the participant’s written consent.

Stock Options

Options will be granted under stock option agreements adopted by our Board. Each option will be designated in writing as an ISO or an NSO. Our Board will determine the exercise price for options, within the terms and conditions of the A&R 2023 Plan, except the exercise price of an option generally will not be less than 100% (or 110% in the case of ISOs granted to a person who owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any of our parent or subsidiary corporations, or a “ten percent stockholder”) of the fair market value of our common stock on the date of grant. Options granted under the A&R 2023 Plan will vest at the rate specified in the stock option agreement as will be determined by our Board and unless otherwise provided in the award agreement, the unvested portion of any option will accelerate in full upon a termination of the participant’s continuous service due to the participant’s death (and if there are multiple vesting levels depending on the level of performance, the vesting will accelerate at 100% of the target performance level upon such termination). The terms and conditions of separate options need not be identical.

No option will be exercisable after the expiration of ten years (or five years in the case of ISOs granted to a ten percent stockholder) or a shorter period specified in the applicable award agreement. Unless the terms of a written agreement between us and the recipient, including a stock option agreement, provide otherwise, if an optionholder’s service relationship with us or any of our affiliates ceases for any reason other than disability, death or cause, the optionholder may generally exercise any vested options for a period of three months following the cessation of service. If an optionholder’s service relationship with us or any of our affiliates ceases due to death, or an optionholder dies within a certain period following cessation of service, the optionholder or a beneficiary may generally exercise any vested options for a period of 18 months following the date of death. If an optionholder’s service relationship with us or any of our affiliates ceases due to disability, the optionholder may generally exercise any vested options for a period of 12 months following the cessation of service. In the event of a termination for cause, all options (whether vested or unvested) terminate upon the termination date. An optionholder may not exercise an option at any time if the issuance of shares upon such exercise would violate applicable law. Unless provided otherwise in the optionholder’s stock option agreement or other written agreement between an optionholder and us, if an optionholder’s service relationship with us or any of our affiliates ceases for any reason other than for cause and, at any time during the last 30 days of the applicable post-termination exercise period: (i) the exercise of the optionholder’s option would be prohibited solely because the issuance of shares upon such exercise would violate applicable law, or (ii) the immediate sale of any shares issued upon such exercise would violate our trading policy, then the applicable post-termination exercise period will be extended to the last day of the calendar month that begins after the date the award would otherwise expire, with an additional extension of the exercise period to the last day of the next calendar month to apply if any of the foregoing restrictions apply at any time during such extended exercise period. However, in no event may an option be exercised beyond the expiration of its term.

Acceptable consideration for the purchase of our common stock issued upon the exercise of an option will be determined by our Board and may include (i) cash or check, bank draft or money order payable to us, (ii) a broker-assisted cashless exercise, (iii) subject to certain conditions, the tender of shares of our common stock previously owned by the optionholder, (iv) a net exercise of the option if it is an NSO, or (v) other legal consideration acceptable to our Board.

Limitations on ISOs

The aggregate fair market value, determined at the time of grant, of our common stock with respect to ISOs that are exercisable for the first time by an optionholder during any calendar year under all of our stock plans or plans of our affiliates may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as NSOs. No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any of our parent or subsidiary corporations unless (i) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant, and (ii) the term of the ISO does not exceed five years from the date of grant.

Restricted Stock Unit Awards

Subject to the terms of the A&R 2023 Plan, each restricted stock unit award will have such terms and conditions as determined by our Board, which need not be identical. A restricted stock unit award represents a participant’s right to be issued on a future date the number of shares of our common stock that is equal to the number of restricted stock units subject to the award. A participant will not have voting or any other rights as a stockholder of ours with respect to any restricted stock unit award (unless and until shares are actually issued in settlement of a vested restricted stock unit award). A restricted stock unit award may be settled by cash, delivery of stock (or any combination of stock and cash), or in any other form of consideration determined by our Board and set forth in the restricted stock unit award agreement. At the time of grant, our Board may impose such restrictions or conditions on the award of restricted stock units that delay delivery to a date following the vesting of the award. Additionally, dividend equivalents may be paid or credited in respect of shares of our common stock covered by a restricted stock unit award. Except as otherwise provided in the applicable award agreement, or other written agreement between us and the recipient, restricted stock unit awards that have not vested will be forfeited once the participant’s continuous service ends for any reason and the unvested restricted stock units will accelerate in full upon a termination of the participant’s continuous service due to the participant’s death (and if there are multiple vesting levels depending on the level of performance, the vesting will accelerate at 100% of the target performance level upon such termination).

Restricted Stock Awards

Restricted stock awards will be granted under restricted stock award agreements adopted by our Board. A restricted stock award may be awarded in consideration for cash, check, bank draft or money order, past services to us or any of our affiliates, or any other form of legal consideration that may be acceptable to our Board and permissible under applicable law. Our Board will determine the terms and conditions of restricted stock awards, including vesting and forfeiture terms, which need not be identical and unless otherwise provided in the award agreement, the unvested shares of restricted stock will accelerate in full upon a termination of the participant’s continuous service due to the participant’s death (and if there are multiple vesting levels depending on the level of performance, the vesting will accelerate at 100% of the target performance level upon such termination). Dividends may be paid or credited with respect to shares subject to a restricted stock award, as determined by our Board and specified in the applicable restricted stock award agreement. If a participant’s service relationship with us ends for any reason, we may receive any or all of the shares of our common stock held by the participant that have not vested as of the date the participant terminates service with us through a forfeiture condition or a repurchase right.

Stock Appreciation Rights

Stock appreciation rights will be granted under stock appreciation right agreements adopted by our Board and denominated in shares of our common stock. The terms of stock appreciation rights need not be identical. Our Board will determine the purchase price or strike price for a stock appreciation right, which generally will not be less than 100% of the fair market value of our common stock on the date of grant. A stock appreciation right granted under the A&R 2023 Plan will vest at the rate specified in the stock appreciation right agreement as will be determined by our Board and unless otherwise provided in the award agreement, the unvested portion of any stock appreciation right will accelerate in full upon a termination of the participant’s service due to the participant’s death (and if there are multiple vesting levels depending on the level of performance, the vesting will accelerate at 100% of the target performance level upon such termination).

Stock appreciation rights may be settled in cash or shares of our common stock (or any combination of our common stock and cash) or in any other form of payment, as determined by our Board and specified in the stock appreciation right agreement.

Our Board will determine the term of stock appreciation rights granted under the A&R 2023 Plan, up to a maximum of ten years. If a participant’s service relationship with us or any of our affiliates ceases for any reason other than cause, disability, or death, the participant may generally exercise any vested stock appreciation right for a period of three months following the cessation of service. If a participant’s service relationship with us or any of our affiliates ceases due to death, or a participant dies within a certain period following cessation of service, the participant or a beneficiary may generally exercise any vested stock appreciation rights for a period of 18 months following the date of death. If a participant’s service relationship with us or any of our affiliates ceases due to disability, the participant may generally exercise any vested stock appreciation rights for a period of 12 months following the cessation of service. In the event of a termination for cause, all stock appreciation rights (whether vested or unvested) will terminate upon the termination date. A holder of a stock appreciation right may not exercise a stock appreciation right at any time if the issuance of shares upon such exercise would violate applicable law. Unless provided otherwise in the stock appreciation right agreement or other written agreement between the participant and us, if a participant’s service relationship with us or any of our affiliates ceases for any reason other than for cause and, at any time during the last 30 days of the applicable post-termination exercise period: (i) the exercise of the participant’s stock appreciation right would be prohibited solely because the issuance of shares upon such exercise would violate applicable law, or (ii) the immediate sale of any shares issued upon such exercise would violate our trading policy, then the applicable post-termination exercise period will be extended to the last day of the calendar month that begins after the date the award would otherwise expire, with an additional extension of the exercise period to the last day of the next calendar month to apply if any of the fore

SEC Form DEF 14A filed by Xencor Inc.