XBiotech Inc. (XBIT): CEO Dr. Sushma Shivaswamy appointed

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
XBiotech, Inc. (“XBiotech” or the “Company”) announces that the Board
of Directors has appointed Dr. Sushma Shivaswamy and Jan-Paul Simard to serve as Co-Chief Executive Officers of the Company effective
October 23, 2026.
Dr. Shivaswamy, age 48, has been with XBiotech for 17 years, having served as Senior Scientist,
Director and Vice President of Research & Development prior to her appointment as Chief Scientific Officer in 2017. As CSO, Dr. Shivaswamy
oversaw scientific and technical operations spanning R&D through GMP production of antibodies. In December of 2025, Dr. Shivaswamy
was named interim CEO following the retirement of Founder John Simard. She will continue to serve in the role as Chief Scientific Officer.
Dr. Shivaswamy will continue to receive an annual salary of $750,000.
Jan-Paul Simard, age 24, started at XBiotech in 2012 as a research and development assistant
before transitioning in 2020 to the clinical development team, where he contributed to study design and protocol development across clinical
trials in pancreatic cancer, non-small cell lung cancer, osteoarthritis, and rheumatoid arthritis. He has continued his scientific education
in Chemistry with Honours at the University of Saskatchewan, further strengthening his expertise in clinical and biological sciences.
Jan-Paul Simard is the son of John Simard, Founder, Chairman, and former President and Chief Executive Officer of the Company.
The Company has entered into an Executive Employment Agreement with Jan-Paul Simard dated October
26, 2026, which is the “Effective Date” under the agreement. The Executive Employment Agreement provides for an annual Base
Salary of $150,000, prorated through the end of 2026, and continuing through 2027. The Compensation Committee and/or Board of Directors
have discretion to award Mr. Simard annual merit-based bonuses consistent with the Compensation Committee’s charter and the directors’
business judgment. Beginning on January 1, 2028, the Compensation Committee and/or Board of Directors may elect to increase, or to leave
unchanged, the annual Base Salary based on any factors the Compensation Committee and/or Board deem appropriate under the circumstances.
The Executive Employment Agreement also provides for an initial one-time grant of 2,000,000 stock options (the “Options”),
exercisable over a ten-year period based on the closing price as of the Effective Date. The Options are subject to the following vesting
conditions: (i) 1/6 of the Options shall vest on the 180th date after the Effective Date, with an additional 1/6 of the Options vesting
at each six-month interval thereafter (each such vesting date, a “Vesting Date,” and each such six-month vesting period, a
“Vesting Period”), such that all options vest within three years after the Effective Date (the “Three-Year Vesting Period”)
(such date of full vesting, the “Full Vesting Date”); (ii) notwithstanding anything to the contrary in the preceding clause,
if a Cessation of Employment (as defined in Section 7 of the Executive Employment Agreement) occurs prior to the Full Vesting Date, Mr.
Simard shall retain a percentage of Options equivalent to the proportion of the Three-Year Vesting Period for which Mr. Simard was employed
at the Company (such retained Options, the “Retained Options”), with any unvested Retained Options vesting at the next Vesting
Date, and with all other Options immediately forfeited other than the Retained Options. The Executive Employment Agreement also provides
that Mr. Simard will be entitled to receive Company benefits and reimbursement for reasonable business expenses. The Executive Employment
Agreement may be terminated at any time and for any reason by the Company or Mr. Simard.
The foregoing description of the Executive Employment Agreement is a summary and is qualified
in its entirety by reference to the full terms of the Executive Employment Agreement, which is attached hereto as Exhibit 10.1 and is
incorporated by reference herein. A copy of the press release issued by the Company announcing the appointments of Dr. Shivaswamy and
Mr. Simard is filed as Exhibit 99.1 hereto and is incorporated by reference herein.