XOMA Royalty Corp 8-K

What Happened

• XOMA Royalty Corp (XOMA) announced the appointment of Jeffrey Trigilio as Chief Financial Officer, effective January 12, 2026. Mr. Trigilio succeeds Thomas Burns. The company also entered an employment agreement with Mr. Trigilio and issued a press release on January 12, 2026.
• Thomas Burns stepped down as Senior Vice President, Finance and CFO effective January 12, 2026; his employment ended January 15, 2026 under a separation and consulting agreement under which he will provide up to three months of advisory services.

Key Details

• New CFO compensation: annual base salary of $515,000 and eligibility for a target cash bonus equal to 40% of base salary under the Corporate Achievement Goals Plan.
• Equity: initial grant of 30,000 performance units that vest based on stock-price hurdles through May 18, 2026 (or the 2026 annual meeting), plus an annual equity grant in 2026 described as having a value approximately equivalent to 180,000 multiplied by the closing stock price on the effective date.
• Severance/termination protections for Mr. Trigilio: if terminated without Cause or for Good Reason, cash severance equal to 0.75× base salary, a prorated bonus, and nine months of subsidized health and outplacement; if within two months before to 12 months after a change of control, enhanced payments equal to 1.5× (base salary + target bonus), prior-year bonus if unpaid, up to 18 months health subsidy, up to 12 months outplacement, and equity acceleration (performance subject to actual achievement).
• Departure terms for Burns: he will receive severance as set in his prior employment agreement; previously-achieved performance stock units were fully accelerated, remaining PSUs remain eligible to vest on meeting stock-price hurdles; consulting fee of $16,000 per month for an initial three-month transition period.

Why It Matters

• Leadership change: a new CFO can influence financial strategy, reporting priorities and investor communications. Investors should note the immediate change in finance leadership and the company’s disclosed succession steps.
• Financial impact: the new CFO’s base salary, bonus target, equity awards and change-of-control protections create ongoing compensation expense and potential future dilution if equity awards vest or accelerate. The company also has a short-term cash obligation for Burns’ consulting fees and any severance/accelerated awards payable under his separation.
• Near-term items to watch: filings of the full employment and separation agreements (to be filed in the 2025 Form 10-K), any equity vesting outcomes tied to stock-price hurdles, and how the new CFO addresses XOMA’s financial strategy and investor guidance.