Xilio Therapeutics (NASDAQ: XLO) adds Cheryl Blanchard to board roles
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Xilio Therapeutics, Inc. reported a board change and related director compensation details. On April 15, 2026, the board elected Cheryl R. Blanchard, Ph.D. as a Class III director with a term running through the 2027 annual meeting, and appointed her chair of the Compensation Committee and a member of the Audit Committee.
She will receive an annual cash fee of $40,000 for board service, plus $12,000 as Compensation Committee chair and $7,500 as an Audit Committee member. She will also receive an initial option to purchase 10,000 shares, vesting over three years, and become eligible for annual options to purchase 5,000 shares after six months of service. Each option will carry an exercise price equal to the Nasdaq closing price on the grant date and a ten-year term.
Dr. Blanchard replaces Christina Rossi, who resigned from the board and all committees effective April 15, 2026. The company states that Ms. Rossi’s resignation did not result from any disagreement with the company or its management.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Base director annual cash fee: $40,000
Compensation Committee chair fee: $12,000
Audit Committee member fee: $7,500
+3 more
6 metrics
Base director annual cash fee
$40,000
Annual fee for service as board member
Compensation Committee chair fee
$12,000
Additional annual cash fee for chair role
Audit Committee member fee
$7,500
Additional annual cash fee for committee membership
Initial stock option grant
10,000 shares
Option to purchase common stock, vesting over three years
Annual stock option grant
5,000 shares
Eligible after six months of service, vesting by next annual meeting or one year
Option term
10 years
Each stock option expires ten years after grant date
Key Terms
Class III director, Compensation Committee, Audit Committee, Non-Employee Director Compensation Policy, +1 more
5 terms
Class III director financial
"elected Cheryl R. Blanchard, Ph.D., as a Class III director of the Company"
A Class III director is a board member placed in one of the numbered groups used by companies with a staggered (or “classified”) board; that director’s seat typically comes up for election in the third year of a three-year rotation. For investors this matters because staggered terms create continuity but also make it harder to replace the whole board quickly, affecting shareholder influence, takeover dynamics and how fast new strategy or accountability can be implemented — like replacing only some players on a sports team each season instead of the whole roster at once.
Compensation Committee financial
"appointed as chair of the Compensation Committee of the Board"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
Audit Committee financial
"and as a member of the Audit Committee of the Board"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
Non-Employee Director Compensation Policy financial
"standard arrangements for non-employee directors, a copy of which is filed as Exhibit 10.1"
indemnification agreement financial
"Dr. Blanchard will also enter into the Company's standard indemnification agreement"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
FAQ
What board change did Xilio Therapeutics (XLO) disclose in this 8-K?
Xilio Therapeutics disclosed that Cheryl R. Blanchard, Ph.D., was elected as a Class III director. Her term runs until the 2027 annual meeting, and she will serve as chair of the Compensation Committee and as a member of the Audit Committee.
How will Cheryl Blanchard be compensated as a director of Xilio Therapeutics (XLO)?
Cheryl Blanchard will receive a $40,000 annual cash fee for board service, plus $12,000 for chairing the Compensation Committee and $7,500 for serving on the Audit Committee. These amounts follow Xilio’s standard non-employee director compensation policy.
What stock options will Cheryl Blanchard receive from Xilio Therapeutics (XLO)?
Cheryl Blanchard will receive an initial option to purchase 10,000 Xilio common shares, vesting in three equal annual installments. After at least six months on the board, she becomes eligible for annual options to purchase 5,000 shares, vesting by the next annual meeting or first anniversary.
Who did Cheryl Blanchard replace on the Xilio Therapeutics (XLO) board?
Cheryl Blanchard replaced Christina Rossi, who resigned from the board and all committees on April 15, 2026. The company stated that Rossi’s resignation did not result from any disagreement with Xilio or its management team.
What are the key terms of Cheryl Blanchard’s stock options at Xilio Therapeutics (XLO)?
Each stock option granted to Cheryl Blanchard will have an exercise price equal to the closing price of Xilio’s common stock on Nasdaq on the grant date. Every option will have a ten-year term, subject to her continued service through the applicable vesting dates.