Sector: Health Care
EXELIXIS INC · Meeting: May 28, 2025
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Joined the board in January 2024 (within 24 months of the meeting), so she is exempt from the TSR trigger; she brings strong cancer research and governance credentials with no overboarding or attendance concerns.
Joined the board in January 2024 (within 24 months of the meeting), so she is exempt from the TSR trigger; she brings relevant oncology drug development expertise with no overboarding or attendance concerns.
Director since 2018 with strong biopharmaceutical and public health credentials; Exelixis' 3-year total shareholder return of +133.6% outperforms the peer group median by +100.1 percentage points, well above the 65-point threshold needed to trigger a concern, so no TSR flag applies; holds two other public company board seats, within the acceptable limit; all meetings attended.
Director since May 2023 (approximately 24 months tenure); strong biopharma industry experience; holds three other public company board seats (Akero, OptiNose, Legend Biotech) which is at the maximum limit but does not exceed four seats; no TSR trigger applies given Exelixis' strong outperformance of peers; attendance is satisfactory.
Director since May 2023 (approximately 24 months tenure); brings capital allocation and life sciences investment expertise; holds one other public company board seat; no TSR trigger applies given strong company outperformance of the peer group median.
CEO and director since 2010; Exelixis' 3-year total shareholder return of +133.6% outperforms the peer group median by +100.1 percentage points, far above the 65-point threshold required to trigger a concern; holds one outside public company board seat (Vera Therapeutics as Chair), within the policy limit of one outside seat for a sitting CEO.
Director since May 2023 (approximately 24 months tenure); brings pharmaceutical commercialization expertise; holds no other current public company board seats; no TSR trigger applies; attendance is satisfactory.
Co-founder and Chair since 1994 with deep biotech, finance, and scientific expertise; Exelixis' 3-year total shareholder return of +133.6% outperforms the peer group median by +100.1 percentage points, well above the 65-point trigger threshold; holds two other public company board seats (Regulus and Ovid), within the acceptable limit; no attendance concerns.
Director since 2004 with extensive life sciences, pharmaceutical R&D, and government policy expertise; Exelixis' 3-year total shareholder return of +133.6% outperforms the peer group median by +100.1 percentage points; holds no other current public company board seats; attendance is satisfactory.
Director since 2016 with strong biopharma executive and commercialization experience; Exelixis' 3-year total shareholder return of +133.6% outperforms the peer group median by +100.1 percentage points; holds one other public company board seat; no overboarding or attendance concerns.
Director since 2004 with deep financial expertise (former CFO of Schering-Plough and VWR International) appropriate for his role as Audit Committee Chair; Exelixis' 3-year total shareholder return of +133.6% outperforms the peer group median by +100.1 percentage points; holds two other public company board seats (XOMA and SiteOne), within the acceptable limit.
All 11 director nominees pass the policy screens. Exelixis' absolute 3-year total shareholder return of +133.6% places the company in the strong-positive TSR tier, and its outperformance of the compensation peer group median by +100.1 percentage points is below the 65-point trigger threshold required to fire an against vote at this TSR level — meaning no TSR-based concerns apply to any director. Two directors (Beckerle and Eckhardt) joined in January 2024 and are within the 24-month new-director exemption window. No director exceeds four public board seats, no non-independent directors serve on audit or compensation committees, no attendance problems were disclosed, and the board discloses a skills matrix. FOR on all 11 nominees.
CEO
Michael M. Morrissey, Ph.D.
Total Comp
$12,732,048
Prior Support
N/A
The CEO's total reported compensation of approximately $12.7 million is within a reasonable range for a CEO of a biotech company with an $11.8 billion market cap and strong operational performance, including $2.17 billion in total revenues growing 18% year-over-year. The pay mix is heavily weighted toward variable and performance-based compensation (equity awards, performance stock awards, and performance-linked bonuses), consistent with the policy requirement that at least 50-60% of pay be variable. Exelixis' 3-year total shareholder return of +133.6% significantly outperforms the XBI — SPDR S&P Biotech ETF by +63.6 percentage points and outperforms the compensation peer group median by +100.1 percentage points, strongly supporting the conclusion that incentive pay was earned in alignment with shareholder outcomes.
Auditor
Ernst & Young LLP
Tenure
24 yrs
Audit Fees
$2,936,882
Non-Audit Fees
$371,993
Ernst & Young's non-audit fees (audit-related fees of $240,000 plus tax and other fees of $131,993, totaling approximately $371,993) represent about 12.7% of core audit fees of $2,936,882, well below the 50% threshold that would raise independence concerns. Tenure is 24 years, one year below the 25-year threshold that would trigger a concern. Ernst & Young is a Big 4 firm appropriate for Exelixis' approximately $11.8 billion market cap, and no material restatements were disclosed.
The 2025 Exelixis annual meeting ballot contains three standard proposals: election of 11 directors, ratification of Ernst & Young as auditor, and an advisory vote on executive compensation. All three proposals pass the policy screens and receive FOR vote determinations, supported by Exelixis' exceptional 3-year total shareholder return of +133.6% which dramatically outperforms both the XBI — SPDR S&P Biotech ETF and the company's own compensation peer group, strong revenue growth, and a compensation program that is heavily performance-oriented.
18 companies disclosed in 2025 proxy filing
