INNOVIVA INC (INVA)
Sector: Health Care
2026 Annual Meeting Analysis
INNOVIVA INC · Meeting: May 4, 2026
Directors FOR
5
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Five Directors to Serve Until the 2027 Annual Meeting of Stockholders
DiPaolo has served since February 2018, is independent, meets attendance requirements, and INVA's 3-year price return of +95.9% outperforms the XBI (SPDR S&P Biotech ETF) by +35.6 percentage points, well below the 65-point threshold required to trigger a vote against.
Haimovitz has served since February 2018, is independent, chairs the Audit Committee with recognized financial expertise, and INVA's strong stock performance versus XBI (SPDR S&P Biotech ETF) does not trigger the underperformance threshold.
Schlesinger has served since February 2018, is independent, brings relevant medical and scientific expertise, and INVA's outperformance of XBI (SPDR S&P Biotech ETF) by +35.6 percentage points over three years is comfortably within the acceptable range.
Small joined in April 2024, which is less than 24 months before the meeting, making him exempt from the TSR underperformance trigger under the policy's new-director exemption; he brings relevant biotech operating experience.
Raifeld joined the board in May 2025, less than 24 months before the meeting, and is exempt from the TSR trigger as a new director; as CEO he also brings direct operational leadership to the board.
All five directors pass the policy screens: INVA's 3-year price return of +95.9% outperforms the XBI (SPDR S&P Biotech ETF) by +35.6 percentage points, well short of the 65-point threshold needed to trigger a vote against any long-tenured director; the two newest directors (Small and Raifeld) are within the 24-month new-director exemption window; attendance is reported at 75% or above for all; and no overboarding, independence, or family-relationship concerns are present.
Say on Pay
✓ FORCEO
Pavel Raifeld
Total Comp
$5,400,197
Prior Support
95.7%%
The company received overwhelming 95.7% shareholder support on last year's Say on Pay vote, well above the 70% threshold that would require visible changes. CEO Pavel Raifeld's total compensation of $5,400,197 is benchmarked against a disclosed peer group of 17 biopharmaceutical and specialty pharma companies of comparable size, and the compensation structure includes meaningful variable pay components (annual cash bonus at 60% of base salary target plus equity awards), with total equity grants averaging 2% of weighted average shares outstanding over the past three years — at the upper bound but not exceeding the policy's red-flag threshold. The company's 3-year price return of +95.9% meaningfully outperforms the XBI (SPDR S&P Biotech ETF) by +35.6 percentage points, indicating that above-benchmark incentive pay, if any, is aligned with strong shareholder returns.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,812,000
Non-Audit Fees
$0
Deloitte charged $1,812,000 in audit fees for 2025 with zero non-audit fees, giving a non-audit ratio of 0% — well below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a $1.6 billion company; auditor tenure is not disclosed so the tenure trigger cannot fire; no restatements are noted.
Overall Assessment
The 2026 Innoviva annual meeting ballot contains four proposals: election of five directors, an advisory vote on executive pay, auditor ratification, and a new equity incentive plan. All three policy-covered proposals — director elections, Say on Pay, and auditor ratification — receive a FOR vote determination, supported by strong stock performance versus the XBI (SPDR S&P Biotech ETF), clean auditor fee data, and a 95.7% prior-year Say on Pay approval rate; the equity plan proposal falls outside the current policy scope and is flagged for independent shareholder review.