DEF 14A of Exelixis, Inc., Apr 18, 2024

DEF 14A of Exelixis, Inc.

Filed Apr 18, 2024 · FY20230000939767-24-000044

Open on EDGAR

  1. Can I change my vote after submitting my proxy?

    Can I change my vote after submitting my proxy? Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting in the following ways:

  2. Can I change my vote after submitting my proxy?

    | Table of Contents | Proxy Statement | Questions and Answers |

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    | 2024 Proxy Statement | 7 |

  4. Can I change my vote after submitting my proxy?

    Forward-Looking Statements This Proxy Statement contains forward-looking statements, including, without limitation, statements related to: Exelixis’ belief that its 2023 accomplishments have laid the groundwork for additional potential cabozantinib label expansions and for unlocking the potential of its diverse, rapidly maturing pipeline; Exelixis’ commitment to improving the standards of care for cancer patients through the discovery, development and introduction of new products with first-in-class or clinical best-in-class potential; the Board’s commitment to responsible stewardship and responsiveness to shareholder feedback and concerns, as well as to creating an environment where the Exelixis team can do its best work and further the company’s mission to help cancer patients recover stronger and live longer; Exelixis’ anticipated timing of 2024 for the next analysis of OS from CONTACT-02 and its belief that the combination would represent a compelling and novel option for patients with a poor prognosis and high unmet need; the therapeutic potential of cabozantinib to represent a new treatment option for patients with previously treated pNET or epNET; Exelixis’ plan to advance six DCs towards IND submissions in 2024 through 2026, including XB010, XB628, XL495, XB371, XB064 and XB033; Exelixis’ commitment to contributing to society at large and creating sustained value for all of its stakeholders by translating science into impact for patients and all those it serves; Exelixis’ expectations that its employees and partners will commit to the highest standards of ethical behavior and maintain values and principles that reflect both global awareness and sustainability; Exelixis’ dedication of offering patients with cancer treatments of the highest quality and acceptable safety profile and providing patients with access to Exelixis medicines; Exelixis’ commitment to fostering a culture of belonging; Exelixis’ commitment to conducting business in an environmentally and climate respectful way; Exelixis’ scientific pursuit to create transformational treatments that give more patients hope for the future; and other statements that are not historical fact. Any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements and are based upon Exelixis’ current plans, assumptions, beliefs, expectations, estimates and projections. Forward-looking statements involve risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in the forward- looking statements as a result of these risks and uncertainties, which include, without limitation: the degree of market acceptance of CABOMETYX and other Exelixis products in the indications for which they are approved and in the territories where they are approved, and Exelixis and its partners’ ability to obtain or maintain coverage and reimbursement for these products; the effectiveness of CABOMETYX and other Exelixis products in comparison to competing products; the level of costs associated with Exelixis’ commercialization, research and development, in- licensing or acquisition of product candidates, and other activities; Exelixis’ ability to maintain and scale adequate sales, marketing, market access and product distribution capabilities for its products or to enter into and maintain agreements with third parties to do so; the availability of data at the referenced times; the potential failure of cabozantinib, zanzalintinib and other Exelixis product candidates, both alone and in combination with other therapies, to demonstrate safety and/or efficacy in clinical testing; uncertainties inherent in the drug discovery and product development process; Exelixis’ dependence on its relationships with its collaboration partners, including their pursuit of regulatory approvals for partnered compounds in new indications, their adherence to their obligations under relevant collaboration agreements and the level of their investment in the resources necessary to complete clinical trials or successfully commercialize partnered compounds in the territories where they are approved; complexities and the unpredictability of regulatory review and approval processes in the U.S. and elsewhere; Exelixis’ continuing compliance with applicable legal and regulatory requirements; unexpected concerns that may arise as a result of the occurrence of adverse safety events or additional data analyses of clinical trials evaluating cabozantinib, zanzalintinib and other Exelixis products; Exelixis’ dependence on third-party vendors for the development, manufacture and supply of its products and product candidates; Exelixis’ ability to protect its intellectual property rights; market competition, including the potential for competitors to obtain approval for generic versions of Exelixis’ marketed products; changes in economic and business conditions; and other factors detailed from time to time under the caption “Risk Factors” in Exelixis’ most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, and in Exelixis’ future filings with the SEC. All forward-looking statements in this Proxy Statement are based on information available to Exelixis as of the date of this Proxy Statement, and Exelixis undertakes no obligation to update or revise any forward- looking statements contained herein, except as required by law.

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    | 8 | Exelixis, Inc. |

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    PROPOSAL 1 ELECTION OF DIRECTORS

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    | Proposal Snapshot – Item 1. Election of Directors What is being voted on: Election of 11 director nominees to our Board. Board recommendation: After a review of the individual qualifications and experience of each of our director nominees and his or her contributions to our Board (as applicable), our Board determined unanimously to recommend that shareholders vote FOR all of our director nominees. |

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    Our Directors Updates about our Board – New Directors Our Board has welcomed five new independent directors since our 2023 Annual Meeting. In May 2023, Tomas J. Heyman, David E. Johnson and Robert L. Oliver were elected as independent directors to our Board at our 2023 Annual Meeting of Stockholders. Messrs. Heyman, Johnson and Oliver filled vacancies on our Board of Directors following the departures of Carl B. Feldbaum, Esq., Vincent T. Marchesi, M.D., Ph.D. and Lance Willsey, M.D. in May 2023. Our Board was also pleased to welcome Mary C. Beckerle Ph.D. and S. Gail Eckhardt M.D. as independent directors of the Board on January 5, 2024, each of whom were recommended to our Nominating and Corporate Governance Committee by our independent director search firm. Each of Messrs. Heyman, Johnson and Oliver and Drs. Beckerle and Eckhardt bring significant experience as described in their biographies below, and also have joined committees of the Board commensurate with their respective backgrounds: ››Mr. Johnson serves on our Audit Committee; ››Dr. Eckhardt and Mr. Oliver serve on our Compensation Committee; ››Dr. Beckerle and Mr. Heyman serve on our Nominating and Corporate Governance Committee (Governance Committee); ››Drs. Beckerle and Eckhardt and Mr. Johnson serve on our Research & Development Committee; and ››Messrs. Heyman and Oliver serve on our Risk Committee. Changes in Board Leadership On January 2, 2024, Alan M. Garber, M.D., Ph.D., informed the Company that he would not be standing for re-election at the Annual Meeting. On March 27, 2024, Jacqueline Wright also informed the Company that she would not be standing for re-election at the Annual Meeting. As a result, effective at the Annual Meeting, the number of directors constituting the Board will be reduced from thirteen to eleven. We are grateful to both Dr. Garber and Ms. Wright for their wise counsel and invaluable contributions to our Board and committees throughout their tenure. Ms. Freire concluded her service on the Compensation Committee and joined the Governance Committee as of January 26, 2024. Ms. Freire will serve as Chair of the Governance Committee, effective May 30, 2024, bringing her corporate governance and leadership experience in the public sector into this key role. Ms. Freire will also conclude her service as, and Mr. Heyman will assume the role of, Chair of the Risk Committee, effective May 30, 2024, bringing Mr. Heyman’s leadership experience in the pharmaceutical sector, as well as his extensive public and private company board experience, to this role.

  9. Can I change my vote after submitting my proxy?

    | Table of Contents | Proposal 1 | Election of Directors |

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    | 2024 Proxy Statement | 9 |

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    Our Certificate of Incorporation and Bylaws provide for the annual election of each director. The Board’s nominees for director are:

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    | Director Nominees | Age | Position | Director Since | | Mary C. Beckerle, Ph.D. | 69 | Independent Director | 2024 | | S. Gail Eckhardt, M.D. | 66 | Independent Director | 2024 | | Maria C. Freire, Ph.D. | 69 | Independent Director | 2018 | | Tomas J. Heyman | 68 | Independent Director | 2023 | | David E. Johnson | 41 | Independent Director | 2023 | | Michael M. Morrissey, Ph.D. | 63 | President and Chief Executive Officer | 2010 | | Robert L. Oliver, Jr. | 65 | Independent Director | 2023 | | Stelios Papadopoulos, Ph.D. | 75 | Independent Chair of the Board | 1994 | | George Poste, DVM, Ph.D., FRS | 79 | Independent Director | 2004 | | Julie Anne Smith | 53 | Independent Director | 2016 | | Jack L. Wyszomierski | 68 | Independent Director | 2004 |

  13. Can I change my vote after submitting my proxy?

    If elected at the Annual Meeting, each of these director nominees will serve for a one-year term expiring at our next annual meeting of stockholders in 2025. Each director will hold office until his or her successor has been elected and qualified, or until the director’s earlier death, resignation or removal. Majority Voting Standard and Resignation Policy As this is an uncontested election, each director must be elected by a majority of the votes cast. This means that the number of shares voted “for” a director must exceed the number of votes cast “against” that director. Our Corporate Governance Guidelines require that all director nominees set forth in this Proxy Statement have tendered an irrevocable resignation as a director conditioned upon: (i) such director failing to receive a majority of “for” votes; and (ii) acceptance by the Board of such resignation. If a director fails to receive a majority of “for” votes, then our Governance Committee will determine whether to recommend to the Board that it accept such director’s resignation by evaluating the best interests of the Company and its stockholders and considering all relevant factors and information. Our Board will act on the Governance Committee’s recommendation within ninety days following certification of the stockholder vote. If the Board determines not to accept the conditional resignation of a director, the Board will promptly disclose its decision-making process and decision to reject the conditional resignation in a Form 8-K furnished to the SEC.

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    Board Independence, Diversity and Skills The Board regularly evaluates the skills and experiences that it believes are desirable to be represented on the Board and best align with our strategic vision and business and operations. Below are certain qualifications, skills and experiences of our director nominees that contribute to the Board’s effectiveness as a whole.

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    | Table of Contents | Proposal 1 | Election of Directors |

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    | 2024 Proxy Statement | 11 |

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    Director Independence

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    | 10 of 11 Director Nominees are Independent Our Board determined that each of our director nominees (other than Dr. Morrissey) is “independent” within the meaning of applicable SEC rules and regulations and the Nasdaq listing standards. Dr. Garber and Ms. Wright, who are not standing for re-election at our 2024 Annual Meeting, and Drs. Marchesi and Willsey and Mr. Feldbaum, each of whom served as directors for part of 2023 before their respective departures from the Board, were also determined to be independent. In addition, the Board determined that: (i) all directors who serve on the Audit, Compensation and Governance Committees are independent under applicable Nasdaq listing standards; and (ii) all members of the Audit Committee meet the independence requirements under the Exchange Act. |

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    Process for Independence Assessment We have adopted standards for director independence pursuant to Nasdaq listing standards, which require that a majority of the members of a listed company’s board of directors qualify as “independent,” as affirmatively determined by the board of directors. An “independent director” means a person other than an officer or employee of Exelixis or one of our subsidiaries, or another individual having a relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. To assess independence, our Governance Committee and our Board review all relevant transactions or relationships between each director, or any of his or her family members, and Exelixis, its senior management or its independent registered public accounting firm. Special Note Regarding Independence of Dr. Papadopoulos. Dr. Papadopoulos is considered a “co-founder” of Exelixis as a result of financial contributions he made during the earliest part of our history and his role in assembling and advising the scientists who ultimately served as our earliest management team. However, Dr. Papadopoulos has never been employed by us or otherwise involved with any daily business operations. Furthermore, our management team today is composed entirely of different individuals from our earliest management team. Accordingly, the Board has determined that Dr. Papadopoulos is independent under applicable SEC rules and the Nasdaq listing standards and is qualified to serve as our Chair and on our Audit Committee, as the Board believes that he has no interest, business or other relationship (including no family relationships) that could, or could reasonably be perceived to, materially interfere with his ability to act in the best interests of Exelixis.

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    | Director Nominees | | | Mary C. Beckerle, Ph.D. Chief Executive Officer, Huntsman Cancer Institute at the University of Utah | Director since 2024 Age 69 Key Qualifications and Expertise: Our Board concluded that Dr. Beckerle should continue to serve as a director of Exelixis due to her training as a scientist, her extensive knowledge and experience in the field of cancer research and treatment, and her broad leadership experience, in particular her corporate governance experience, resulting from managing a world-class healthcare organization and service on various public company boards and scientific or advisory boards. Committee Assignments: •Governance Committee •Research & Development Committee Other Current Public Company Boards: •Huntsman Corporation, serving on the Nominating and Corporate Governance Committee and Sustainability Committee •Johnson & Johnson, serving on the Regulatory Compliance & Sustainability Committee and Science & Technology Committee (Chair) | | Mary C. Beckerle, Ph.D., has been a director since January 2024. Since 2006, Dr. Beckerle has served as Chief Executive Officer of the Huntsman Cancer Institute at the University of Utah, and is also currently serving as Associate Vice President for Cancer Affairs and a Distinguished Professor of Biology and Oncological Sciences at the University of Utah. She first joined the faculty of the University of Utah in 1986, serving in numerous research and leadership positions over the years, and currently holds the Jon M. Huntsman Presidential Endowed Chair. Dr. Beckerle has served as a member of the board of directors of Huntsman Corporation, a publicly held global manufacturer of specialty chemicals, since 2011, and as a member of the board of directors of Johnson & Johnson, a publicly held diversified healthcare company, since 2015. She has been named a National Association of Corporate Directors (NACD) Corporate Governance Fellow and was a 2018 NACD Directorship 100 Honoree. In addition, she currently serves on a number of scientific and other advisory boards, including the Medical Advisory Board of the Howard Hughes Medical Institute since 2015, as well as on various external advisory boards of National Cancer Institute- designated cancer centers. Previously, Dr. Beckerle served as a member of the Board of Scientific Advisors of the National Cancer Institute from 2018 to 2022, the External Advisory Board of the Dana-Farber/Harvard Cancer Center from 2013 to 2022, the Board of Directors of the American Association for Cancer Research from 2013 to 2016, the American Cancer Society Council for Extramural Grants from 2008 to 2012 (serving as Chair from 2010 to 2012) and the National Institute of Health’s Advisory Committee to the Director from 2007 to 2010, as well as President of the American Society for Cell Biology from 2006 to 2007. She is also an elected member of the National Academy of Sciences, the American Philosophical Society and the American Academy of Arts and Sciences. Dr. Beckerle holds a B.A. in Biology and Psychology (magna cum laude) from Wells College and a Ph.D. in Molecular, Cellular and Developmental Biology from the University of Colorado, Boulder. She completed her post-doctoral fellowship in Anatomy and Cell Biology at the University of North Carolina at Chapel Hill. | |

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    | Table of Contents | Proposal 1 | Director Nominees |

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    | 2024 Proxy Statement | 13 |

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    | S. Gail Eckhardt, M.D. Professor and Associate Dean of Experimental Therapeutics, Associate Director of Translational Research, Dan L. Duncan Comprehensive Cancer Center, at Baylor College of Medicine | Director since 2024 Age 66 Key Qualifications and Expertise: Our Board concluded that Dr. Eckhardt should continue to serve as a director of Exelixis due to her skills as a physician and medical researcher, and her leadership experience in drug development and translational medicine relative to oncology, as well as her service on various public company boards and scientific or advisory boards. Committee Assignments: •Compensation Committee •Research & Development Committee Other Current Public Company Boards: •Syros Pharmaceuticals, Inc., serving on the Compensation Committee and the Nominating and Corporate Governance Committee | | S. Gail Eckhardt, M.D., has been a director since January 2024. Since September 2023, Dr. Eckhardt has served as Professor and Associate Dean of Experimental Therapeutics at Baylor College of Medicine, as well as Associate Director of Translational Research at the Dan L. Duncan Comprehensive Cancer Center at Baylor College of Medicine. Between 2017 and 2023, she was a tenured professor at Dell Medical School at the University of Texas at Austin, where she also served as Chair of the Department of Oncology, Associate Dean of Cancer Programs and as the inaugural Director of the Livestrong Cancer Institutes. Prior to joining the University of Texas, Dr. Eckhardt was a member of the faculty at the University of Colorado School of Medicine from 1999 to 2017 (receiving tenure in 2001), where she had numerous roles and responsibilities, including Division Head of Medical Oncology, Associate Director for Translational Research at the University of Colorado Comprehensive Cancer Center and Director of the Phase I Program and Fellowship. Dr. Eckhardt has served as a member of the board of directors of Syros Pharmaceuticals, Inc., a publicly held biopharmaceutical company focused on developing frontline treatments for patients with hematologic malignancies, since September 2020. In addition, she has served on numerous committees and study sections, including the American Society of Clinical Oncology’s Molecular Oncology Task Force and Board of Directors, the U.S. Food and Drug Administrations’ Oncology Drugs Advisory Committee and the National Cancer Institute’s Cancer Centers Study Section and Investigational Drug Steering Committee, as well as eleven external advisory boards of National Cancer Institute-designated cancer centers. Dr. Eckhardt is also a current member of the National Academies Cancer Policy Forum and was previously a lead mentor in the American Society of Clinical Oncology’s Leadership Development Program and a member of the board of directors of the Association of American Cancer Institutes. Dr. Eckhardt holds a B.S. in Chemistry from Stephen F. Austin State University and an M.D. from the University of Texas Medical Branch in Galveston. She conducted her internship and residency in Internal Medicine at the University of Virginia Medical School, followed by a post-doctoral research fellowship in Experimental and Molecular Medicine at Scripps Research Institute in La Jolla, California and a fellowship in Medical Oncology at the University of California, San Diego. | | | Maria C. Freire, Ph.D. Former President and Executive Director, Foundation for the National Institutes of Health | Director since 2018 Age 69 Key Qualifications and Expertise: Our Board concluded that Dr. Freire should continue to serve as a director of Exelixis due to her training as a scientist, her knowledge and experience with respect to U.S. and global public health, the biopharmaceutical industry and government healthcare policymaking, as well as her leadership experience in the public sector. Committee Assignments: •Governance Committee (Chair Elect) •Research & Development Committee Other Current Public Company Boards: •Alexandria Real Estate Equities, serving on the Nominating & Corporate Governance Committee and the Science & Technology Committee (Chair) •Biogen Inc., serving on the Compensation and Management Development Committee | | Maria C. Freire, Ph.D., has been a director since April 2018. From 2012 to 2021, Dr. Freire served as President and Executive Director and as a member of the board of directors of the Foundation for the National Institutes of Health. Previously, she served as President and as a member of the board of directors of the Albert and Mary Lasker Foundation from 2008 to 2012, as President and Chief Executive Officer of the Global Alliance for TB Drug Development from 2011 to 2008 and as Director of the Office of Technology Transfer at the National Institutes of Health from 1995 to 2001. Dr. Freire has served on the board of directors of Biogen Inc., a publicly held biopharmaceutical company focused on the treatment of serious diseases, since 2021, on the board of directors of Alexandria Real Estate Equities, Inc., a publicly held urban office real estate investment trust uniquely focused on collaborative life science and technology campuses, since 2012, and on the board of directors of Koneksa Health, a private digital biomarker company, since 2022. She has previously served on the boards of numerous national and international organizations, including the Science Board of the U.S. Food and Drug Administration, the World Health Organization Commission on Intellectual Property Rights, Innovation and Public Health and the United Nations Secretary General’s High Level Panel on Access to Medicines. Dr. Freire is also a member of the National Academy of Medicine and the Council on Foreign Relations, and she is the recipient of numerous awards, including a 2017 Gold Stevie Award for “Woman of the Year,” the U.S. Department of Health and Human Services Secretary’s Award for Distinguished Service, the Arthur S. Fleming Award and the Bayh-Dole Award. Dr. Freire holds a Ph.D. in Biophysics from the University of Virginia and a B.S. from the Universidad Peruana Cayetano Heredia in Lima, Peru. | |

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    | Tomas J. Heyman Consultant and Interim Chief Executive Officer, Interlaken Therapeutics, Inc. | Director since 2023 Age 68 Key Qualifications and Expertise: Our Board concluded that Mr. Heyman should continue to serve as a director of Exelixis due to his expertise in corporate development and his significant leadership experience in the biopharmaceutical sector, as well as his extensive experience serving on the boards of several public and private companies. Committee Assignments: •Governance Committee •Risk Committee (Chair Elect) Other Current Public Company Boards: •Akero Therapeutics, Inc., serving on the Audit Committee and Nominating and Corporate Governance Committee (Chair) •OptiNose, Inc., serving on the Nominating and Corporate Governance Committee •Invivyd, Inc., serving on the Audit Committee and Compensation Committee (Chair) (and has announced his intention not to seek re-election in 2024) •Legend Biotech Corporation •Xilio Therapeutics, Inc., serving on the Audit Committee and Nominating and Corporate Governance Committee (Chair) (and has announced his intention not to seek re-election in 2024) | | Tomas J. Heyman has been a director since May 2023. Since 2021, Mr. Heyman has served as a consultant to Interlaken Therapeutics, Inc., a biotechnology company, and as its interim Chief Executive Officer, and since 2020, he has served as Operating Partner at Bioqube Ventures, a life sciences investment firm. Previously, Mr. Heyman served as the President of Johnson & Johnson’s Corporate Venture Capital Group, the venture capital arm of Johnson & Johnson, a pharmaceutical and consumer packaged goods company, from 2015 to 2019, and as the Global Head of Business Development for Johnson & Johnson’s Pharmaceutical Group from 1992 to 2015. In addition, he served as Managing Director of Janssen Pharmaceutica, a pharmaceutical NV, a pharmaceutical company and an affiliate of Johnson & Johnson (now known as Johnson & Johnson Innovative Medicine), from 2008 to 2016. Mr. Heyman began his career as a member of the legal department of Janssen Pharmaceutica NV in 1982. Mr. Heyman has served as Non-executive Chairman of the board of directors of Venatorx Pharmaceuticals, Inc., a privately held pharmaceutical company, since 2023. He has also served as a member of the board of directors of: Legend Biotech Corporation, a publicly held biotechnology company, since 2022; Xilio Therapeutics, Inc., a publicly held biotechnology company, since 2022 (and has announced his intention to not seek re-election in 2024); Invivyd, Inc. (formerly Adagio Therapeutics), a publicly held biopharmaceutical company, since 2021 (and has announced his intention to not seek re-election in 2024); OptiNose, Inc., a publicly held specialty pharmaceutical company, since 2020; and Akero Therapeutics, Inc., a publicly held biotechnology company, since 2020. Previously, Mr. Heyman served as a member of the Supervisory Board of Crucell NV, a biotechnology company. In addition to his private and public company experience, Mr. Heyman has served on the board of directors of the International Biomedical Research Alliance, a non-profit organization focused on biomedical research, since 2018, and as a member of the board of directors of Interuniversitair Micro-Electronica Centrum VZW, a Belgian non-profit organization specializing in micro- and nano-electronic research, since 2012. Mr. Heyman holds a Master of Laws from Katholieke Universiteit Leuven. He continued with post-graduate studies in International Law in Geneva, Switzerland, and post-graduate studies in Business Management at the University of Antwerp in Belgium. | | | David E. Johnson Managing Partner and Chief Investment Officer, Caligan Partners LP | Director since 2023 Age 41 Key Qualifications and Expertise: Our Board concluded that Mr. Johnson should continue to serve as a director at Exelixis due to his expertise in strategic capital allocation and experience as an investor and director for various life sciences companies. Committee Assignments: •Audit Committee •Research & Development Committee Other Current Public Company Boards: •Liquidia Corporation, serving on the Audit Committee | | David E. Johnson has been a director since May 2023. Since 2017, Mr. Johnson has served as the Managing Partner and Chief Investment Officer of Caligan Partners LP, an SEC-registered investment adviser. Previously, he served as Managing Director at the Carlyle Group, a global private equity, alternative asset management and financial services firm, from 2010 to 2017, and as Vice President in the Principal Investments area at Morgan Stanley, a global financial services and investment management firm, from 2004 to 2010. Prior to joining Morgan Stanley, Mr. Johnson worked at Weiss Asset Management, an investment management firm, from 2003 to 2004. Mr. Johnson has served as a member of the board of directors of Liquidia Corporation, a publicly held biopharmaceutical company, since 2021, and as a member of the board of directors of AMAG Pharmaceuticals, Inc., a publicly held pharmaceutical company specializing in products treating iron deficiency anemia, from 2019 until its acquisition by Covis Group S.à r.l. in 2020. In the not-for-profit sector, Mr. Johnson serves as a member of the board of directors of The Children’s Scholarship Fund, Inc., a privately funded tuition assistance program, and previously served on the Executive Committee for the Harvard College Fund. Mr. Johnson holds an A.B. and S.M. in Applied Mathematics from Harvard University. | |

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    | Table of Contents | Proposal 1 | Director Nominees |

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    | 2024 Proxy Statement | 15 |

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    | Michael M. Morrissey, Ph.D. President and Chief Executive Officer, Exelixis, Inc. | Director since 2010 Age 63 Key Qualifications and Expertise: Our Board concluded that Dr. Morrissey should continue to serve as a director of Exelixis due to his leadership role as the President and Chief Executive Officer of Exelixis. Beyond his role as Exelixis’ principal executive officer, the Board also considered Dr. Morrissey’s extensive qualifications, including his training as a scientist, his significant knowledge and experience with respect to the biotechnology, healthcare and pharmaceutical industries, comprehensive leadership background resulting from service as an executive in the biotechnology industry, and his ability to bring historic knowledge and continuity to the Board. Committee Assignments: •None Other Current Public Company Boards: •Vera Therapeutics, Inc. (Chair), serving on the Audit Committee and the Nominating and Corporate Governance Committee | | Michael M. Morrissey, Ph.D., has served as a director and as Exelixis’ President and Chief Executive Officer since July 2010. Dr. Morrissey has held positions of increasing responsibility at Exelixis since he joined the company in February 2000, including serving as President of Research and Development from January 2007 to July 2010. From 1991 to 2000, Dr. Morrissey held several positions at Berlex Biosciences, last holding the position of Vice President, Discovery Research. Earlier in his career, Dr. Morrissey served as a Senior Scientist and Project Team Leader in Medicinal Chemistry at CIBA-Geigy Corporation. Dr. Morrissey has served as Chair of the board of directors of Vera Therapeutics, Inc., a publicly held, clinical-stage biotechnology company focused on developing and commercializing transformative treatments for patients with serious immunological diseases, since April 2022, and previously served as a member of the board of directors of XWPharma Ltd., a privately held, clinical-stage biopharmaceutical company dedicated to the discovery and development of novel therapeutics, from December 2020 to April 2023, and as a member of the board of directors of CERo Therapeutics, Inc., a privately held biopharmaceutical company focused on next-generation cell-based therapies for cancer, from January 2022 to November 2022. He is the author of numerous scientific publications in medicinal chemistry and drug discovery and an inventor on 70 issued U.S. patents and 25 additional published U.S. patent applications. Dr. Morrissey holds a B.S. (Honors) in Chemistry from the University of Wisconsin and a Ph.D. in Chemistry from Harvard University. | | | Robert (Bob) L. Oliver, Jr. Executive Advisor | Director 2023 Age 65 Key Qualifications and Expertise: Our Board concluded that Mr. Oliver should continue to serve as a director of Exelixis due to his leadership experience and expertise in the field of pharmaceutical commercialization, his memberships on the boards of directors of various pharmaceutical and biotechnology companies and his extensive experience in financial strategy and business development. Committee Assignments: •Compensation Committee •Risk Committee Other Current Public Company Boards: •PsyBio Therapeutics Corp. | | Robert L. Oliver, Jr. has been a director since May 2023. From 2010 to 2020, Mr. Oliver served in a variety of senior positions at Otsuka America Pharmaceutical, Inc., a pharmaceutical company and subsidiary of Otsuka Holdings Co. Ltd., including President and Chief Executive Officer from 2016 to 2017, President and Chief Operating Officer from 2014 to 2016, Vice President of Sales and Marketing from 2010 to 2014, and as Chairman of Otsuka Canada Pharmaceutical, Inc. from 2016 to 2020. Prior to joining Otsuka, he served in a variety of senior positions at Wyeth Pharmaceuticals, a pharmaceutical company, where he also served as Senior Vice President from 2008 to 2010 and Vice President from 2005 to 2008. Mr. Oliver began his career with Johnson & Johnson, a pharmaceutical and consumer packaged goods company, where he held a variety of positions from 1989 to 2005. In addition, Mr. Oliver has served as an Executive Advisor of CELLIX Biosciences, a biopharmaceutical company, since 2018, and Hyalo Technologies, LLC, since 2017. Mr. Oliver has served as a member of the board of directors of PsyBio Therapeutics Corp., a publicly held biotechnology company, since 2021, as a member of the board of directors of Neurotez, Inc., a privately held biotechnology company, since 2017, and as a member of the board of directors of Hyalo Technologies, LLC, a privately held biotechnology and biopharmaceutical company, since 2017. Previously, he served as a member of the board of directors and as Executive Advisor of Medison Canada, an affiliate of Medison Pharma Ltd., from 2018 to 2022, and as a member of the board of directors of Immunomedics, Inc., a publicly held biotechnology company, from January 2017 until its acquisition by Gilead Sciences, Inc. in March 2017. In the not-for- profit sector, Mr. Oliver serves on the Pharma Board of Advisors at Saint Joseph’s University and on the Board of Governors of the Accreditation Council for Medical Affairs. Mr. Oliver holds a B.A. from Rutgers University and an M.B.A. from Saint Joseph’s University. | |

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    | 16 | Exelixis, Inc. |

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    | Stelios Papadopoulos, Ph.D. Co-Founder and Chair of the Board, Exelixis, Inc. | Director since 1994 Age 75 Key Qualifications and Expertise: Our Board concluded that Dr. Papadopoulos should continue to serve as a director of Exelixis due to his training as a scientist, his knowledge and experience with respect to the biotechnology, healthcare and pharmaceutical industries, his broad leadership experience resulting from extensive service on various boards, his knowledge and experience with respect to finance matters, and his ability to bring historic knowledge and continuity to the Board. Committee Assignments: •Audit Committee •Compensation Committee •Research & Development Committee Other Current Public Company Boards: •Regulus Therapeutics, Inc. (Chair), serving on the Audit Committee and the Nominating and Governance Committee | | Stelios Papadopoulos, Ph.D., a co-founder of Exelixis, has been a director since December 1994 and the Chair of the Board since January 1998. Dr. Papadopoulos retired as Vice Chairman of Cowen & Co., LLC in 2006 after six years as an investment banker with the firm, where he focused on the biotechnology and pharmaceutical sectors. Prior to joining Cowen & Co., he spent 13 years as an investment banker at PaineWebber, Incorporated, where he was most recently Chairman of PaineWebber Development Corp., a PaineWebber subsidiary focusing on biotechnology. He joined PaineWebber in 1987 from Drexel Burnham Lambert, where he was a Vice President in the Equity Research Department covering the biotechnology industry. Prior to Drexel, he was a biotechnology analyst at Donaldson, Lufkin & Jenrette. Before coming to Wall Street in 1985, Dr. Papadopoulos was on the faculty of the Department of Cell Biology at New York University Medical Center. Dr. Papadopoulos was a co-founder of Anadys Pharmaceuticals, Inc., a publicly held biopharmaceutical company dedicated to improving patient care by developing novel medicines for the treatment of hepatitis C, acquired by F. Hoffmann-La Roche Ltd. in 2011. Dr. Papadopoulos served as a member of the board of directors of Anadys Pharmaceuticals from 2000 to 2011 and as its Chairman in 2011, prior to its acquisition. Dr. Papadopoulos has served as a member of the board of directors of Regulus Therapeutics Inc., a publicly held biopharmaceutical company focused on the development of medicines targeting microRNAs, since 2008, and as its Chairman since 2013, as a member of the board of directors of Graviton Bioscience Corporation, a privately held biopharmaceutical company focused on novel therapeutics designed for the treatment of autoimmune, cancer, certain genetic, fibrotic, and other serious diseases, since September 2023, and as co-founder and Chairman of the board of directors of Epikast, Inc., a privately held company focused on providing sales, medical affairs, market access, patient engagement and other services to pharmaceutical companies, since June 2023. He previously served as a member of the board of directors of three other publicly held companies: Biogen, Inc., a biopharmaceutical company focused on the treatment of serious diseases, from 2008 to 2023, and as its Chairman from 2014 to 2023; Eucrates Biomedical Acquisition Corp., a special purpose acquisition company (SPAC) formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, and as its Chairman, from 2020 to 2023; and BG Medicine, Inc., a diagnostics company focused on the development and commercialization of cardiovascular diagnostic tests, from 2003 until 2018. Dr. Papadopoulos was also co- founder and member of the board of directors of Cellzome Inc., a privately held drug discovery company acquired by GSK plc (formerly GlaxoSmithKline) in 2012. In the not- for-profit sector, Dr. Papadopoulos is a co-founder and Chairman of Fondation Santé, and until 2023, he served as a member of the board of visitors of Duke Medicine, and a member of the Global Advisory Board of the Duke Institute for Health Innovation. Dr. Papadopoulos holds an M.S. in Physics, a Ph.D. in Biophysics and an M.B.A. in Finance, all from New York University. | |

  33. Can I change my vote after submitting my proxy?

    | Table of Contents | Proposal 1 | Director Nominees |

  34. Can I change my vote after submitting my proxy?

    | 2024 Proxy Statement | 17 |

  35. Can I change my vote after submitting my proxy?

    | George Poste, DVM, Ph.D., FRS Chief Scientist, Complex Adaptive Systems Initiative | Director since 2004 Age 79 Key Qualifications and Expertise: Our Board concluded that Dr. Poste should continue to serve as a director of Exelixis due to his training as a scientist, his knowledge and experience with respect to the life sciences, healthcare and pharmaceutical industries, his broad leadership experience resulting from service on various boards, and his knowledge and experience with policymaking, regulatory issues and other governmental matters. Committee Assignments: •Research & Development Committee (Chair) •Risk Committee Other Current Public Company Boards: •None | | George Poste, DVM, Ph.D., FRS, has been a director since August 2004. Since 2009, Dr. Poste has been the Chief Scientist at Complex Adaptive Systems Initiative and Regents’ Professor and Del E. Webb Professor of Health Innovation at Arizona State University. From 2003 to 2009, Dr. Poste served as the director of the Biodesign Institute at Arizona State University. Dr. Poste has served as the Chief Executive Officer of Health Technology Networks, a consulting company that specializes in the application of genomic technologies and computing in healthcare, since 2000. From 1992 to 1999, he was the Chief Science and Technology Officer and President, R&D, of SmithKline Beecham Corporation, a pharmaceutical company (later merged into GlaxoSmithKline plc). Dr. Poste served on the Defense Science Board of the U.S. Department of Defense from 2001 to 2010 and is a member of other organizations dedicated to advancing defenses against bioweapons and biowarfare. Dr. Poste has served as a member of the board of directors of Caris Life Sciences, a privately held medical diagnostics company, since 2009, and as a member of the board of directors of MediSix Therapeutics Pte. Ltd. (Singapore), a privately held immune engineering company developing novel cellular therapies to address Ta cell malignancies, since 2022. Previously, Dr. Poste served as a member of the board of directors of InanoBio, Inc., a privately held biotechnology company, from 2021 to 2023, as a member of the board of directors of Monsanto Company, a publicly held provider of agricultural products and solutions, from 2003 until its acquisition by Bayer Aktiengesellschaft in 2018, and as the Non-executive Chairman of Orchid Cellmark, Inc., a publicly held DNA forensics company, from 2000 until its acquisition by the Laboratory Corporation of America in 2009. Dr. Poste is a Fellow of the Royal Society, the UK Academy of Medical Sciences, Hoover Institution, Stanford University, and various other prestigious organizations and has been awarded honorary doctorates from several universities. Dr. Poste holds a DVM in veterinary medicine and a Ph.D. in Virology from the University of Bristol, England and Board Certification in Pathology from the Royal College of Pathologists. | |

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    | 18 | Exelixis, Inc. |

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    | Julie Anne Smith Chief Executive Officer, Nuvig Therapeutics, Inc. | Director since 2016 Age 53 Key Qualifications and Expertise: Our Board concluded that Ms. Smith should continue to serve as a director of Exelixis due to her knowledge and experience with respect to biotechnology, healthcare and pharmaceutical industries and her broad leadership experience resulting from service as an executive in the pharmaceutical industry. Committee Assignments: •Audit Committee •Compensation Committee (Chair) Other Current Public Company Boards: •Stoke Therapeutics, Inc., serving on the Compensation Committee | | Julie Anne Smith has been a director since September 2016. Since January 2023, Ms. Smith has served as Chief Executive Officer and a member of the board of directors of Nuvig Therapeutics, Inc., a privately held biopharmaceutical company developing proprietary recombinant human therapeutics for patients with autoimmune disease. Previously, Ms. Smith served as President and Chief Executive Officer and as a member of the board of directors of ESCAPE Bio Inc., a privately held, clinical-stage biopharmaceutical company developing novel, precisely targeted therapeutics for genetically defined neurodegenerative diseases, from 2018 to 2022, and as President and Chief Executive Officer and as a member of the board of directors of Nuredis, Inc., a privately held biotechnology company, from 2017 to 2018. Prior to Nuredis, she served as President and Chief Executive Officer of Raptor Pharmaceutical Corp., a publicly held biopharmaceutical company focused on developing and commercializing transformative treatments for people affected by rare and debilitating diseases, from 2015 until the company’s acquisition by Horizon Pharma plc in 2016, where she also served as Executive Vice President and Chief Operating Officer from 2012 to 2014. From 2008 to 2012, Ms. Smith served as Chief Commercial Officer of Enobia Pharmaceuticals prior to the company’s acquisition by Alexion Pharmaceuticals, Inc. Previously, Ms. Smith served as Vice President of Commercial at Jazz Pharmaceuticals plc from 2006 to 2008, as Vice President, Global Marketing at Genzyme General from 2001 to 2005, and helped to establish the operations and business development function for the biotech start-up, Novazyme Pharmaceuticals, from 2000 to 2001. Ms. Smith began her industry career at Bristol- Myers Squibb Company in 1996. Ms. Smith has served as a member of the board of directors of Stoke Therapeutics, Inc., a publicly held biotechnology company pioneering a new way to treat the underlying cause of genetic diseases by precisely unregulating protein expression, since 2020. Previously, Ms. Smith served as a member of the board of directors of Audentes Therapeutics, Inc. a publicly held, clinical-stage biotechnology company focused on developing and commercializing gene therapy products for patients suffering from serious, life-threatening rare diseases caused by single gene defects, from 2016 until its acquisition by Astellas Pharma Inc. in 2020, and as a Director on the Health and Emerging Companies Sections of the Biotechnology Innovation Organization (BIO) board. Ms. Smith holds a B.S. in biological and nutritional sciences from Cornell University. | | | Jack L. Wyszomierski Former Executive Vice President and Chief Financial Officer, VWR International, LLC | Director since 2004 Age 68 Key Qualifications and Expertise: Our Board concluded that Mr. Wyszomierski should continue to serve as a director of Exelixis due to his extensive financial reporting, accounting, and finance experience, as well as his experience in the healthcare and life sciences industries. These qualities have also formed the basis for the Board’s decision to appoint Mr. Wyszomierski as a member and Chair of the Audit Committee. Committee Assignments: •Audit Committee (Chair) •Governance Committee Other Current Public Company Boards: •XOMA Corporation (chair), serving on the Audit Committee and the Compensation Committee •Athersys, Inc., serving on the Audit Committee, the Compensation Committee and the Nominations, Governance and Compliance Committee (Chair) •SiteOne Landscape Supply, Inc., serving on the Audit Committee and the Nominating & Corporate Governance Committee (Chair) | | Jack L. Wyszomierski has been a director since February 2004. From 2004 to 2009, Mr. Wyszomierski served as the Executive Vice President and Chief Financial Officer of VWR International, LLC, a supplier of laboratory supplies, equipment and supply chain solutions to the global research laboratory industry. From 1982 to 2003, Mr. Wyszomierski held positions of increasing responsibility within the finance group at Schering-Plough Corporation, a health care company, culminating with his appointment as Executive Vice President and Chief Financial Officer in 1996. Prior to joining Schering-Plough, he was responsible for capitalization planning at Joy Manufacturing Company, a producer of mining equipment, and was a management consultant at Data Resources, Inc. Mr. Wyszomierski has served: as a member of the board of directors of XOMA Corporation, a publicly held biotech royalty aggregator, since 2010, and as its Chairman since January 2024; as a member of the board of directors of Athersys, Inc., a publicly held company engaged in the discovery and development of therapeutic product candidates, since 2010; and as a member of the board of directors of SiteOne Landscape Supply, Inc., a publicly held company that distributes landscape supply products, since 2016. Mr. Wyszomierski previously served as a member of the board of directors of: Unigene Laboratories, Inc., a publicly held biopharmaceutical company, from 2010 to 2013; AssuraMed Holding, Inc., a privately held distributor of home healthcare products, from 2011 until its acquisition by Cardinal Health Inc. in 2013; and Solenis, Inc., a privately held chemicals producer from 2014 until its acquisition by Platinum Equity in 2021. Mr. Wyszomierski holds a M.S. in Industrial Administration and a B.S. in Administration, Management Science and Economics from Carnegie Mellon University. | | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH NAMED NOMINEE. | |

  38. Can I change my vote after submitting my proxy?

    | Table of Contents | Proposal 1 | Director Nominees |

  39. Can I change my vote after submitting my proxy?

    | 2024 Proxy Statement | 19 |

  40. Can I change my vote after submitting my proxy?

    Board Committees Our Board has five standing committees: Audit, Compensation, Governance, Research & Development, and Risk. Each of our committees operates pursuant to a written charter (available at www.exelixis.com under the caption “Investors & News —Corporate Governance—Committee Composition and Charters”), which charters are reviewed annually by each respective committee. Audit Committee Current Members: Jack L. Wyszomierski (Chair), David E. Johnson, Stelios Papadopoulos, Julie Anne Smith (All Independent/All Audit Committee Financial Experts)* The Audit Committee assists the Board in overseeing our financial reporting process and ensuring the integrity of our financial statements. The Audit Committee is composed entirely of independent directors and performs several functions, including:

  41. Can I change my vote after submitting my proxy?

    | •Evaluating the performance, qualifications, compensation and continued engagement of the independent registered public accounting firm, as well as resolving any disagreements between the independent registered public accounting firm and management | •Reviewing the financial statements for inclusion in our Annual Report on Form 10-K and preparing the Audit Committee’s report for inclusion in our Proxy Statement or Annual Report on Form 10-K | | •Reviewing our tax strategy, material tax audits and proceedings and any other material tax matters | •Establishing procedures to receive and address complaints regarding accounting, internal accounting controls or auditing matters | | •Reviewing, overseeing and approving related person transactions | •Reviewing the results of the annual audit and the quarterly financial statement reviews with management and the independent registered public accounting firm | | •Overseeing our management of risks relating to financial reporting, fraud, securities trading and tax matters | •Maintaining compliance with SEC and Nasdaq rules applicable to audit committees | | •Serving as the Qualified Legal Compliance Committee within the meaning of Rule 205.2(k) of Title 17, Chapter II of the Code of Federal Regulations | •Reviewing and approving our decisions to enter into certain swaps and other derivatives transactions, as well as our overall hedging strategy |

  42. Can I change my vote after submitting my proxy?

    The Board has determined that each member of the Audit Committee is an “audit committee financial expert” as defined in applicable SEC rules. Although Mr. Wyszomierski, the Chair of our Audit Committee, also serves as a director and a member of the audit committee for three other publicly traded companies, he attended all Exelixis Board and Audit Committee meetings during 2023 and makes himself generally available to assist or advise Exelixis management. The Audit Committee’s report is set forth in “Report of the Audit Committee” below. *On June 30, 2023, Mr. Johnson was appointed to, and Dr. Freire concluded her service on, the Audit Committee.

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    | 20 | Exelixis, Inc. |

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    Compensation Committee Current Members: Julie Anne Smith (Chair), S. Gail Eckhardt, Robert L. Oliver, Jr., Stelios Papadopoulos (All Independent)* The Compensation Committee assists the Board in overseeing our compensation policies, plans and programs. The Compensation Committee is composed entirely of independent directors and performs several functions, including:

  45. Can I change my vote after submitting my proxy?

    | •Assessing compensation policies and practices and reviewing executive compensation | •Evaluating director compensation and recommending any changes to the Board for approval | | •Reviewing our Compensation Discussion and Analysis and preparing the Compensation Committee’s report for inclusion in our Proxy Statement | •Administering equity awards under our stock plans | | •Addressing any conflict of interest with any compensation adviser engaged by management or the Compensation Committee | •Assisting the Board in its oversight of our human capital management function, including recruiting, retention, career development and progression, non-CEO management succession and diversity | | •Establishing compensation and benefits policies for employees, including executive officers | •Overseeing annual evaluations of performance of our executive officers | | •Establishing, overseeing and reviewing stock ownership guidelines for directors and executive officers | |

  46. Can I change my vote after submitting my proxy?

    The Compensation Committee’s report is set forth in “Compensation Committee Report” below. Information on the Compensation Committee’s processes and procedures for consideration of executive compensation are addressed in “Compensation Discussion and Analysis” below. For information regarding our processes and procedures for the consideration and determination of director compensation, please see “Compensation of Directors” below. In accordance with its charter, the Compensation Committee also may delegate any of its authority or responsibility to the Chair of the Compensation Committee or to a subcommittee composed of one or more members of the Compensation Committee and/or other members of the Board and/or officers of Exelixis. *On May 7, 2023, Dr. Willsey resigned from the Compensation Committee. On May 31, 2023, Dr. Marchesi resigned from the Compensation Committee. On June 30, 2023, Dr. Freire and Mr. Oliver were appointed to the Compensation Committee. On January 26, 2024, Dr. Eckhardt was appointed to, and Dr. Freire concluded her service on, the Compensation Committee. Compensation Consultants. The Compensation Committee retained Aon’s Human Capital Solutions division of Aon plc (Aon), a compensation consulting firm serving technology and life sciences companies, as its external compensation consultant to assist the Compensation Committee in its duties related to executive and non-employee director compensation during 2023. In this capacity, Aon reported directly to the Compensation Committee or through its Chair. In addition, at the direction of the Compensation Committee, management retained Aon, principally to provide benchmark and industry compensation data for executive and broad-based compensation analyses. In consideration for compensation related services provided during 2023, we paid Aon an aggregate of $308,294. Aon’s affiliate Radford provided our management with access to the Radford Global Life Sciences Survey, Radford Global Technology Survey, Radford Global Sales Survey, Radford U.S. Benefits Survey and similar materials, for which we paid Radford an aggregate of $43,272 in 2023. Aon is also an affiliate of Aon Risk Services, which provided insurance brokerage services to us during 2023 at a total cost of $240,000. Please see “Compensation Discussion and Analysis” for more information regarding the Compensation Committee’s engagement of Aon.

  47. Can I change my vote after submitting my proxy?

    | Table of Contents | Proposal 1 | Board Committees |

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    | 2024 Proxy Statement | 21 |

  49. Can I change my vote after submitting my proxy?

    Governance Committee Current Members: Alan M. Garber (Chair), Maria C. Freire (Chair Elect), Mary C. Beckerle, Tomas J. Heyman, Jacqueline Wright, Jack L. Wyszomierski (All Independent)* The Governance Committee oversees all aspects of our corporate governance functions on behalf of the Board. The Governance Committee is composed entirely of independent directors and performs several functions, including:

  50. Can I change my vote after submitting my proxy?

    | •Overseeing our governance practices, including recommending to the Board for approval of any changes to our corporate governance framework | •Identifying, evaluating and recommending qualified director candidates to the Board | | •Ensuring effective communication between the Board, its committees and management, as well as establishing procedures for stockholders’ communications to the Board | •Developing Corporate Governance Guidelines and administering our Corporate Code of Conduct | | •Conducting periodic assessments of the performance of the Board and its committees and compliance with SEC and Nasdaq requirements for independence and expertise | •Conducting periodic assessments of sustainability strategy and policies (including ESG matters), and overseeing management in their implementation and the preparation of public disclosures pertaining to ESG programs and sustainability efforts | | •Facilitating CEO succession planning | •Overseeing the orientation program for new directors and continuing education of all directors |

  51. Can I change my vote after submitting my proxy?

    *On May 31, 2023, Mr. Feldbaum resigned from the Governance Committee. On June 30, 2023, Mr. Heyman was appointed to the Governance Committee. On January 26, 2024, Drs. Beckerle and Freire were appointed to the Governance Committee. On March 29, 2024, Dr. Freire was appointed as Chair Elect of the Governance Committee, effective May 30, 2024. In addition, Dr. Garber and Ms. Wright are not standing for re-election at the 2024 Annual Meeting. Director Qualifications; Diversity. The Governance Committee does not have a fixed set of minimum qualifications for candidates for membership on the Board. Instead, in considering candidates for directorship, the Governance Committee will generally consider all relevant factors, including the candidate’s applicable expertise and demonstrated excellence in his or her field, the usefulness of such expertise to us, the availability of the candidate to devote sufficient time and attention to the Company’s affairs, the existence of any relationship that would interfere with the exercise of the candidate’s independent judgment, and the candidate’s demonstrated character and judgment. In addition, the Board believes that its members should reflect a diversity of viewpoints, background, experience and other characteristics such as, but not limited to, gender, race and ethnicity. Accordingly, when evaluating prospective Board candidates, the Governance Committee considers (and will ask any search firm that it engages to provide) candidates who would contribute to Board diversity, including both women and individuals from underrepresented communities who meet the relevant business and search criteria. The Governance Committee and Board evaluate the effectiveness of this diversity policy as part of their periodic performance assessments. In the director candidate review process, the Governance Committee evaluates prospective candidates in the context of the existing membership of the Board (including the qualities and skills of the existing directors), our operating requirements and the long-term interests of our stockholders. The Governance Committee regularly evaluates the needs of the Board with respect to skills and experiences that may be filled by a new director candidate. In addition, the Governance Committee is authorized to access external resources as it deems necessary or appropriate to fulfill its defined responsibilities, including engagement of executive search firms to help identify director candidates.

  52. Can I change my vote after submitting my proxy?

    | 22 | Exelixis, Inc. |

  53. Can I change my vote after submitting my proxy?

    Director Nominations. The Governance Committee considers and assesses all candidates recommended by our directors, officers and stockholders. Evaluations of candidates generally involve a review of background materials, internal discussions and interviews with selected candidates as appropriate. If, after its review, the Governance Committee supports a candidate, it would recommend the candidate for consideration by the full Board. Our Governance Committee considers stockholder recommendations for directors in the same manner as other candidates. The Governance Committee has not received any recommended nominations from any stockholder holding 5% or more of our common stock in connection with the Annual Meeting. Stockholders who wish to submit potential director candidates for consideration by the Governance Committee should follow the instructions in “Questions and Answers About These Proxy Materials and Voting” above. Performance Assessments. The Governance Committee performs periodic assessments of the performance of the Board and its committees. As part of this process, each director completes an annual assessment questionnaire for the Board and each committee on which such director serves to evaluate, anonymously, the overall performance of the Board and its committees and identify areas for improvement. The factors considered in the annual assessment questionnaires include, but are not limited to: the appropriateness of the size of the Board; whether the directors possess the skills and expertise appropriate for the company; the effectiveness of the Board’s selection criteria for new director candidates (including with respect to the Board’s diversity policy); the overall effectiveness of and efficient use of time at Board and committee meetings; and the process for management to report important information to committees or the full Board, as appropriate. The annual assessment questionnaires also provide each director with an opportunity to provide open-ended responses with respect to ways to improve Board and/or committee performance. In addition, periodically, each director will interview with an independent legal counsel to the Board to discuss his or her perspectives about the Board’s performance, as well as corporate governance goals and potential risks facing the company, and summaries of these interviews are then reported to the Board. The Governance Committee and the full Board also seek input from management and external advisors as part of the performance assessment process. CEO Succession Planning. Succession planning for our CEO helps ensure continuity of leadership and is critical to the company’s success. The Board has delegated primary responsibility for CEO succession planning to the Governance Committee and both the Board and Governance Committee discuss CEO succession planning regularly in executive sessions. The Governance Committee has oversight for the development of processes and protocols for short-term and long-term succession plans that ensure stability and accountability during a period of leadership transition. Research & Development Committee Current Members: George Poste (Chair), Mary C. Beckerle, S. Gail Eckhardt, Maria C. Freire, Alan M. Garber, David E. Johnson, Stelios Papadopoulos (All Independent)* The Research & Development Committee assists the Board in overseeing various scientific matters related to our drug discovery and preclinical and clinical development programs. The Research & Development Committee is composed entirely of independent directors and performs several functions, including:

  54. Can I change my vote after submitting my proxy?

    | •Overseeing our clinical development program and internal drug discovery activities | •Reviewing the overall organization, resourcing and capabilities of our research and development business units | | •Reviewing the progress of preclinical and clinical assets that we have in-licensed or acquired and evaluating the scientific aspects of potential future business development opportunities | •Evaluating and discussing trends in the oncology treatment landscape and potential effects on our pipeline strategy and other business needs | | •Advising the Board on other matters of scientific importance as the Board, in consultation with management, may designate from time to time | |

  55. Can I change my vote after submitting my proxy?

    | Table of Contents | Proposal 1 | Board Committees |

  56. Can I change my vote after submitting my proxy?

    | 2024 Proxy Statement | 23 |

  57. Can I change my vote after submitting my proxy?

    *On May 7, 2023, Dr. Willsey resigned from the Research & Development Committee. On May 31, 2023, Dr. Marchesi resigned from the Research & Development Committee. On June 30, 2023, Mr. Johnson was appointed to the Research & Development Committee. On January 26, 2024, Drs. Beckerle and Eckhardt were appointed to the Research & Development Committee. In addition, Dr. Garber is not standing for re-election at the 2024 Annual Meeting. Risk Committee Current Members: Maria C. Freire (Chair), Tomas J. Heyman (Chair Elect), Robert L. Oliver, Jr., George Poste, Jacqueline Wright (All Independent)* The Risk Committee of the Board assists the Board in overseeing management’s responsibility to assess, manage and mitigate risks associated with our business and operational activities. The Risk Committee is composed entirely of independent directors and performs several functions, including:

  58. Can I change my vote after submitting my proxy?

    | •Reviewing our overall risk management framework and infrastructure designed to identify, assess, manage and mitigate our material risks | •Overseeing management’s administration of government and other investigations and material litigation matters | | •Overseeing management’s administration of our various compliance programs, including, but not limited to, those relating to data privacy and cybersecurity, drug safety, healthcare compliance and quality management | •Overseeing management’s identification, assessment and management of our business and operational risks not specifically allocated to the Board or another committee of the Board, and obtaining periodic reports from our Ethics Committee | | •Reviewing the policies, guidelines and practices for managing business and operational risks | •Evaluating trends in risk management and advising the Board on best practices with respect to risk management strategy and implementation |

  59. Can I change my vote after submitting my proxy?

    *On May 31, 2023, Mr. Feldbaum resigned from the Risk Committee. On June 30, 2023, Messrs. Heyman and Oliver were appointed to the Risk Committee, and Dr. Freire was appointed as Chair of the Risk Committee. On March 29, 2024, Mr. Heyman was appointed as Chair Elect of the Risk Committee effective May 30, 2024, and Dr. Freire will conclude her service as Chair and as a member of the Risk Committee on that same date. In addition, Ms. Wright is not standing for re-election at the 2024 Annual Meeting. Meetings and Attendance The Board held eight meetings during 2023, and all of our directors other than Ms. Wright attended at least 75% of the total meetings of the Board and of the committees on which they served. Ms. Wright’s absences were due principally to scheduling conflicts with certain activities and meetings. In March 2024, Ms. Wright provided us with notice that she will not be standing for re-election to the Board at the end of her current term, which expires at the Annual Meeting. The independent directors met four times in regularly scheduled executive sessions.

  60. Can I change my vote after submitting my proxy?

    | | Board of Directors | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | Research & Development Committee | Risk Committee | | Number of Meetings Held in Fiscal 2023 | 8 | 4 | 8 | 3 | 2 | 2 |

  61. Can I change my vote after submitting my proxy?

    The Board does not have a formal policy with respect to the attendance of its members at Annual Meetings of Stockholders. Dr. Morrissey, as the sole representative of the Board, attended the 2023 Annual Meeting of Stockholders.

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    | 24 | Exelixis, Inc. |

  63. Can I change my vote after submitting my proxy?

    Corporate Governance Please note that information found on, or accessible through, our website is not a part of, and is not incorporated into, this Proxy Statement. Corporate Governance Guidelines Our Corporate Governance Guidelines, can be viewed at www.exelixis.com under the caption “Investors & News— Corporate Governance—Corporate Governance Documents and Information.” This document covers, among other topics, director independence, board composition, structure and functioning, director selection criteria, diversity, committees of the board, board and board committee evaluations, overboarding guidelines and our majority voting policy. Our Board regularly reviews, and modifies from time to time, our Corporate Governance Guidelines, Board committee charters and Board practices. Special Note Regarding Other Board Service of Mr. Heyman. Our Corporate Governance Guidelines require that our non-employee directors serve on no more than three additional public company boards of directors. As of the date of this Proxy Statement, Mr. Heyman also serves as a director for five other publicly traded companies; however, he has announced his intention to not run for re-election and resign from the boards of Invivyd Inc. and Xilio Therapeutics, Inc. at each company’s respective annual meeting in 2024. Accordingly, we will then be compliant with our overboarding guidelines. In addition, Mr. Heyman attended all Exelixis Board and committee meetings following his election to the Board in 2023 and makes himself generally available to assist or advise Exelixis management. Corporate Code of Conduct Our Corporate Code of Conduct functions as our Code of Ethics under the SEC rules and applies to all directors, officers and employees. The Corporate Code of Conduct is posted on our website at www.exelixis.com under the caption “Investors & News—Corporate Governance—Corporate Governance Documents and Information.” We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this Corporate Code of Conduct by posting such information on our website, at the address and location specified above and, to the extent required by the listing standards of the Nasdaq Stock Market, by filing a Current Report on Form 8-K with the SEC, disclosing such information. Our Corporate Code of Conduct reflects our corporate values and describes how our officers, directors, employees and contractors are expected to conduct themselves when representing Exelixis. It also underscores our commitment to strive to comply with laws that regulate our business activities as a biotechnology company. Our employees receive regular training on our Corporate Code of Conduct. Included in our Corporate Code of Conduct are procedures for employees to report potential violations to our Ethics Committee, which is chaired by our Chief Executive Officer and includes other members of our senior management team. To help ensure our employees feel comfortable raising good faith questions or concerns with respect to our Corporate Code of Conduct or our other policies, these reports can be made confidentially (or anonymously) via our Ethics Helpline, and we maintain a strict policy against any retaliation or discrimination towards an employee who makes such a report. The Board, through the Audit Committee, regularly receives reports of disclosures made through the Ethics Helpline, as well as any concerns raised to the Ethics Committee or otherwise submitted through our internal compliance reporting system. The Audit Committee is responsible for the oversight of such matters, or as appropriate, will assign such oversight to another committee of the Board. Board Leadership Structure The Board does not have a formal policy on whether the role of Chair and Chief Executive Officer should be separate or combined. Our Corporate Governance Guidelines provide that the Board will select its Chair and the Chief Executive Officer in the manner it considers to be in the best interests of our company. Currently, we have an independent Chair of the Board separate from the Chief Executive Officer. The Board believes this bifurcated structure provides for independent oversight of management and strong Board leadership, while allowing for the effective management of company affairs.

  64. Can I change my vote after submitting my proxy?

    | Table of Contents | Proposal 1 | Corporate Governance |

  65. Can I change my vote after submitting my proxy?

    | 2024 Proxy Statement | 25 |

  66. Can I change my vote after submitting my proxy?

    Role of the Board in Risk Oversight Management is responsible for assessing, managing and mitigating the various risks associated with our business and operational activities, including, without limitation, strategic, operational, financial, regulatory and cybersecurity risks that may exist from time to time. Management has implemented appropriate risk management structures, policies and procedures, and manages our risk exposure on a day-to-day basis. In accordance with our Corporate Governance Guidelines, the Board, both directly and through its committees (including the Risk Committee), oversees the proper functioning of our risk management processes. In their specific risk oversight roles, the Board and the Risk Committee evaluate whether management has reasonable controls in place to address material risks currently facing our company and those we may face in the future. The Board, the Risk Committee and other committees meet at regularly scheduled and special meetings throughout the year at which management reports to the Board concerning the results of its risk management activities, as well as external changes that may change the levels of business risk to which we are exposed. The Board delegates certain of its risk oversight responsibilities to its various committees as follows: ››Our Audit Committee oversees the management of risks relating to financial reporting or fraud, securities trading and tax matters. Our Audit Committee also reviews any proposed related party transactions to ensure we do not engage in transactions that would create a conflict of interest or result in harm to us. ››Our Compensation Committee periodically assesses our compensation policies and practices, including structuring and reviewing our executive compensation programs and conducting an annual compensation risk assessment, to determine whether these policies or practices are reasonably likely to have a material adverse effect on us. Our Compensation Committee also assists the Board in its oversight of our human capital management function. ››Our Governance Committee oversees our governance practices and the management of related risks, including director independence and Board composition and succession of both the Board and CEO, and the development and administration of our Code of Conduct. ››Our Research & Development Committee evaluates risks associated with the scientific discovery process, preclinical and clinical development programs, to the extent not within the purview of the Risk Committee’s oversight of our compliance programs. ››Our Risk Committee assists the Board with oversight of our internal risk management framework, policies, guidelines and infrastructure, and, if called for, its administration of government and other investigations and material litigation matters. The Risk Committee receives reports from members of management’s Ethics Committee and also oversees management in the dispatch of its responsibility to administer our various compliance programs, including, but not limited to, data privacy and cybersecurity, drug safety, healthcare compliance and quality management. Finally, the Risk Committee oversees our business and operational risks that are not specifically allocated to the Board or another committee of the Board, and also evaluates risk management trends in order to advise the Board on best practices with respect to risk management strategy and implementation. The Risk Committee provides periodic reports to the full Board. Our senior management presents the full Board with frequent business updates during both regular Board meetings and monthly teleconferences, at which time the Board provides management with feedback, makes recommendations and, as needed, issues directives to address our risk exposure.

  67. Can I change my vote after submitting my proxy?

    | 26 | Exelixis, Inc. |

  68. Can I change my vote after submitting my proxy?

    Prohibitions on Derivative, Hedging, Monetization and Other Transactions We maintain an insider trading policy that applies to directors and employees, including our executive officers, which prohibits certain transactions in our stock, including short sales, puts, calls or other transactions involving derivative securities, hedging or monetization transactions, purchases of Exelixis securities on margin or borrowing against an account in which Exelixis securities are held, or, subject to the following exception, pledging Exelixis stock as collateral for a loan. There are no exceptions to these prohibitions, other than the pledging of Exelixis stock as collateral for a loan, which requires prior approval of Exelixis’ Securities Compliance Committee (comprising senior members of our legal and finance teams). Before granting the exception, the Securities Compliance Committee will require such director or employee to establish his or her financial capacity to repay the loan without resort to the pledged securities, and the pledged securities may not be sold without the advance written consent of the Securities Compliance Committee. As of the date of this Proxy Statement, no shares of Exelixis stock are pledged by any of our directors or executive officers. Stockholder Communications with the Board The Board welcomes communications from Exelixis’ stockholders. Stockholders may communicate with the Board by sending a written communication to “Exelixis, Inc., Board of Directors c/o Corporate Secretary, 1851 Harbor Bay Parkway, Alameda, California 94502.” Stockholders may also communicate with the Board by facsimile at (650) 837-7951 or by e-mail at info@exelixis.com, with each of the foregoing sent with “Attn: Board of Directors” in the “Subject” line. Each communication must set forth the name and address of the stockholder as it appears in Exelixis’ records (and, if the stock is held by a nominee, the name and address of the beneficial owner of the stock). After confirming the stock ownership of the author of the communication, the Corporate Secretary will review and evaluate the communication, and shall have the authority to and will screen out communications from stockholders that are not directly related to the duties and responsibilities of the Board. The Corporate Secretary may also disregard duplicative communications. If deemed directly related to the duties and responsibilities of the Board, the Corporate Secretary will forward the communication, depending on the subject matter, to the Chair of the Governance Committee, the Chair of the Audit Committee, the Chair of the Board, the independent directors, or the full Board, as deemed appropriate. Stockholder Outreach We maintain a robust investor relations and corporate governance program for stockholder outreach to provide regular updates on our business performance and corporate strategy, including but not limited to financial results, clinical trial readouts, pipeline advancement, business development efforts and upcoming milestones, as well as corporate governance related matters, including our executive compensation program, human capital management practices, DEI programs and initiatives, governance practices (such as Board independence, composition, tenure and refreshment), ESG disclosures (including the CV&S report) and other areas of our business, to elicit a better understanding of their concerns and perspectives. We bi-annually request engagement meetings with our top 35 institutional shareholders representing over 60% of our common stock outstanding. Additionally, we accept 100% of engagement meetings requested by our top shareholders. As a result, we have implemented the feedback received from our stockholders into various areas of our business. For additional details about our stockholder outreach efforts during fiscal 2023, please see “Compensation Discussion and Analysis—How We Determine Executive Compensation— Stockholder Outreach and Board Responsiveness.” Stock Ownership Guidelines for Non-Employee Directors We maintain Stock Ownership Guidelines for our directors and Named Executive Officers to further align their financial interests with those of our stockholders, as well as to promote sound corporate governance. For our non-employee directors, our Stock Ownership Guidelines require an ownership target of the value equivalent to 5 times the annual cash Board retainer. All non-employee directors are expected to achieve their stock ownership targets within five years of becoming subject to these guidelines. The policy includes procedures for granting exemptions in the case of severe financial hardship. Ownership targets for our Named Executive Officers (including those serving on our Board) are described below under “Compensation Discussion and Analysis—Other Compensation Information—Stock Ownership Guidelines for NEOs.”

  69. Can I change my vote after submitting my proxy?

    | Table of Contents | Proposal 1 | Corporate Governance |

  70. Can I change my vote after submitting my proxy?

    | 2024 Proxy Statement | 27 |

  71. Can I change my vote after submitting my proxy?

    In September 2023, we amended our Stock Ownership Guidelines with respect to determining ownership levels for each non-employee director, among other changes. Under our amended Stock Ownership Guidelines, credit is provided for shares held outright (including shares owned through trusts, the Amended and Restated Exelixis, Inc. 401(k) Plan (401(k) Plan), or by a spouse), as well as shares to be issued upon vesting of RSUs (as defined below) and PSUs (as defined below, to the extent such performance criteria has been achieved), in each case net of applicable taxes. Credit is no longer provided for any unexercised stock options (regardless of whether such stock options are vested). The values for all shares determined to be held by our non-employee directors and Named Executive Officers are based on the 200-day average stock price as of the measurement date. As of February 28, 2024, all of our non-employee directors had met the required ownership targets, with the exceptions of Messrs. Heyman, Johnson and Oliver, who joined the Board in May 2023 and are not required to achieve their stock ownership targets until May 2028, and Drs. Beckerle and Eckhardt, who joined the Board in January 2024 and are not required to achieve their stock ownership targets until January 2029. Spotlight on Corporate Responsibility and Sustainability Exelixis’ mission is to help cancer patients recover stronger and live longer. In addition to delivering for patients, we are also focused on contributing positively to society at large. To that end, Exelixis expects that its employees will commit to the highest standards of ethical behavior and maintain values and principles that reflect both global awareness and sustainability. This entails integrating ESG considerations directly into our research and development projects, business operations and investment processes as we strive to create sustained value for all our stakeholders by translating science into impact for patients and all those we serve. In October 2023, we issued our 2023 Corporate Values & Sustainability (CV&S) report, which details our sustainable business practices and progress on ESG initiatives and focused on four key themes: Access to Innovative and Safe Cancer Medicines We can only accomplish our mission to help cancer patients if the medicines we discover and develop are innovative and fulfill unmet medical needs. Furthermore, those medicines must be of the highest quality, have an acceptable safety profile, be available expeditiously when prescribed by healthcare professionals and be accessible to cancer patients that would otherwise go without it due to lack of insurance or inability to pay. Key Components: •Discovering new treatment options to target an expanding range of tumor types and indications •Disciplined investing of our revenues from the cabozantinib franchise sales into research and development to fuel the discovery and development of the next generation of drug candidates for cancer patients •Conducting safe and ethical clinical trials, including improved representation of diverse communities in the relevant trials •Supporting patients with improved access and affordability, including through Exelixis Access Services (EASE), a comprehensive resource that provides co-pay assistance, allows qualifying uninsured or underinsured patients to receive medication free of charge and connects patients with healthcare providers to assist with their treatment •Safeguarding the integrity of our products through their entire lifecycle, from preclinical and clinical development through the post- market experience

  72. Can I change my vote after submitting my proxy?

    | 28 | Exelixis, Inc. |

  73. Can I change my vote after submitting my proxy?

    Community Engagement and Advocacy We connect with communities in which our employees live and work and like-minded organizations that are dedicated to improving cancer care, education, outreach and advocacy. Through our giving initiatives, we extend our impact and create partnerships to benefit patients and the healthcare professionals and researchers championing their care. We also fund educational requests, sponsorships and charitable organizations, and support employee giving and volunteerism, knowing that together we can do more for all the communities we serve. Key Components: •Matching employee donations up to a certain amount, enabling our employees, in most instances, to double the impact of dollars they donate to philanthropic and community organizations through our Exelixis Employee Giving Program •The Exelixis Employee Volunteer Program, enabling employees to give back to the communities in which we live and work on a paid time off basis •Raising awareness of health-related cancer issues and providing the public with accurate and appropriate information, assistance and/or education on the prevention, diagnosis and treatment of disease •Speaking out on important public policies to drive greater awareness and acknowledgment from legislators and policymakers of the important role played by emerging biotech companies in our nation’s medical innovation ecosystem Our People and Culture We nurture a culture in which all employees feel empowered to be their authentic selves. We respect and appreciate each employee’s unique perspective and experiences, and believe that celebrating, encouraging and supporting both similarities and differences contributes to our company mission. We take pride in our core corporate values to Be Exceptional, Excel for Patients and Exceed Together, and remain committed to fostering a culture in which each and every employee feels a sense of belonging to the Exelixis team and our mission. Key Components: •Talent management, including competitive benefits programs to recruit and retain talented employees and a collaborative workplace culture that fosters individual development, while embodying our corporate values •Talent development, including offering a tuition reimbursement program as well as professional development courses ranging from technical training to competency-based workshops and leadership development programs facilitated by external partners who are experts in their respective fields •Employee engagement, including recruitment initiatives, compensation and benefits programs, safety in performing critical laboratory work, diversity and other matters relevant to human capital management •An employee Diversity Council and eight employee resource groups, facilitating the self expression and representation of different racially, culturally, and socially connected community groups, within and beyond Exelixis •Employee health and safety, including regular inspections and training to promote general workplace safety and low rate of accidents

  74. Can I change my vote after submitting my proxy?

    | Table of Contents | Proposal 1 | Corporate Governance |

  75. Can I change my vote after submitting my proxy?

    | 2024 Proxy Statement | 29 |

  76. Can I change my vote after submitting my proxy?

    Environmental Management We are committed to conducting business in a way that respects our environment and the Earth’s changing climate. As part of this commitment, we recognize that climate change threatens human safety and well-being on a dramatic scale. We feel all businesses—especially those like ours that are dedicated to human health— have a duty to minimize their impact on climate change and promote a long and prosperous future for all of Earth’s inhabitants. Throughout 2023, we incorporated many environmentally sustainable practices into our facilities and operations. Key Components: •Sustainable facilities, including prioritizing reduction of our energy use where possible and shifting our energy consumption to renewable sources: ◦We invest in energy- and water-efficient equipment, technology and other building features as we continue to grow our physical footprint ◦Our facilities meet and, in many cases, exceed building code standards for energy efficiency and environmental impact (most notably, our largest building at our Alameda campus received a LEED BD+C Gold Certification through the U.S. Green Building Council) ◦100% clean electricity, purchased from eligible renewable sources and large hydroelectric sources, in addition to power generated from onsite solar panels •Green transportation, including our commuter support program (ongoing since 2019) to replace single-occupancy vehicle trips with shared transport to help reduce the carbon footprint of our commuting workforce •Environmental baseline, including launch of a new software system to help us track energy and natural gas usage across our Alameda campus, providing us with insights on our performance and opportunities to optimize our use of these resources •Waste management, including strict adherence to applicable laws and regulations on handling hazardous materials and wastes in the course of business: ◦We take steps to decrease the environmental impact of our laboratory activities, such as using supercritical fluid chromatography, an eco-friendly method to purify small molecules, and implementing a solvent dispensing system that reduces packaging waste for common chemicals ◦We also implement a “take back” program that provides easy disposal of unused products Further information about our ESG programs and sustainability efforts, including our full CV&S Report, is available on our website at www.exelixis.com under the caption “Creating Impact—Sustainability.”

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  78. Can I change my vote after submitting my proxy?

    COMPENSATION OF DIRECTORS

  79. Overview of Director Compensation

    Overview of Director Compensation The compensation program for our non-employee directors is intended to be competitive and fair so that we can attract optimal talent to our Board and recognize the time and effort required of a director given the size and complexity of our operations. In accordance with its charter, our Compensation Committee is responsible for recommending to the Board for approval the annual compensation for our non-employee directors and acts on behalf of the Board in discharging the Board’s responsibilities with respect to overseeing our compensation policies for non-employee directors. To assist with the Compensation Committee’s and the Board’s review, the Compensation Committee’s external compensation consultant prepares a comprehensive annual assessment of our non-employee director compensation program. The assessment includes benchmarking director compensation against the same 2023 peer group used for executive compensation purposes, an update in recent trends in director compensation and a review of related corporate governance best practices.

  80. Recent Changes to Director Compensation

    Recent Changes to Director Compensation In September 2023, the Board approved changes to the non-employee director compensation program following consideration of market data prepared by the Compensation Committee’s independent compensation adviser, Aon, and the recommendation of the Compensation Committee. The primary goal of these changes was to balance our ability to attract and retain the highest quality directors while aligning the program with the interests of our stockholders. As such, the Board eliminated meeting fees for attendance at Board or committee meetings in excess of a pre-determined number of meetings for each fiscal year (described in more detail below), and instead aligned the annual cash retainers for Board and committee service to the 50th percentile and just above the 75th percentile, respectively, of our same 2023 peer group used for executive compensation purposes. This change was effective beginning with the fourth quarter of fiscal 2023, whereas the first three quarters of fiscal 2023 were subject to the prior fee schedule.

  81. Cash Compensation Arrangements

    | Table of Contents | Compensation of Directors |

  82. Meaningful Limits on Director Compensation

    Meaningful Limits on Director Compensation The aggregate value of all compensation granted or paid to any individual solely for service as a non-employee director may not exceed (a) $750,000 in total value with respect to any calendar year after a non-employee director is first appointed or elected to the Board or (b) $1,500,000 in total value with respect to the calendar year during which a non-employee director is first appointed or elected to the Board, in each case calculating the value of any stock awards based on the grant date fair value of such awards for financial reporting purposes. These limits on non-employee director compensation were approved by our stockholders and are included in our 2017 Plan.

  83. Meaningful Limits on Director Compensation

    | Table of Contents | Compensation of Directors |

  84. Meaningful Limits on Director Compensation

    | 2024 Proxy Statement | 33 |

  85. Meaningful Limits on Director Compensation

    Director Compensation Table The following table shows compensation information for our non-employee directors for the fiscal year ended December 29, 2023. As Drs. Beckerle and Eckhardt joined our Board on January 5, 2024, they are not included in the table below.

  86. Meaningful Limits on Director Compensation

    | | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Carl B. Feldbaum, Esq. (4) | 37,500 | — | — | 50,000 | 87,500 | | Maria C. Freire, Ph.D. | 87,000 | 401,722 | — | | 488,722 | | Alan M. Garber, M.D., Ph.D. (5) | 80,500 | — | 400,667 | | 481,167 | | Tomas J. Heyman (6) | 37,250 | 350,433 | 328,508 | | 716,191 | | David E. Johnson (6) | 39,750 | 350,433 | 328,508 | | 718,691 | | Vincent T. Marchesi, M.D., Ph.D. (4) | 35,000 | — | — | 50,000 | 85,000 | | Robert L. Oliver, Jr. (6) | 38,500 | 350,433 | 328,508 | | 717,441 | | Stelios Papadopoulos, Ph.D. | 118,250 | 401,722 | — | | 519,972 | | George Poste, DVM, Ph.D., FRS | 80,500 | 401,722 | — | | 482,222 | | Julie A. Smith | 90,250 | — | 400,667 | | 490,917 | | Lance Willsey, M.D. (7) | 35,000 | — | — | | 35,000 | | Jacqueline Wright (5) | 69,750 | 401,722 | — | | 471,472 | | Jack L. Wyszomierski | 89,250 | 401,722 | — | | 490,972 |

  87. Meaningful Limits on Director Compensation

    (1)On June 1, 2023, each of Drs. Freire, Papadopoulos and Poste, Ms. Wright and Mr. Wyszomierski were granted an RSU award pursuant to the Directors’ Policy. Each of Drs. Freire, Papadopoulos and Poste, Ms. Wright and Mr. Wyszomierski elected to receive 100% of their annual award in the form of RSU awards. Amounts shown in this column reflect the grant date fair value of the RSU award as computed in accordance with Financial Accounting Standards Board, Accounting Standards Codification Topic 718 (ASC 718). Please see “Equity Compensation Arrangements” above for a description of the RSU awards made to non-employee directors on June 1, 2023. The initial RSU awards granted to Messrs. Heyman, Johnson and Oliver on May 31, 2023 are described in Footnote 6 below. Only one RSU award was granted to each of Drs. Freire, Papadopoulos and Poste, Ms. Wright and Messrs. Heyman, Johnson, Oliver and Wyszomierski during fiscal 2023 and, accordingly, the grant date fair value of that RSU award is reflected in the table. The aggregate number of shares subject to all RSUs held by each of these non-employee directors as of December 29, 2023, is as follows: Dr. Freire—20,718; Mr. Heyman—18,176; Mr. Johnson—18,176; Mr. Oliver—18,176; Dr. Papadopoulos—20,718; Dr. Poste—20,718; Ms. Wright—31,148; and Mr. Wyszomierski—20,718. None of the other non-employee directors received any RSU awards during fiscal 2023, and none of the other non-employee directors held any outstanding RSU or other stock awards as of December 29, 2023. (2)On June 1, 2023, each of Dr. Garber and Ms. Smith were granted an option to purchase our common stock pursuant to the Directors’ Policy. Each of Dr. Garber and Ms. Smith elected to receive 100% of their annual award in the form of options to purchase our common stock. Amounts shown in this column reflect the aggregate grant date fair value for the option awards granted in fiscal 2023 as computed in accordance with ASC 718. The assumptions used to calculate the value of option awards are set forth in Note 8 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 29, 2023, filed with the SEC on February 6, 2024. There can be no assurance that the options will ever be exercised (in which case no value will actually be realized by the director) or that the value on exercise of stock options will be equal to the grant date fair value shown in this column. Please see “Equity Compensation Arrangements” above for a description of the option grants made to non-employee directors on June 1, 2023. The initial stock options granted to Messrs. Heyman, Johnson and Oliver on May 31, 2023 are described in Footnote 6 below. Only one stock option award was granted to each of Dr. Garber, Ms. Smith and Messrs. Heyman, Johnson, and Oliver during fiscal 2023 and, accordingly, the grant date fair value of that stock option is reflected in the table. The aggregate number of shares subject to all stock options held by each of our current and former non-employee directors as of December 29, 2023, is as follows: Mr. Feldbaum—181,958; Dr. Freire—96,802; Dr. Garber—248,107; Mr. Heyman—36,353; Mr. Johnson—36,353; Dr. Marchesi—80,248; Mr. Oliver—36,353; Dr. Papadopoulos—48,194; Dr. Poste—48,194; Ms. Smith—200,428; Ms. Wright— 62,077; and Mr. Wyszomierski—80,248. (3)Reflects the consulting fees earned by Dr. Marchesi and Mr. Feldbaum during fiscal 2023.

  88. Meaningful Limits on Director Compensation

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  89. Meaningful Limits on Director Compensation

    (4)Dr. Marchesi and Mr. Feldbaum did not stand for re-election at the 2023 Annual Meeting of Stockholders and resigned from the Board effective as of May 31, 2023. (5)Dr. Garber and Ms. Wright are not standing for re-election at the 2024 Annual Meeting of Stockholders. (6)On May 31, 2023, each of Messrs. Heyman, Johnson and Oliver was granted an RSU award representing 18,176 shares of our common stock and an option to purchase 36,353 shares or our common stock, together comprising each director’s initial award in connection with their joining the Board. The grant date fair values of the RSU components of each director’s initial award was $350,433, and the grant date fair values of the option components of each director’s initial award was $328,508, in each case as computed in accordance with ASC 718. The assumptions used to calculate the value of this option award are set forth in Note 8 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 29, 2023, filed with the SEC on February 6, 2024. There can be no assurance that the option will ever be exercised (in which case no value will actually be realized by Messrs. Heyman, Johnson and Oliver) or that the value on exercises of the stock options will be equal to the grant date fair values described above. Please see “Equity Compensation Arrangements” above for a description of the initial awards granted to Messrs. Heyman, Johnson and Oliver on May 31, 2023. In addition, Mr. Johnson is deemed to hold the stock options and RSUs reported in this table for the benefit of the Caligan Fund and Accounts (as defined below), and may, after the vesting of any RSUs or the exercise of any stock options, if applicable, transfer the underlying shares of our common stock directly to the Caligan Fund and Accounts. (7)Dr. Willsey resigned from the Board effective as of May 7, 2023.

  90. Meaningful Limits on Director Compensation

    | Table of Contents | Compensation of Directors | Director Compensation Table |

  91. Meaningful Limits on Director Compensation

    | 2024 Proxy Statement | 35 |

  92. Meaningful Limits on Director Compensation

    PROPOSAL 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee of the Board has selected Ernst & Young LLP as Exelixis’ independent registered public accounting firm for the fiscal year ending January 3, 2025. The Board, on behalf of the Audit Committee, has further directed that management submit the selection of the independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Ernst & Young LLP has audited our financial statements for each of the twenty-three fiscal years in the period ended December 29, 2023. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions. Neither our Bylaws nor other governing documents or law require stockholder ratification of the selection of Ernst & Young LLP as Exelixis’ independent registered public accounting firm. However, the Board is submitting the selection of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate governance. If the stockholders fail to ratify the selection, the Audit Committee of the Board will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee of the Board in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of Exelixis and its stockholders. The affirmative vote of the holders of a majority of the shares present or represented by proxy at the Annual Meeting and entitled to vote on this proposal is required to ratify the selection of Ernst & Young LLP. Abstentions will be counted toward the tabulation of votes cast on this proposal and will have the same effect as votes against this proposal. As discussed above, if your broker holds your shares, your broker is not entitled to vote your shares on this proposal without your instruction. Broker non-votes, if any, will have no effect.

  93. Meaningful Limits on Director Compensation

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  94. Meaningful Limits on Director Compensation

    Principal Accountant Fees and Services The aggregate fees billed by Ernst & Young LLP for the last two fiscal years (fiscal 2023, which ended on December 29, 2023, and fiscal 2022, which ended on December 30, 2022) for the services described below are as follows:

  95. Meaningful Limits on Director Compensation

    | | Fiscal Year Ended | | | | December 29, 2023 | December 30, 2022 | | Audit fees (1) | $2,805,390 | $2,611,000 | | Audit-related fees (2) | 130,000 | 275,000 | | Tax fees: | 547,405 | 481,560 | | Tax compliance fees (3) | 259,100 | 246,735 | | Other tax fees (4) | 288,305 | 234,825 | | All other fees (5) | — | 2,000 | | Total Fees | $3,482,795 | $3,369,560 |

  96. Meaningful Limits on Director Compensation

    (1)“Audit fees” consist of fees billed for professional services rendered for the audit of our consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by Ernst & Young LLP in connection with statutory and regulatory filings and other engagements such as consents and review of documents filed with the SEC. (2)“Audit-related fees” consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit fees.” During fiscal 2023 and 2022 these services included consultations relating to various transactions. (3)“Tax compliance fees” consist of fees for tax compliance and tax preparation. (4)“Other tax fees” consist of fees for tax advice and tax planning. (5)“All other fees” consist of fees for products and services other than the services described above. During fiscal 2022, these fees related to an on-line subscription to an Ernst & Young LLP database. All fees described above were pre-approved by the Audit Committee. The Audit Committee has determined that the rendering of the services other than audit services by Ernst & Young LLP is compatible with maintaining the independence of the independent registered public accounting firm.

  97. Compensation Practices and Governance Highlights

    | Pay for Performance | ›› NEO compensation is closely linked to our corporate performance | | Stockholder Alignment | ›› Long-term equity incentives align the long-term financial interests of our NEOs with those of our stockholders | | Compensation Governance | ›› Our Compensation Committee is made up entirely of independent directors and engages an independent compensation consultant to advise on executive compensation matters | | Stockholder Feedback | ›› We value and regularly solicit stockholder feedback, including through an annual stockholder advisory vote to approve our executive compensation program (referred to herein as Say on Pay) | | Recoupment or Clawback Policy | ›› We maintain a Policy for Recoupment of Variable Compensation (referred to herein as the Clawback Policy) that permits the company to recoup variable compensation from senior level employees, including our NEOs, in the event of misconduct that causes material harm to the company ›› NEW: In September 2023, we amended and restated our Clawback Policy in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act to provide for recovery of incentive-based compensation erroneously received by current or former executive officers, including our NEOs, following a restatement of financial results | | Annual Cash Bonus Amounts Subject to Payment Maximums | ›› Our Annual Cash Bonus Plan sets a cap of 200% on the payouts of target bonus payments for individual and/or corporate performance | | Equity Plan Features | ›› The 2017 Plan includes minimum vesting requirements of no less than one year for all types of awards, subject to limited exceptions ›› Applies a maximum 7-year term for stock options ›› Prohibits repricing of underwater stock options without prior stockholder approval | | Stock Ownership Guidelines | ›› We apply, monitor and enforce stock ownership guidelines to directors and executive officers to further align their interests with those of our stockholders ›› NEW: In September 2023, we amended our stock ownership guidelines to increase the target value for the Chief Executive Officer to 6 times his annual base salary | | Change in Control Provisions | ›› Does not include excessive change in control or severance payments ›› Provides “double-trigger” change in control benefits ›› Does not include Code Section 280G tax gross-ups on severance or change in control benefits | | Perquisites, Retirement and Pension Benefits | ›› Our NEOs do not receive excessive perquisites or post-termination retirement or pension benefits that are not available to all employees generally | | Prohibition on Hedging and Margin Loans | ›› We prohibit hedging and purchases on margin by executive officers and directors | | Meaningful Limits on Pledging | ›› We limit pledging of our common stock by executive officers and directors to circumstances where the individual can clearly demonstrate the financial capacity to repay the loan without resorting to the pledged securities ›› No executive officers or directors pledged our common stock during 2023 | | Compensation Risk Assessment | ›› Our Compensation Committee annually assesses the risks associated with our compensation policies and practices to ensure that our programs are not reasonably likely to have a material adverse effect on the company |

  98. Role of Independent Compensation Consultants

    Role of Independent Compensation Consultants Our Compensation Committee uses an independent compensation consulting firm to advise on executive officer compensation, including base salaries, bonus targets and equity compensation, and director compensation. For 2023, the Compensation Committee retained the consulting firm Aon, to advise and assist with: ››Development of a peer group to be used in the evaluation of 2023 executive and director compensation determinations ››Documentary support, including peer group and industry data, with respect to base salaries, target annual cash bonuses and equity compensation ››A market analysis of executive officer compensation compared to our peer group, which was reviewed with the Compensation Committee and used to guide 2023 base salary and bonus target decisions for our NEOs ››A market analysis of long-term incentive compensation of our executive officers compared to our peer group, which market analysis was reviewed with the Compensation Committee and used to guide 2023 long-term equity compensation determinations The Compensation Committee assessed the independence of Aon pursuant to SEC rules and concluded that the work performed by Aon for the Compensation Committee did not raise any conflicts of interest.

  99. Compensation Committee Process

    Compensation Committee Process In setting the level of salary, annual cash bonus and long-term incentive compensation for our NEOs, the Compensation Committee typically considers various factors, including: ››company performance during the prior year; ››each NEO’s individual contribution toward achievement of our corporate goals; ››the criticality of each NEO’s skill set and relative expected future contributions to our business; ››the growing complexity of our business and commensurate increase in workloads and responsibilities of our NEOs; ››the appropriate compensation mix for each NEO; ››the historical salary, cash bonus and percentage of vested versus unvested equity awards held by each NEO; and ››market data, which include competitive information relating to compensation levels for comparable positions in the biotechnology and life sciences sector and for our specific peer group.

  100. Peer Group Development Process and How We Used the Data

    Peer Group Development Process and How We Used the Data The Compensation Committee regularly reviews and makes adjustments to the composition of the peer group to account for changes in both our business and the businesses of the companies in the peer group. The Compensation Committee does not have a specific target compensation level for the NEOs. Instead, we review our peer group benchmarking data and data from within the general biotechnology market as a reference point to ensure our NEO and executive officer roles are properly valued. In developing the 2023 peer group, the Compensation Committee considered the continued evolution of our business and meaningful developments in comparison to the 2022 peer group companies. It also considered what other companies might make suitable additions to the 2023 list. The key qualitative and quantitative considerations that influenced the development of the 2023 peer group were: ››industry, including biotechnology and pharmaceutical companies; ››therapeutic area, including companies with an oncology product focus; ››stage of business, as reflected by the existence of at least one marketed product; ››organizational complexity, as reflected by headcount between 0.3x—3.0x Exelixis’ then-current headcount (approximately 350 employees—3,300 employees); ››whether the company is traded on a major U.S. exchange; ››market capitalization between 0.4x—3.3x of Exelixis’ then-current market capitalization (approximately $2.5 billion—approximately $20.0 billion); and ››revenues between 0.5x—2.5x of Exelixis’ then-current revenues (approximately $750 million— approximately $3.75 billion). Following this analysis, the Compensation Committee, in consultation with management and Aon, identified the following 18 publicly-traded, U.S.-based biotechnology/pharmaceutical companies as our peer group (our Peers) to be used in reviewing compensation for 2023:

  101. Peer Group Development Process and How We Used the Data

    | Our Fiscal 2023 Peers (1) | | | | ACADIA Pharmaceuticals Inc. | Exact Sciences Corporation | Neurocrine Biosciences, Inc. | | Alkermes plc | Horizon Therapeutics plc | NovoCure Limited | | Alnylam Pharmaceuticals, Inc. | Incyte Corporation | Sarepta Therapeutics, Inc. | | BeiGene, Ltd. | Ionis Pharmaceuticals, Inc. | Seagen Inc. | | BioMarin Pharmaceutical Inc. | Jazz Pharmaceuticals plc | Ultragenyx Pharmaceutical Inc. | | Blueprint Medicines Corporation | Natera, Inc. | United Therapeutics Corporation |

  102. Peer Group Development Process and How We Used the Data

    (1)Per our selection criteria, in 2023, we added Exact Sciences Corporation, and removed Emergent BioSolutions Inc. and Sage Therapeutics, Inc., from our Peers.

  103. (as of July 2022)

    | Element | | Description | Objective(s) | | Annual Base Salary | | Annual fixed cash compensation | Provide a predictable level of income that is competitive with our Peers | | Annual Cash Bonus | | Variable cash compensation based on corporate performance, including achievement against pre-determined corporate goals and the individual contributions of each NEO toward the achievement of such corporate goals | Align our executive compensation with our annual corporate goals Motivate and reward achievement of corporate goals and overall company performance, including through individual contributions | | Long-Term Incentive Compensation | RSUs (or PSUs, if performance- based) | Variable share-based compensation, subject to either time-based yearly vesting over four years or performance-based vesting based on the achievement of key corporate goals PSUs generally have a three-year performance period, with 50% of the earned PSUs vesting upon the Compensation Committee’s certification, and the remaining 50% vesting on the first quarterly vesting date following the one-year anniversary of the Compensation Committee’s certification | Align the interests of our executives with those of our stockholders Motivate our executives to achieve long-term corporate performance objectives Promote retention, including during periods of stock price volatility common to biotechnology companies | | | Stock Options | Variable share-based compensation with value derived from appreciation in our company’s stock price | Align the interests of our executives with those of our stockholders Motivate our executives to achieve critical business objectives as stock options only have value if the value of our company as reflected by our stock price increases over time |

  104. Other Compensation and Benefits

    Other Compensation and Benefits All of our employees, including our NEOs, are eligible to participate in our 401(k) Plan, our ESPP and other benefit programs on the same basis as other employees. These programs are intended to provide tax-beneficial ways to save toward retirement, promote health and wellness and encourage stock ownership. Our NEOs are also eligible to participate in our Change in Control and Severance Benefit Plan (CIC Plan), a compensation program that incentivizes our executive officers to remain with our company, and objectively evaluate and facilitate an acquisition of our company should consideration of such a transaction be determined appropriate by the Board and in the best interests of our stockholders. The Compensation Committee believes that considered together, these benefits are critical for motivating and retaining our executive leaders and are consistent with compensation arrangements provided in the competitive market for executive talent.

  105. Other Compensation and Benefits

    | Element | Description | | 401(k) Plan | All employees, including NEOs, may contribute their own funds, as salary deductions, on a pre-tax or after-tax basis, subject to plan and government limits. For 2023, we matched pre-tax and Roth 401(k) contributions dollar-for-dollar up to $11,000. | | Employee Stock Purchase Plan | Our ESPP allows all employees, including NEOs, to purchase shares of our common stock at a price equal to the lower of 85% of the closing price on the first day of the six-month offering period or 85% of the closing price on the final day of such offering period, subject to specified limits. This year, we are requesting stockholder support for our proposal to increase the number of shares available under our ESPP so that we may continue to offer this valuable program to our employees. | | Health Care, Dental and Vision Benefits | Subject to applicable laws, these health and welfare benefits are available to all eligible employees, including NEOs. | | CIC Plan (1) | Participants receive certain plan benefits only if terminated without cause or constructively terminated, whether or not in connection with a change-in-control event. In the context of a change in control, our plan requires a “double-trigger” – participants are protected in the event of a termination without cause or constructive termination in connection with a change-in-control event, but they are encouraged to stay throughout a transition period in the event of a change in control, and the CIC Plan does not provide for benefits for a participant who remains with the surviving company in a comparable position. To serve our best interests, the plan requires a release of claims against us as a condition to receiving any severance benefits. |

  106. Other Compensation and Benefits

    Compensation Mix Our Compensation Committee has not established formal policies or guidelines for setting executive compensation and, in the context of the input and factors described below, uses its structured discretion to ensure that our compensation program is appropriately aligned with company performance, long-term strategy and stockholder expectations. To that end, a significant portion of our NEOs’ compensation is always “at risk” because it is variable, performance-based and in large part dependent on the success of our company. At-risk compensation for 2023 included PSUs, RSUs, stock options and annual incentive cash bonuses. The following charts highlight the 2023 pay mix for our Chief Executive Officer and our other NEOs as a group.

  107. 2023 Annual Cash Bonuses

    2023 Annual Cash Bonuses

  108. Rigorous Process for Determining Annual Cash Bonus

    Rigorous Process for Determining Annual Cash Bonus Our Annual Cash Bonus Plan is an annual incentive program designed to provide our senior management team, including our NEOs, with incentives and rewards for achieving the strongest possible corporate performance, while also enhancing our ability to attract and retain highly talented individuals. Under our Annual Cash Bonus Plan, NEOs are eligible to receive an annual performance-based cash bonus award, the amount of which is based on a pre-set target percentage of the NEO’s annual base salary earned during the year. The Compensation Committee is responsible for establishing the bonus target percentages, as well as the relative percentage contributions of corporate performance and individual performance. For each NEO, the amount of the cash bonus award for each fiscal year depends upon our overall corporate performance, including the achievement of applicable corporate goals established by the Compensation Committee for that year, and, for NEOs other than Dr. Morrissey (whose annual incentive cash bonus is entirely dependent upon company performance), the Compensation Committee’s consideration of the individual contributions of each NEO toward the achievement of our corporate goals. Under appropriate circumstances, the Compensation Committee may use discretion to acknowledge progress toward achievement of a goal when factors outside of our control rendered a performance target impossible or impractical to achieve. The corporate goals under the Annual Cash Bonus Plan may be based on criteria such as the following: sales or commercial goals; research, development and clinical activities; financial metrics; hiring, retention and other operational goals; commercial, clinical and strategic collaborations and alliance management; acquisitions and licensing or partnering transactions; manufacturing and supply goals; quality goals; regulatory goals; legal and compliance goals; and government affairs and public policy goals. Individual performance may be assessed by the Compensation Committee based on the NEO’s contributions toward the achievement of our corporate goals, recommended by the Chief Executive Officer and approved by the Compensation Committee, for the NEO’s area of responsibility. Taking these factors into account, the Compensation Committee assigns an individual performance percentage for each NEO, other than Dr. Morrissey. For any year, the achieved corporate performance percentage and/or individual performance percentage may exceed 100%, provided that neither percentage may exceed 200%.

  109. 2023 Bonus Targets

    2023 Bonus Targets Bonus targets (expressed as a percentage of base salary) are based on the seniority of the applicable position. They are reviewed annually by the Compensation Committee, taking into consideration competitive market data and the criticality of the role for the organization, and adjusted if deemed appropriate by the Compensation Committee. Following such review in February 2023, the Compensation Committee determined that the existing bonus targets from 2022 remained aligned with competitive market data and therefore would remain unchanged for 2023. The following table sets forth the 2023 bonus targets for the NEOs.

  110. 2023 Bonus Targets

    | NEO | 2023 Bonus Target | | Michael M. Morrissey, Ph.D. | 100% | | Christopher J. Senner | 50% | | Dana T. Aftab, Ph.D. | 50% | | Jeffrey J. Hessekiel, J.D. | 50% | | Amy C. Peterson, M.D. (1) | 50% | | Vicki L. Goodman, M.D. (2) | 50% |

  111. 2023 Bonus Targets

    (1)Dr. Peterson joined the company in August 2023. The Compensation Committee determined that her initial bonus target would be 50% of her base salary. (2)Dr. Goodman left the company in August 2023.

  112. 2023 Bonus Targets

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  113. 2023 Bonus Targets

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  114. Individual Performance Assessments of our NEOs other than the Chief Executive Officer

    Individual Performance Assessments of our NEOs other than the Chief Executive Officer The Compensation Committee also recognized the individual contributions of each NEO toward achievement of the 2023 corporate goals (other than Dr. Morrissey, whose annual incentive cash bonus is entirely dependent on the company’s performance against our pre-determined 2023 corporate goals, and other than Dr. Goodman, who left the company in August 2023). In evaluating the individual performance of these NEOs as part of determining the annual cash bonus payments, the Compensation Committee considered the following contributions from each NEO: ››Mr. Senner’s overall leadership of our finance organization and his performance with respect to the achievement of our financial goals in 2023, particularly regarding: disciplined expense management; facilitation of the 2023 stock repurchase program; his role in positioning the company to be able to execute on future strategic initiatives and evolving priorities; and his continuing responsibilities leading the Information Technology organization to maintain and further enhance our technology infrastructure, especially with respect to cybersecurity. ››Dr. Aftab’s overall leadership of our discovery and translational research organizations and his performance with respect to the achievement of our discovery goals in 2023, particularly regarding: the strategic guidance of our discovery programs to expand our oncology product pipeline; the advancement of multiple small molecule and biotherapeutics DCs towards future IND filings; spearheading our pipeline expansion initiatives to acquire and in-license promising investigational oncology assets; and overseeing the presentation of our various drug discovery programs at our R&D Day: Science & Strategy event. ››Mr. Hessekiel’s overall leadership of our legal and compliance organizations and his performance with respect to the achievement of our business and legal goals in 2023, particularly regarding: his continued effective management of the Abbreviated New Drug Application litigations, including the second MSN trial and settlement of the Teva litigation; the effective oversight of our compliance program, including the integration of the quality assurance function within the compliance organization; and our ongoing and planned responses to legislative changes to draft healthcare regulations applicable to our business. ››Dr. Peterson’s effective assumption of leadership of our product development and medical affairs organizations (PDMA) and her performance with respect to the achievement of our product development goals in 2023, particularly regarding: the efficiency with which she assumed leadership of PDMA, instituted organizational and process enhancements to improve PDMA performance and drove acceleration of clinical trial enrollment across our various programs; the effective management of the product development organizations to align to our strategic priorities; and the achievement of top-line results for cabozantinib pivotal trials and presentation of such results, along with clinical updates from early-stage pipeline trials, at various medical meetings and at our R&D Day: Science & Strategy event. In consideration of the foregoing, in February 2024, the Compensation Committee approved annual cash bonus payments for each NEO, other than Dr. Goodman, as reflected in the table below.

  115. Individual Performance Assessments of our NEOs other than the Chief Executive Officer

    | Name | 2023 Base Salary ($) | 2023 Target Award (%) | 2023 Corporate Performance Weighting (%) | 2023 Approved Corporate Performance (%) | 2023 Individual Performance Weighting (%) | 2023 Individual Performance (%) | 2023 Annual Cash Bonus Payout (% of Target Award) | 2023 Annual Cash Bonus Payout ($) | | Michael M. Morrissey, Ph.D. | $1,201,241 | 100% | 100% | 80% | N/A | N/A | 80% | $960,993 | | Christopher J. Senner | $752,514 | 50% | 70% | 80% | 30% | 80% | 80% | $301,006 | | Dana T. Aftab, Ph.D. | $582,400 | 50% | 70% | 80% | 30% | 150% | 101% | $294,112 | | Jeffrey J. Hessekiel, J.D. | $662,269 | 50% | 70% | 80% | 30% | 80% | 80% | $264,908 | | Amy C. Peterson, M.D. (1) | $640,000 | 50% | 70% | 80% | 30% | 80% | 80% | $256,000 |

  116. Individual Performance Assessments of our NEOs other than the Chief Executive Officer

    (1)Dr. Peterson received her full year Annual Cash Bonus for the 2023 fiscal year instead of a prorated portion for just the portion of the 2023 fiscal year that she was employed with the Company, following the application of the Compensation Committee’s structured discretion in light of Dr. Peterson’s current and future importance to the company and its mission. The discretionary portion of Dr. Peterson’s 2023 Annual Cash Bonus (of $165,530) and the prorated portion of Dr. Peterson’s 2023 Annual Cash Bonus (of $90,470) are reported in the “Bonus” column and the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table, respectively.

  117. 2023 Long-Term Incentive Awards

    2023 Long-Term Incentive Awards Consistent with our goal to align executive compensation with performance that advances our critical business objectives, a significant portion of the NEOs’ total compensation typically has consisted of, and is expected to continue to consist of, equity-based awards. In evaluating the mix of equity awards for 2023, the Compensation Committee considered market trends, as well as feedback from stockholders and proxy advisory firms, and determined that a combination of PSUs and RSUs would be the most appropriate incentive structure for our NEOs to reward performance over time and achieve our retention objectives.

  118. Allocation of 2023 Long-Term Incentive Awards

    Allocation of 2023 Long-Term Incentive Awards Our Compensation Committee approved the 2023 long-term incentive awards for each NEO (other than Dr. Peterson, who joined the company in August 2023) comprising approximately 50% PSUs and 50% RSUs. In approving these awards, the Compensation Committee sought to establish an effective balance between retention and performance, risk and leverage, as well as alignment with our peer group.

  119. 2023 RSU Awards

    2023 RSU Awards The RSU awards granted to our NEOs represent approximately 50% of the total long-term incentive award value. In determining to grant each NEO’s 2023 time-based equity award in the form of RSUs, the Compensation Committee considered market trends, retention needs, and internal pay equity. The Compensation Committee ultimately determined that granting RSUs to each of our NEOs would generate a substantial retention incentive, further align our LTIP with market trends, and align the interests of our NEOs with those of our stockholders by encouraging them to focus on the company’s long-term performance and success. These RSU awards granted to our NEOs vest in four equal annual installments beginning on May 15, 2024. Vesting of these RSU awards will cease upon termination of continuous service for any reason. A discussion of the treatment of RSUs under our CIC Plan can be found under “Potential Payments Upon Termination or Change in Control” below.

  120. 2023 PSU Awards

    2023 PSU Awards The PSU awards granted to our NEOs represent approximately 50% of the total long-term incentive award value. Consistent with our pay-for-performance philosophy and our focus on driving long-term stockholder value creation, the Compensation Committee determined that the 2023 PSU awards granted to our NEOs will vest based on our total stockholder return relative to other companies in the Nasdaq Biotechnology Index (Relative TSR), as measured over a three-year period ending January 2, 2026 (such performance metric referred to herein as the 2023 Relative TSR Goal). The Compensation Committee chose Relative TSR as the performance metric for the 2023 PSU awards because it is an objective and meaningful metric to evaluate our performance against the performance of our industry peers, and it effectively aligns executive compensation with our long-term growth strategy.

  121. 2023 PSU Awards

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  122. 2023 PSU Awards

    Achievement of the threshold, target, and maximum performance level targets of the 2023 Relative TSR Goal will result in 50%, 100%, and 175%, respectively, of the target number of shares of our common stock subject to the PSU awards becoming eligible to vest.

  123. 2023 PSU Awards

    | 2023 Relative TSR Goal | | | | Performance Level | Relative TSR Percentile v. Nasdaq Biotechnology Index Companies | PSUs Vesting as a Percentage of Target | | Below Threshold | 49th percentile or below | 0% | | Threshold | 50th percentile – 64th percentile | 50% | | Target | 65th percentile – 79th percentile | 100% | | Maximum | 80th percentile or above | 175% |

  124. 2023 PSU Awards

    The NEOs are therefore eligible to vest up to a maximum of 175% of the target number of shares of our common stock subject to the PSU award. However, if the maximum performance level target for the 2023 Relative TSR Goal is achieved but the actual total stockholder return (TSR) is negative at the end of the performance period, then vesting for each of the NEOs will be limited to 100% of the target number of shares. Failure to achieve the threshold performance level target during the three-year performance period will result in forfeiture of 100% of the 2023 PSU award. After the performance period has ended, the Compensation Committee will certify the level of achievement of the 2023 Relative TSR Goal and then determine the number of shares that are entitled to vest based on such achievement, which will be equal to the product of (1) the target number of shares subject to a 2023 PSU award and (2) the performance achievement percentage of the 2023 Relative TSR Goal (such number referred to herein as the 2023 PSU Certified Shares). Each 2023 PSU Award will vest as to 50% of the 2023 PSU Certified Shares upon the Compensation Committee’s certification with the remaining 50% of the 2023 PSU Certified Shares vesting on the first quarterly vesting date following the one-year anniversary of the Compensation Committee’s certification. Vesting of these PSU awards will cease upon termination of service as an employee for any reason except for termination without cause or constructive termination in connection with certain change-in-control events of the company. Pursuant to the terms of the award agreements, following certain change in control events wherein the PSU awards are assumed by the surviving entity, the PSU awards will convert to time-based vesting, and the target number of shares subject to each PSU award will vest annually over a four-year period following the grant date (with any portion that would have vested on or prior to the change-in-control event under this time-based vesting schedule vesting on the date of the change-in-control event and any portion that is unvested following the date of the change-in- control event vesting in accordance with the time-based vesting schedule). The purpose of this conversion feature is to account for the fact that the goal may not be measurable in the context of the newly formed organization. A discussion of the treatment of PSUs under our CIC Plan can be found under “Potential Payments Upon Termination or Change in Control” below.

  125. Value of 2023 Long-Term Incentive Awards

    Value of 2023 Long-Term Incentive Awards When determining the appropriate value of NEO equity incentive awards, the Compensation Committee asked its independent compensation consultant, Aon, to provide guidance with respect to a program that would incentivize our NEOs to achieve key company priorities and increase stockholder value over the long-term, while maintaining competitive market practices and being mindful of the company’s equity burn rate.

  126. Value of 2023 Long-Term Incentive Awards

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  127. Value of 2023 Long-Term Incentive Awards

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  128. Value of 2023 Long-Term Incentive Awards

    As part of the decision-making process, the Compensation Committee considered the challenges of managing a rapidly expanding organization in a highly competitive and increasingly highly regulated business environment, as well as the importance of a cohesive management team to facilitate the achievement of product development and pipeline expansion objectives, while supporting the continued commercial success of CABOMETYX. The Compensation Committee also believed it was important that the value of the equity awards continue to reflect the individual performance of each NEO during the fiscal year to date and the criticality of each NEO’s skill set and expected future contributions to our business. Taking these factors into consideration and applying Aon’s market analysis of long-term incentive compensation of our NEOs compared to our Peers, the Compensation Committee determined that the aggregate value of the equity awards granted to each of our NEOs should generally approximate the 50th percentile of market peers and approved the aggregate grant amounts to the NEOs summarized in the table below. The actual number of RSUs and PSUs granted to each executive officer was determined by dividing the value the Compensation Committee intended to deliver by the 20-day average trailing stock price (as of March 28, 2023). A 20-day average stock price was used, rather than a single day share price, in order to provide a more stabilized share value less susceptible to possible swings in the market.

  129. Value of 2023 Long-Term Incentive Awards

    | Name | Number of Shares Subject to RSUs | Target Number of Shares Subject to 2023 PSUs | | Michael M. Morrissey, Ph.D. | 313,185 | 313,185 | | Christopher J. Senner | 85,414 | 85,414 | | Dana T. Aftab, Ph.D. | 68,331 | 68,331 | | Jeffrey J. Hessekiel, J.D. | 79,719 | 79,719 | | Amy C. Peterson, M.D. (1) | — | — | | Vicki L. Goodman, M.D. (2) | 82,566 | 82,566 |

  130. Value of 2023 Long-Term Incentive Awards

    (1)Dr. Peterson was not eligible to receive the 2023 long-term incentive awards granted to our other NEOs as she joined the company in August 2023. In connection with her hiring, Dr. Peterson received certain equity awards, which are described under the heading “Dr. Amy C. Peterson New Hire Compensation” below. (2)Due to termination of continuous service, the 2023 long-term incentive awards granted to Dr. Goodman were forfeited.

  131. Promotion and New Hire Awards

    Promotion and New Hire Awards In December 2022, Dr. Aftab was promoted to Executive Vice President, Discovery and Translational Research and Chief Scientific Officer. In connection with Dr. Aftab’s promotion, in January 2023, the Compensation Committee granted him a time-based RSU award for 100,000 shares having a target award value of $1,659,000. Dr. Aftab’s RSUs vest in four equal annual installments beginning on February 15, 2024. Vesting of Dr. Aftab’s promotion RSU award will cease upon Dr. Aftab’s termination of continuous service for any reason. In connection with Dr. Peterson’s hiring in August 2023, Dr. Peterson received certain equity awards. For a description of RSUs and other equity awards granted to Dr. Peterson in connection with her hiring, please see “Dr. Amy C. Peterson New Hire Compensation” below. Dr. Aftab and Dr. Peterson participate in our CIC Plan, a discussion of which can be found “Potential Payments Upon Termination or Change in Control” below.

  132. 2020 Long-Term Incentive Awards Achievements

    2020 Long-Term Incentive Awards Achievements In 2020, the Compensation Committee granted PSUs to the NEOs (other than Drs. Peterson and Goodman, who were not with the company in 2020) allocated among two separate awards that vest upon or following achievement of the following performance targets:

  133. 2020 PSU Grant #1

    2020 PSU Grant #1 Positive top-line results of one or more clinical trials evaluating a product for which we own, or have licensed to a collaboration partner, development or commercialization rights, that provides data that can reasonably support regulatory evaluation of safety and efficacy to determine the risk/benefit profile of the product

  134. 2020 PSU Grant #1

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  135. 2020 PSU Grant #2

    2020 PSU Grant #2 The approval by the FDA for the commercial sale and marketing of one or more products for which we own, or have licensed to a collaboration partner, development or commercialization rights, in one or more new indications or an indication for which the product has previously received FDA approval, if such product is intended to treat a new, additional or expanded set of patients or is part of a combination therapy On August 3, 2022, following the positive top-line results for the PFS endpoint in the COSMIC-313 trial, the Compensation Committee certified the threshold achievement of 2020 PSU Grant #1, representing 50% of the target number of shares subject to the award. Upon certification of such threshold achievement by the Compensation Committee, 2020 PSU Grant #1 vested as to 25% of the target number of shares subject to the award. An additional 25% of the target number of shares subject to the award vested on August 15th, 2023 based on such threshold achievement. On September 6, 2023, following the positive top-line results for the PFS endpoint in the CONTACT-02 trial and the early unblinding and halting of the CABINET trial due to dramatic improvements in PFS observed at interim analysis, the Compensation Committee certified the target and partial over achievement of 2020 PSU Grant #1, representing 100% and 150%, respectively, of the target number of shares subject to the award. Upon certification of such target and partial over achievement by the Compensation Committee, 2020 PSU Grant #1 vested as to 50% of the target number of shares subject to the award. An additional 50% of the target number of shares subject to the award will vest on November 15, 2024 based on such target and partial over achievement.

  136. 2021 Long-Term Incentive Awards Achievements

    2021 Long-Term Incentive Awards Achievements In 2021, the Compensation Committee granted PSUs to the NEOs (other than Drs. Peterson and Goodman, who were not with the company in 2021) that vest upon or following achievement of performance targets related to our cabozantinib global net product revenues (NPR Targets) over a three-year period beginning January 2, 2021 and concluding on December 29, 2023 (referred to herein as the 2021 PSU Performance period). 2021 PSU awards that vest pursuant to the NPR Targets are subject to an upward or downward adjustment based on a modifier tied to the TSR of companies in the Nasdaq Biotechnology Index (referred to herein as the 2021 Relative TSR Modifier). On January 11, 2024, recognizing that the company had exceeded global net product revenues of $2.0 billion for cabozantinib over four consecutive fiscal quarters during the 2021 PSU Performance Period, the Compensation Committee certified the target level achievement for the 2021 PSU awards and applied the 2021 Relative TSR Modifier, which assessed our performance relative to the Nasdaq Biotechnology Index to determine the final payout of the award. The company’s TSR of 15.5% during the 2021 PSU Performance Period ranked 35th out of 233 companies in the Nasdaq Biotechnology Index, surpassing the 85th percentile, and resulting in an upward adjustment of 1.25x to the target level achievement. This adjustment led to the Compensation Committee’s certification of final payouts at 125% of the target number of shares subject to the 2021 PSU awards (“2021 Earned PSU Shares”). Upon this certification, 50% of 2021 Earned PSU Shares vested. The remaining 50% of the 2021 Earned PSU Shares will vest on February 15, 2025, subject to the each NEO’s continued employment through such date (except for termination without cause or constructive termination in connection with certain change-in-control events of the company).

  137. Dr. Amy C. Peterson New Hire Compensation

    Dr. Amy C. Peterson New Hire Compensation In August 2023, Dr. Peterson joined the company as Executive Vice President, Product Development and Medical Affairs and Chief Medical Officer. Dr. Peterson received a one-time cash sign-on bonus of $100,000. In the event Dr. Peterson voluntarily terminates employment with us within 12 months of her hire date (other than a constructive termination), she is required to repay the full amount of the sign-on bonus, less applicable taxes and withholding, on or prior to her last day of employment. Dr. Peterson is also entitled to receive an annual incentive award with an initial bonus target of 50% of her annual base salary. In connection with her hire, we also granted to Dr. Peterson: (1) a new hire stock option award covering 160,000 shares of our common stock with 25% of the underlying shares vesting on the first anniversary of her hire date and the remaining 75% vesting monthly in equal installments thereafter over the next three years; and (2) a new hire RSU award covering 240,000 shares of our common stock that vest in four equal annual installments beginning on the one-year anniversary of the first quarterly vesting date after the hire date (i.e., November 15, 2024). Vesting of Dr. Peterson’s new hire option and RSU awards will cease upon Dr. Peterson’s termination of continuous service for any reason except for termination without cause or constructive termination in connection with certain change-in-control events of the company. Further information regarding the terms governing

  138. Dr. Vicki L. Goodman’s Severance Compensation

    Dr. Vicki L. Goodman’s Severance Compensation In August 2023, Dr. Goodman concluded her service as Executive Vice President, Product Development & Medical Affairs and Chief Medical Officer of the company. In connection with Dr. Goodman’s involuntary departure from the company without cause, the company and Dr. Goodman entered into a Separation Agreement and Release of All Claims in September 2023 (referred to herein as the Goodman Separation Agreement). Pursuant to the Goodman Separation Agreement, Dr. Goodman received a lump sum payment of severance and benefits in accordance with the company’s then-effective CIC Plan. Dr. Goodman’s severance payments were comprised of (1) twelve months’ base salary, and (2) the cost of her twelve months’ health care insurance coverage from any source including, but not limited to, COBRA continuation coverage, the state or federal marketplace, or an individual policy purchased through a broker. According to the Goodman Separation Agreement, Dr. Goodman’s 2023 PSU award and 2023 RSU award were forfeited in their entirety upon her termination of service in August 2023, since no portions of either award had vested, and a portion of her RSU award granted in connection with her January 2022 hiring, which remained unvested as of her termination of employment, was also forfeited in August 2023. Dr. Goodman did not receive any other payments or benefits in connection with the termination of her employment. The company and Dr. Goodman also entered into a Consulting Agreement in September 2023 whereby Dr. Goodman served as a consultant to us for a four-month transition period from September 1, 2023 through December 31, 2023, pursuant to which she received a monthly consulting fee of $20,000 in exchange for agreeing to provide certain transition services. Other Compensation Information

  139. Timing of Equity Awards

    Timing of Equity Awards Annual grants of equity awards to our executive officers, including our NEOs, are generally determined and approved at pre-scheduled Compensation Committee meetings. The grant dates may coincide with these meeting dates or may be such other future date as agreed upon by the Compensation Committee. The Compensation Committee may sometimes approve the equity award grants to executive officers and other employees in advance of its next scheduled meeting, either at a special meeting or by unanimous written consent, in connection with certain new hires, promotions and other circumstances where the Compensation Committee deems it appropriate to make such grants. As of March 2023, equity grants made to promoted employees and new hires below the level of Executive Vice President are approved on a monthly basis by our Equity Award Committee, comprised solely of Dr. Morrissey, acting in his capacity as a director pursuant to authority delegated to him by the Compensation Committee, and the Compensation Committee established a standard grant date for these promotion and new hire equity awards as the later of (a) the third business day of the next fiscal month following the employee’s hire date or effective date of promotion or (b) the actual date of approval by the Equity Award Committee. Promotion and new hire grants are made from a share pool and within guidelines for each job level, each as previously authorized by the Compensation Committee. All stock options are granted with an exercise price that is not less than the closing price of our common stock on The Nasdaq Global Select Market on the grant date. We have no plan or practice to time option grants in coordination with the release of non-public information, and we do not time the release of non-public information to affect the value of executive compensation.

  140. Accounting and Tax Considerations

    Accounting and Tax Considerations Under ASC 718, we are required to estimate and record an expense for each award of equity compensation (including stock options, RSUs and PSUs) over the vesting period of the award. As long as stock options, RSUs and PSUs remain the sole components of our long-term compensation program, we expect to record stock-based compensation expense on an ongoing basis according to ASC 718. Compensation expense relating to awards subject to performance conditions is recognized if it is probable that the performance goals will be achieved. The probability of achievement of such goals is assessed on a quarterly basis. The Compensation Committee has considered, and may in the future consider, the grant of restricted stock to our executive officers in lieu of stock option grants, RSU and/or PSU awards.

  141. Summary Compensation Table

    Summary Compensation Table

  142. Summary Compensation Table

    | Name and Principal Position | Year (1) | Salary ($)(2) | Bonus ($)(3) | Stock Awards ($)(4) | Option Awards ($)(5) | Non-Equity Incentive Plan Compensation ($)(6) | All Other Compensation ($) (7) | Total ($) | | Michael M. Morrissey, Ph.D. | 2023 | 1,192,001 | — | 14,259,313 | — | 960,993 | 11,000 | 16,423,307 | | President and Chief | 2022 | 1,144,250 | — | 14,567,256 | — | 1,155,039 | 11,000 | 16,877,545 | | Executive Officer | 2021 | 1,093,875 | — | — | 5,160,513 | 1,265,043 | 11,000 | 7,530,431 | | Christopher J. Senner | 2023 | 746,726 | — | 3,888,899 | — | 301,006 | 11,000 | 4,947,631 | | Executive Vice President | 2022 | 716,172 | — | 4,093,312 | — | 361,786 | 11,000 | 5,182,270 | | and Chief Financial Officer | 2021 | 679,568 | — | 1,367,037 | — | 399,507 | 11,000 | 2,457,112 | | Dana T. Aftab, Ph.D. | 2023 | 577,920 | — | 4,770,110 | — | 294,112 | 11,000 | 5,653,142 | | Executive Vice President, | | | | | | | | | | Discovery and Translational Research and Chief Scientific Officer | | | | | | | | | | Jeffrey J. Hessekiel, J.D. | 2023 | 657,175 | — | 3,629,606 | — | 264,908 | 11,000 | 4,562,689 | | Executive Vice President, | 2022 | 630,285 | — | 3,656,426 | — | 318,399 | 11,000 | 4,616,110 | | General Counsel and Secretary | 2021 | 599,135 | — | 1,217,547 | — | 347,069 | 11,000 | 2,174,751 | | Amy C. Peterson, M.D. | 2023 | 201,846 | 265,530 | 5,220,000(8) | 1,590,000 | 90,470 | 11,000 | 7,378,846 | | Executive Vice President, | | | | | | | | | | Product Development & Medical Affairs, and Chief Medical Officer | | | | | | | | | | Vicki L. Goodman, M.D. | 2023 | 456,025 | — | 3,759,230(9) | — | N/A | 768,425(10) | 4,983,680 | | Former Executive Vice President, | | | | | | | | | | | 2022 | 622,500 | 500,000 | 4,687,500(11) | — | 325,000 | 11,000 | 6,146,000 | | Product Development & Medical Affairs, and Chief Medical Officer | | | | | | | | |

  143. Summary Compensation Table

    (1)The compensation reflected in the Summary Compensation Table reflects a 52-week period for each of fiscal 2023, fiscal 2022 and fiscal 2021. (2)Amounts shown in this column represent the amount actually earned by each NEO for the indicated fiscal year. For information regarding 2023 base salaries, please see “Compensation Discussion and Analysis—2022 Compensation Decisions— 2023 Base Salaries.”

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  146. Summary Compensation Table

    (3)Amounts shown in this column reflect the discretionary portion of the cash bonus of $165,530 awarded to Dr. Peterson under our Annual Cash Bonus Plan for fiscal 2023, as well as the sign-on bonus of $100,000 that Dr. Peterson received in fiscal 2023 and the sign-on bonus of $500,000 that Dr. Goodman received in fiscal 2022. For a description of the discretion applied for Dr. Peterson’s cash bonus under our Annual Cash Bonus Plan for fiscal 2023 and the one-time cash sign-on bonus she received during fiscal 2023, please see “Compensation Discussion and Analysis—2023 Compensation Decisions—2023 Annual Cash Bonuses” and “—Dr. Amy C. Peterson New Hire Compensation,” respectively. (4)Amounts shown in this column reflect the aggregate grant date fair value in the indicated fiscal year for the RSU and PSU awards as computed in accordance with ASC 718. With respect to PSU awards granted to the NEOs during fiscal 2023 (other than Dr. Peterson, who did not receive a PSU award in fiscal 2023), the grant date fair values, as computed in accordance with ASC 718 and presented in the table above, are based upon a Monte Carlo simulation model, which was $26.05 per share for each NEO. Accordingly, the positive amounts set forth in the table for fiscal 2023 reflect the sum of (i) the aggregate grant date fair value for RSUs granted, using the closing stock price of $19.48 per share of our common stock on the April 3, 2023 grant date (and for the RSU award of 240,000 shares granted to Dr. Peterson in connection with her hiring, $21.75 per share of our common stock on the August 24, 2023 hire date; and for the RSU award of 100,000 shares to Dr. Aftab in connection with his promotion, $16.59 per share of our common stock on the January 5, 2023 grant date), and (ii) the aggregate grant date fair value for the target number of PSUs granted, using the Monte Carlo simulation model price of $26.05 per share, and in each case excluding estimates of forfeiture. A description of the Monte Carlo simulation model used to calculate the value of the PSUs granted in 2023 is set forth in Note 8 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 29, 2023, filed with the SEC on February 6, 2024. A breakdown of the grant date fair values of (i) the RSUs granted to each NEO during fiscal 2023 and (ii) the PSUs granted to each NEO other than Dr. Peterson during fiscal 2023, assuming each of “Target Achievement” (i.e., “Target Payout”) and “Maximum Achievement” (i.e., “Maximum Payout”) of the 2023 Relative TSR Goal, and excluding estimates of forfeiture in the case of all such RSUs and PSUs, is as follows:

  147. Summary Compensation Table

    | Name | Payout of RSUs Granted in 2023 ($) | Target Payout of PSUs Granted in 2023 ($) | Maximum Payout of PSUs Granted in 2023 ($) | | Michael M. Morrissey, Ph.D. | 6,100,844 | 8,158,469 | 14,277,302 | | Christopher J. Senner | 1,663,865 | 2,225,035 | 3,893,811 | | Dana T. Aftab, Ph.D. | 2,990,088 | 1,780,023 | 3,115,033 | | Jeffrey J. Hessekiel, J.D. | 1,552,926 | 2,076,680 | 3,634,183 | | Amy C. Peterson, M.D. | 5,220,000 | — | — | | Vicki L. Goodman, M.D.* | 1,608,386 | 2,150,844 | 3,763,965 |

  148. Summary Compensation Table

    For a description of the PSU awards granted during fiscal 2023, please see “Compensation Discussion and Analysis— 2023 Compensation Decisions—2023 Long-Term Incentive Awards” above. *The PSU award granted to Dr. Goodman in fiscal 2023 and the RSU award granted to Dr. Goodman in fiscal 2023 were both forfeited in their entirety upon her termination of service in August 2023. With respect to PSU awards granted to the applicable NEOs during fiscal 2022 (other than Dr. Goodman, who did not receive a PSU award in fiscal 2022), the grant date fair values, as computed in accordance with ASC 718 and presented in the table above, are based upon a Monte Carlo simulation model, which was $33.17 per share for each NEO. Accordingly, the positive amounts set forth in the table for fiscal 2022 reflect the sum of (i) the aggregate grant date fair value for RSUs granted, using the closing stock price of $20.70 per share of our common stock on the March 4, 2022 grant date (and for the RSU award granted to Dr. Goodman, $18.75 per share of our common stock on the January 4, 2022 grant date), and (ii) the aggregate grant date fair value for the target number of PSUs granted, using the Monte Carlo simulation model price of $33.17 per share, and in each case excluding estimates of forfeiture. A description of the Monte Carlo simulation model used to calculate the value of the PSUs granted in 2022 is set forth in Note 8 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 30, 2022, filed with the SEC on February 7, 2023. A breakdown of the grant date fair values of (i) the RSUs granted to each applicable NEO during fiscal 2022 and (ii) the PSUs granted to each applicable NEO during fiscal 2022, assuming each of “Target Achievement” (i.e., “Target Payout”) and “Maximum Achievement” (i.e., “Maximum Payout”) of the 2022 Relative TSR Goal, and excluding estimates of forfeiture in the case of all such RSUs and PSUs, is as follows:

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  151. Summary Compensation Table

    | Name | Payout of RSUs Granted in 2022 ($) | Target Payout of PSUs Granted in 2022 ($) | Maximum Payout of PSUs Granted in 2022 ($) | | Michael M. Morrissey, Ph.D. | 5,597,591 | 8,969,665 | 15,696,906 | | Christopher J. Senner | 1,572,890 | 2,520,422 | 4,410,714 | | Jeffrey J. Hessekiel, J.D. | 1,405,013 | 2,251,413 | 3,939,933 | | Vicki L. Goodman, M.D. | 4,687,500 | — | — |

  152. Summary Compensation Table

    With respect to PSU awards granted to the applicable NEOs during fiscal 2021, the grant date fair values, as computed in accordance with ASC 718, excluding the estimate of estimated forfeitures, and presented in the Summary Compensation Table above, are based upon the then-probable outcome of the performance conditions, which was $0 for each NEO. Accordingly, the positive amounts set forth in the table for fiscal 2021 reflect solely the aggregate grant date fair value for RSUs granted as computed in accordance with ASC 718. Assuming “Threshold Achievement” (i.e., “Threshold Payout”), “Target Achievement” (i.e., “Target Payout”) and “Maximum Achievement” (i.e., ”Maximum Payout”) of the performance conditions for the PSU awards granted to each NEO during fiscal 2021, and in each case using the closing stock price of $21.31 per share of our common stock on the grant date and excluding estimates of forfeiture, the values of the PSU awards granted to each applicable NEO during fiscal 2021 at the grant date were as follows:

  153. Summary Compensation Table

    | Name | Threshold Payout of PSUs Granted in 2021 ($) | Target Payout of PSUs Granted in 2021 ($) | Maximum Payout of PSUs Granted in 2021 ($) | | Michael M. Morrissey, Ph.D. | 1,600,637 | 4,268,393 | 8,536,786 | | Christopher J. Senner | 512,633 | 1,367,037 | 2,734,073 | | Jeffrey J. Hessekiel, J.D. | 456,567 | 1,217,547 | 2,435,094 |

  154. Summary Compensation Table

    For a description of the certification of PSU awards granted during fiscal 2021, please see “Compensation Discussion and Analysis—2023 Compensation Decisions—2021 Long-Term Incentive Awards Achievements” above. (5)Amounts shown reflect the aggregate grant date fair value in the indicated fiscal year for the option award as computed in accordance with ASC 718. The assumptions used to calculate the value of option awards are set forth in Note 8 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 29, 2023, filed with the SEC on February 6, 2024. With respect to the option award granted to Dr. Morrissey during fiscal 2021 as part of the LTIP, it vests over a four-year period following the grant date and expires seven years from the date of grant or earlier upon termination without cause or constructive termination in connection with certain change in control events of the company. Dr. Morrissey’s stock option has an exercise price of $21.31 per share. With respect to the new hire option award granted to Dr. Peterson during fiscal 2023, it vests over a four-year period following her hire date and expires seven years from the date of hire or earlier upon termination without cause or constructive termination in connection with certain change in control events of the company. Dr. Peterson’s stock option has an exercise price of $21.75 per share. Amounts shown do not reflect compensation actually received or the amount that may be realized in the future by the NEOs. (6)Amounts shown in this column represent the portion of the cash bonuses awarded under our Annual Cash Bonus Plan that was based on the Compensation Committee’s assessment of the achievement of pre-determined corporate goals. The discretionary portion of Dr. Peterson’s 2023 Annual Cash Bonus (of $165,530) is reported in the “Bonus” column. (7)Amounts shown reflect the matching contributions made to the 401(k) Plan for each NEO other than Dr. Goodman, whose amounts are described in Footnote 10 below. (8)Amount shown reflects the grant date fair value of the time-based RSU award granted to Dr. Peterson in connection with her hiring as Executive Vice President, Product Development & Medical Affairs and Chief Medical Officer, as computed in accordance with ASC 718. The grant date fair value of the RSU award was measured based on the closing price of $21.75 per share of our common stock on the August 24, 2023 hire date. (9)The PSU award granted to Dr. Goodman in fiscal 2023 and the RSU award granted to Dr. Goodman in fiscal 2023 were both forfeited in their entirety upon her termination of service in August 2023. (10)Amount shown reflects (i) severance payments made to Dr. Goodman pursuant to the Goodman Separation Agreement and the company’s then-effective CIC Plan, including (1) twelve months’ base salary in the amount of $672,750, (2) subsidy of the cost of her twelve months’ health care insurance coverage, in the amount of $2,689, and (3) a tax gross-up for such subsidy, in the amount of $1,986; (ii) matching contributions of $11,000 made to the 401(k) Plan prior to her termination, and (iii) consultancy fees of $80,000 paid pursuant to the Consulting Agreement entered into with Dr. Goodman in September 2023. For more information regarding the terms and severance payments made in connection with Dr. Goodman’s separation, please see “Compensation Discussion and Analysis—2023 Compensation Decisions—Dr. Vicki L. Goodman’s Severance Compensation” above.

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  157. Summary Compensation Table

    (11)Amount shown reflects the grant date fair value of the time-based RSU award for 250,000 shares granted to Dr. Goodman in connection with her hiring, as computed in accordance with ASC 718. The grant date fair value of the RSU award was measured based on the closing price of $18.75 per share of our common stock on the January 4, 2022 grant date. This RSU award was subject to a special vesting schedule where 26,315 shares subject to the RSU award vested on the January 4, 2022 grant date, and 59,868 shares subject to the RSU award vested on February 15, 2023. Upon Dr. Goodman’s involuntary termination without cause in August 2023, all vesting of this RSU award ceased, and the remaining 163,817 shares subject to the RSU award, which remained unvested as of her termination of employment, were forfeited. For more information regarding the terms and severance payments made in connection with Dr. Goodman’s separation, please see “Compensation Discussion and Analysis—2023 Compensation Decisions—Dr. Vicki L. Goodman’s Severance Compensation” above. Grants of Plan-Based Awards The following table shows for the fiscal year ended December 29, 2023 certain information regarding grants of plan-based awards to the NEOs:

  158. Grants of Plan-Based Awards in Fiscal 2023

    Grants of Plan-Based Awards in Fiscal 2023

  159. Grants of Plan-Based Awards in Fiscal 2023

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Michael M. Morrissey, Ph.D. | | | | | | | | | | | | | | 4/3/2023 | — | — | — | — | — | — | 313,185 | — | | 6,100,844 | | | 4/3/2023 | — | — | — | 156,592 | 313,185 | 548,073 | — | — | | 8,158,469 | | | N/A | — | 1,201,241 | 1,801,862 | — | — | — | — | — | | | | Christopher J. Senner | | | | | | | | | | | | | | 4/3/2023 | — | — | — | — | — | — | 85,414 | — | | 1,663,865 | | | 4/3/2023 | — | — | — | 42,707 | 85,414 | 149,474 | — | — | | 2,225,035 | | | N/A | — | 376,257 | 620,824 | — | — | — | — | — | | | | Dana T. Aftab, Ph.D. | | | | | | | | | | | | | | 1/3/2023 | — | — | — | — | — | — | 100,000(6) | — | | 1,659,000 | | | 4/3/2023 | — | — | — | — | — | — | 68,331 | — | | 1,331,088 | | | 4/3/2023 | — | — | — | 34,165 | 68,331 | 119,579 | — | — | | 1,780,023 | | | N/A | — | 291,200 | 480,480 | — | — | — | — | — | | | | Jeffrey J. Hessekiel, J.D. | | | | | | | | | | | | | | 4/3/2023 | — | — | — | — | — | — | 79,719 | — | | 1,552,926 | | | 4/3/2023 | — | — | — | 39,859 | 79,719 | 139,508 | — | — | | 2,076,680 | | | N/A | — | 331,135 | 546,372 | — | — | — | — | — | | | | Amy C. Peterson, M.D. | | | | | | | | | | | | | | 8/24/2023 | — | — | — | — | — | — | 240,000(7) | — | | 5,220,000 | | | 8/24/2023 | — | — | — | — | — | — | — | 160,000 | 21.75 | 1,590,000 | | | N/A | — | 106,667(8) | 176,000(8)(8) | — | — | — | — | — | | | | Vicki L. Goodman, M.D. (9) | | — | — | — | — | — | — | | — | | | | | 4/3/2023 | — | — | — | — | — | — | 82,566 | — | | 1,608,386 | | | 4/3/2023 | — | — | — | 41,283 | 82,566 | 144,490 | — | — | | 2,150,844 | | | N/A | — | 325,000 | 536,250 | — | — | — | — | — | | |

  160. Grants of Plan-Based Awards in Fiscal 2023

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  162. Grants of Plan-Based Awards in Fiscal 2023

    (1)The dollar amount represents the target and maximum amounts of each NEO’s potential annual cash bonus award pursuant to our Annual Cash Bonus Plan for fiscal 2023. The amounts shown under “Target” reflect the applicable target payment under the Annual Cash Bonus Plan if (i) we achieved 100% of the pre-determined 2023 corporate goals established by the Compensation Committee and (ii) as applicable, each NEO’s individual performance percentage was assessed at 100% by the Compensation Committee with respect to his or her contributions toward the achievement of our corporate goals. The amounts shown under “Maximum” reflect the applicable maximum payment under the Annual Cash Bonus Plan if (i) we achieved 150% of the pre-determined 2023 corporate goals established by the Compensation Committee, and (ii) as applicable, each NEO’s individual performance percentage was assessed at 200% by the Compensation Committee with respect to his or her contributions toward the achievement of our corporate goals and the departmental achievements in each NEO’s area of responsibility that drove the achievement of such corporate goals; provided, however, that neither the corporate performance percentage nor the individual performance percentage may exceed 200% in any given year. There is no threshold or minimum possible payment under the Annual Cash Bonus Plan. For more information regarding our Annual Cash Bonus Plan, please see “Compensation Discussion and Analysis—2023 Compensation Decisions—2023 Annual Cash Bonuses” above. (2)The PSU award was granted in April 2023 pursuant to our 2017 Plan to all NEOs (other than Dr. Peterson) as part of the LTIP for fiscal 2023. The PSU award will vest in accordance with the following: if the 2023 Relative TSR Goal is achieved at the end of the performance period from December 31, 2022 through January 2, 2026, at or above the threshold level of performance, (i) 50% of the 2023 PSU Certified Shares will vest upon the Compensation Committee’s certification of such achievement after the end of the performance period, and (ii) 50% of the 2023 PSU Certified Shares will vest on the first quarterly vesting date (i.e., February 15th, May 15th, August 15th and November 15th) following the one-year anniversary of the Compensation Committee’s certification (assuming that such PSUs are not accelerated). For clarification, (i) shares of common stock subject to the award will be eligible to vest if and only if the 2023 Relative TSR Goal is achieved at or above the threshold level of performance, and failure to achieve the threshold level of performance set forth in the 2023 Relative TSR Goal will result in forfeiture of 100% of the PSU award, and (ii) the level of achievement of the 2023 Relative TSR Goal will not be determined by the Compensation Committee until after the end of the three-year performance period on January 2, 2026. For more information regarding the PSUs granted in 2023, please see “Compensation Discussion and Analysis—2023 Compensation Decisions—2023 Long-Term Incentive Awards—2023 PSU Awards” above. (3)The RSU award was granted in April 2023 pursuant to our 2017 Plan to all NEOs (other than Dr. Peterson) as part of the LTIP for fiscal 2023. The RSU award will vest as to 1/4th of the shares subject to each RSU award on May 15, 2024 and thereafter as to 1/4th of the number of shares subject to the RSU award on each May 15th until fully vested (assuming that such RSUs are not accelerated). (4)The stock option award granted to Dr. Peterson in August 2023 in connection with her hiring expires seven years from the date of grate or earlier upon termination of service. The stock option will vest as to 1/4th of the original number of shares subject to the option on the one-year anniversary of the grant date and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date with a final vesting date of August 24, 2027 (assuming that such options are not accelerated). (5)Amounts shown in this column do not reflect compensation actually received or amounts that may be realized in the future by the NEOs. The amounts shown in this column reflect the aggregate grant date fair value in fiscal year 2023 for the RSU, PSU and stock option awards as computed in accordance with ASC 718. The assumptions used to calculate the grant date fair value of the PSU and stock option awards are set forth in Note 8 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 29, 2023, filed with the SEC on February 6, 2024. The grant date fair values of the PSU awards, as computed in accordance with ASC 718, granted to each NEO (other than Dr. Peterson, who did not receive a PSU award in fiscal 2023), presented in the table above are based upon a price of $26.05 per share for each NEO based on the Monte Carlo simulation model. For additional information regarding the values of the PSU awards granted to each NEO during fiscal 2023, see Footnote 4 to the Summary Compensation Table above. The grant date fair value of the RSU awards were measured based on the closing price of our common stock on each date of grant. The grant date fair value of the stock option award were measured based on the closing price of our common stock on each date of grant. (6)The RSU award granted to Dr. Aftab in January 2023 in connection with his promotion vested as to 1/4th of the shares subject to the RSU award on February 15, 2024 and thereafter will vest as to 1/4th of the number of shares subject to the RSU award on each February 15th until fully vested (assuming that such RSUs are not accelerated). (7)The RSU award granted to Dr. Peterson in August 2023 in connection with her hiring will vest as to 1/4th of the shares subject to the RSU award on November 15, 2024 and thereafter as to 1/4th of the number of shares subject to the RSU award on each November 15th until fully vested (assuming that such RSUs are not accelerated).

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    | 2024 Proxy Statement | 79 |

  165. Grants of Plan-Based Awards in Fiscal 2023

    (8)Dr. Peterson is entitled to receive an annual incentive award with an initial bonus target of 50% of her annual base salary, which, if any, would be prorated for her partial year of employment in 2023.The amounts shown under “Target” and “Maximum” for Dr. Peterson reflect the applicable pro-rated payments that would be made to Dr. Peterson under the terms of the Annual Cash Bonus Plan without modification. However, as discussed above in Footnotes 3 and 6 to the Summary Compensation Table, the Compensation Committee used its discretion not to prorate Dr. Peterson’s 2023 annual incentive award. For more information regarding Dr. Peterson’s 2023 annual incentive award, please see “Compensation Discussion and Analysis—2023 Compensation Decisions—2023 Annual Cash Bonuses” above. (9)In connection with Dr. Goodman’s departure from the company in August 2023 the PSU award granted to Dr. Goodman in April 2023 and the RSU award granted to Dr. Goodman in April 2023 were both forfeited in their entirety, and she received no payment under the Annual Cash Bonus Plan for fiscal 2023. Compensation Arrangements Base Salaries. For a description of actions taken by the Compensation Committee with respect to base salaries for our NEOs for fiscal 2023, please see “Compensation Discussion and Analysis—2023 Compensation Decisions—2023 Base Salaries” above. Annual Cash Bonuses. In 2018, we adopted our Annual Cash Bonus Plan that provides for annual bonus awards based on our corporate performance, including achievement against pre-determined corporate goals and the individual contributions of each NEO toward the achievement of such corporate goals. For more information regarding our Annual Cash Bonus Plan, please see “Compensation Discussion and Analysis—2023 Compensation Decisions—2023 Annual Cash Bonuses” above. Stock Awards and Option Awards. Our 2017 Plan provides for the grant of RSUs, PSUs and time-based and performance-based stock options to our NEOs and other employees. In April 2023, we granted PSU awards, which will only vest following our achievement of the 2023 Relative TSR Goal, to all of our NEOs (except Dr. Peterson), as well as time-based equity awards in the form of RSUs to all of our NEOs (except Dr. Peterson). In addition, in January 2023, we granted a time-based RSU award to Dr. Aftab in connection with his promotion, and in August 2023, we granted a stock option award and a time-based RSU award to Dr. Peterson in connection with her joining our company. For information regarding stock option, PSU and RSU awards granted to the NEOs in fiscal 2023, including the number of underlying shares and vesting conditions related thereto, please see “Compensation Discussion and Analysis—2023 Compensation Decisions—2023 Long-Term Incentive Awards,” and “—Dr. Amy C. Peterson New Hire Compensation” above. Employment Agreements. We have no employment agreements with our NEOs. Change in Control and Severance Benefit Plan. Each of our NEOs participates in our Change in Control and Severance Benefit Plan, a description of which is included below under the heading “Potential Payments Upon Termination or Change in Control.” Other Compensatory Arrangements. Please see “Compensation Discussion and Analysis—Compensation Elements— Other Compensation and Benefits” above for a description of other executive compensatory arrangements, including our 401(k) Plan and other benefits.

  166. Grants of Plan-Based Awards in Fiscal 2023

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  167. Grants of Plan-Based Awards in Fiscal 2023

    Outstanding Equity Awards at Fiscal Year-End The following table shows certain information regarding outstanding equity awards at December 29, 2023 for the NEOs (other than Dr. Goodman, who left the Company in August 2023 and had no outstanding equity awards of the Company as of December 29, 2023).

  168. Outstanding Equity Awards at December 29, 2023

    Outstanding Equity Awards at December 29, 2023

  169. Outstanding Equity Awards at December 29, 2023

    | | | Option Awards(1) | | | | Stock Awards(2) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Michael M. Morrissey, Ph.D. | 10/3/2017 | 480,000 | | 24.41 | 10/2/2024 | | | | | | | 9/10/2018 | 308,365 | | 18.80 | 9/9/2025 | | | | | | | 10/22/2020 | | | | | 94,003(4) | 2,255,132 | 94,002(4) | 2,255,108 | | | 10/22/2020 | | | | | | | 94,003(5) | 2,255,132 | | | 3/4/2021 | 340,106 | 154,594(6) | 21.31 | 3/3/2028 | | | | | | | 3/4/2021 | | | | | 250,374(7) | 6,006,472 | | | | | 3/4/2022 | | | | | 202,812 | 4,865,460 | | | | | 3/4/2022 | | | | | | | 270,415(8) | 6,487,256 | | | 4/3/2023 | | | | | 313,185 | 7,513,308 | | | | | 4/3/2023 | | | | | | | 313,185(9) | 7,513,308 | | Christopher J. Senner | 10/3/2017 | 125,000 | | 24.41 | 10/2/2024 | | | | | | | 9/10/2018 | 129,314 | | 18.80 | 9/9/2025 | | | | | | | 9/11/2020 | | | | | 32,568(4) | 781,306 | 32,566(4) | 781,258 | | | 9/11/2020 | | | | | | | 32,568(5) | 781,306 | | | 3/4/2021 | | | | | 32,076 | 769,503 | | | | | 3/4/2021 | | | | | 80,186(7) | 1,923,662 | | | | | 3/4/2022 | | | | | 56,989 | 1,367,166 | | | | | 3/4/2022 | | | | | | | 75,985(8) | 1,822,880 | | | 4/3/2023 | | | | | 85,414 | 2,049,082 | | | | | 4/3/2023 | | | | | | | 85,414(9) | 2,049,082 | | Dana T. Aftab, Ph.D. | 10/3/2017 | 95,000 | | 24.41 | 10/2/2024 | | | | | | | 9/10/2018 | 96,986 | | 18.80 | 9/9/2025 | | | | | | | 9/11/2020 | | | | | 25,330(4) | 607,667 | 25,330 | 607,667 | | | 9/11/2020 | | | | | | | 25,330 | 607,667 | | | 3/4/2021 | | | | | 25,290 | 606,707 | | | | | 3/4/2021 | | | | | 63,224(7) | 1,516,744 | | | | | 3/4/2022 | | | | | 44,618 | 1,070,386 | | | | | 3/4/2022 | | | | | | | 59,490 | 1,427,165 | | | 1/5/2023 | | | | | 100,000(10) | 2,399,000 | | | | | 4/3/2023 | | | | | 68,331 | 1,639,261 | | | | | 4/3/2023 | | | | | | | 68,331(9) | 1,639,261 |

  170. Outstanding Equity Awards at December 29, 2023

    | Table of Contents | Compensation of Executive Officers | Outstanding Equity Awards at Fiscal Year-End |

  171. Outstanding Equity Awards at December 29, 2023

    | 2024 Proxy Statement | 81 |

  172. Outstanding Equity Awards at December 29, 2023

    | | | Option Awards(1) | | | | Stock Awards(2) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Jeffrey J. Hessekiel, J.D. | 10/3/2017 | 100,000 | | 24.41 | 10/2/2024 | | | | | | | 9/10/2018 | 129,314 | | 18.80 | 9/9/2025 | | | | | | | 9/11/2020 | | | | | 28,950(4) | 694,511 | 28,950(4) | 694,511 | | | 9/11/2020 | | | | | | | 28,950(5) | 694,511 | | | 3/4/2021 | | | | | 28,568 | 685,346 | | | | | 3/4/2021 | | | | | 71,418(7) | 1,713,318 | | | | | 3/4/2022 | | | | | 50,907 | 1,221,259 | | | | | 3/4/2022 | | | | | | | 67,875(8) | 1,628,321 | | | 4/3/2023 | | | | | 79,719 | 1,912,459 | | | | | 4/3/2023 | | | | | | | 79,719(9) | 1,912,459 | | Amy C. Peterson, M.D. | 8/24/2023 | | 160,000(11) | 21.75 | 8/23/2030 | | | | | | | 8/24/2023 | | | | | 240,000(12) | 5,757,600 | | |

  173. Outstanding Equity Awards at December 29, 2023

    (1)Option awards were issued under our 2017 Plan and are subject to time-based vesting and expire seven years from the date of grant or earlier upon termination of continuous service. Vesting of option awards granted under the 2017 Plan is set forth in the applicable footnote accompanying the entry. Option awards granted pursuant to our 2017 Plan subject to time-based vesting vest as to 1/4th of the original number of shares subject to the option on the one-year anniversary of the vesting commencement date and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the vesting commencement date. Vesting of all options issued to our NEOs are subject to acceleration as described under “Potential Payments Upon Termination or Change in Control” below. (2)RSU awards granted on or after May 24, 2017 were issued under our 2017 Plan. RSU awards generally vest as to 1/4th of the original number of shares subject to the RSU award on the first established RSU vesting date following the one-year anniversary of the grant date and thereafter as to 1/4th of the original number of shares subject to the RSU award on each anniversary of the first established RSU vesting date following the one-year anniversary of the grant date, until fully vested. We have established February 15th, May 15th, August 15th and November 15th as quarterly vesting dates. Vested shares will be delivered to the NEOs on the applicable quarterly vesting date, provided that delivery may be delayed pursuant to the terms of the award agreement. In addition, PSU awards granted pursuant to our 2017 Plan vest based on the achievement of certain performance targets set by the Compensation Committee as described below in Footnotes 4, 5, 7, 8, and 9. Vesting of all RSU awards and PSU awards issued to our NEOs are subject to acceleration as described under “Potential Payments Upon Termination or Change in Control” below. (3)For purposes of determining market value, we assumed a stock price of $23.99, the closing sale price per share of our common stock on December 29, 2023, the last business day of our last fiscal year. (4)PSUs vest as to (i) 50% of the number of shares subject to the award that are entitled to vest based upon the Compensation Committee’s certification that the company has achieved positive top-line results of one or more clinical trials evaluating a product for which we own, or have licensed to a partner, development or commercialization rights, that provides data that can reasonably support regulatory evaluation of safety and efficacy to determine the risk/benefit profile of the product and (ii) 50% of the number of shares subject to the award that are entitled to vest based on such certification on the first quarterly vesting date (i.e., February 15th, May 15th, August 15th and November 15th) following the one-year anniversary of the Compensation Committee’s certification (assuming that such PSUs are not accelerated). On August 3, 2022, the Compensation Committee convened to determine that certain performance criteria had been achieved, resulting in the immediate vesting of 25% of the target number of shares subject to the PSU award, and an additional 25% of the target number of shares subject to the PSU award vested on August 15, 2023. On September 6, 2023, the Compensation Committee convened to determine that additional performance criteria had been achieved, resulting in the immediate vesting of 50% of the target number of shares subject to the PSU award, and an additional 50% of the target number of shares subject to the PSU award (to complete partial over achievement of 150% of the target shares) will vest on November 15, 2024 (assuming such PSUs are not accelerated). Because the Compensation Committee has already certified as to the threshold, target and partial over achievement of this PSU award, the number of shares reported in the table above as “unearned” represents additional shares that will begin vesting upon maximum achievement, or 50% of the target number of shares of Exelixis common stock subject to the PSU

  174. Outstanding Equity Awards at December 29, 2023

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  175. Outstanding Equity Awards at December 29, 2023

    award (and collectively with those shares vested and entitled to vest based on the Compensation Committee’s prior certifications on August 3, 2022 and September 6 2023, 200% of the target number of shares of Exelixis common stock subject to the PSU award). If the company achieves such maximum performance target, NEOs are eligible to vest up to 200% of the target number of shares of Exelixis common stock subject to the PSU award. Failure to achieve the aforementioned maximum performance target by December 31, 2024 will result in forfeiture of 50% of the maximum number of shares subject to the PSU award reported in the table above as “unearned.” (5)PSUs vest as to (i) 50% of the number of shares subject to the award that are entitled to vest based upon the Compensation Committee’s certification that the company has obtained approval by the FDA for the commercial sale and marketing of one or more products for which we own, or have licensed to a partner, development or commercialization rights, in one or more new indications or an indication for which the product has previously received FDA approval, if such product is intended to treat a new, additional or expanded set of patients or is part of a combination therapy, and (ii) 50% of the number of shares subject to the award that are entitled to vest based on such certification on the first quarterly vesting date (i.e., February 15th, May 15th, August 15th and November 15th) following the one-year anniversary of the Compensation Committee’s certification (assuming that such PSUs are not accelerated). On September 30, 2021, the Compensation Committee convened to determine that certain performance criteria had been achieved, resulting in the immediate vesting of 25% of the target number of shares subject to the PSU award, and an additional 25% of the target number of shares subject to the PSU award vested on November 15, 2022. Because the Compensation Committee has already certified as to the threshold achievement of this PSU award, the number of shares reported in the table above as “unearned” represents additional shares that will begin vesting upon target achievement, or 50% of the target number of shares of Exelixis common stock subject to the PSU award (and collectively with those shares vested and entitled to vest based on the Compensation Committee’s prior certification on September 30, 2021, 100% of the target number of shares of Exelixis common stock subject to the PSU award). Depending on the continued level of achievement with respect to such performance target, NEOs are eligible to vest up to a maximum of 200% of the target number of shares of Exelixis common stock subject to the PSU award. Failure to achieve the next level of the aforementioned performance target by December 31, 2024 will result in forfeiture of 150% of the maximum number of shares subject to the PSU award reported in the table above as “unearned.” (6)Option vests as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date with a final vesting date of March 4, 2025 (assuming that such options are not accelerated). (7)Holders of 2021 PSU awards may earn up to 200% of the target number of shares depending on (i) the level of achievement with respect to the Compensation Committee’s pre-established performance level targets (related to our cabozantinib global net product revenues over four consecutive quarters), to be evaluated at the end of the 2021 PSU Performance Period, and (ii) the application of the 2021 Relative TSR Modifier for the 2021 PSU awards (such number of shares earned from the 2021 PSU awards referred to as the 2021 PSU Certified Shares). The 2021 PSU awards will vest as follows: (i) 50% of the 2021 PSU Certified Shares upon the Compensation Committee’s certification after the end of the 2021 PSU Performance Period; and (ii) 50% of the 2021 PSU Certified Shares on the first quarterly vesting date (i.e., February 15th, May 15th, August 15th and November 15th) following the one-year anniversary of the Compensation Committee’s certification (assuming that such PSUs are not accelerated). On January 11, 2024, the Compensation Committee convened to determine that the target level of cabozantinib global net product revenues over four consecutive quarters had been achieved during the 2021 PSU Performance Period and applied the 2021 Relative TSR Modifier for a final payout of 2021 PSU Certified Shares equal to 125% of the target number of shares, resulting in the immediate vesting of 50% of the 2021 PSU Certified Shares, and the remaining 50% will vest on February 15, 2025 (assuming such PSUs are not accelerated). Because the performance criteria have been achieved within the 2021 PSU Performance Period by December 29, 2023, the 2021 PSU awards are reported as “earned” in the table above and adjusted for the 2021 Relative TSR Modifier. For more information regarding the PSUs granted in 2021, please see “Compensation Discussion and Analysis—2023 Compensation Decisions—2021 Long-Term Incentive Awards Achievements” above. (8)Holders of 2022 PSU awards may earn up to 175% of the target number of shares depending on the level of achievement with respect to the 2022 Relative TSR Goal. PSUs vest as to (i) 50% of the 2022 PSU Certified Shares upon the Compensation Committee’s certification after the end of the performance period, and (ii) 50% of the 2022 PSU Certified Shares on the first quarterly vesting date (i.e., February 15th, May 15th, August 15th and November 15th) following the one-year anniversary of the Compensation Committee’s certification (assuming that such PSUs are not accelerated). The 2022 PSU awards will be forfeited if the performance condition at or above a threshold level is not achieved by the end of the three-year performance period, or January 3, 2025. For purposes of these calculations in the table above, we assumed a target level of achievement with respect to the 2022 Relative TSR Goal for the 2022 PSU awards. (9)Holders of 2023 PSU awards may earn up to 175% of the target number of shares depending on the level of achievement with respect to the 2023 Relative TSR Goal. PSUs vest as to (i) 50% of the 2023 PSU Certified Shares upon the Compensation Committee’s certification after the end of the performance period, and (ii) 50% of the 2023 PSU Certified Shares on the first quarterly vesting date (i.e., February 15th, May 15th, August 15th and November 15th) following the one-year anniversary of the Compensation Committee’s certification (assuming that such PSUs are not accelerated). The 2023 PSU awards will be forfeited if the performance condition at or above a threshold level is not achieved by the end of the three-year performance

  176. Outstanding Equity Awards at December 29, 2023

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  177. Outstanding Equity Awards at December 29, 2023

    | 2024 Proxy Statement | 83 |

  178. Outstanding Equity Awards at December 29, 2023

    period, or January 2, 2026. For purposes of these calculations in the table above, we assumed a target level of achievement with respect to the 2023 Relative TSR Goal for the 2023 PSU awards. For more information regarding the PSUs granted in 2023, please see “Compensation Discussion and Analysis—2023 Compensation Decisions—2023 Long-Term Incentive Awards—2023 PSU Awards” above. (10)The RSU award granted to Dr. Aftab in January 2023 in connection with his promotion vested as to 1/4th of the shares subject to the RSU award on February 15, 2024 and thereafter will vest as to 1/4th of the number of shares subject to the RSU award on each February 15th until fully vested (assuming that such RSUs are not accelerated). (11)Option vests as to 1/4th of the original number of shares subject to the option on the one-year anniversary of the grant date and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date with a final vesting date of August 24, 2027 (assuming that such options are not accelerated). (12)The RSU award granted to Dr. Peterson in August 2023 in connection with her hiring will vest as to 1/4th of the shares subject to the RSU award on November 15, 2024 and thereafter as to 1/4th of the number of shares subject to the RSU award on each November 15th until fully vested (assuming that such RSUs are not accelerated). Option Exercises and Stock Vested The following table includes certain information with respect to stock options exercised and stock awards that vested during the fiscal year ended December 29, 2023.

  179. Options Exercised and Stock Vested in Fiscal 2023

    Options Exercised and Stock Vested in Fiscal 2023

  180. Options Exercised and Stock Vested in Fiscal 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Michael M. Morrissey, Ph.D. | 460,000 | 3,789,200 | 231,845 | 4,821,203 | | Christopher J. Senner | 120,000 | 702,511 | 93,630 | 1,923,677 | | Dana T. Aftab, Ph.D. | 82,500 | 227,702 | 69,260 | 1,432,063 | | Jeffrey J. Hessekiel, J.D. | 97,500 | 412,508 | 79,674 | 1,645,833 | | Amy C. Peterson, M.D. | — | — | — | — | | Vicki L. Goodman, M.D. | — | — | 59,868 | 1,082,413 |

  181. Options Exercised and Stock Vested in Fiscal 2023

    (1)“Value Realized on Exercise” reflects the closing market price of our common stock on the applicable exercise date, net of the applicable exercise price, multiplied by the number of shares acquired upon exercise of stock options. (2)“Value Realized on Vesting” reflects the closing market price of our common stock on the applicable vesting date, multiplied by the number of units vested. Potential Payments Upon Termination or Change in Control

  182. Change in Control and Severance Benefit Plan

    | Table of Contents | Compensation of Executive Officers | Potential Payments Upon Termination or Change in Control |

  183. Potential Payments Table

    Potential Payments Table The following table shows the potential payments upon termination of employment or a change in control event for the NEOs. The table assumes that the triggering event took place on December 29, 2023, the last day of our 2023 fiscal year.

  184. Potential Payments Upon Termination or Change in Control Table

    Potential Payments Upon Termination or Change in Control Table

  185. Potential Payments Upon Termination or Change in Control Table

    | | | Change in Control and Severance Benefit Plan | | Equity Plans | | Name | Benefit | Change in Control Termination ($)(1) | Non-Change in Control Termination ($)(2) | Certain Change in Control Transactions without Termination ($)(3) | | Michael M. Morrissey, Ph.D. | Base Salary | 2,402,482 | 1,801,862 | — | | | Bonus | 2,402,482 | 960,993 | — | | | Vesting Acceleration (4) | 36,109,081 | — | 36,109,081 | | | COBRA Payments | 60,230 | 45,172 | — | | | Outplacement Services | 50,000 | — | — | | Benefit Total | | 41,024,275 | 2,808,027 | 36,109,081 | | Christopher J. Senner | Base Salary | 1,128,771 | 752,514 | — | | | Bonus | 564,386 | 301,006 | — | | | Vesting Acceleration (4) | 11,159,284 | — | 11,159,284 | | | COBRA Payments | 68,930 | 45,953 | — | | | Outplacement Services | 30,000 | — | — | | Benefit Total | | 12,951,371 | 1,099,473 | 11,159,284 |

  186. Potential Payments Upon Termination or Change in Control Table

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  187. Potential Payments Upon Termination or Change in Control Table

    | | | Change in Control and Severance Benefit Plan | | Equity Plans | | Name | Benefit | Change in Control Termination ($)(1) | Non-Change in Control Termination ($)(2) | Certain Change in Control Transactions without Termination ($)(3) | | Dana T. Aftab, Ph.D. | Base Salary | 873,600 | 582,400 | — | | | Bonus | 436,800 | 232,960 | — | | | Vesting Acceleration (4) | 11,210,527 | — | 11,210,527 | | | COBRA Payments | 53,308 | 35,539 | — | | | Outplacement Services | 30,000 | — | — | | Benefit Total | | 12,604,235 | 850,899 | 11,210,527 | | Jeffrey J. Hessekiel, J.D. | Base Salary | 993,403 | 662,269 | — | | | Bonus | 496,702 | 264,908 | — | | | Vesting Acceleration (4) | 10,119,534 | — | 10,119,534 | | | COBRA Payments | 68,930 | 45,953 | — | | | Outplacement Services | 30,000 | — | — | | Benefit Total | | 11,708,569 | 973,130 | 10,119,534 | | Amy C. Peterson, M.D. | Base Salary | 960,000 | 640,000 | — | | | Bonus | 480,000 | 85,333(5) | — | | | Vesting Acceleration (4) | 6,116,000 | — | 6,116,000 | | | COBRA Payments | 68,930 | 45,953 | — | | | Outplacement Services | 30,000 | — | — | | Benefit Total | | 7,654,930 | 771,286 | 6,116,000 | | Vicki L. Goodman, M.D. (6) | Base Salary | — | 672,750 | — | | | Bonus | — | — | — | | | Vesting Acceleration (4) | — | — | — | | | COBRA Payments | — | 4,675 | — | | | Outplacement Services | — | — | — | | Benefit Total | | — | 677,425 | — |

  188. Potential Payments Upon Termination or Change in Control Table

    (1)These benefits would be payable under the Change in Control and Severance Benefit Plan if the Covered Termination occurred within the Change in Control Period. The amounts shown in this column do not include any value associated with the extension, if any, of the post-termination exercise period provided for in the Change in Control and Severance Benefit Plan. (2)These benefits would be payable under the Change in Control and Severance Benefit Plan if the Covered Termination occurred outside of the Change in Control Period. For purposes of the bonus payments described in this column, the amount for each NEO is calculated based on the Compensation Committee’s corporate performance determination of 80% achievement with respect to the pre-determined corporate under the Annual Cash Bonus Plan for fiscal 2023, and without regard to any individual performance determination or discretionary bonus payments. (3)These benefits would be payable under the 2017 Plan if either (i) a successor corporation does not assume outstanding stock awards in a change in control transaction or (ii) a person, entity or group acquires beneficial ownership of more than 50% of our combined voting power, and, in each case, the NEOs do not terminate employment in connection with such a transaction or event. In addition, if a successor corporation does assume outstanding stock awards in a change in control transaction and the NEOs do not terminate employment in connection with such a transaction, then each NEO’s then-outstanding PSUs will be revised in a manner as though the target number of shares subject to such PSUs had been subject solely to a time-based vesting schedule pursuant to which one third of the target number of shares subject to such PSUs (and for the PSUs granted during fiscal 2020, one fourth) would have vested on each of the first three anniversaries (and for the PSUs granted during fiscal 2020, each of the first four anniversaries) of the date the PSUs were granted, subject to the NEO’s continuous service through the applicable

  189. Potential Payments Upon Termination or Change in Control Table

    | Table of Contents | Compensation of Executive Officers | Potential Payments Upon Termination or Change in Control |

  190. Potential Payments Upon Termination or Change in Control Table

    | 2024 Proxy Statement | 87 |

  191. Potential Payments Upon Termination or Change in Control Table

    vesting date (with any portion that would have vested on or prior to the change in control transaction under such vesting schedule becoming vested on the date of the change in control transaction and any portion that is unvested following the date of the change in control transaction vesting in accordance with such vesting schedule). With respect to PSU awards granted during fiscal 2023, the vesting acceleration benefit for each NEO would be $0 because the first anniversary of the grant date had not yet occurred as of December 29, 2023. With respect to PSU awards granted during fiscal 2020, fiscal 2021 and fiscal 2022, the vesting acceleration benefit for each NEO would be as follows:

  192. Potential Payments Upon Termination or Change in Control Table

    | Name | Vesting Acceleration Benefit for Outstanding PSUs Granted in 2020 ($) | Vesting Acceleration Benefit for Outstanding PSUs Granted in 2021 ($) | Vesting Acceleration Benefit for Outstanding PSUs Granted in 2022 ($) | | Michael M. Morrissey, Ph.D. | 1,691,343 | 3,203,457 | 2,162,411 | | Christopher J. Senner | 585,980 | 1,025,956 | 607,619 | | Dana T. Aftab, Ph.D. | 455,738 | 808,943 | 475,722 | | Jeffrey J. Hessekiel, J.D. | 520,871 | 913,779 | 542,774 | | Amy C. Peterson, M.D. | — | — | — | | Vicki L. Goodman, M.D. | — | — | — |

  193. Potential Payments Upon Termination or Change in Control Table

    (4)Assumes that the triggering event occurred on December 29, 2023, the last business day of our last fiscal year, when the closing sale price per share of our common stock was $23.99. The amount of the vesting acceleration is determined by: (i) aggregating for all accelerated options, the amount equal to (A) the excess, if any, of $23.99 over the relevant exercise price of the option, multiplied by (B) the number of shares underlying unvested options at such exercise price as of December 29, 2023; and (ii) aggregating for all accelerated RSUs and PSUs, the amount equal to (X) $23.99 multiplied by (Y) the number of shares underlying the unvested RSUs and PSUs. There can be no assurance that a similar triggering event would produce the same or similar results as those estimated if such event occurs on any other date or at a time when our closing sale price is different. (5)Represents the pro rata portion of Dr. Peterson’s annual cash bonus for fiscal 2023, calculated based on her having worked for four complete calendar months. (6)Because Dr. Goodman’s Covered Termination occurred in August 2023, this table provides the actual severance payments received by Dr. Goodman and does not assume that the triggering event occurred on December 29, 2023. In addition, Dr. Goodman’s Covered Termination occurred prior to the Board’s amendment and restatement of the CIC Plan, and accordingly, the severance payments she received were pursuant to the then-effective CIC Plan, which did not include the payment of any pro-rata portion of her annual cash bonus for fiscal 2023. CEO Pay Ratio We believe that we provide fair and equitable compensation to our employees through a combination of competitive base pay, incentives, retirement plans and other benefits. In accordance with Item 402(u) of Regulation S-K, promulgated by the Dodd Frank Act, we determined the ratio of: (a) the annual total compensation of our Chief Executive Officer; to (b) the median of the annual total compensation of all of our employees (including employees of our consolidated subsidiaries), except for our Chief Executive Officer, both calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. To determine the median of the annual total compensation of all of our employees, we were required to identify the “median employee” of our workforce, without regard to his or her location or employment status (full-time or part-time). The applicable SEC rules require us to identify a median employee only once every three years, as long as there have been no material changes in our employee population or employee compensation arrangements that we believe would significantly impact the calculation of our CEO Pay Ratio. However, because there was a significant increase in our employee population between October 2022 and October 2023, we decided to identify a new median employee for purposes of calculating our CEO Pay Ratio for fiscal 2023. Consistent with the process we adopted for prior fiscal years, to determine the median of the annual total compensation of all our employees, except for our Chief Executive Officer, we used the following methodology: ››To identify our employee population, we used tax and payroll records to determine all full-time and part-time employees, excluding our Chief Executive Officer, who were employed as of October 31, 2023.

  194. Potential Payments Upon Termination or Change in Control Table

    | 88 | Exelixis, Inc. |

  195. Potential Payments Upon Termination or Change in Control Table

    ››To identify the median employee with respect to annual total compensation of all of our employees, we calculated each employee’s “target total direct compensation,” which consists of: (i) fiscal 2023 base salary (using a reasonable estimate of the hours worked and overtime actually paid during fiscal 2023 for hourly employees); (ii) target cash bonus; and (iii) the grant date fair value of any equity awards granted during fiscal 2023 (using the same methodology that we use for estimating the value of the equity awards granted to our NEOs and reported in our Summary Compensation Table). ››In making this determination, we annualized the base salary and target cash bonus for all full-time and part-time employees who were employed by us for less than the entirety of fiscal 2023. Once our representative median employee was identified in the manner described above, we calculated the annual total compensation of the representative median employee using the same methodology that we used to determine the annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table included in this Proxy Statement. For fiscal 2023, the median of the annual total compensation of our employees (other than our Chief Executive Officer) was $294,528 and the annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table included in this Proxy Statement, was $16,423,307. Based on this information, our CEO Pay Ratio for fiscal 2023 was 56 to 1. This CEO Pay Ratio represents our reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K and applicable guidance, which provide significant flexibility in how companies identify the median employee. Each company may use a different methodology and make different assumptions particular to that company and apply certain exclusions. As a result, and as explained by the SEC when it adopted these rules, in considering this CEO Pay Ratio disclosure, stockholders should keep in mind that the rule was not designed to facilitate comparisons of CEO Pay Ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices and CEO Pay Ratio disclosures. Neither the Compensation Committee nor our management used our fiscal CEO Pay Ratio for fiscal 2023 in making compensation decisions. Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, this section provides information about the relationship between compensation reported in the Summary Compensation Table and “compensation actually paid,” as calculated under the SEC’s rules, to our principal executive officer (PEO) and our non-PEO NEOs, as well as certain financial performance measures. The disclosure covers our four most recent fiscal years and will expand next year to a rolling five fiscal year period. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how our company or the Compensation Committee view the link between our company’s performance and executive compensation for our PEO and our non-PEO NEOs. For additional information about our pay-for-performance philosophy and how we align executive compensation with company performance, please refer to the “Compensation Discussion and Analysis” section of this Proxy Statement.

  196. Required Tabular Disclosure of Pay Versus Performance

    Required Tabular Disclosure of Pay Versus Performance The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” is required by the SEC’s rules and, as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Compensation Discussion and Analysis” section of this Proxy Statement.

  197. Required Tabular Disclosure of Pay Versus Performance

    | Table of Contents | Compensation of Executive Officers | Pay Versus Performance |

  198. Required Tabular Disclosure of Pay Versus Performance

    | 2024 Proxy Statement | 89 |

  199. Pay Versus Performance

    Pay Versus Performance

  200. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions) ($) | Net Product Revenues (millions) ($)(5) | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2) | Total Stockholder Return ($)(3) | Peer Group Total Stockholder Return ($)(4) | | | | 2023 | 16,423,307 | 31,702,754 | 5,505,198 | 7,804,316 | 141 | 121 | 207.8 | 1,628.9 | | 2022 | 16,877,545 | 16,020,538 | 5,149,608 | 5,038,751 | 94 | 116 | 182.3 | 1,401.2 | | 2021 | 7,530,431 | 15,297,662 | 3,510,384 | 5,612,040 | 107 | 129 | 231.1 | 1,077.3 | | 2020 | 2,349,812 | 18,565,411 | 1,237,199 | 5,878,678 | 118 | 129 | 111.8 | 741.6 |

  201. Pay Versus Performance

    (1)Dr. Morrissey was our PEO for each year presented. The individuals comprising the non-PEO NEOs for each year presented are as follows: (i) for 2023, Mr. Senner, Dr. Aftab, Dr. Peterson, Dr. Goodman and Mr. Hessekiel; (ii) for 2022, Mr. Senner, Dr. Goodman, Mr. Haley and Mr. Hessekiel; (iii) for 2021, Mr. Senner, Mr. Haley, Mr. Hessekiel, Dr. Peter Lamb and Dr. Gisela M. Schwab; and (iv) for 2020, Dr. Schwab, Mr. Senner, Mr. Hessekiel and Mr. Haley. (2)Compensation actually paid, as calculated under the SEC’s rules, requires making certain adjustments to the “Total” column of the Summary Compensation Table to reflect the exclusion and inclusion of certain amounts for the PEO and the Non-PEO NEOs; the tables set forth below reflect those adjustments. Equity values in the tables below are calculated in accordance with FASB ASC Topic 718. Amounts in the “Exclusion of Stock Awards and Options Awards” column of the tables below are the totals from the “Stock Awards” and “Option Awards” columns set forth in the Summary Compensation Table. The differences between the amounts in the “Total” column of the Summary Compensation Table and the “compensation actually paid” are primarily attributable to the appreciation in the price of our common stock and the annual vesting of RSU and earned PSU awards, as well as the value recognized upon or following achievement of performance targets for the PSU awards during the year. In addition, with respect to PSU awards granted to the applicable NEOs during fiscal 2020, the grant date fair values of such awards, as computed in accordance with ASC 718, excluding the estimate of estimated forfeitures, are based upon the then-probable outcome of the performance conditions, which was $0 for each NEO. For more information regarding the 2020 PSU awards, please see “Compensation Discussion and Analysis—2023 Compensation Decisions—2020 Long-Term Incentive Awards Achievements” above.

  202. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards and Options Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2023 | 16,423,307 | (14,259,313) | 29,538,760 | 31,702,754 |

  203. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Options Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 5,505,198 | (4,571,569) | 6,870,687 | 7,804,316 |

  204. Pay Versus Performance

    The amounts in the “Inclusion of Equity Values” columns in the tables above are derived from the amounts set forth in the following tables:

  205. Pay Versus Performance

    | Year | Year End Fair Value of Equity Awards Granted During Year That Remained Outstanding and Unvested as of Last Day of Year for PEO ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years for PEO ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested During Year for PEO ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Total – Inclusion of Equity Values for PEO ($) | | 2023 | 18,468,346 | 8,239,747 | — | 2,830,667 | — | 29,538,760 |

  206. Pay Versus Performance

    | 90 | Exelixis, Inc. |

  207. Pay Versus Performance

    | Year | Average Year End Fair Value of Equity Awards Granted During Year That Remained Outstanding and Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years for Non- PEO NEOs ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested During Year for Non-PEO NEOs ($) | Average Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total – Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 5,152,448 | 1,717,856 | — | 525,908 | (525,525) | 6,870,687 |

  208. Pay Versus Performance

    (3)Represents the company’s cumulative TSR. Cumulative TSR is calculated by dividing (i) the sum of (a) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (b) the difference between our share price at the end and the beginning of the measurement period, by (ii) our share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is January 3, 2020. Cumulative TSR is calculated assuming an investment of $100 in our common stock on January 3, 2020. (4)Represents the cumulative peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Nasdaq Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our annual reports for each of the years in the table. (5)SEC rules require us to designate a “Company-Selected Measure” that in our assessment represents the most important financial performance measure used by us to link the compensation actually paid to our PEO and non-PEO NEOs, for the most recently completed fiscal year, to our performance. We have selected Net Product Revenues as this measure.

  209. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship of the “compensation actually paid” figures that are included in the pay versus performance tabular disclosure above, to (1) our cumulative TSR and that of the Nasdaq Biotechnology index, (2) our net income, and (3) our Net Product Revenues, which is our company-selected measure. In addition, the first graph below further illustrates the relationship between our TSR and that of the Nasdaq Biotechnology Index. As noted above, “compensation actually paid” for purposes of the tabular disclosure and the following graphs was calculated in accordance with SEC rules and does not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years. The graph assumes that $100 was invested on January 3, 2020 in each of our common stock and the Nasdaq Biotechnology Total Return Index and assumes reinvestment of any dividends.

  210. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    | Table of Contents | Compensation of Executive Officers | Pay Versus Performance |

  211. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    | 2024 Proxy Statement | 91 |

  212. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    | 92 | Exelixis, Inc. |

  213. Required Tabular Disclosure of Most Important Performance Measures

    | Table of Contents | Compensation of Executive Officers | Pay Versus Performance |