DEF 14A of Exelixis, Inc., Apr 16, 2025

DEF 14A of Exelixis, Inc.

Filed Apr 16, 2025 · FY20240000939767-25-000061

Open on EDGAR

  1. What does it mean if I receive more than one Notice of Availability or proxy card?

    | Director Nominees | | | Mary C. Beckerle, Ph.D. Chief Executive Officer, Huntsman Cancer Institute at the University of Utah | Director since 2024 Age 70 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 •Risk 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, on various external advisory boards of National Cancer Institute-designated cancer centers, and, in 2024, was reappointed to the National Institute of Health’s Advisory Committee to the Director for a second term (previously serving from 2007-2010). 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 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. | |

  2. What does it mean if I receive more than one Notice of Availability or proxy card?

    | 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 67 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: •Amgen Inc., serving on the Scientific Advisory Board (Oncology) | | 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 and holds the Albert and Margaret Alkek Foundation Endowed Chair; she is also 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, from September 2020 to November 2024. She is currently on the Scientific Advisory Board (Oncology) of Amgen Inc., a publicly held biotechnology company focused on the development of medicines to treat rare diseases, inflammation, and certain cancers. 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 70 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) •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 2001 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 and 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. Dr. Freire previously served on the board of directors of Koneksa Health, a private digital biomarker company, from 2022 to 2024. 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. | |

  3. What does it mean if I receive more than one Notice of Availability or proxy card?

    | Tomas J. Heyman Operating Partner, Bioqube Ventures | Director since 2023 Age 69 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) 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 and Compensation Committee (Chair) •Legend Biotech Corporation | | Tomas J. Heyman has been a director since May 2023. Since 2020, Mr. Heyman served as operating partner at Bioqube Ventures, a life sciences investment firm. Previously, Mr. Heyman served as a consultant to Interlaken Therapeutics, Inc., a biotechnology company, and as its interim Chief Executive Officer from 2021 to 2024, 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 also served as a member of the board of directors of Legend Biotech Corporation, a publicly held biotechnology company, since 2022; OptiNose, Inc., a publicly held specialty pharmaceutical company, since 2020, Akero Therapeutics, Inc., a publicly held biotechnology company, since 2020 and Primmune Therapeutics, a privately held pharmaceutical company, since 2024. Previously, Mr. Heyman has served as non executive chairman of the board of directors of Venatorx, Inc., a privately held pharmaceutical company, from 2023 to 2024, served as a member of the board of directors of Xilio Therapeutics, Inc., a publicly held biotechnology company, from 2022 to 2024, Invivyd, Inc. (formerly Adagio Therapeutics), a publicly held biopharmaceutical company, from 2021 to 2024, and 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 42 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 College. | |

  4. What does it mean if I receive more than one Notice of Availability or proxy card?

    | Michael M. Morrissey, Ph.D. President and Chief Executive Officer, Exelixis, Inc. | Director since 2010 Age 64 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 since 2023 Age 66 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: •None | | 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 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 of PsyBio Therapeutics Corp., a publicly held biotechnology company, from 2021 to 2024, 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. | |

  5. What does it mean if I receive more than one Notice of Availability or proxy card?

    | Stelios Papadopoulos, Ph.D. Co-Founder and Chair of the Board, Exelixis, Inc. | Director since 1994 Age 76 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 •Ovid Therapeutics Inc., serving on the Audit Committee and Compensation 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 Ovid Therapeutics Inc., a publicly held biopharmaceutical company focused on the development of medicines for brain conditions, since March 2025, 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. | |

  6. What does it mean if I receive more than one Notice of Availability or proxy card?

    | George Poste, DVM, Ph.D., FRS Chief Scientist, Complex Adaptive Systems Initiative | Director since 2004 Age 80 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. | |

  7. What does it mean if I receive more than one Notice of Availability or proxy card?

    | Julie Anne Smith Former Chief Executive Officer, Nuvig Therapeutics, Inc. | Director since 2016 Age 54 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. Previously, Ms. Smith 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, from 2023 to 2024, 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 startup, 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 69 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 •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, 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; Solenis, Inc., a privately held chemicals producer from 2014 until its acquisition by Platinum Equity in 2021; and Athersys, Inc., a publicly held company engaged in the discovery and development of therapeutic product candidates, from 2010 until January 2024. 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. | |

  8. What does it mean if I receive more than one Notice of Availability or proxy card?

    | •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 and non-CEO management succession | | •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 | |

  9. What does it mean if I receive more than one Notice of Availability or proxy card?

    | Table of Contents | Compensation of Directors |

  10. 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 2024 peer group used for executive compensation purposes, an update in recent trends in director compensation and a review of related corporate governance best practices.

  11. 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.

  12. Meaningful Limits on Director Compensation

    | 2025 Proxy Statement | 33 |

  13. Meaningful Limits on Director Compensation

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

  14. Meaningful Limits on Director Compensation

    Director Compensation Table The following table shows compensation information for our non-employee directors for the fiscal year ended January 3, 2025.

  15. Meaningful Limits on Director Compensation

    | | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Mary C. Beckerle, Ph.D. (4) | 84,000 | 767,050 | 310,898 | — | 1,161,948 | | S. Gail Eckhardt, M.D. (4) | 84,000 | 767,050 | 310,898 | — | 1,161,948 | | Maria C. Freire, Ph.D. | 103,000 | 408,596 | — | — | 511,596 | | Alan M. Garber, M.D., Ph.D. (5) | 48,500 | — | — | 50,000 | 98,500 | | Tomas J. Heyman | 90,500 | 408,596 | — | — | 499,096 | | David E. Johnson | 87,000 | — | 406,907 | — | 493,907 | | Robert L. Oliver, Jr. | 84,000 | 408,596 | — | — | 492,596 | | Stelios Papadopoulos, Ph.D. | 134,000 | 408,596 | — | — | 542,596 | | George Poste, DVM, Ph.D., FRS | 97,000 | 408,596 | — | — | 505,596 | | Julie A. Smith | 100,000 | 217,225 | 190,575 | — | 507,800 | | Jacqueline Wright (5) | 42,000 | — | — | — | 42,000 | | Jack L. Wyszomierski | 102,000 | 408,596 | — | — | 510,596 |

  16. Meaningful Limits on Director Compensation

    (1) On May 31, 2024, each of Drs. Beckerle, Eckhardt, Freire, Papadopoulos and Poste, Ms. Smith and Messrs. Heyman, Oliver and Wyszomierski was granted an RSU award pursuant to the Directors’ Policy. Each of Drs. Freire, Beckerle, Freire, Papadopoulos and Poste and Messrs. Heyman, Oliver and Wyszomierski elected to receive 100% of their annual award in the form of RSU awards. Ms. Smith elected to receive 50% of her annual award in the form of RSU awards. Amounts shown in this column reflect the grant date fair value of the RSU awards as computed in accordance with Financial Accounting Standards Board, Accounting Standards Codification Topic 718 (ASC 718). The assumptions used to calculate the value of the RSU awards are set forth in Note 9 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 3, 2025, filed with the SEC on February 11, 2025. Please see “Equity Compensation Arrangements” above for a description of the RSU awards made to non-employee directors on May 31, 2024. The initial RSU awards granted to Drs. Beckerle and Eckhardt on January 5, 2024 are described in Footnote 4 below. Only one RSU award was granted to each of Drs. Freire, Papadopoulos and Poste, Ms. Smith and Messrs. Heyman, Oliver and Wyszomierski during fiscal 2024 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 our non-employee directors as of January 3, 2025, is as follows: Dr. Beckerle—34,262; Dr. Eckhardt —34,262; Dr. Freire—18,838; Mr. Heyman—32,470; Mr. Johnson—13,632; Mr. Oliver— 32,470; Dr. Papadopoulos—18,838; Dr. Poste—18,838; and Ms. Smith—10,015; and Mr. Wyszomierski—18,838. (2) On May 31, 2024, each of Mr. Johnson and Ms. Smith was granted a stock option award pursuant to the Directors’ Policy. Mr. Johnson elected to receive 100% of his annual award in the form of a stock option. Ms. Smith elected to receive 50% of her annual award in the form of a stock option. Only one stock option award was granted to each of Ms. Smith and Mr. Johnson during fiscal 2024 and, accordingly, the grant date fair value of that stock option is reflected in the table. Amounts shown in this column reflect the grant date fair value of the option awards as computed in accordance with ASC 718. The assumptions used to calculate the value of the option awards are set forth in Note 9 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 3, 2025, filed with the SEC on February 11, 2025. The aggregate number of shares subject to all stock options held by each of our non-employee directors as of January 3, 2025, is as follows: Dr. Beckerle—30,848; Dr. Eckhardt—30,848; Dr. Freire—96,802; Mr. Heyman—36,353; Mr. Johnson—79,120; Mr. Oliver—36,353; Dr. Papadopoulos—36,508; Dr. Poste—36,508; Ms. Smith—180,347; and Mr. Wyszomierski—68,562. (3) Reflects the consulting fees earned by Dr. Garber during fiscal 2024. (4) On January 5, 2024, each of Drs. Beckerle and Eckhardt was granted an RSU award representing 15,424 shares of our common stock and an option to purchase 30,848 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 $358,454, and the grant date fair values of the option components of each director’s initial award was $310,898, in each case as computed in accordance with ASC 718. The assumptions used to calculate the value of the RSU awards and option awards are set forth in Note 9 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 3, 2025, filed with the SEC on February 11, 2025. There can be no assurance that the option will ever be

  17. Meaningful Limits on Director Compensation

    | 34 | Exelixis, Inc. |

  18. Meaningful Limits on Director Compensation

    exercised (in which case no value will actually be realized by Drs. Beckerle and Eckhardt) or that the value on exercises of the stock options or the value of the RSUs 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 Drs. Beckerle and Eckhardt on January 5, 2024. (5) Dr. Garber and Ms. Wright did not stand for re-election at the 2024 Annual Meeting of Stockholders and resigned from the Board effective as of May 31, 2024.

  19. Meaningful Limits on Director Compensation

    | 2025 Proxy Statement | 35 |

  20. Meaningful Limits on Director Compensation

    | Table of Contents | Proposal 2 | Ratification of Selection of Independent Registered Public Accounting Firm |

  21. 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 2, 2026. 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-four fiscal years in the period ended January 3, 2025. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement 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.

  22. Meaningful Limits on Director Compensation

    | 36 | Exelixis, Inc. |

  23. 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 2024, which ended on January 3, 2025, and fiscal 2023, which ended on December 29, 2023) for the services described below are as follows:

  24. Meaningful Limits on Director Compensation

    | | Fiscal Year Ended | | | | January 3, 2025 | December 29, 2023 | | Audit fees (1) | $2,936,882 | $2,805,390 | | Audit-related fees (2) | 240,000 | 130,000 | | Tax fees: | 129,993 | 547,405 | | Tax compliance fees (3) | — | 259,100 | | Other tax fees (4) | 129,993 | 288,305 | | All other fees (5) | 2,000 | — | | Total Fees | $3,308,875 | $3,482,795 |

  25. 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 2024 and 2023, 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 2024, 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.

  26. 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 all forms of variable compensation (excluding base salary) from senior level employees, including our NEOs, in the event of misconduct that causes material harm to the company and recover 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 for directors and executive officers to further align their interests with those of our stockholders | | 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 | ›› NEW: In December 2024, we updated our Insider Trading Policy to prohibit all pledging, including in circumstances where the individual can demonstrate the financial capacity to repay the loan without resorting to the pledged securities ›› No executive officers or directors pledged our common stock during 2024 | | 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 |

  27. 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 2024, 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 2024 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 2024 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 2024 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.

  28. 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.

  29. 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 adjusts 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 for their total compensation. 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.

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

    | 2025 Proxy Statement | 51 |

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

    | Table of Contents | Compensation of Executive Officers | Compensation Discussion and Analysis |

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

    In developing the 2024 peer group, the Compensation Committee considered the continued evolution of our business and meaningful developments in comparison to the 2023 peer group companies. It also considered what other companies might make suitable additions to the 2024 list. The key qualitative and quantitative considerations that influenced the development of the 2024 peer group were: ››industry, including biotechnology and pharmaceutical companies; ››therapeutic area, including companies with an oncology product focus; ››stage of business, with at least one marketed product; ››organizational complexity, as reflected by headcount between 0.3x—3.1x Exelixis’ then-current headcount (approximately 400 employees—3,700 employees); ››whether the company is traded on a major U.S. exchange; ››market capitalization between 0.4x—3.2x of Exelixis’ then-current market capitalization (approximately $2.5 billion—approximately $20.0 billion); and ››revenues between 0.5x—2.7x of Exelixis’ then-current revenues (approximately $850 million— approximately $4.6 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 2024:

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

    | Our Fiscal 2024 Peers (1) | | | | ACADIA Pharmaceuticals Inc. | Horizon Therapeutics plc | NovoCure Limited | | Alkermes plc | Incyte Corporation | PTC Therapeutics, Inc. | | Alnylam Pharmaceuticals, Inc. | Ionis Pharmaceuticals, Inc. | Sarepta Therapeutics, Inc. | | BeiGene, Ltd. | Jazz Pharmaceuticals plc | Seagen Inc. | | BioMarin Pharmaceutical Inc. | Natera, Inc. | Ultragenyx Pharmaceutical Inc. | | Exact Sciences Corporation | Neurocrine Biosciences, Inc. | United Therapeutics Corporation |

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

    (1) Per our selection criteria, in 2024, we added PTC Therapeutics, Inc. and removed Blueprint Medicines Corporation, from our Peers. Exelixis’ positioning relative to its 2024 Peers (as of August 2023) was the 60th percentile for revenues and the 36th percentile for market capitalization. 63rd

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

    | 52 | Exelixis, Inc. |

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

    Compensation Elements Our executive compensation program generally consists of three principal components: base salary; annual cash bonus; and long-term incentive compensation.

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

    | 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 of achieved performance, 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 |

  38. 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.

  39. 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 2024, 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. | | 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. |

  40. 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 2024 included PSUs, RSUs, stock options and annual incentive cash bonuses. The following charts highlight the 2024 pay mix for our Chief Executive Officer and our other NEOs as a group.

  41. 2024 Annual Cash Bonuses

    2024 Annual Cash Bonuses

  42. 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 achievements; 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%.

  43. 2024 Bonus Targets

    2024 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 2024, the Compensation Committee determined that the existing bonus targets from 2023 remained aligned with competitive market data and therefore would remain unchanged for 2024. The following table sets forth the 2024 bonus targets for the NEOs.

  44. 2024 Bonus Targets

    | NEO | 2024 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. | 50% |

  45. 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 2024 corporate goals (other than Dr. Morrissey, whose annual incentive cash bonus is entirely dependent on the company’s performance against our pre-determined 2024 corporate goals). 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 2024, particularly regarding: disciplined expense management; facilitation of the 2024 stock repurchase program; his role in positioning the company to be able to execute on future strategic initiatives and evolving priorities; management of our facilities operations; and his continuing responsibilities leading the Information Technology organization to maintain and further enhance our technology infrastructure, especially with respect to cybersecurity, Artificial Intelligence governance and data loss prevention. ››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 2024, 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; and spearheading our pipeline expansion initiatives to acquire and in-license promising investigational oncology assets. ››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 2024, particularly regarding: his continued effective management of the Abbreviated New Drug Application litigations, including the successful resolution of the second MSN trial; the effective oversight of our compliance program, including the integration of the quality assurance function within the compliance organization; and our ongoing and planned advocacy concerning prospective changes to laws, regulations, and policies applicable to our business. ››Dr. Peterson’s effective leadership of our product development and medical affairs organizations (PDMA) and her performance with respect to the achievement of our product development goals in 2024, particularly regarding: the organizational and process enhancements to improve PDMA performance and 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.

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

    | Name | 2024 Base Salary ($) | 2024 Target Award (%) | 2024 Corporate Performance Weighting (%) | 2024 Approved Corporate Performance (%) | 2024 Individual Performance Weighting (%) | 2024 Individual Performance (%) | 2024 Annual Cash Bonus Payout (% of Target Award) | 2024 Annual Cash Bonus Payout ($) | | Michael M. Morrissey, Ph.D. | $1,266,108 | 100% | 100% | 115% | N/A | N/A | 115% | $1,456,024 | | Christopher J. Senner | $797,665 | 50% | 70% | 115% | 30% | 132% | 120% | $478,599 | | Dana T. Aftab, Ph.D. | $628,993 | 50% | 70% | 115% | 30% | 115% | 115% | $361,671 | | Jeffrey J. Hessekiel, J.D. | $692,071 | 50% | 70% | 115% | 30% | 132% | 120% | $415,243 | | Amy C. Peterson, M.D. | $658,095 | 50% | 70% | 115% | 30% | 115% | 115% | $378,404 |

  47. 2024 Long-Term Incentive Awards

    2024 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 2024, 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.

  48. Allocation of 2024 Long-Term Incentive Awards

    Allocation of 2024 Long-Term Incentive Awards Our Compensation Committee approved the 2024 long-term incentive awards for each NEO 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.

  49. 2024 RSU Awards

    2024 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 2024 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, 2025. 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.

  50. 2024 PSU Awards

    2024 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 2024 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 1, 2027 (such performance metric referred to herein as the 2024 Relative TSR Goal). The Compensation Committee chose Relative TSR as the performance metric for the 2024 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.

  51. 2024 PSU Awards

    | 2025 Proxy Statement | 61 |

  52. 2024 PSU Awards

    | Table of Contents | Compensation of Executive Officers | Compensation Discussion and Analysis |

  53. 2024 PSU Awards

    Achievement of the threshold, target, and maximum performance level targets of the 2024 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.

  54. 2024 PSU Awards

    | 2024 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% |

  55. 2024 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 2024 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 the entire 2024 PSU award. After the performance period has ended, the Compensation Committee will certify the level of achievement of the 2024 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 2024 PSU award and (2) the performance achievement percentage of the 2024 Relative TSR Goal (such number referred to herein as the 2024 PSU Certified Shares). Each 2024 PSU award will vest as to 50% of the 2024 PSU Certified Shares upon the Compensation Committee’s certification with the remaining 50% of the 2024 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.

  56. Value of 2024 Long-Term Incentive Awards

    Value of 2024 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. As part of the decision-making process, the Compensation Committee considered the challenges of managing a strong performing 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 the aggregate value of the equity awards granted to each of our NEOs taking into account competitive market data, company and

  57. Value of 2024 Long-Term Incentive Awards

    | 62 | Exelixis, Inc. |

  58. Value of 2024 Long-Term Incentive Awards

    individual performance, scope of responsibility, critical needs and skill sets, leadership potential and succession planning, and the Compensation Committee 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 February 16, 2024). 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.

  59. Value of 2024 Long-Term Incentive Awards

    | Name | Number of Shares Subject to RSUs | Target Number of Shares Subject to 2024 PSUs | | Michael M. Morrissey, Ph.D. | 241,670 | 241,670 | | Christopher J. Senner | 82,121 | 82,121 | | Dana T. Aftab, Ph.D. | 63,350 | 63,350 | | Jeffrey J. Hessekiel, J.D. | 63,350 | 63,350 | | Amy C. Peterson, M.D. | 82,121 | 82,121 |

  60. 2020 Long-Term Incentive Awards Achievements

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

  61. 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

  62. 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 The Compensation Committee previously certified partial over achievement of the 2020 PSU Grant #1 (representing 150% of the target number of shares subject to the award) in connection with the positive top-line results from three potentially label-enabling trials (COSMIC-313, CONTACT-02 and CABINET) by December 31, 2024. The Compensation Committee also reviewed and certified threshold achievement of the 2020 PSU Grant #2 (representing 50% of the target number of shares subject to the award) in connection with the FDA approval for the commercial sale and marketing of CABOMETYX in DTC by December 31, 2024. On December 31, 2024, the end of the performance period for both 2020 PSU Grant #1 and #2, the remaining shares associated with the unachieved performance thresholds were forfeited.

  63. 2021 Long-Term Incentive Awards Achievements

    2021 Long-Term Incentive Awards Achievements In 2021, the Compensation Committee granted PSUs to the NEOs (other than Dr. Peterson, who was 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). Upon achievement of an NPR Target, the 2021 PSU awards were also 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

  64. 2021 Long-Term Incentive Awards Achievements

    | 2025 Proxy Statement | 63 |

  65. 2021 Long-Term Incentive Awards Achievements

    | Table of Contents | Compensation of Executive Officers | Compensation Discussion and Analysis |

  66. 2021 Long-Term Incentive Awards Achievements

    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 vested on February 15, 2025.

  67. 2022 Long-Term Incentive Awards Achievements

    2022 Long-Term Incentive Awards Achievements In 2022, the Compensation Committee granted PSUs to the NEOs (other than Dr. Peterson, who was not with the company in 2022) that vest upon or following achievement of targets related to the performance of our Relative TSR over a three-year period beginning January 1, 2022 and concluding on January 3, 2025. On January 16, 2025, recognizing the company’s Relative TSR at the end of the performance period was 91.77% (93rd percentile among the Nasdaq Biotechnology Index), the Compensation Committee certified maximum achievement (175% of the target number of shares subject to the 2022 PSU awards). Other Compensation Information

  68. Compensation Actions in 2025

    Compensation Actions in 2025 In March 2025, the Board approved, following a recommendation of the Compensation Committee, a program providing for a special one-time performance-based restricted stock award for all employees of the company, including our NEOs. The Board believes that this special award of performance-based restricted stock units will incentivize long- term company performance directly aligned with shareholder value creation while also retaining employees over a five- year transformational period for the company. In determining participant sizing and the overall design of the award the Compensation Committee took into account market-based research from Aon and the overall goal of aligning all employee interests with shareholder interests. For our NEOs, the value of the award will be equal to approximately two times the value of an annual long-term incentive award for similarly situated executives at peer companies placed at the 50th percentile. The performance vesting requirement for the grant will be satisfied to the extent that the volume-weighted average closing price of the company’s common stock for any consecutive 90-calendar-day period equals or exceeds $60 per share on any day during the five-year performance period. To fully vest in the award, an employee must also remain employed through the fifth anniversary of the grant, subject to certain exceptions on a qualifying termination of employment. If stock price goal is not achieved within the performance period, the entirety of the performance-based restricted stock unit award will be forfeited.

  69. 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 2024, 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 equity 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.

  70. Timing of Equity Awards

    | 64 | Exelixis, Inc. |

  71. 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. Under Section 162(m) of the Internal Revenue Code (Section 162(m)), compensation paid to each of the company’s “covered employees” that exceeds $1 million per taxable year is generally non-deductible. Although the Compensation Committee will continue to consider tax implications as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for the NEOs in a manner consistent with the goals of the company’s executive compensation program and the best interests of the company and its stockholders, which may include providing for compensation that is not deductible by the company due to the deduction limit under Section 162(m). Compensation Policies and Practices as They Relate to Risk Management In 2024, the Compensation Committee reviewed our compensation policies and practices and concluded that the mix and design of these policies and practices are not reasonably likely to encourage our employees to take excessive risks. In connection with its evaluation, the Compensation Committee considered, among other things, the structure, philosophy and design characteristics of our primary incentive compensation plans and programs in light of our risk management and governance procedures, as well as other factors that may calibrate or balance potential risk-taking incentives. Based on this assessment, the Compensation Committee concluded that risks arising from our compensation policies and practices for all employees, including executive officers, are not reasonably likely to have a material adverse effect on us. COMPENSATION COMMITTEE REPORT The material in this report is not “soliciting material,” is not deemed “filed” with the Securities and Exchange Commission and is not deemed to be incorporated by reference in any filing of Exelixis under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. The Compensation Committee of the Board of Directors of Exelixis, Inc., consisting solely of independent directors, has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement and, based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated into our Annual Report on Form 10-K for the year ended January 3, 2025. Compensation Committee: Julie A. Smith, Chair S. Gail Eckhardt Robert L. Oliver, Jr. Stelios Papadopoulos

  72. Summary Compensation Table

    Summary Compensation Table

  73. 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. | 2024 | 1,252,636 | — | 10,012,388 | — | 1,456,024 | 11,000 | 12,732,048 | | President and Chief | 2023 | 1,192,001 | — | 14,259,313 | — | 960,993 | 11,000 | 16,423,307 | | Executive Officer | 2022 | 1,144,250 | — | 14,567,256 | — | 1,155,039 | 11,000 | 16,877,545 | | Christopher J. Senner | 2024 | 788,288 | — | 3,402,273 | — | 478,599 | 11,000 | 4,680,160 | | Executive Vice President | 2023 | 746,726 | — | 3,888,899 | — | 301,006 | 11,000 | 4,947,631 | | and Chief Financial Officer | 2022 | 716,172 | — | 4,093,312 | — | 361,786 | 11,000 | 5,182,270 | | Dana T. Aftab, Ph.D. | 2024 | 619,316 | — | 2,624,591 | — | 361,671 | 11,000 | 3,616,578 | | Executive Vice President, | 2023 | 577,920 | — | 4,770,110 | — | 294,112 | 11,000 | 5,653,142 | | Discovery and Translational Research and Chief Scientific Officer | | | | | | | | | | Jeffrey J. Hessekiel, J.D. | 2024 | 685,882 | — | 2,624,591 | — | 415,243 | 11,000 | 3,736,716 | | Executive Vice President, General Counsel | 2023 | 657,175 | — | 3,629,606 | — | 264,908 | 11,000 | 4,562,689 | | | 2022 | 630,285 | — | 3,656,426 | — | 318,399 | 11,000 | 4,616,110 | | Amy C. Peterson, M.D. | 2024 | 654,337 | — | 3,402,273 | — | 378,405 | 11,000 | 4,446,015 | | Executive Vice President, | 2023 | 201,846 | 265,530 | 5,220,000 | 1,590,000 | 90,470 | 11,000 | 7,378,846 | | Product Development & Medical Affairs, and Chief Medical Officer | | | | | | | | |

  74. Summary Compensation Table

    (1) The compensation reflected in the Summary Compensation Table reflects a 53-week period of fiscal 2024, and a 52-week period for each of fiscal 2023 and fiscal 2022. (2) Amounts shown in this column represent the amount actually earned by each NEO for the indicated fiscal year. For information regarding 2024 base salaries, please see “Compensation Discussion and Analysis—2024 Compensation Decisions—2024 Base Salaries.” (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. (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 and do not reflect compensation actually received or the amount that may be realized in the future by the NEOs. With respect to PSU awards granted to the NEOs during fiscal 2024, 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 $19.90 per share for each NEO. Accordingly, the positive amounts set forth in the table for fiscal 2024 reflect the sum of (i) the aggregate grant date fair value for RSUs granted, using the closing stock price of $21.53 per share of our common stock on the February 23, 2024 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 $19.90 per share, and in each case excluding estimates of forfeiture. A description of the Monte Carlo simulation model and the assumptions used to calculate the value of the RSUs and PSUs granted in 2024 is set forth in Note 9 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 3, 2025, filed with the SEC on February 11, 2025. A breakdown of the grant date fair values of (i) the RSUs granted to each NEO during fiscal 2024 and (ii) the PSUs granted to each NEO during fiscal 2024, assuming each of “Target Achievement” (i.e., “Target Payout”) and “Maximum Achievement” (i.e., “Maximum Payout”) of the 2024 Relative TSR Goal, and excluding estimates of forfeiture in the case of all such RSUs and PSUs, is as follows:

  75. Summary Compensation Table

    | 2025 Proxy Statement | 67 |

  76. Summary Compensation Table

    | Table of Contents | Compensation of Executive Officers | Summary of Compensation |

  77. Summary Compensation Table

    | Name | Grant Value of RSUs Granted in 2024 ($) | Grant Value of PSUs Granted in 2024 (Target Payout) ($) | Grant Value of PSUs Granted in 2024 (Maximum Payout) ($) | | Michael M. Morrissey, Ph.D. | 5,203,155 | 4,809,233 | 8,416,148 | | Christopher J. Senner | 1,768,065 | 1,634,208 | 2,859,849 | | Dana T. Aftab, Ph.D. | 1,363,926 | 1,260,665 | 2,206,154 | | Jeffrey J. Hessekiel, J.D. | 1,363,926 | 1,260,665 | 2,206,154 | | Amy C. Peterson, M.D. | 1,768,065 | 1,634,208 | 2,859,849 |

  78. Summary Compensation Table

    For a description of the PSU awards granted during fiscal 2024, please see “Compensation Discussion and Analysis— 2024 Compensation Decisions—2024 Long-Term Incentive Awards” above. 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 and the assumptions used to calculate the value of the RSUs and 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 Payout and 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:

  79. Summary Compensation Table

    | Name | Grant Value of RSUs Granted in 2023 ($) | Grant Value of PSUs Granted in 2023 (Target Payout) ($) | Grant Value of PSUs Granted in 2023 (Maximum Payout) ($) | | 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 | — | — |

  80. Summary Compensation Table

    With respect to PSU awards granted to the applicable NEOs during fiscal 2022 (other than Dr. Peterson, 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 (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 and the assumptions used to calculate the value of the RSUs and 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 Payout and 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:

  81. Summary Compensation Table

    | 68 | Exelixis, Inc. |

  82. Summary Compensation Table

    | Name | Grant Value of RSUs Granted in 2022 ($) | Grant Value of PSUs Granted in 2022 (Target Payout) ($) | Grant Value of PSUs Granted in 2022 (Maximum Payout) ($) | | 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 |

  83. Summary Compensation Table

    For a description of the PSU awards granted during fiscal 2022, please see “Compensation Discussion and Analysis—2024 Compensation Decisions—2022 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 and do not reflect compensation actually received or the amount that may be realized in the future by the NEO. The assumptions used to calculate the value of option awards are set forth in Note 9 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 3, 2025, filed with the SEC on February 11, 2025. 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. (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.

  84. Summary Compensation Table

    | 2025 Proxy Statement | 69 |

  85. Summary Compensation Table

    | Table of Contents | Compensation of Executive Officers | Grants of Plan-Based Awards |

  86. Summary Compensation Table

    Grants of Plan-Based Awards The following table shows for the fiscal year ended January 3, 2025 certain information regarding grants of plan-based awards to the NEOs:

  87. Grants of Plan-Based Awards in Fiscal 2024

    Grants of Plan-Based Awards in Fiscal 2024

  88. Grants of Plan-Based Awards in Fiscal 2024

    | | | 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) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Michael M. Morrissey, Ph.D. | | | | | | | | | | | | 2/23/2024 | — | — | — | — | — | — | 241,670 | 5,203,155 | | | 2/23/2024 | — | — | — | 120,834 | 241,670 | 422,922 | — | 4,809,233 | | | N/A | — | 1,266,108 | 1,899,162 | — | — | — | — | — | | Christopher J. Senner | | | | | | | | | | | | 2/23/2024 | — | — | — | — | — | — | 82,121 | 1,768,065 | | | 2/23/2024 | — | — | — | 41,060 | 82,121 | 143,711 | — | 1,634,208 | | | N/A | — | 398,833 | 658,074 | — | — | — | — | — | | Dana T. Aftab, Ph.D. | | | | | | | | | | | | 2/23/2024 | — | — | — | — | — | — | 63,350 | 1,363,926 | | | 2/23/2024 | — | — | — | 31,674 | 63,350 | 110,862 | — | 1,260,665 | | | N/A | — | 314,497 | 518,919 | — | — | — | — | — | | Jeffrey J. Hessekiel, J.D. | | | | | | | | | | | | 2/23/2024 | — | — | — | — | — | — | 63,350 | 1,363,926 | | | 2/23/2024 | — | — | — | 31,674 | 63,350 | 110,862 | — | 1,260,665 | | | N/A | — | 346,036 | 570,959 | — | — | — | — | — | | Amy C. Peterson, M.D. | | | | | | | | | | | | 2/23/2024 | — | — | — | — | — | — | 82,121 | 1,768,065 | | | 2/23/2024 | — | — | — | 41,060 | 82,121 | 143,711 | — | 1,634,208 | | | N/A | — | 329,048 | 542,928 | — | — | — | — | — |

  89. Grants of Plan-Based Awards in Fiscal 2024

    (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 2024. 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 2024 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 2024 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 150% or 200% respectively, 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—2024 Compensation Decisions—2024 Annual Cash Bonuses” above. (2) The PSU award was granted in February 2024 pursuant to our 2017 Plan to all NEOs as part of the LTIP for fiscal 2024. The PSU award will vest in accordance with the following: if the 2024 Relative TSR Goal is achieved at the end of the performance period from December 30, 2023 through January 1, 2027, at or above the threshold level of performance, (i) 50% of the 2024 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 2024 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 2024 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 2024 Relative TSR Goal will result in forfeiture of 100% of the PSU award, and (ii) the level of achievement of the 2024 Relative TSR Goal will not be determined by the Compensation Committee until after the end of the three-year performance period on January 1, 2027. For more information regarding the

  90. Grants of Plan-Based Awards in Fiscal 2024

    | 70 | Exelixis, Inc. |

  91. Grants of Plan-Based Awards in Fiscal 2024

    PSUs granted in 2024, please see “Compensation Discussion and Analysis—2024 Compensation Decisions—2024 Long-Term Incentive Awards—2024 PSU Awards” above. (3) The RSU award was granted in February 2024 pursuant to our 2017 Plan to all NEOs as part of the LTIP for fiscal 2024. The RSU award will vest as to 1/4th of the shares subject to each RSU award on May 15, 2025 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) 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 2024 for the RSU and PSU awards as computed in accordance with ASC 718. The assumptions used to calculate the grant date fair value of the PSU awards are set forth in Note 9 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 3, 2025, filed with the SEC on February 11, 2025. The grant date fair values of the PSU awards, as computed in accordance with ASC 718, granted to each NEO, presented in the table above are based upon a price of $19.90 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 2024, 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 the date of grant. No stock option awards were granted to our NEOs during fiscal 2024. Compensation Arrangements Base Salaries. For a description of actions taken by the Compensation Committee with respect to base salaries for our NEOs for fiscal 2024, please see “Compensation Discussion and Analysis—2024 Compensation Decisions—2024 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—2024 Compensation Decisions—2024 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 February 2024, we granted PSU awards, which will only vest following our achievement of the 2024 Relative TSR Goal, to all of our NEOs, as well as time-based equity awards in the form of RSUs to all of our NEOs. For information regarding PSU and RSU awards granted to the NEOs in fiscal 2024, including the number of underlying shares and vesting conditions related thereto, please see “Compensation Discussion and Analysis—2024 Compensation Decisions—2024 Long-Term Incentive Awards” 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.

  92. Grants of Plan-Based Awards in Fiscal 2024

    | 2025 Proxy Statement | 71 |

  93. Grants of Plan-Based Awards in Fiscal 2024

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

  94. Grants of Plan-Based Awards in Fiscal 2024

    Outstanding Equity Awards at Fiscal Year-End The following table shows certain information regarding outstanding equity awards at January 3, 2025 for the NEOs.

  95. Outstanding Equity Awards at January 3, 2025

    Outstanding Equity Awards at January 3, 2025

  96. Outstanding Equity Awards at January 3, 2025

    | | | 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. | 9/10/2018 | 308,365 | | 18.80 | 9/9/2025 | | | | | | | 3/4/2021 | 463,781 | 30,319(4) | 21.31 | 3/3/2028 | | | | | | | 3/4/2021 | | | | | 125,187(5) | 4,252,602 | | | | | 3/4/2022 | | | | | 135,208 | 4,593,016 | | | | | 3/4/2022 | | | | | 473,226(6) | 16,075,487 | | | | | 4/3/2023 | | | | | 234,889 | 7,979,179 | | | | | 4/3/2023 | | | | | | | 548,072(7) | 18,618,006 | | | 2/23/2024 | | | | | 241,670 | 8,209,530 | | | | | 2/23/2024 | | | | | | | 422,922(8) | 14,366,660 | | Christopher J. Senner | 9/10/2018 | 129,314 | | 18.80 | 9/9/2025 | | | | | | | 3/4/2021 | | | | | 16,038 | 544,811 | | | | | 3/4/2021 | | | | | 40,093(5) | 1,361,959 | | | | | 3/4/2022 | | | | | 37,993 | 1,290,622 | | | | | 3/4/2022 | | | | | 132,973(6) | 4,517,093 | | | | | 4/3/2023 | | | | | 64,061 | 2,176,152 | | | | | 4/3/2023 | | | | | | | 149,474(7) | 5,077,632 | | | 2/23/2024 | | | | | 82,121 | 2,789,650 | | | | | 2/23/2024 | | | | | | | 143,711(8) | 4,881,863 | | Dana T. Aftab, Ph.D. | 3/4/2021 | | | | | 12,645 | 429,551 | | | | | 3/4/2021 | | | | | 31,612(5) | 1,073,860 | | | | | 3/4/2022 | | | | | 29,746 | 1,010,472 | | | | | 3/4/2022 | | | | | 104,106(6) | 3,536,481 | | | | | 1/5/2023 | | | | | 75,000(9) | 2,547,750 | | | | | 4/3/2023 | | | | | 51,249 | 1,740,929 | | | | | 4/3/2023 | | | | | | | 119,578(7) | 4,062,065 | | | 2/23/2024 | | | | | 63,350 | 2,152,000 | | | | | 2/23/2024 | | | | | | | 110,862(8) | 3,765,982 | | Jeffrey J. Hessekiel, J.D. | 3/4/2021 | | | | | 14,284 | 485,227 | | | | | 3/4/2021 | | | | | 35,710(5) | 1,213,069 | | | | | 3/4/2022 | | | | | 33,938 | 1,152,874 | | | | | 3/4/2022 | | | | | 118,780(6) | 4,034,957 | | | | | 4/3/2023 | | | | | 59,790 | 2,031,066 | | |

  97. Outstanding Equity Awards at January 3, 2025

    | 72 | Exelixis, Inc. |

  98. Outstanding Equity Awards at January 3, 2025

    | | | 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) | | | 4/3/2023 | | | | | | | 139,508(7) | 4,739,087 | | | 2/23/2024 | | | | | 63,350 | 2,152,000 | | | | | 2/23/2024 | | | | | | | 110,862(8) | 3,765,892 | | Amy C. Peterson, M.D. | 8/24/2023 | 53,333 | 106,667(10) | 21.75 | 8/23/2030 | 180,000(11) | 6,114,600 | | | | | 2/23/2024 | | | | | 82,121 | 2,789,650 | | | | | 2/23/2024 | | | | | | | 143,711(8) | 4,881,863 |

  99. Outstanding Equity Awards at January 3, 2025

    (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) Amounts included here represent the outstanding RSU and PSU awards, which 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 5, 6, 7, and 8. 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 $33.97, the closing sale price per share of our common stock on January 3, 2025, the last business day of our last fiscal year. (4) 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). (5) 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% vesting on February 15, 2025. Because the performance criteria have been achieved within the 2021 PSU Performance Period, 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—2024 Compensation Decisions—2021 Long-Term Incentive Awards Achievements” above. (6) 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

  100. Outstanding Equity Awards at January 3, 2025

    | 2025 Proxy Statement | 73 |

  101. Outstanding Equity Awards at January 3, 2025

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

  102. Outstanding Equity Awards at January 3, 2025

    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). Because the performance criteria have been achieved within the 2022 PSU Performance Period by January 3, 2025, the Compensation Committee certified maximum achievement for the 2022 PSU awards. For more information regarding the PSUs granted in 2022, please see "Compensation Discussion and Analysis - 2024 Compensation Decisions - 2024 Long-Term Incentive Awards - 2022 Long-Term Incentive Awards Achievements" above. (7) 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 period, or January 2, 2026. For purposes of these calculations in the table above, we assumed a maximum level of achievement with respect to the 2023 Relative TSR Goal for the 2023 PSU awards. (8) Holders of 2024 PSU awards may earn up to 175% of the target number of shares depending on the level of achievement with respect to the 2024 Relative TSR Goal. PSUs vest as to (i) 50% of the 2024 PSU Certified Shares upon the Compensation Committee’s certification after the end of the performance period, and (ii) 50% of the 2024 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 2024 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 1, 2027. For purposes of these calculations in the table above, we assumed a maximum level of achievement with respect to the 2024 Relative TSR Goal for the 2024 PSU awards. For more information regarding the PSUs granted in 2024, please see “Compensation Discussion and Analysis—2024 Compensation Decisions—2024 Long-Term Incentive Awards—2024 PSU Awards” above. (9) 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). (10) 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). (11) 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 January 3, 2025.

  103. Options Exercised and Stock Vested in Fiscal 2024

    Options Exercised and Stock Vested in Fiscal 2024

  104. Options Exercised and Stock Vested in Fiscal 2024

    | | 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. | 480,000 | 907,200 | 365,090 | 9,219,021 | | Christopher J. Senner | 125,000 | 347,629 | 129,048 | 3,241,598 | | Dana T. Aftab, Ph.D. | 191,986 | 1,627,223 | 126,541 | 3,056,350 | | Jeffrey J. Hessekiel, J.D. | 229,314 | 2,366,709 | 115,840 | 2,905,293 | | Amy C. Peterson, M.D. | — | — | 60,000 | 2,103,000 |

  105. Options Exercised and Stock Vested in Fiscal 2024

    (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.

  106. Options Exercised and Stock Vested in Fiscal 2024

    | 74 | Exelixis, Inc. |

  107. Options Exercised and Stock Vested in Fiscal 2024

    Potential Payments Upon Termination or Change in Control

  108. Change in Control and Severance Benefit Plan

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

  109. 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 January 3, 2025, the last day of our 2024 fiscal year.

  110. Potential Payments Upon Termination or Change in Control Table

    Potential Payments Upon Termination or Change in Control Table

  111. 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 | 2,532,216 | 1,899,162 | — | | | Bonus | 2,532,216 | 1,456,024 | — | | | Vesting Acceleration (4) | 60,349,673 | — | 60,349,673 | | | COBRA Payments | 56,000 | 42,000 | — | | | Outplacement Services | 50,000 | — | — | | Benefit Total | | 65,520,105 | 3,397,186 | 60,349,673 | | Christopher J. Senner | Base Salary | 1,196,498 | 797,665 | — | | | Bonus | 598,249 | 458,657 | — | | | Vesting Acceleration (4) | 18,371,452 | — | 18,371,452 | | | COBRA Payments | 65,202 | 43,468 | — | | | Outplacement Services | 30,000 | — | — | | Benefit Total | | 20,261,401 | 1,299,790 | 18,371,452 | | Dana T. Aftab, Ph.D. | Base Salary | 943,490 | 628,993 | — | | | Bonus | 471,745 | 361,671 | — | | | Vesting Acceleration (4) | 16,964,244 | — | 16,964,244 | | | COBRA Payments | 50,269 | 33,513 | — | | | Outplacement Services | 30,000 | — | — | | Benefit Total | | 18,459,748 | 1,024,177 | 16,964,244 | | Jeffrey J. Hessekiel, J.D. | Base Salary | 1,038,107 | 692,071 | — | | | Bonus | 519,053 | 397,941 | — | | | Vesting Acceleration (4) | 15,929,246 | — | 15,929,246 | | | COBRA Payments | 65,202 | 43,468 | — | | | Outplacement Services | 30,000 | — | — | | Benefit Total | | 17,581,608 | 1,133,480 | 15,929,246 | | Amy C. Peterson, M.D. | Base Salary | 987,143 | 658,095 | — | | | Bonus | 493,571 | 378,405 | — | | | Vesting Acceleration (4) | 12,997,371 | — | 12,997,371 | | | COBRA Payments | 65,202 | 43,468 | — | | | Outplacement Services | 30,000 | — | — | | Benefit Total | | 14,573,287 | 1,079,968 | 12,997,371 |

  112. 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.

  113. Potential Payments Upon Termination or Change in Control Table

    | 2025 Proxy Statement | 77 |

  114. Potential Payments Upon Termination or Change in Control Table

    | Table of Contents | Compensation of Executive Officers | CEO Pay Ratio |

  115. Potential Payments Upon Termination or Change in Control Table

    (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 115% achievement with respect to the pre-determined corporate goals under the Annual Cash Bonus Plan for fiscal 2024, 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, which was not approved by the Board prior to the consummation of such transaction 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 would have vested on each of the first three anniversaries of the date the PSUs were granted, subject to the NEO’s continuous service through the applicable 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 2024, the vesting acceleration benefit for each NEO would be $0 because the first anniversary of the grant date had not yet occurred as of January 3, 2025. With respect to PSU awards granted during fiscal 2021, fiscal 2022 and fiscal 2023, the vesting acceleration benefit for each NEO would be as follows:

  116. Potential Payments Upon Termination or Change in Control Table

    | Name | Vesting Acceleration Benefit for Outstanding PSUs Granted in 2021 ($) | Vesting Acceleration Benefit for Outstanding PSUs Granted in 2022 ($) | Vesting Acceleration Benefit for Outstanding PSUs Granted in 2023 ($) | | Michael M. Morrissey, Ph.D. | 4,252,602 | 16,075,487 | 3,546,298 | | Christopher J. Senner | 1,361,959 | 4,517,093 | 967,160 | | Dana T. Aftab, Ph.D. | 1,073,860 | 3,536,481 | 773,735 | | Jeffrey J. Hessekiel, J.D. | 1,213,069 | 4,034,957 | 902,685 | | Amy C. Peterson, M.D. | — | — | — |

  117. Potential Payments Upon Termination or Change in Control Table

    (4) Assumes that the triggering event occurred on January 3, 2025, the last business day of our last fiscal year, when the closing sale price per share of our common stock was $33.97. 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 $33.97 over the relevant exercise price of the option, multiplied by (B) the number of shares underlying unvested options at such exercise price as of January 3, 2025; and (ii) aggregating for all accelerated RSUs and PSUs, the amount equal to (X) $33.97 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. 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).

  118. Potential Payments Upon Termination or Change in Control Table

    | 78 | Exelixis, Inc. |

  119. Potential Payments Upon Termination or Change in Control Table

    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, 2024. ››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 2024 base salary (using a reasonable estimate of the hours worked and overtime actually paid during fiscal 2024 for hourly employees); (ii) target cash bonus; and (iii) the grant date fair value of any equity awards granted during fiscal 2024 (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 2024. 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 2024, the median of the annual total compensation of our employees (other than our Chief Executive Officer) was $319,050 and the annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table included in this Proxy Statement, was $12,732,048. Based on this information, our CEO Pay Ratio for fiscal 2024 was 40 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 2024 in making compensation decisions.

  120. Potential Payments Upon Termination or Change in Control Table

    | 2025 Proxy Statement | 79 |

  121. Potential Payments Upon Termination or Change in Control Table

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

  122. Potential Payments Upon Termination or Change in Control Table

    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 five most recent fiscal years. 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.

  123. 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.

  124. Pay Versus Performance

    Pay Versus Performance

  125. 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) | | | | 2024 | 12,732,048 | 39,392,518 | 4,119,867 | 11,247,723 | 200 | 122 | 521.3 | 1,809.4 | | 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 |

  126. 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 2024, Mr. Senner, Dr. Aftab, Dr. Peterson and Mr. Hessekiel; (ii) for 2023, Mr. Senner, Dr. Aftab, Dr. Peterson, Dr. Goodman and Mr. Hessekiel; (iii) for 2022, Mr. Senner, Dr. Goodman, Mr. Haley and Mr. Hessekiel; (iv) for 2021, Mr. Senner, Mr. Haley, Mr. Hessekiel, Dr. Peter Lamb and Dr. Gisela M. Schwab; and (v) 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.

  127. 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 ($) | Compensation Actually Paid to PEO ($) | | 2024 | 12,732,048 | (10,012,388) | 36,672,858 | 39,392,518 |

  128. Pay Versus Performance

    | 80 | Exelixis, Inc. |

  129. 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 ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 4,119,867 | (3,013,432) | 10,141,288 | 11,247,723 |

  130. 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:

  131. 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 ($) | Total – Inclusion of Equity Values for PEO ($) | | 2024 | 19,215,182 | 17,032,540 | — | 425,136 | — | 36,672,858 |

  132. 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 ($) | Total – Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 5,783,207 | 4,123,244 | — | 234,837 | — | 10,141,288 |

  133. 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.

  134. 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.

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

    | 2025 Proxy Statement | 81 |

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

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

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

    | 82 | Exelixis, Inc. |