DEF 14A of Exelixis, Inc., Apr 14, 2022

DEF 14A of Exelixis, Inc.

Filed Apr 14, 2022 · FY20210001193125-22-105019

Open on EDGAR

  1. Forward-Looking Statements

    | Carl B. Feldbaum, Esq. President Emeritus, Biotechnology Innovation Organization | Director since 2007 Age 78 Key Qualifications and Expertise: Our Board concluded that Mr. Feldbaum should continue to serve as a director of Exelixis due to his training as an attorney, his knowledge and experience with respect to the biotechnology, pharmaceutical and healthcare industries, his broad leadership experience resulting from service on various boards and as an executive officer and his knowledge and experience with policymaking, regulatory issues and other governmental matters. Committee Assignments: • Nominating and Corporate Governance Committee • Risk Committee (chair) Other Current Public Company Boards: • None | | Carl B. Feldbaum, Esq., has been a director since February 2007. Mr. Feldbaum serves as a member emeritus of the board of directors of BIO Ventures for Global Health, a non-profit organization, and is president emeritus of the Biotechnology Innovation Organization (BIO), which is the world’s largest trade association representing biotechnology companies, academic institutions, state biotechnology centers and related organizations across the United States and in more than 30 other nations. Mr. Feldbaum served as president of BIO from 1993 until his retirement in 2005. Prior to joining BIO, Mr. Feldbaum was chief of staff to Senator Arlen Specter of Pennsylvania. He also was president and founder of Palomar Corporation, a national security “think tank” in Washington, D.C. Before founding Palomar Corporation, Mr. Feldbaum was Assistant to the Secretary of Energy and served as the Inspector General for defense intelligence in the U.S. Department of Defense. Mr. Feldbaum served as a member of the board of directors of the following publicly held companies: Actelion, Ltd, a biopharmaceutical company focused on the discovery, development and commercialization of innovative drugs for diseases with significant unmet medical needs (acquired by Johnson & Johnson in 2017), from 2005 to 2015; Trovagene, Inc., a precision medicine biotechnology company focused on the development of oncology therapeutics for improved cancer care, from 2014 to 2015; and Connetics Corporation, a specialty pharmaceutical company focused on the development and commercialization of innovative therapeutics for the dermatology market, from 2005 until its acquisition by Stiefel Laboratories, Inc. in 2006. Mr. Feldbaum holds an A.B. in Biology from Princeton University and a J.D. from the University of Pennsylvania Law School. | |

  2. Forward-Looking Statements

    | Maria C. Freire, Ph.D. Former President and Executive Director, Foundation for the National Institutes of Health | Director since 2018 Age 67 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 medical research, the pharmaceutical industry and government healthcare policymaking, as well as her leadership experience in the public sector. Committee Assignments: • Nominating and Corporate Governance Committee • Research & Development Committee • Risk 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 November 2012 to September 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 June 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 April 2012. 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. Forward-Looking Statements

    | Alan M. Garber, M.D., Ph.D. Provost of Harvard University | Director since 2005 Age 66 Key Qualifications and Expertise: Our Board concluded that Dr. Garber should continue to serve as a director of Exelixis due to his training as a physician and economist, his knowledge and experience with respect to the life sciences, healthcare and pharmaceutical industries, and his knowledge and experience with policymaking, regulatory issues and other governmental matters. Committee Assignments: • Nominating and Corporate Governance Committee (chair) • Research & Development Committee Other Current Public Company Boards: • Vertex Pharmaceuticals Incorporated, serving on the Audit & Finance Committee and the Scientific & Technology Committee | | Alan M. Garber, M.D., Ph.D., has been a director since January 2005. He became Provost of Harvard University, Mallinckrodt Professor of Health Care Policy at Harvard Medical School, and a Professor in the Harvard Kennedy School of Government and in the Department of Economics at Harvard in September 2011. Before moving to Harvard, from 1998 until August 2011, he was the Henry J. Kaiser Jr. Professor, a Professor of Medicine, and a Professor (by courtesy) of Economics, Health Research and Policy, and of Economics in the Graduate School of Business at Stanford University. Dr. Garber also served as the Director of the Center for Primary Care and Outcomes Research and the Center for Health Policy at Stanford. During his tenure at Stanford University, Dr. Garber also served as a Senior Fellow at the Freeman Spogli Institute for International Studies and as a staff physician at the VA Palo Alto Health Care System. Dr. Garber has served as a member of the board of directors of Vertex Pharmaceuticals Incorporated, a publicly held biotechnology company focused on developing and commercializing therapies for the treatment of cystic fibrosis, since June 2017. In addition, Dr. Garber is a one of several co-founders and serves as the chair of the board of directors for Landmark Bio, PBLLC (f/k/a the Center for Advanced Biological Innovation and Manufacturing), a public benefit limited liability company in the Boston metro area created to encourage collaboration among multiple institutions, with the ultimate aim of promoting the development and production of cell and gene therapies, biologics, immunotherapies and other emerging technologies that can benefit patients. Dr. Garber is a member of the National Academy of Medicine, the American Society of Clinical Investigation, the Association of American Physicians and the American Academy of Arts and Sciences. He is a Fellow of the American College of Physicians, the Royal College of Physicians and the American Association for the Advancement of Science. Dr. Garber is also a Research Associate with the National Bureau of Economic Research and served as founding Director of its Health Care Program for nineteen years. He has also served as a member of the National Advisory Council on Aging at the National Institutes of Health, as a member of the Board of Health Advisers of the Congressional Budget Office and as Chair of the Medicare Evidence Development and Coverage Advisory Committee at the Centers for Medicare and Medicaid Services. Dr. Garber previously served on the editorial board of a number of acclaimed scientific journals and has received numerous awards and honors. Dr. Garber holds an A.B. summa cum laude, an A.M. and a Ph.D., all in Economics, from Harvard University, and an M.D. with research honors from Stanford University. | |

  4. Forward-Looking Statements

    | Vincent T. Marchesi, M.D., Ph.D. Professor of Pathology and Cell Biology, Yale University | Director since 2001 Age 86 Key Qualifications and Expertise: Our Board concluded that Dr. Marchesi should continue to serve as a director of Exelixis due to his training as a physician and scientist and his research and experience in the fields of healthcare and life sciences, with a particular focus on biotechnology. Committee Assignments: • Compensation Committee • Research & Development Committee Other Current Public Company Boards: • None | | Vincent T. Marchesi, M.D., Ph.D., has been a director since May 2001. Since 1973, Dr. Marchesi has been a Professor of Pathology and Cell Biology at Yale University and, since 1991, the Director of the Boyer Center for Molecular Medicine at Yale University until his retirement. In 1982, Dr. Marchesi co-founded Molecular Diagnostics, Inc., a diagnostic development company. Dr. Marchesi was formerly Chair of Pathology at the Yale-New Haven Hospital. Dr. Marchesi holds an M.D. from Yale University and a Ph.D. from Oxford University, and is a member of the National Academy of Sciences and the National Academy of Medicine. | |

  5. Forward-Looking Statements

    | Michael M. Morrissey, Ph.D. President and Chief Executive Officer, Exelixis, Inc. | Director since 2010 Age 61 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 until 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, 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, since December 2020, 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, since January, 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. | |

  6. Forward-Looking Statements

    | Stelios Papadopoulos, Ph.D. Co-Founder and Chair of the Board, Exelixis, Inc. | Director since 1994 Age 73 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 • Research & Development Committee Other Current Public Company Boards: • Biogen Inc. (chair), serving on the Corporate Governance Committee • Regulus Therapeutics, Inc. (chair), serving on the Audit Committee and the Nominating and Governance Committee • Eucrates Biomedical Acquisition Corp. (chair) | | 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 August 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 April 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 Hoffmann-La Roche Inc. in November 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 also served as a member of the board of directors of four other publicly held companies: Biogen, Inc., a biopharmaceutical company focused on the treatment of serious diseases, since 2008 and as its chairman since 2014; Regulus Therapeutics Inc., a biopharmaceutical company focused on the development of medicines targeting microRNAs, since 2008, and as its chairman since 2013; 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, since 2020; 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 GlaxoSmithKline in May 2012. In the not-for-profit sector, Dr. Papadopoulos is a co-founder and Chairman of Fondation Santé, 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. | |

  7. Forward-Looking Statements

    | George Poste, DVM, Ph.D., FRS Chief Scientist, Complex Adaptive Systems Initiative | Director since 2004 Age 77 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 February 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 May 2003 to February 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 INanoBio, Inc., a privately held biotechnology company, since 2021. Previously, Dr. Poste served as a member of the board of directors of Monsanto Company, a publicly held provider of agricultural products and solutions, from February 2003 until its acquisition by Bayer Aktiengesellschaft in June 2018, and as the Non-Executive Chairman of Orchid Cellmark, Inc., a publicly held DNA forensics company, from April 2000 until its acquisition by the Laboratory Corporation of America in August 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. | |

  8. Forward-Looking Statements

    | Julie Anne Smith President and Chief Executive Officer, ESCAPE Bio Inc. | Director since 2016 Age 51 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 Other Current Public Company Boards: • Stoke Therapeutics, Inc., serving on the Compensation Committee | | Julie Anne Smith has been a director since September 2016. Since August 2018, Ms. Smith has served as President and Chief Executive Officer and as a member of the board of directors of ESCAPE Bio Inc., a privately held, clinical-stage biopharmaceutical company developing novel, precisely targeted therapeutics for genetically defined neurodegenerative diseases. From July 2017 until June 2018, Ms. Smith served as President and Chief Executive Officer and as a member of the board of directors of Nuredis, Inc., a privately held biotechnology company. 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 January 2015 until the company’s acquisition by Horizon Pharma plc in October 2016, where she also served as Executive Vice President and Chief Operating Officer from 2012 to 2014. From 2008 to 2012, Ms. Smith served as Chief Commercial Officer of Enobia Pharmaceuticals prior to the company’s acquisition by Alexion Pharmaceuticals, Inc. Previously, Ms. Smith served as Vice President of Commercial at Jazz Pharmaceuticals plc from 2006 to 2008, as Vice President, Global Marketing at Genzyme General from 2001 to 2005, and helped to establish the operations and business development function for the biotech start-up, Novazyme Pharmaceuticals, from 2000 to 2001. Ms. Smith began her industry career at Bristol-Myers Squibb Company in 1996. Ms. Smith has served as a member of the board of directors of Stoke Therapeutics, Inc., a publicly held biotechnology company pioneering a new way to treat the underlying cause of genetic diseases by precisely unregulating protein expression, since June 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 December 2016 until its acquisition by Astellas Pharma Inc. in January 2020, and as a Director on the Health and Emerging Companies Sections of the BIO board. Ms. Smith holds a B.S. in biological and nutritional sciences from Cornell University. | |

  9. Forward-Looking Statements

    | Lance Willsey, M.D. Founding Partner, DCF Capital | Director since 1997 Age 60 Key Qualifications and Expertise: Our Board concluded that Dr. Willsey should continue to serve as a director of Exelixis due to his skill as a physician, his knowledge and experience with respect to the life sciences and healthcare industries, and his knowledge and experience with respect to finance matters. Committee Assignments: • Compensation Committee • Research & Development Committee Other Current Public Company Boards: • None | | Lance Willsey, M.D., has been a director since April 1997. Dr. Willsey was a founding partner of DCF Capital, a hedge fund focused on investing in the life sciences, from July 1998 to March 2002, and currently is a consultant to institutional investors in the field of oncology. Since 2000, Dr. Willsey has served on the Visiting Committee of the Department of Genitourinary Oncology at the Dana-Farber Cancer Institute at Harvard Medical School. From July 1997 to July 1998, Dr. Willsey served on the Staff Department of Urologic Oncology at the Dana-Farber Cancer Institute. From July 1996 to July 1997, Dr. Willsey served on the Staff Department of Urology at Massachusetts General Hospital at Harvard University School of Medicine, where he was a urology resident from July 1992 to July 1996. From 2000 to 2010, Dr. Willsey served a member of the board of directors of Exact Sciences Corporation, a publicly held molecular diagnostics company focused on the early detection and prevention of the deadliest forms of cancer. Dr. Willsey holds a B.S. in Physiology from Michigan State University and an M.S. in Biology and an M.D., both from Wayne State University. | |

  10. Forward-Looking Statements

    | Jacqueline (Jacky) Wright Corporate Vice President & Chief Digital Officer, U.S. Business, Microsoft Corporation | Director since 2021 Age 62 Key Qualifications and Expertise: Our Board concluded that Ms. Wright should continue to serve as a director of Exelixis due to her extensive experience in digital transformation, as well as her broad business and leadership experience in both the private and public sectors. Committee Assignments: • Nominating and Corporate Governance Committee • Risk Committee Other Current Public Company Boards: • nVent Electric plc, serving on the Compensation and Human Capital Committee and the Governance and Social Responsibility Committee | | Jacqueline Wright has been a director since December 2021. Since November 2019, Ms. Wright has served as Corporate Vice President & Chief Digital Officer, U.S. Business, of Microsoft Corporation, a multinational technology company. Previously, she served as Chief Digital & Information Officer for HM Revenue & Customs, the tax department of the United Kingdom Government, under a secondment arrangement from October 2017 to November 2019, and served in various roles at Microsoft Corporation from September 2011 to October 2017, including Corporate Vice President, IT Strategic Enterprise Services and Corporate Vice President, Core Services Engineering Platform. Before joining Microsoft, Ms. Wright served in chief information officer roles for multiple large companies, including BP plc and General Electric Company. Ms. Wright has served as a member of the board of directors of nVent Electric plc, a publicly held provider of electrical connection and protection solutions, since March 2020, and as a member of the board of directors of Russell Reynolds Associates, Inc., a privately held global leadership advisory and search firm, since June 2021. In the not-for-profit sector, she is a member of the board of directors of the MxD Manufacturing Council, the board of councilors of the Center for Global Health Innovation, the Industry Advisory Board for the Institute of Coding (UK) and the data analytics advisory board of Bernard M. Baruch College, City University of New York, having previously served on the board of trustees of Harvey Mudd College and the board of trustees of Prostate Cancer UK. Ms. Wright holds a B.B.A. in Computer Information Systems & Accounting from Bernard M. Baruch College, City University of New York. | |

  11. Forward-Looking Statements

    | Jack L. Wyszomierski Former Executive Vice President and Chief Financial Officer, VWR International, LLC | Director since 2004 Age 66 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) • Nominating and Corporate Governance Committee Other Current Public Company Boards: • XOMA Corporation, serving on the Audit Committee and the Compensation Committee (chair) • Athersys, Inc., serving on the Audit Committee and the Nominations 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 June 2004 to June 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 August 2010; as a member of the board of directors of Athersys, Inc., a publicly held company engaged in the discovery and development of therapeutic product candidates, since June 2010; and as a member of the board of directors of SiteOne Landscape Supply, Inc., a publicly held company that distributes landscape supply products, since April 2016. Mr. Wyszomierski previously served as a member of the board of directors of: Unigene Laboratories, Inc., a publicly held biopharmaceutical company, from April 2010 to July 2013; AssuraMed Holding, Inc., a privately held distributor of home healthcare products, from January 2011 until its acquisition by Cardinal Health Inc. in March 2013; and Solenis, Inc., a privately held chemicals producer from August 2014 until its acquisition by Platinum Equity in November 2021. Mr. Wyszomierski holds a M.S. in Industrial Administration and a B.S. in Administration, Management Science and Economics from Carnegie Mellon University. | |

  12. Forward-Looking Statements

    | ^ | Dr. Cohen is not standing for re-election at the Annual Meeting. |

  13. 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 2021 peer group used for executive compensation purposes, an update in recent trends in director compensation and a review of related corporate governance best practices.

  14. 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. Director Compensation Table The following table shows compensation information for our non-employee directors for the fiscal year ended December 31, 2021.

  15. Director Compensation for Fiscal 2021

    Director Compensation for Fiscal 2021

  16. Director Compensation for Fiscal 2021

    | | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Total ($) | | Charles Cohen, Ph.D. | 96,000 | — | 353,120 | 449,120 | | Carl B. Feldbaum, Esq. | 70,000 | — | 353,120 | 423,120 | | Maria C. Freire, Ph.D. | 65,000 | 186,562 | 174,702 | 426,264 | | Alan M. Garber, M.D., Ph.D. | 70,000 | — | 353,120 | 423,120 | | Vincent T. Marchesi, M.D., Ph.D. | 74,000 | 186,562 | 174,702 | 435,264 | | Stelios Papadopoulos, Ph.D. | 98,000 | 369,212 | — | 467,212 | | George Poste, DVM, Ph.D., FRS | 70,000 | 369,212 | — | 439,212 | | Julie A. Smith | 80,000 | 369,212 | — | 449,212 | | Lance Willsey, M.D. | 72,000 | — | 353,120 | 425,120 | | Jacqueline Wright (3) | — | 367,727 | 336,193 | 703,920 | | Jack L. Wyszomierski | 80,000 | 186,562 | 174,702 | 441,264 |

  17. Director Compensation for Fiscal 2021

    | (1) On May 27, 2021, each of Drs. Freire, Marchesi, Papadopoulos and Poste, Ms. Smith, and Mr. Wyszomierski were granted an RSU award pursuant to the Directors’ Policy. Each of Drs. Papadopoulos and Poste, and Ms. Smith elected to receive 100% of their annual award in the form of RSU awards, while each of Drs. Freire and Marchesi, and Mr. Wyszomierski elected to receive approximately 50% of their annual award in the form of an RSU award and 50% of their annual award in the form of options to purchase our common stock. Amounts shown in this column reflect the grant date fair value of the RSU award as computed in accordance with Financial Accounting Standards Board, Accounting Standards Codification Topic 718 (ASC 718). See “Equity Compensation Arrangements” above for a description of the RSU awards made to non-employee directors on May 27, 2021. |

  18. Director Compensation for Fiscal 2021

    | Only one RSU award was granted to each of Drs. Freire, Marchesi, Papadopoulos and Poste, Mses. Smith and Wright and Mr. Wyszomierski during fiscal 2021 and, accordingly, the grant date fair value of that RSU award is reflected in the table. The aggregate number of shares subject to all RSUs held by each of these non-employee directors as of December 31, 2021, is as follows: Dr. Freire—11,829 Dr. Marchesi—8,299; Dr. Papadopoulos—16,424; Dr. Poste—16,424; Ms. Smith—16,424; Ms. Wright—20,858 and Mr. Wyszomierski—8,299. None of the other non-employee directors received any RSU awards during fiscal 2021, and none of the other non-employee directors held any outstanding RSU or other stock awards as of December 31, 2021. |

  19. Director Compensation for Fiscal 2021

    | (2) On May 27, 2021, seven of our non-employee directors were granted an option to purchase our common stock pursuant to the Directors’ Policy. Each of Drs. Cohen, Garber and Willsey, and Mr. Feldbaum elected to receive 100% of their annual award in the form of options to purchase our common stock, while each of Drs. Freire and Marchesi, and Mr. Wyszomierski elected to receive approximately 50% of their annual award in the form of options to purchase our common stock and approximately 50% of their annual award in the form of an RSU award. Amounts shown in this column reflect the aggregate grant date fair value for the option awards granted in fiscal 2021 as computed in |

  20. Director Compensation for Fiscal 2021

    | accordance with ASC 718. The assumptions used to calculate the value of option awards are set forth in Note 8 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on February 18, 2022. There can be no assurance that the options will ever be exercised (in which case no value will actually be realized by the director) or that the value on exercise of stock options will be equal to the grant date fair value shown in this column. See “Equity Compensation Arrangements” above for a description of the option grants made to non-employee directors on May 27, 2020. |

  21. Director Compensation for Fiscal 2021

    | Only one stock option award was granted to each of Drs. Cohen, Freire, Garber, Marchesi and Willsey, Ms. Wright, and Messrs. Feldbaum and Wyszomierski during fiscal 2021 and, accordingly, the grant date fair value of that stock option is reflected in the table. The aggregate number of shares subject to all stock options held by each of our current non-employee directors as of December 31, 2021, is as follows: Dr. Cohen—161,598; Mr. Feldbaum—221,598; Dr. Freire—96,802; Dr. Garber—241,598; Dr. Marchesi—80,248; Dr. Papadopoulos—48,194; Dr. Poste—88,194; Ms. Smith—139,919; Dr. Willsey—241,598; Ms. Wright—41,717; and Mr. Wyszomierski—160,248. |

  22. Director Compensation for Fiscal 2021

    | (3) On December 16, 2021, Ms. Wright was granted an RSU award representing 20,858 shares of our common stock and an option to purchase 41,717 shares or our common stock, together comprising her initial award in connection with her joining the Board. The grant date fair value of the RSU component of her initial award was $367,727, and the grant date fair value of the option component of her initial award was $336,193, in each case as computed in accordance with ASC 718. The assumptions used to calculate the value of this option award are set forth in Note 8 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on February 18, 2022. There can be no assurance that the option will ever be exercised (in which case no value will actually be realized by Ms. Wright) or that the value on exercise of the stock option will be equal to the grant date fair value described above. See “Equity Compensation Arrangements” above for a description of the initial award granted to Ms. Wright on December 16, 2021. |

  23. Director Compensation for Fiscal 2021

    Proposal 2 | Ratification of Selection of Independent Registered Public Accounting Firm 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 December 30, 2022. 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-one fiscal years in the period ended December 31, 2021. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions. Neither our Bylaws nor other governing documents or law require stockholder ratification of the selection of Ernst & Young LLP as Exelixis’ independent registered public accounting firm. However, the Board is submitting the selection of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate governance. If the stockholders fail to ratify the selection, the Audit Committee of the Board will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee of the Board in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of Exelixis and its stockholders. The affirmative vote of the holders of a majority of the shares present or represented by proxy at the Annual Meeting and entitled to vote on this proposal is required to ratify the selection of Ernst & Young LLP. Abstentions will be counted toward the tabulation of votes cast on this proposal and will have the same effect as votes against this proposal. Broker non-votes, if any, will have no effect. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 2. Principal Accountant Fees and Services The aggregate fees billed by Ernst & Young LLP for the last two fiscal years (fiscal 2021, which ended on December 31, 2021, and fiscal 2020, which ended on January 1, 2021) for the services described below are as follows:

  24. Director Compensation for Fiscal 2021

    | | Fiscal Year Ended | | | | December 31, 2021 | January 1, 2021 | | Audit fees (1) | $2,567,500 | $2,076,000 | | Audit-related fees (2) | 22,500 | 80,000 | | Tax fees: | 660,068 | 477,736 | | Tax compliance fees (3) | 211,150 | 132,200 | | Other tax fees (4) | 448,918 | 345,536 | | All other fees (5) | 3,360 | 6,010 | | Total Fees | $3,253,428 | $2,639,746 |

  25. Director Compensation for Fiscal 2021

    | (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. |

  26. Director Compensation for Fiscal 2021

    | (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 2021 and 2020 these services included consultations relating to various transactions. |

  27. Director Compensation for Fiscal 2021

    | (3) “Tax compliance fees” consist of fees for tax compliance and tax preparation. |

  28. Director Compensation for Fiscal 2021

    | (4) “Other tax fees” consist of fees for tax advice and tax planning. |

  29. Director Compensation for Fiscal 2021

    | (5) “All other fees” consist of fees for products and services other than the services described above. During fiscal 2021 and 2020, these fees related to an on-line subscription to an Ernst & Young LLP database. |

  30. Director Compensation for Fiscal 2021

    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.

  31. Why You Should Vote to Approve the Amended 2017 Plan

    | • | Limit on non-employee director compensation. The maximum number of shares subject to stock awards granted during any calendar year to any of our non-employee directors, taken together with any cash fees paid by Exelixis to such non-employee director during such calendar year, may not exceed $750,000 in total value, or $1,500,000 in total value with respect to the calendar year in which the individual is first appointed or elected to the Board (calculating the value of any such stock awards based on the grant date fair value of such stock awards for financial reporting purposes). |

  32. 2021 Executive Compensation Program Highlights

    | Key Compensation Actions | Description | | Approved Salary Increases for Named Executive Officers | In February 2021, the Compensation Committee increased base salaries for our Named Executive Officers by between 3% and 6% over salaries for 2020. | | Approved Annual Cash Bonuses That Are Aligned with Strong Company Performance | In February 2022, the Compensation Committee approved the payment of cash bonuses in amounts between 115% and 120% of each Named Executive Officer’s 2021 target cash bonus amounts. These decisions reflected the Compensation Committee’s assessment of the overall achievement of our pre-determined 2021 corporate goals, and the individual contributions of each Named Executive Officer toward the achievement of our corporate goals. | | Granted Performance-Based and Time-Based Awards under Our Long-Term Incentive Program (LTIP) | In early 2021, the Compensation Committee approved equity awards for each Named Executive Officer to be comprised of approximately 50% performance-based RSU awards (PSUs) and 50% time-based equity awards (in the form of stock options for our CEO and RSU awards for our other Named Executive Officers). After consulting with its independent compensation consultant, the Compensation Committee changed the weighting of the equity awards from 100% PSUs in fiscal 2020 to 50% PSUs and 50% time-based equity awards in fiscal 2021 to serve as an effective balance between retention and performance, risk and leverage, as well as alignment with our peer group. | | Did Not Adjust Performance Targets for LTIP or Annual Cash Bonus Plan | Notwithstanding continuing challenges imposed by the COVID-19 pandemic on our business, the Compensation Committee believed that the performance targets were critical business objectives for the company and that the established programs remained appropriate. Consequently, the Compensation Committee did not adjust the performance targets for either our LTIP or our Annual Cash Bonus Plan in 2021. |

  33. Compensation Practices and Governance Highlights

    | ›› | Provide market-competitive compensation that attracts, motivates and retains our executive officers to achieve our short- and long-term business objectives; |

  34. Role of the Compensation Committee, Compensation Consultants and Executive Officers in Compensation Decisions

    | ›› | Development of a peer group to be used in the evaluation of 2021 executive and director compensation determinations. |

  35. Compensation Committee Process

    | ›› | the historical salary, cash bonus and percentage of vested versus unvested equity awards held by each Named Executive Officer; and |

  36. Compensation Committee Process

    | ›› | 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. |

  37. Competitive Assessment

    Competitive Assessment A key objective of our executive compensation program is to ensure that the overall compensation packages we offer our executive officers remain competitive with the packages offered by companies with which we compete for executive talent. The Compensation Committee consults with its independent compensation consultant, to develop a peer group of companies to serve as the basis for comparing our executive compensation program to the market. Peer Group Development Process and How We Used the Data The Compensation Committee reviews and makes adjustments to the composition of the peer group on an annual basis, or more often as deemed necessary, 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 Named Executive Officers. Instead, we review data concerning practices at our peer group companies and within the general biotechnology market as a reference point to assist in developing programs that will attract and retain exceptional talent and drive company performance. In developing the 2021 peer group, the Compensation Committee considered the continued evolution of our business and meaningful developments in comparison to the 2020 peer group companies. It also considered what other companies might make suitable additions to the 2021 list. The key qualitative and quantitative considerations that influenced the development of the 2021 peer group were:

  38. Competitive Assessment

    | Fiscal 2021 Peer Group (1) | | | | ACADIA Pharmaceuticals | Blueprint Medicines | Jazz Pharmaceuticals | | Agios Pharmaceuticals | Corcept Therapeutics | Neurocrine Biosciences | | Alkermes | Emergent BioSolutions | NovoCure | | Alnylam Pharmaceuticals | Horizon Therapeutics | Sarepta Therapeutics | | BeiGene | Incyte | Seagen | | bluebird bio | Ionis Pharmaceuticals | United Therapeutics | | BioMarin Pharmaceutical | Ironwood Pharmaceuticals | |

  39. Competitive Assessment

    | (1) Emergent BioSolutions Inc. was added to our 2021 peer group because it met the selection criteria, and Nektar Therapeutics was removed from the peer group because it no longer met the selection criteria. |

  40. (as of September 2020)

    | Element | | Description | Objective(s) | | Annual Base Salary | | Fixed cash compensation to recognize each Named Executive Officer’s role and responsibilities. | Provide an appropriate and competitive base level of current cash income for Named Executive Officers. | | Annual Cash Bonus | | Variable cash compensation based on corporate performance, including achievement against pre-determined corporate goals and the individual contributions of each Named Executive Officer toward the achievement of such corporate goals. | Align our Named Executive Officers’ compensation with our annual corporate goals. Reward Named Executive Officers for overall corporate performance and their individual contributions toward achievement of our critical business objectives. | | Long-Term Incentive Compensation | RSUs (or PSUs, if performance- based) | Variable share-based compensation, subject to either time-based vesting or performance-based vesting based on the achievement of key corporate goals. PSUs generally have a three-year performance period. | Align the interests of our Named Executive Officers with those of our stockholders. Motivate our Named Executive Officers 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 whereby value is derived from appreciation in stock price. | Align the interests of our Named Executive Officers with those of our stockholders. Motivate our Named Executive Officers to pursue our critical business objectives, because stock options only have value if the value of our company as reflected by our stock price increases over time. |

  41. Other Compensation and Benefits

    Other Compensation and Benefits In addition to the primary elements of compensation described above, all of our employees, including our Named Executive Officers are also eligible to participate, on the same basis as other employees, in our 401(k) Plan, our employee stock purchase plan (ESPP) and other benefit programs generally available to all employees. These programs are intended to provide tax-beneficial ways to save toward retirement, promote health and wellness and encourage stock ownership. Our Named Executive Officers are also eligible to participate in our Change in Control and Severance Benefit 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 these leaders and are consistent with compensation arrangements provided in the competitive market for executive talent.

  42. Other Compensation and Benefits

    | Element | Description | | 401(k) Plan | All employees, including Named Executive Officers, contribute their own funds, as salary deductions, on a pre-tax or after-tax basis, subject to plan and government limits. For 2021, we matched pre-tax and Roth 401(k) contributions dollar-for-dollar up to $11,000. | | Employee Stock Purchase Plan | Our ESPP allows for all employees, including Named Executive Officers, 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 Named Executive Officers. | | Change in Control and Severance Benefit Plan (1) | Our Change in Control and Severance Benefit Plan is a double-trigger plan, in which each participant receives plan benefits only if the participant is terminated without cause or is constructively terminated in connection with a change in control. We adopted a double-trigger plan because it protects the participants from post-change in control events that are not related to the participants’ performance, encourages them to stay throughout a transition period in the event of a change in control, and 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. |

  43. Other Compensation and Benefits

    | (1) A description of the Change in Control and Severance Benefit Plan is set forth below under the heading “Potential Payments Upon Termination or Change in Control.” |

  44. Other Compensation and Benefits

    Compensation Mix The Compensation Committee has not established formal policies or guidelines for allocating compensation between annual and long-term incentive compensation, or between cash and non-cash compensation. Instead each year, through our compensation program, the Compensation Committee seeks to align pay and performance. To that end, a significant portion of our Named Executive Officers’ 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 2021 included PSUs, RSUs, stock options and annual incentive cash bonuses, which annual incentive cash bonuses relate to the Compensation Committee’s assessment of our overall corporate performance, including achievement against our pre-determined 2021 corporate goals, and, other than for Dr. Morrissey, the Compensation Committee’s consideration of the individual contributions of each Named Executive Officer toward the achievement of our corporate goals. The following charts highlight the 2021 pay mix for our Chief Executive Officer and all of our other Named Executive Officers as a group.

  45. 2021 Annual Cash Bonuses

    2021 Annual Cash Bonuses 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 Named Executive Officers, with incentives and rewards for working to achieve the strongest possible corporate performance, while also enhancing our ability to attract and retain highly talented individuals. Under our Annual Cash Bonus Plan, Named Executive Officers 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 Named Executive Officer’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 Named Executive Officer, 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, as applicable, the Compensation Committee’s consideration of the individual contributions of each Named Executive Officer toward the achievement of our corporate goals. Under appropriate circumstances, the Compensation Committee may use discretion to acknowledge progress toward achievement of a goal when factors outside of our control rendered a performance target impossible or impractical to achieve. The corporate goals under the Annual Cash Bonus Plan may be based on criteria such as the following: sales or commercial goals; research, development and clinical activities; financial metrics; hiring, retention and other operational goals; commercial, clinical and strategic collaborations and alliance management; acquisitions and licensing or partnering transactions; manufacturing and supply goals; quality goals; regulatory goals; legal and compliance goals; and government affairs and public policy goals. Individual performance may be assessed by the Compensation Committee based on the Named Executive Officer’s contributions toward the achievement of our corporate goals, recommended by the Chief Executive Officer and approved by the Compensation Committee, for the Named Executive Officer’s area of responsibility. Taking these factors into account, the Compensation Committee assigns an individual performance percentage for each Named Executive Officer, 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%. 2021 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 2021, the Compensation Committee determined that the existing bonus targets from 2020 remained aligned with competitive market data and therefore would remain unchanged for 2021. The following table sets forth the 2021 bonus targets for the Named Executive Officers included therein.

  46. 2021 Annual Cash Bonuses

    | Named Executive Officer | 2021 Bonus Target | | Michael M. Morrissey, Ph.D. | 100% | | Christopher J. Senner | 50% | | Patrick J. Haley | 50% | | Jeffrey J. Hessekiel, J.D. | 50% | | Peter Lamb, Ph.D. | 50% |

  47. 2021 Annual Cash Bonuses

    2021 Corporate Goal Development and Weighting In connection with establishing the bonus program for 2021, the Compensation Committee reviewed management’s proposed discovery, business development, product development, commercial, and finance, legal and business operations goals and recommended them to the Board for approval. In February 2021, the Board then reviewed and approved the proposed corporate goals for 2021, as identified in the table below. In selecting these goals, the Compensation Committee and the Board believed they were appropriate drivers for our business, as they provided a balance between the efforts necessary to continue the successful commercialization of CABOMETYX in its approved indications, further our cabozantinib development program and advance our early-stage product pipeline, all while maintaining a strong financial position, which together would enhance stockholder value. At the time the 2021 corporate goals were set, the Compensation Committee and management believed that such goals were challenging and achieving them would require not only continued strong commercial performance, research and product development success, and prudent fiscal and legal management, but also a high level of effort and execution on the part of our Named Executive Officers. The Compensation Committee also applied a performance weighting to each goal relative to the overall performance of the company to reflect the prioritization of key business objectives. Target and maximum achievement levels were defined for certain corporate goals and, depending on the level of achievement, Named Executive Officers were eligible to receive a payout ranging from 0% to 150% for such goal. Additionally, a weighting between corporate performance and individual performance was also applied for each Named Executive Officer to reflect the level of impact such individual would be able to make on the overall corporate performance. The following table sets forth the relative weighting for each corporate goal and corporate versus individual performance for the Named Executive Officers included therein.

  48. 2021 Annual Cash Bonuses

    | Corporate Goals | Weighting (%) | Named Executive Officer | Weighting of Corporate Goals | Weighting of Individual Performance Assessment | | Discovery | 20% | Michael M. Morrissey, Ph.D. | 100% | 0% | | Business/Corporate Development | 10% | Christopher J. Senner | 70% | 30% | | Product Development | 30% | Patrick J. Haley | 70% | 30% | | Commercial | 30% | Jeffrey J. Hessekiel, J.D. | 70% | 30% | | Finance, Legal and Business Operations | 10% | Peter Lamb, Ph.D. | 70% | 30% | | Total | 100% | | | |

  49. 2021 Annual Cash Bonuses

    2021 Performance Evaluation During 2021, management reported regularly to the Compensation Committee and the Board on the status of the company’s performance against our 2021 goals, including in formal meetings in February, May, September and December. In February 2022, the Compensation Committee evaluated the company’s performance in relation to the 2021 goals, as well as the individual contributions of each then-serving Named Executive Officer (other than Dr. Morrissey) toward the achievement of those goals. Following its evaluation of such performance, the Compensation Committee concluded that 2021 was a year of meaningful accomplishments, during which the company largely achieved each of the goals, as further described in the table below:

  50. 2021 Annual Cash Bonuses

    | PERFORMANCE OBJECTIVES | | ACHIEVEMENTS | TARGET % | ACHIEVEMENT % | | Discovery | | | 20% | 20% | | Target | Maximum | | | | | Submit two INDs to FDA (or equivalent applications to a foreign governmental authority) | Submit three INDs to FDA (or equivalent applications to a foreign governmental authority) | ›› Submitted two INDs to FDA: XB002 (March 2021) and XL114 (September 2021) | | | | | | Target Achievement | | | | Advance two compounds from lead optimization decision to Development Candidate (DC) status | Advance four compounds from lead optimization decision to DC status | ›› Advanced XB010 from lead optimization decision to DC status ›› Advanced seven internal and partnered programs toward DC status | | | | | | Below Target Achievement | | | | Advance three programs to lead optimization decision | Advance five programs to lead optimization decision | ›› Advanced five programs into lead optimization decision status | | | | | | Maximum Achievement | | | | Business/Corporate Development | | | 10% | 15% | | Target | Maximum | | | | | Complete three transactions for oncology drugs or platform technologies | Complete five transactions for oncology drugs or platform technologies | ›› Completed eight transactions for oncology drugs or platform technologies | | | | | | Maximum Achievement | | | | Product Development and Medical Affairs | | | 30% | 24% | | Target | Maximum | | | | | Cabozantinib | | | | | | Achieve top-line results from and complete trial enrollment in ongoing studies; achieve trial enrollment target for CONTACT-02; submit sNDA based on results from COSMIC-311 | Achieve top-line results from additional ongoing studies; complete trial enrollment in CONTACT-02; receive FDA approval of COSMIC-311 sNDA; submit sNDA for accelerated approval based on results from COSMIC-021 | ›› Achieved top-line results from PAPMET, COSMIC-021, and COSMIC-312 ›› Completed enrollment for COSMIC-313, CONTACT-01, and CONTACT-03 ›› Advanced enrollment for CONTACT-02 ›› Submitted COSMIC-311 sNDA, which was approved by FDA in September 2021 | | | | | | Target Achievement | | | | XL092 | | | | | | Initiate phase 1b trial with ICI therapy and a phase 3 pivotal trial | Initiate multiple phase 1b trials with additional ICIs and multiple phase 3 pivotal trials | ›› Initiated STELLAR-002, a phase 1b trial evaluating XL092 in combination with ICI therapy ›› Entered into clinical trial collaboration and supply agreement with Merck KGaA and Pfizer for STELLAR-001 ›› Prepared product development plan for XL092, including potential phase 3 pivotal trials | | | | | | Below Target Achievement | | | | Development related to new INDs | | | | | | Initiate a phase 1 trial for each of XL102 and XB002, and activate at least three clinical trial sites for each product | Initiate a phase 1 trial for a third product candidate | ›› Initiated a phase 1 trial for XL102, expedited site activation and enrollment ›› Initiated a phase 1 trial for XB002, expedited site activation and enrollment | | | | | | Target Achievement | | | | Partnerships | | | | | | Support cabozantinib worldwide regulatory filings by collaboration partners | | ›› Supported Ipsen’s worldwide CABOMETYX regulatory approvals, including approval of the CABOMETYX and OPDIVO combination in RCC in the EU in March 2021 ›› Assisted Takeda with its application to the Japanese MHLW for the combination of CABOMETYX and OPDIVO in RCC, approved in August 2021 | | | | | | Target Achievement | | |

  51. 2021 Annual Cash Bonuses

    | PERFORMANCE OBJECTIVES | | ACHIEVEMENTS | TARGET % | ACHIEVEMENT % | | Organizational Development | | | | | | Implement continuous process improvements to enable expeditious compliant trial execution | Complete reorganization in the Product Development organization by hiring additional senior leaders and implementing individual project/life cycle teams | ›› Completed reorganization in the Product Development organization by hiring additional senior leaders and implementing project/life cycle teams for: Cabozantinib Development, XL092 Development, New INDs Evaluation/Development and Collaboration Management | | | | | | Maximum Achievement | | | | Commercial | | | 30% | 45% | | Target | Maximum | | | | | Meet cabozantinib franchise net product revenue target | Exceed 105% of target cabozantinib franchise net product revenue target | ›› For the full year 2021, US cabozantinib franchise net product revenue meaningfully exceeded 105% of target | | | | | | Maximum Achievement | | | | Progress launch preparations and execute launch readiness reviews for CABOMETYX in DTC, 1L HCC and mCRPC | Successfully launch CABOMETYX in new indication | ›› Successfully executed DTC launch on September 17, 2021 (day zero), despite compressed preparation time due to early FDA approval | | | | | | Maximum Achievement | | | | Finance, Legal and Business Operations | | | 10% | 11% | | Target | Maximum | | | | | Achieve year-end headcount of 933 (+160) full-time employees (FTEs) | Achieve an overall company FTE turnover rate of 15% or less | ›› Achieved year-end headcount of 954 FTEs and an overall company FTE turnover rate of 14.4% | | | | | | Maximum Achievement | | | | Implement DEI Initiative | N/A | ›› Implemented DEI programs and initiatives, including hosting DEI trainings and hiring a director of DEI | | | | | | Target Achievement | | | | Effectively manage ongoing Abbreviated New Drug Application (ANDA) litigation against MSN Laboratories Private Ltd. (MSN) | Achieve favorable resolution of ANDA litigation | ›› Effectively managed the ANDA litigation against MSN, as well as new ANDA litigation against Teva Pharmaceuticals USA, Inc., both of which remain ongoing | | | | | | Target Achievement | | | | Initiate high-impact informational technology projects in development, supply chain and human resources to accelerate the adoption of digital technology | N/A | ›› Advanced enterprise-wide and functional area-specific improvements to data, information management and analytics systems ›› Implemented business process automation to support new hire onboarding processes ›› Selected a new health care professional engagement system ›› Implemented enterprise resource planning solutions designed to enhance SOX compliance | | | | | | Target Achievement | | | | Complete build-out of Building 1701 and achieve substantial progress on construction of Building 1951 | N/A | ›› Completed build-out of Building 1701 ›› Achieved substantial progress on construction of Building 1951 | | | | | | Target Achievement | | | | Develop long-term site plan for Alameda campus | N/A | ›› Issued long-term site plan for Alameda campus | | | | | | Target Achievement | | | | | | | 100% | 115% |

  52. 2021 Annual Cash Bonuses

    Individual Performance Assessments of our Named Executive Officers other than the CEO The Compensation Committee also recognized the individual contributions of each then-serving Named Executive Officer (other than Dr. Morrissey) toward achievement of the 2021 corporate goals. In evaluating the individual contributions of these Named Executive Officers, the Compensation Committee determined that they all performed above expectations and considered the following contributions from each in such determination:

  53. 2021 Annual Cash Bonuses

    | ›› | Mr. Senner’s overall leadership of our finance organization and his performance with respect to the achievement of our financial goals in 2021, particularly regarding: our disciplined expense management; his role in positioning the company to be able to execute on future strategic initiatives; and the continued expansion of Mr. Senner’s responsibilities leading the Information Technology organization, overseeing the buildout of the Digital Transformation function, and implementing high-impact initiatives that will further enhance our technology infrastructure. |

  54. 2021 Annual Cash Bonuses

    | ›› | Mr. Haley’s overall leadership of our Commercial organization and his performance with respect to the achievement of our commercial goals in 2021, particularly regarding: the continued strong CABOMETYX demand in 2021, including the first time achievement of more than $1 billion in U.S. net product revenue for the franchise; and the commercial launches of (i) CABOMETYX in combination with OPDIVO as a first-line treatment for patients with RCC following FDA approval, and (ii) CABOMETYX for the treatment of patients with locally advanced or metastatic DTC following FDA approval. |

  55. 2021 Annual Cash Bonuses

    | ›› | 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 2021, particularly regarding: effective management of the ANDA litigations; the continued growth in the volume and complexity of our business agreements and arrangements; the effective oversight of our compliance program, which included the continued evaluation of new methods of interactions with healthcare professionals due to the ongoing COVID-19 pandemic; and our level of organizational preparedness for potential shifts in healthcare regulations applicable to our business. |

  56. 2021 Annual Cash Bonuses

    | ›› | Dr. Lamb’s overall leadership of our discovery and scientific strategy organizations and his performance with respect to the achievement of our discovery goals in 2021, particularly regarding: the company’s small molecule and biotherapeutics pipeline expansion, including advancing five programs into lead optimization decision status and submitting two IND applications, which were subsequently approved by the FDA; and driving our strategy with respect to research collaborations, in-licensing activities and other business activities. |

  57. 2021 Annual Cash Bonuses

    In consideration of the foregoing, in February 2022, the Compensation Committee approved annual cash bonus payments for each then-serving Named Executive Officer as reflected in the table below.

  58. 2021 Annual Cash Bonuses

    | Name | 2021 Base Salary | 2021 Target Award (%) | 2021 Corporate Performance Weighting (%) | 2021 Approved Corporate Performance (%) | 2021 Individual Performance Weighting (%) | 2021 Individual Performance (%) | 2021 Annual Cash Bonus Payout (% of Target Award) | 2021 Annual Cash Bonus Payout ($) | | Michael M. Morrissey, Ph.D. | $1,100,037 | 100% | 100% | 115% | N/A | N/A | 115% | $1,265,043 | | Christopher J. Senner | $685,849 | 50% | 70% | 115% | 30% | 120% | 117% | $399,507 | | Patrick J. Haley | $530,400 | 50% | 70% | 115% | 30% | 120% | 117% | $308,958 | | Jeffrey J. Hessekiel, J.D. | $603,599 | 50% | 70% | 115% | 30% | 115% | 115% | $347,069 | | Peter Lamb, Ph.D. | $565,029 | 50% | 70% | 115% | 30% | 130% | 120% | $337,605 |

  59. 2021 Long-Term Incentive Awards

    2021 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 Named Executive Officers’ 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 2021, the Compensation Committee considered market trends, as well as feedback from stockholders and proxy advisory firms, and determined that a combination of PSUs and time-based equity awards would be the most appropriate incentive structure for our Named Executive Officers to reward performance over time and achieve our retention objectives. Allocation of 2021 Long-Term Incentive Awards For 2021, the Compensation Committee approved equity awards for each Named Executive Officer to be comprised of approximately 50% PSUs and 50% time-based equity awards (in the form of stock options for our CEO and RSU awards for our other Named Executive Officers). The Compensation Committee changed the weighting of the equity awards from 100% PSUs in fiscal 2020 to 50% PSUs and 50% time-based equity awards in fiscal 2021 to serve as an effective balance between retention and performance, risk and leverage, as well as alignment with our peer group. Ascribing a zero-dollar value to the 2020 PSUs in the Summary Compensation Table inflates the magnitude of the increase from 2020 to 2021 in the aggregate dollar value of equity awards granted to our Named Executive Officers. 100% of the equity awards granted to our Named Executive Officers in 2020 were in the form of PSUs, the grant date values of which, computed in accordance with ASC 718 based upon the then-probable outcome of the performance conditions, were $0. The grant date fair values of the RSU awards granted in 2021 were measured based on the closing price of our common stock on the date of grant, and the grant date fair value of the stock option granted to our CEO in 2021 was calculated using the Black-Scholes Merton option pricing model. The amounts calculated in accordance with ASC 718 do not necessarily correspond to the actual value recognized or that may be recognized by our Named Executive Officers or the aggregate value of the equity awards the Compensation Committee determined to grant each of our Named Executive Officers as further described under the heading “Value of 2021 Long-Term Incentive Awards” below. 2021 Time-Based Equity Awards The time-based equity awards granted to our Named Executive Officers represent approximately 50% of the total long-term incentive award value. In determining the form of the time-based equity awards granted to our Named Executive Officers, the Compensation Committee considered that, in recognition of his criticality to the business, our CEO’s equity-based compensation should be more closely tied to the company’s performance. Accordingly, the Compensation Committee granted our CEO’s time-based equity award in the form of stock options. We consider stock options to be performance-based because they only have value if the value of our company as reflected by our stock price increases over time. Because this form of compensation only establishes value upon an improvement in corporate performance, this award further aligns our CEO’s interests with those of our stockholders. The stock options granted to our CEO have an exercise price of $21.31 per share, the fair market value of our common stock on the date of grant (March 4, 2021). They expire seven years from the date of grant or earlier upon termination of service with us and vest over a four-year period following the grant date. The RSU awards granted to our other Named Executive Officers vest in four equal annual installments beginning on May 15, 2022. Vesting of these stock options and RSU awards will cease upon termination of service as an employee for any reason. In addition, the Named Executive Officers are party to our Change in Control and Severance Benefit Plan, which provides for acceleration of vesting of these awards in the event of certain specified change in control events involving us, as further described under the caption “Potential Payments Upon Termination or Change in Control” below. 2021 PSU Awards The Compensation Committee seeks to develop long-term incentive compensation programs based on metrics that are aligned with our corporate strategy and designed to build value for our stockholders. Accordingly, the PSUs granted to our Named Executive Officers in 2021 vest based on the achievement of pre-established performance level targets related to our cabozantinib global net product revenues over a three-year period (referred to herein as the Cabozantinib Revenue Goal), and any PSUs that vest will then be subject to upward or downward adjustment based on a total stockholder return (TSR) modifier (referred to herein as the TSR Performance Modifier). The Compensation Committee believes these performance metrics effectively align executive compensation with our long-term growth strategy and reflect our focus on driving long-term stockholder value creation. The Cabozantinib Revenue Goal is based on the aggregate amount of cabozantinib net product revenue generated by the company and our collaboration partners during any four consecutive fiscal quarters combined during the three-year performance period ending December 29, 2023. Achievement of the threshold, target, and maximum performance level targets of the Cabozantinib Revenue Goal will result in 50%, 100%, and 160%, respectively, of the target number of shares of our common stock subject to the PSU awards becoming eligible to vest. Additional detail about the performance level targets will be disclosed at the end of the three-year performance period, as doing so before that time could be competitively harmful to the company. To the extent the Cabozantinib Revenue Goal’s performance level targets are met, the number of vested PSUs are then subject to the TSR Performance Modifier, which measures our three-year relative TSR performance against the Nasdaq Biotechnology Index. The TSR Performance Modifier will modify the 2021 PSU awards as follows: (i) upwards to a maximum of 125% if our TSR ranking is equal to or exceeds the 75th percentile; and (ii) downwards to a threshold of 75% if our TSR ranking is equal to or below the 25th percentile.

  60. 2021 Long-Term Incentive Awards

    | TSR Performance Modifier | | | Relative TSR Percentile Rank | TSR Performance Modifier | | 75th percentile or above | 125% | | 26th percentile – 74th percentile | 100% (no modification) | | 25th percentile or below | 75% |

  61. 2021 Long-Term Incentive Awards

    The Named Executive Officers are therefore eligible to vest up to a maximum of 200% of the target number of shares of our common stock subject to the PSU award. Failure to achieve the threshold performance level target during the three-year performance period will result in forfeiture of 100% of the 2021 PSU award. After the performance period has ended, the Compensation Committee will certify the level of achievement of both the Cabozantinib Revenue Goal and the TSR Performance Modifier 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 2021 PSU award, (2) the performance achievement percentage of the Cabozantinib Revenue Goal and (3) the TSR Performance Modifier (such number referred to herein as the 2021 PSU Certified Shares). Each 2021 PSU Award will vest as to 50% of the 2021 PSU Certified Shares upon the Compensation Committee’s certification and 50% of the 2021 PSU Certified Shares on the first quarterly vesting date following the one-year anniversary of the Compensation Committee’s certification. Vesting of these PSUs will cease upon termination of service as an employee for any reason. 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, as though the target number of shares subject to each PSU award had been subject to a vesting schedule pursuant to which the shares would have vested 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 such vesting schedule becoming vested 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 such vesting schedule). The purpose of this conversion feature is to account for the fact that the goal may not be achievable in the context of the newly formed organization. In addition, the Named Executive Officers are party to our Change in Control and Severance Benefit Plan, which provides for acceleration of vesting of the award in the event of certain specified change in control events involving us, as further described under the caption “Potential Payments Upon Termination or Change in Control” below. Value of 2021 Long-Term Incentive Awards When determining the appropriate value of equity incentive awards, the Compensation Committee asked Aon to provide guidance with respect to implementing a program that would incentivize our Named Executive Officers 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 rapidly expanding organization, as well as our need to retain a cohesive management team to facilitate the achievement of product development and pipeline expansion objectives, while supporting the continued commercial success of CABOMETYX, that would position the company for future success. The Compensation Committee also believed it was important that the value of the equity awards continue to reflect the individual performance of each Named Executive Officer during the fiscal year to date and the criticality of each Named Executive Officer’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 Named Executive Officers compared to our 2021 peer group, the Compensation Committee determined that the aggregate value of the equity awards granted to each of our Named Executive Officers should generally approximate the 50th percentile of market peers and approved the aggregate grant amounts to the Named Executive Officers 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 30-day average trailing stock price (as of January 25, 2021). A 30-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.

  62. 2021 Long-Term Incentive Awards

    | Name | Number of Shares Subject to Stock Options | Number of Shares Subject to RSUs | Target Number of Shares Subject to 2021 PSUs | | Michael M. Morrissey, Ph.D. | 494,700 | — | 200,300 | | Christopher J. Senner | — | 64,150 | 64,150 | | Patrick J. Haley | — | 59,570 | 59,570 | | Jeffrey J. Hessekiel, J.D. | — | 57,135 | 57,135 | | Peter Lamb, Ph.D. | — | 49,395 | 49,395 |

  63. 2018 Long-Term Incentive Awards Achievements

    2018 Long-Term Incentive Awards Achievements In 2018, the Compensation Committee granted PSUs to the Named Executive Officers allocated among five separate awards that only vest upon the achievement of certain commercial, clinical development and pipeline expansion performance targets. On February 3, 2021, the Compensation Committee certified the achievement of 2018 PSU Grant #4, which was one of the two clinical development performance goals established for the 2018 PSU awards. Upon such certification, the PSUs vested as to 50% of the original number of shares subject to the award, and the remaining 50% of the original number of shares subject to the award vested on February 15, 2022. In addition, on December 15, 2021, the Compensation Committee certified the achievement of 2018 PSU Grant #5, which was the only pipeline performance goal established for the 2018 PSU awards. Upon such certification, the PSUs vested as to 50% of the original number of shares subject to the award, and the remaining 50% of the original number of shares subject to the award will vest on February 15, 2023. The following chart reflects the pre-established clinical development and pipeline performance targets and the actual results achieved.

  64. 2018 Long-Term Incentive Awards Achievements

    | 2018 PSU Grant # | Business Focus | Pre-Established Performance Target | Achievement | | 4 | Clinical Development | Achievement of either (i) full target enrollment or (ii) positive top-line results for four potential label-enabling clinical trials evaluating cabozantinib alone or in combination with another therapy | CheckMate -9ER: Full enrollment achieved in May 2019 CANTATA: Full enrollment achieved in September 2019 COSMIC-312: Full enrollment achieved in August 2020 COSMIC-311: Positive top-line results achieved in December 2020 | | 5 | Pipeline | Approval or acceptance by the FDA of four IND applications (or equivalent filings with foreign government authorities) with respect to product candidates that have either (x) been discovered by us or (y) in-licensed or acquired by us | XL092: IND application accepted by FDA in January 2019 XL102: IND application accepted by FDA in December 2020 XB002: IND application accepted by FDA in April 2021 XL114: IND application accepted by FDA in October 2021 |

  65. 2018 Long-Term Incentive Awards Achievements

    In 2019, the Compensation Committee granted PSUs to the Named Executive Officers that only vest upon the approval by the FDA for the commercial sale and marketing of one or more products for which we hold, or have licensed to a partner, development and commercialization rights in the U.S. On February 3, 2021, following the FDA’s approval of cabozantinib in combination with nivolumab as a first-line treatment for patients with advanced RCC, the Compensation Committee certified the over achievement of the 2019 PSU award, representing 200% of the target number of shares subject to the award. We hold the exclusive rights to develop and commercialize cabozantinib in the U.S. Prior to such certification, in October 2020, the Compensation Committee certified the early achievement of the 2019 PSU award, representing 150% off the target number of shares subject to the award, following the FDA’s approval of cobimetinib in combination with atezolizumab and vemurafenib as a treatment for patients with BRAF V600 melanoma. Accordingly, upon certification of the over achievement by the Compensation Committee on February 3, 2021, the 2019 PSU award vested as to an additional 25% of the target number of shares subject to the award, and an additional 25% of the target number of shares subject to the award vested on February 15, 2022 based on such over achievement. In 2020, the Compensation Committee granted PSUs to the Named Executive Officers allocated among two separate awards that only vest upon or following achievement of the following performance targets: 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 2020 PSU Grant #2 the approval by the FDA for the commercial sale and marketing of one or more products for which we own, or have licensed to a collaboration partner, development or commercialization rights, in one or more new indications or an indication for which the product has previously received FDA approval, if such product is intended to treat a new, additional or expanded set of patients or is part of a combination therapy On September 30, 2021, following the FDA’s approval of cabozantinib as a treatment for patients with locally advanced or metastatic DTC, the Compensation Committee certified the threshold achievement of 2020 PSU Grant #2, representing 50% of the target number of shares subject to the award. Upon certification of such threshold achievement by the Compensation Committee, 2020 PSU Grant #2 vested as to 25% of the target number of shares subject to the award. An additional 25% of the target number of shares subject to the award will vest on November 15th, 2022 based on such threshold achievement.

  66. Passing of Gisela M. Schwab

    Passing of Gisela M. Schwab As previously announced, Dr. Schwab began a medical leave of absence in June 2021 and later passed away in September 2021. It is not a stretch to say that over the course of a career across leading academic institutions and biopharmaceutical companies in the U.S. and Europe, Dr. Schwab’s work helped millions of patients with cancer. We were incredibly fortunate to hire Dr. Schwab in September 2006, and even more fortunate to have her as our Chief Medical Officer for the past 15 years. As the leader of our Product Development and Medical Affairs organization, Dr. Schwab and her team helped usher in the company’s transformation from a research and development-stage enterprise into a commercial biotechnology company. In February 2021, after it considered the market analysis of base salaries of our executive officers compared to our peer group and the need to maintain competitive market positioning and consistency with evolving role responsibilities, the Compensation Committee determined that (1) Dr. Schwab’s 2021 annual base salary would be increased by 6.0% (from $750,257 to $795,272), (2) Dr. Schwab’s 2020 bonus target of 60% of base salary remained aligned with competitive market data and therefore would remain unchanged for 2021, and (3) her 2021 annual cash bonus would be based on a relative weighting of 70% corporate performance and 30% individual performance. However, under our Annual Cash Bonus Plan, executive officers must be employed by the company on the date annual cash bonus payments are paid in order to be eligible to receive such payment and so Dr. Schwab did not receive a 2021 annual cash bonus payment. Additionally, after considering the factors described above under the heading “2021 Long-Term Incentive Awards,” Dr. Schwab received 72,885 shares subject to her 2021 RSU award and 72,885 shares subject to her 2021 PSU award. Dr. Schwab’s 2021 PSU award was forfeited upon her passing in September 2021. In June 2021, in recognition of Dr. Schwab’s extraordinary contributions to the company, the Compensation Committee determined to (1) amend the terms of each of Dr. Schwab’s then-outstanding and unvested equity awards that were subject solely to time-based vesting conditions to provide that if her continuous service terminated as a result of her death, then each such award would become fully vested (and exercisable, if applicable) as of the date of such termination, and (2) amend the terms of each then-outstanding stock option award to provide that if (i) her continuous service terminated as a result of her death and (ii) the expiration date of the original full term of such award (such date referred to herein as the Option Expiration Date) was later than 18 months following the date of such termination, then the post-termination exercise period of such award would be extended until the Option Expiration Date. Upon Dr. Schwab’s passing in September 2021, these equity awards were amended accordingly. Other Compensation Information

  67. Timing of Equity Awards

    Timing of Equity Awards Annual grants of equity awards to our executive officers, including our Named Executive Officers, are generally determined and approved at pre-scheduled Compensation Committee meetings, with such meeting date typically serving as the grant date. However, the Compensation Committee may sometimes approve the grant of equity awards 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. The grant dates for these equity awards are typically the same date that a newly hired officer begins employment or the effective date of an officer’s promotion, as applicable. Grants made to new hires below the level of 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. All stock options are granted with an exercise price that is not less than the closing price of our common stock on The Nasdaq Global Select Market on the grant date. We have no plan or practice to time option grants in coordination with the release of non-public information, and we do not time the release of non-public information to affect the value of executive compensation.

  68. 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 unless the compensation qualifies for certain grandfathered exceptions (including the “performance-based compensation” exception) for certain compensation paid pursuant to a written binding contract in effect on November 2, 2017 and not materially modified on or after such date. 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 Named Executive Officers 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). The Compensation Committee also retains the flexibility to modify compensation that was initially intended to be exempt from the deduction limit under Section 162(m) if it determines that such modifications are consistent with the company’s business needs. Compensation Policies and Practices as They Relate to Risk Management In 2021, 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 of Executive Officers | Summary of Compensation Summary of Compensation The following table shows for the fiscal years ended December 31, 2021, January 1, 2021 and January 3, 2020 (referred to as fiscal 2021, fiscal 2020 and fiscal 2019, respectively), compensation awarded to, paid to or earned by our Chief Executive Officer, our Chief Financial Officer and our other three most highly compensated executive officers in 2021, as well as Dr, Schwab, who served as an executive officer for a portion of 2021 until her passing in September 2021 (collectively referred to as our “Named Executive Officers”).

  69. Summary Compensation Table

    Summary Compensation Table

  70. Summary Compensation Table

    | Name and Principal Position | Year (1) | Salary ($)(2) | Bonus ($)(3) | Stock Awards ($)(4) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($) | Total ($) | | Michael M. Morrissey, Ph.D. | 2021 | 1,093,875 | — | — | 5,160,513(6) | 1,265,043 | 11,000 | 7,530,431 | | President and Chief | 2020 | 1,058,216 | 128,159 | — | — | 1,153,437 | 10,000 | 2,349,812 | | Executive Officer | 2019 | 1,005,201 | — | — | — | 1,118,854 | 8,500 | 2,132,555 | | Christopher J. Senner | 2021 | 679,568 | — | 1,367,037 | — | 399,507 | 11,000 | 2,457,112 | | Executive Vice President | 2020 | 648,358 | 27,434 | — | — | 379,176 | 10,000 | 1,064,968 | | and Chief Financial Officer | 2019 | 622,866 | — | — | — | 310,893 | 8,500 | 942,259 | | Patrick J. Haley | 2021 | 526,477 | — | 1,269,437 | — | 308,958 | 11,000 | 2,115,872 | | Executive Vice President, | 2020 | 500,953 | 21,420 | 763,000(7) | — | 269,280 | 10,000 | 1,564,653 | | Commercial | | | | | | | | | | Jeffrey J. Hessekiel, J.D. | 2021 | 599,135 | — | 1,217,547 | — | 347,069 | 11,000 | 2,147,751 | | Executive Vice President, | 2020 | 576,091 | 24,376 | — | — | 306,443 | 10,000 | 916,910 | | General Counsel and Secretary | 2019 | 553,934 | — | — | — | 276,240 | 8,500 | 838,674 | | Peter Lamb, Ph. D. | 2021 | 560,850 | — | 1,052,607 | — | 337,605 | 11,000 | 1,962,062 | | Executive Vice President, | | | | | | | | | | Scientific Strategy and Chief | | | | | | | | | | Scientific Officer | | | | | | | | | | Gisela M. Schwab, M.D. | 2021 | 557,210 | — | 7,020,502(8) | 1,280,412(9) | — | 11,000 | 8,869,124 | | Former President, Product | 2020 | 744,044 | 37,813 | — | — | 610,409 | 10,000 | 1,402,266 | | Development and Medical | 2019 | 710,751 | — | — | — | 409,231 | 8,500 | 1,128,482 | | Affairs and Chief Medical | | | | | | | | | | Officer | | | | | | | | |

  71. Summary Compensation Table

    | (1) The compensation reflected in the Summary Compensation Table reflects a 52-week period for fiscal 2021, a 52-week period for fiscal 2020 and a 53-week period for fiscal 2019. |

  72. Summary Compensation Table

    | (2) Amounts shown in this column represent the amount actually earned by each Named Executive Officer for the indicated fiscal year. For information regarding 2021 base salaries, please see “Compensation Discussion and Analysis—2021 Compensation Decisions—2021 Base Salaries.” |

  73. Summary Compensation Table

    | (3) Amounts shown in this column reflect the discretionary portion of the cash bonuses awarded under our Annual Cash Bonus Plan for fiscal 2020. |

  74. Summary Compensation Table

    | (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. Other than as reflected in Footnote 7 to the Summary Compensation Table, there were no time-based RSUs granted to the Named Executive Officers in fiscal 2020 or fiscal 2019. With respect to PSU awards granted to the Named Executive Officers during each of fiscal 2021, 2020 and 2019, the grant date fair values, as computed in accordance with ASC 718, excluding the estimate of estimated forfeitures, and presented in the table above, are based upon the then-probable outcome of the performance conditions, which was $0 for each Named Executive Officer. Accordingly, the positive amounts set forth in the table for fiscal 2021 and for Mr. Haley in 2020 reflect solely the aggregate grant date fair value for RSUs granted as computed in accordance with ASC 718. Assuming “Threshold Achievement” (i.e. “Threshold Payout”), “Target Achievement” (i.e. “Target Payout”) and “Maximum Achievement” (i.e. “Maximum Payout”) of the performance conditions for the PSU awards granted to each |

  75. Summary Compensation Table

    | Named Executive Officer during fiscal 2021, and in each case using the closing stock price of $21.31 per share of our common stock on the March 4, 2021 grant date and excluding estimates of forfeiture, the values of the PSU awards granted to each Named Executive Officer during fiscal 2021 at the grant date were as follows: |

  76. Summary Compensation Table

    | Name | Threshold Payout of PSUs Granted in 2021 ($) | Target Payout of PSUs Granted in 2021 ($) | Maximum Payout of PSUs Granted in 2021 ($) | | Michael M. Morrissey, Ph.D. | 1,600,637 | 4,268,393 | 8,536,786 | | Christopher J. Senner | 512,633 | 1,367,037 | 2,734,073 | | Patrick J. Haley | 476,023 | 1,269,437 | 2,538,873 | | Jeffrey J. Hessekiel, J.D. | 456,567 | 1,217,547 | 2,435,094 | | Peter Lamb, Ph.D. | 394,725 | 1,052,067 | 2,105,215 | | Gisela M. Schwab, M.D. | 582,424 | 1,553,179 | 3,106,359 |

  77. Summary Compensation Table

    For a description of the PSU awards granted during fiscal 2021, see “Compensation Discussion and Analysis—2021 Compensation Decisions—2021 Long-Term Incentive Awards” above. Assuming “Threshold Achievement” (i.e. “Threshold Payout”), “Target Achievement” (i.e. “Target Payout”) and “Over Achievement” or “Early Achievement” (i.e. ”Maximum Payout”) of the performance conditions for the PSU awards granted to each Named Executive Officer during fiscal 2020, and in each case other than Dr. Morrissey, using the closing stock price of $21.73 per share of our common stock on the September 11, 2020 grant date (and for Dr. Morrissey, using the closing stock price of $21.83 per share of our common stock on the October 22, 2020 grant date) and excluding estimates of forfeiture, the values of the PSU awards granted to each Named Executive Officer during fiscal 2020 at the grant date were as follows:

  78. Summary Compensation Table

    | Name | Threshold Payout of PSUs Granted in 2020 ($) | Target Payout of PSUs Granted in 2020 ($) | Maximum Payout of PSUs Granted in 2020 ($) | | Michael M. Morrissey, Ph.D. | 4,104,149 | 8,208,298 | 16,416,597 | | Christopher J. Senner | 1,415,384 | 2,830,767 | 5,661,534 | | Patrick J. Haley | 1,258,167 | 2,516,334 | 5,032,668 | | Jeffrey J. Hessekiel, J.D. | 1,258,167 | 2,516,334 | 5,032,668 | | Gisela M. Schwab, M.D. | 1,415,384 | 2,830,767 | 5,661,534 |

  79. Summary Compensation Table

    Assuming “Target Achievement” (i.e. “Target Payout”) and “Over Achievement” (i.e. “Maximum Payout”) of the performance conditions for the PSU awards granted to each Named Executive Officer during fiscal 2019, and in each case using the closing stock price of $19.56 per share of our common stock on the September 20, 2019 grant date and excluding estimates of forfeiture, the values of the PSU awards granted to each Named Executive Officer other than Mr. Haley during fiscal 2019 at the grant date were as follows:

  80. Summary Compensation Table

    | Name | Target Payout of PSUs Granted in 2019 ($) | Maximum Payout of PSUs Granted in 2019 ($) | | Michael M. Morrissey, Ph.D. | 8,774,107 | 17,548,215 | | Christopher J. Senner | 2,324,139 | 4,648,278 | | Jeffrey J. Hessekiel, J.D. | 2,324,139 | 4,648,278 | | Gisela M. Schwab, M.D. | 2,788,982 | 5,577,964 |

  81. Summary Compensation Table

    | (5) 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. |

  82. Summary Compensation Table

    Compensation of Executive Officers | Summary of Compensation

  83. Summary Compensation Table

    | (6) Amount shown does not reflect compensation actually received or the amount that may be realized in the future by Dr. Morrissey. The amount shown reflects the aggregate grant date fair value in the indicated fiscal year for the option award as computed in accordance with ASC 718. The stock option vests over a four-year period following the grant date and expires seven years from the date of grant or earlier upon termination of service with us. The stock option has an exercise price of $21.31 per share. The assumptions used to calculate the value of option awards are set forth in Note 8 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on February 18, 2022. |

  84. Summary Compensation Table

    | (7) Amount shown reflects the grant date fair value of the time-based RSU award granted to Mr. Haley in connection with his promotion to Executive Vice President, Commercial as computed in accordance with ASC 718. The grant date fair value of the RSU award was measured based on the closing price of $21.80 per share of our common stock on the February 19, 2020 grant date. |

  85. Summary Compensation Table

    | (8) As indicated in Footnote 4 above, the amount shown includes the aggregate grant date fair value of the RSU and PSU awards granted to Dr. Schwab in fiscal 2021 as computed in accordance with ASC 718, which was $1,553,179. As described under “Compensation Discussion and Analysis—Passing of Gisela M. Schwab” above, the Compensation Committee determined to (1) amend the terms of each of Dr. Schwab’s then-outstanding and unvested equity awards that were subject solely to time-based vesting conditions to provide that if her continuous service terminated as a result of her death, then each such award would become fully vested (and exercisable, if applicable) as of the date of such termination, and (2) amend the terms of each then-outstanding stock option award to provide that if (i) her continuous service terminated as a result of her death and (ii) the expiration date of the original full term of such award (such date referred to herein as the Option Expiration Date) was later than 18 months following the date of such termination, then the post-termination exercise period of such award would be extended until the Option Expiration Date. Under applicable SEC rules, the incremental fair value, as computed in accordance with ASC 718, associated with the modifications of her equity awards must also be reported in the Stock Awards column or the Option Awards column, as applicable. Accordingly, in addition to the aggregate grant date fair value for the RSU and PSU awards actually granted to Dr. Schwab in fiscal 2021, the amount shown includes an aggregate of $5,467,323 in incremental fair value associated with the modification of Dr. Schwab’s RSUs and PSUs (for which the performance-vesting criteria had already been met and were subject only to remaining time-vesting conditions). |

  86. Summary Compensation Table

    | (9) Amount shown consists solely of the incremental fair value, as computed in accordance with ASC 718, associated with the modifications of Dr. Schwab’s stock option awards to provide for full vesting acceleration and an extended post-termination exercise period, as described under “Compensation Discussion and Analysis—Passing of Gisela M. Schwab” above. See also Footnote (8) above. No option awards were granted to Dr. Schwab in fiscal 2021, 2020 or 2019. |

  87. Summary Compensation Table

    Grants of Plan-Based Awards The following table shows for the fiscal year ended December 31, 2021 certain information regarding grants of plan-based awards to the Named Executive Officers:

  88. Grants of Plan-Based Awards in Fiscal 2021

    Grants of Plan-Based Awards in Fiscal 2021

  89. Grants of Plan-Based Awards in Fiscal 2021

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units ($)(2) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Michael M. Morrissey, Ph.D. | | | | | | | | | | | | | | 3/4/2021 | — | — | — | — | — | — | — | 494,700 | 21.31 | 5,159,721 | | | 3/4/2021 | — | — | — | 75,112 | 200,300(5) | 400,600(5) | | | | — | | | N/A | — | 1,100,037 | 1,650,056 | | | | | | | | | Christopher J. Senner | | | | | | | | | | | | | | 3/4/2021 | — | — | — | — | — | — | 64,150 | | | 1,367,037 | | | 3/4/2021 | — | — | — | 24,056 | 64,150(5) | 128,300(5) | | | | — | | | N/A | — | 342,925 | 565,825 | | | | | | | | | Patrick J. Haley | | | | | | | | | | | | | | 3/4/2021 | — | — | — | — | — | — | 59,570 | | | 1,269,437 | | | 3/4/2021 | — | — | — | 22,338 | 59,570(5) | 119,140(5) | | | | — | | | N/A | — | 265,200 | 437,580 | | | | | | | | | Jeffrey J. Hessekiel, J.D. | | | | | | | | | | | | | | 3/4/2021 | — | — | — | — | — | — | 57,135 | | | 1,217,547 | | | 3/4/2021 | — | — | — | 21,425 | 57,135(5) | 114,270(5) | | | | — | | | N/A | — | 301,800 | 497,969 | | | | | | | | | Peter Lamb, Ph.D. | | | | | | | | | | | | | | 3/4/2021 | — | — | — | — | — | — | 49,395 | | | 1,052,607 | | | 3/4/2021 | — | — | — | 18,523 | 49,395(5) | 98,790(5) | | | | — | | | N/A | — | 282,515 | 466,149 | | | | | | | | | Gisela M. Schwab, M.D.(6) | | | | | | | | | | | | | | 2/11/2016 | | | | | | | | 75,000 | 4.20 | 375(7) | | | 9/22/2016 | | | | | | | | 120,000 | 14.74 | 100,920(7) | | | 10/3/2017 | | | | | | | | 150,000 | 24.41 | 464,250(7) | | | 10/3/2017 | | | | | | | 18,750 | | | 420,188(8) | | | 9/10/2018 | | | | | | | | 129,314 | 18.80 | 714,867(7) | | | 9/10/2018 | | | | | 4,873 | | | | | 109,204(8) | | | 9/10/2018 | | | | | 4,873 | | | | | 109,204(8) | | | 9/20/2019 | | | | | 142,587 | | | | | 3,195,375(8) | | | 3/4/2021 | — | — | — | — | — | — | 72,885 | | | 1,553,179 | | | 3/4/2021 | | | | | | | 72,885 | | | 1,633,353(8) | | | 3/4/2021 | — | — | — | 27,332 | 72,885(5) | 145,770(5) | | | | — |

  90. Grants of Plan-Based Awards in Fiscal 2021

    | (1) The dollar amount represents the target and maximum amounts of each Named Executive Officer’s potential annual cash bonus award pursuant to our Annual Cash Bonus Plan for the fiscal year ended December 31, 2021. The amounts shown under “Target” reflects the applicable target payment under the Annual Cash Bonus Plan if (i) we achieved 100% of the pre-determined 2021 corporate goals established by the Compensation and (ii) as |

  91. Grants of Plan-Based Awards in Fiscal 2021

    Compensation of Executive Officers | Grants of Plan-Based Awards

  92. Grants of Plan-Based Awards in Fiscal 2021

    | applicable, each Named Executive Officer’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” reflects the applicable maximum payment under the Annual Cash Bonus Plan if (i) we achieved 150% of the pre-determined 2021 corporate goals established by the Compensation Committee, and (ii) as applicable, each Named Executive Officer’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 Named Executive Officer’s area of responsibility that drove the achievement of such corporate goals; provided, however, that neither the corporate performance percentage nor the individual performance percentage may exceed 200% in any given year. There is no threshold or minimum possible payment under the Annual Cash Bonus Plan. For more information regarding our Annual Cash Bonus Plan, please see “Compensation Discussion and Analysis—2021 Compensation Decisions—2021 Annual Cash Bonuses” above. |

  93. Grants of Plan-Based Awards in Fiscal 2021

    | (2) The RSU award was granted pursuant to our 2017 Plan. The RSU award will vest as to 1/4th of the shares subject to the RSU award on May 15, 2022 and thereafter as to 1/4(th) of the number of shares subject to the RSU award on each May 15(th) until fully vested. |

  94. Grants of Plan-Based Awards in Fiscal 2021

    | (3) The option award was granted pursuant to our 2017 Plan and expires seven years from the date of grant or earlier upon termination of service. The option will vest as to 1/4(th) of the original number of shares subject to the option on the one-year anniversary of the grant date and will continue to vest thereafter as to 1/48(th) of the original number of shares subject to the option on each monthly anniversary of the grant date. Vesting is subject to acceleration as described under the caption “Potential Payments Upon Termination or Change in Control” below. |

  95. Grants of Plan-Based Awards in Fiscal 2021

    | (4) Amounts shown in this column do not reflect compensation actually received or amounts that may be realized in the future by the Named Executive Officers. The amounts shown in this column reflect the aggregate grant date fair value in fiscal year 2021 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 8 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on February 18, 2022. The grant date fair values of the PSU awards, as computed in accordance with ASC 718, granted to each Named Executive Officer presented in the table above are based upon the then-probable outcome of the performance conditions, which was $0 for each Named Executive Officer. For additional information regarding the values of the PSU awards granted to each Named Executive Officer during fiscal 2021, see Footnote 4 to the Summary Compensation Table above. The grant date fair value of the RSU award was measured based on the closing price of our common stock on the date of grant. |

  96. Grants of Plan-Based Awards in Fiscal 2021

    | (5) The PSU award was granted pursuant to our 2017 Plan. PSUs vest in accordance with the following: if the Compensation Committee’s defined Cabozantinib Revenue Goal is achieved during the performance period from January 2, 2021 through December 29, 2023, at or above the threshold level of performance, and subject to the application of the TSR Performance Modifier, (i) 50% of the 2021 PSU Certified Shares will vest upon the Compensation Committee’s certification of such achievement, and (ii) 50% of the 2021 PSU Certified Shares will vest on the first quarterly vesting date (i.e. February 15(th), May 15(th), August 15(th) and November 15(th)) following the one-year anniversary of the Compensation Committee’s certification (assuming that such PSUs are not accelerated). For clarification, (i) the shares of common stock subject to the award will be eligible to vest if and only if the Cabozantinib Revenue Goal is satisfied at or above the threshold level of performance, and failure to achieve the threshold level of performance set forth in the Cabozantinib Revenue Goal will result in forfeiture of 100% of the PSU award, and (ii) the level of achievement of the Cabozantinib Revenue Goal and application of the TSR Performance Modifier will not be determined by the Compensation Committee until after the end of the three-year performance period on December 29, 2023, and no shares will vest prior to that time. The “certification date” shall mean the date the Compensation Committee determines the 2021 PSU Certified Shares, which shall occur as soon as administratively practicable following the end of the three-year performance period on December 29, 2023, but no later than March 15, 2024. For purposes of these calculations in the table above, we assumed no adjustment for the TSR Performance Modifier. For more information regarding the PSUs granted in 2021, please see “Compensation Discussion and Analysis—2021 Compensation Decisions—2021 Long-Term Incentive Awards—2021 PSU Awards” above. |

  97. Grants of Plan-Based Awards in Fiscal 2021

    | (6) As described under “Compensation Discussion and Analysis—Passing of Gisela M. Schwab” above, the Compensation Committee determined to (1) amend the terms of each of Dr. Schwab’s then-outstanding and unvested equity awards that were subject solely to time-based vesting conditions to provide that if her continuous service terminated as a result of her death, then each such award would become fully vested (and exercisable, if applicable) as of the date of such termination, and (2) amend the terms of each then-outstanding stock option award to provide that if (i) her continuous service terminated as a result of her death and (ii) the expiration date of the original full term of such award (such date referred to herein as the Option Expiration Date) was later than 18 months following the date of such termination, then the post-termination exercise period of such award would be extended until the Option Expiration Date. Upon Dr. Schwab’s passing in September 2021, these equity awards were amended accordingly. Dr. Schwab was not eligible to receive an annual cash bonus payment for 2021 following her passing in September 2021. |

  98. Grants of Plan-Based Awards in Fiscal 2021

    | (7) Represents the incremental fair value, as computed in accordance with ASC 718, associated with the modifications of Dr. Schwab’s stock option awards to provide for full vesting acceleration and an extended post-termination exercise period, as described under “Compensation Discussion and Analysis—Passing of Gisela M. Schwab” above. See also Footnote 6 above. |

  99. Grants of Plan-Based Awards in Fiscal 2021

    | (8) Represents the incremental fair value, as computed in accordance with ASC 718, associated with the modifications of Dr. Schwab’s RSU and PSU awards to provide for full vesting acceleration, as described under “Compensation Discussion and Analysis—Passing of Gisela M. Schwab” above. See also Footnote 6 above. |

  100. Grants of Plan-Based Awards in Fiscal 2021

    Compensation Arrangements Base Salaries. For a description of actions taken by the Compensation Committee with respect to base salaries for our Named Executive Officers for fiscal 2021, please see “Compensation Discussion and Analysis—2021 Compensation Decisions—2021 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 Named Executive Officer toward the achievement of such corporate goals. For more information regarding our Annual Cash Bonus Plan, please see “Compensation Discussion and Analysis—2021 Compensation Decisions—2021 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 Named Executive Officers and other employees. In March 2021, we granted PSU awards, which will only vest following our achievement of a certain performance target in line with our longer-term business strategy, to all of our Named Executive Officers. In addition, in March 2021, we granted time-based equity awards, in the form of RSUs to all of our Named Executive Officers except Dr. Morrissey, who received his time-based equity award in the form of stock options. For information regarding PSU and RSU awards granted to the Named Executive Officers, and the stock option granted to Dr. Morrissey, in fiscal 2021, including the number of underlying shares and vesting conditions related thereto, please see “Compensation Discussion and Analysis—2021 Compensation Decisions—2021 Long-Term Incentive Awards” above. Employment Agreements. We have no employment agreements with our Named Executive Officers. Change in Control and Severance Benefit Plan. Each of our Named Executive Officers 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. Compensation of Executive Officers | Outstanding Equity Awards at Fiscal Year-End Outstanding Equity Awards at Fiscal Year-End The following table shows certain information regarding outstanding equity awards at December 31, 2021 for the Named Executive Officers.

  101. Outstanding Equity Awards at December 31, 2021

    Outstanding Equity Awards at December 31, 2021

  102. Outstanding Equity Awards at December 31, 2021

    | | | 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. | 9/26/2016 | 360,000 | | 15.31 | 9/25/2023 | | | | | | | 10/3/2017 | 480,000 | | 24.41 | 10/2/2024 | | | | | | | 9/10/2018 | 250,546 | 57,819(4) | 18.80 | 9/9/2025 | | | | | | | 9/10/2018 | | | | | 11,619(5) | 212,395 | | | | | 9/10/2018 | | | | | 23,239(6) | 424,809 | | | | | 9/20/2019 | | | | | 112,144(7) | 2,049,992 | | | | | 10/22/2020 | | | | | | | 94,002(8) | 1,718,357 | | | 10/22/2020 | | | | | 47,001(9) | 859,178 | 94,002(9) | 1,718,357 | | | 3/4/2021 | 494,700 | 494,700(10) | 21.31 | 3/3/2028 | | | | | | | 3/4/2021 | | | | | | | 200,300(11) | 3,661,484 | | Christopher J. Senner | 9/16/2015 | 225,000 | | 6.21 | 9/15/2022 | | | | | | | 9/22/2016 | 120,000 | | 14.74 | 9/21/2023 | | | | | | | 10/3/2017 | 125,000 | | 24.41 | 10/2/2024 | | | | | | | 9/10/2018 | 105,067 | 24,247(10) | 18.80 | 9/9/2025 | | | | | | | 9/10/2018 | | | | | 4,873(5) | 89,078 | | | | | 9/10/2018 | | | | | 9,746(6) | 178,157 | | | | | 9/20/2019 | | | | | 29,706(7) | 543,026 | | | | | 9/11/2020 | | | | | | | 32,567(8) | 595,325 | | | 9/11/2020 | | | | | 16,284(9) | 297,672 | 32,568(9) | 595,343 | | | 3/4/2021 | | | | | 64,150(13) | 1,172,662 | | | | | 3/4/2021 | | | | | | | 64,150(11) | 1,172,662 | | Patrick J. Haley | 2/5/2015 | 60,000 | | 1.90 | 2/4/2022 | | | | | | | 9/16/2015 | 60,000 | | 6.21 | 9/15/2022 | | | | | | | 2/11/2016 | 25,000 | | 4.20 | 2/10/2023 | | | | | | | 12/19/2016 | 50,000 | | 16.29 | 12/18/2023 | | | | | | | 10/3/2017 | 100,000 | | 24.41 | 10/2/2024 | | | | | | | 9/10/2018 | 94,561 | 21,822(10) | 18.80 | 9/9/2025 | | | | | | | 9/10/2018 | | | | | 2,249(5) | 41,112 | | | | | 9/10/2018 | | | | | 4,498(6) | 82,223 | | | | | 9/20/2019 | | | | | 29,706(7) | 543,026 | | | | | 2/19/2020 | | | | | 26,250(14) | 479,850 | | | | | 9/11/2020 | | | | | | | 28,950(8) | 529,206 | | | 9/11/2020 | | | | | 14,475(9) | 264,603 | 28,950(9) | 529,206 | | | 3/4/2021 | | | | | 59,570(13) | 1,088,940 | | | | | 3/4/2021 | | | | | | | 59,570(11) | 1,088,940 |

  103. Outstanding Equity Awards at December 31, 2021

    | | | Option Awards(1) | | | | Stock Awards(2) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Jeffrey J. Hessekiel, J.D. | 9/22/2016 | 97,500 | | 14.74 | 9/21/2023 | | | | | | | 10/3/2017 | 100,000 | | 24.41 | 10/2/2024 | | | | | | | 9/10/2018 | 105,067 | 24,247(10) | 18.80 | 9/9/2025 | | | | | | | 9/10/2018 | | | | | 2,499(5) | 45,682 | | | | | 9/10/2018 | | | | | 4,997(6) | 91,345 | | | | | 9/20/2019 | | | | | 29,706(7) | 543,026 | | | | | 9/11/2020 | | | | | | | 28,950(8) | 529,206 | | | 9/11/2020 | | | | | 14,475(9) | 264,603 | 28,950(9) | 529,206 | | | 3/4/2021 | | | | | 57,135(13) | 1,044,428 | | | | | 3/4/2021 | | | | | | | 57,135(11) | 1,044,428 | | Peter Lamb, Ph.D. | 2/11/2016 | 40,000 | | 4.20 | 2/10/2023 | | | | | | | 9/22/2016 | 97,500 | | 14.74 | 9/21/2023 | | | | | | | 10/3/2017 | 110,000 | | 24.41 | 10/2/2024 | | | | | | | 9/10/2018 | 101,027 | 23,314(10) | 18.80 | 9/9/2025 | | | | | | | 9/10/2018 | | | | | 4,685(5) | 85,642 | | | | | 9/10/2018 | | | | | 9,371(6) | 171,302 | | | | | 9/20/2019 | | | | | 35,647(7) | 651,627 | | | | | 9/11/2020 | | | | | | | 28,950(8) | 529,206 | | | 9/11/2020 | | | | | 14,475(9) | 264,603 | 28,950(9) | 529,206 | | | 3/4/2021 | | | | | 49,395(13) | 902,941 | | | | | 3/4/2021 | | | | | | | 49,395(11) | 902,941 | | Gisela M. Schwab, M.D.(12) | 10/3/2017 | 150,000 | | 24.41 | 3/3/2023 | | | | | | | 9/10/2018 | 129,314 | | 18.80 | 3/3/2023 | | | | |

  104. Outstanding Equity Awards at December 31, 2021

    | (1) Option awards granted on or after May 28, 2014, and prior to May 24, 2017, were issued under our 2014 Equity Incentive Plan (2014 Plan) and are either subject to time-based vesting or were subject to performance-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 2014 Plan is set forth in the applicable footnote accompanying the entry. Option awards granted pursuant to our 2014 Plan subject to time-based vesting vest as to 1/4(th) of the original number of shares subject to the option on the one-year anniversary of the vesting commencement date and thereafter as to 1/48(th) of the original number of shares subject to the option on each monthly anniversary of the vesting commencement date. Option awards granted pursuant to our 2014 Plan subject to performance-based vesting are vested in full. Option awards granted on or after May 24, 2017 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 1/4(th) of the original number of shares subject to the option on the one-year anniversary of the vesting commencement date and thereafter as to 1/48(th) 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 Named Executive Officers are subject to acceleration as described under the caption “Potential Payments Upon Termination or Change in Control” below. |

  105. Outstanding Equity Awards at December 31, 2021

    | (2) RSU awards granted on or after May 28, 2014 and prior to May 24, 2017 were issued under our 2014 Plan, and RSU awards granted on or after May 24, 2017 were issued under our 2017 Plan. RSU awards generally vest as to 1/4(th) 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 1/4(th) 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 15(th), May 15(th), August 15(th) and November 15(th) as quarterly vesting dates. Vested shares will be delivered to the Named Executive Officer 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, 8, 9, 11 and 14. Vesting of all RSU awards and PSU awards issued to our Named Executive Officers is subject to acceleration as described under the caption “Potential Payments Upon Termination or Change in Control” below. |

  106. Outstanding Equity Awards at December 31, 2021

    | (3) For purposes of determining market value, we assumed a stock price of $18.28, the closing sale price per share of our common stock on December 31, 2021, the last business day of our last fiscal year. |

  107. Outstanding Equity Awards at December 31, 2021

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

  108. Outstanding Equity Awards at December 31, 2021

    | (4) Option vests as to 1/4(th) of the original number of shares subject to the option on the one-year anniversary of the grant date and thereafter as to 1/48(th) of the original number of shares subject to the option on each monthly anniversary of the grant date with a final vesting date of September 10, 2022 (assuming that such options are not accelerated). The option became exercisable upon the achievement of the performance condition that required the closing market price of our common stock to be equal to or greater than 125% of the exercise price of the option over a period of at least 30 consecutive calendar days. |

  109. Outstanding Equity Awards at December 31, 2021

    | (5) PSUs vest as to (i) 50% of the original number of shares subject to the award upon the Compensation Committee’s certification that Exelixis has achieved either (x) full target enrollment, as specified in the applicable clinical trial protocol, or (y) positive top-line results, in each case with respect to a target number of potentially label-enabling clinical trials for cabozantinib (both alone or in combination with another therapy), and (ii) 50% of the original number of shares subject to the award 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 February 3, 2021, the Compensation Committee convened to determine that full target enrollment and/or positive top-line results from the target number of potentially label-enabling clinical trials had been achieved, resulting in the immediate vesting of 50% of the PSU award, and the remaining 50% vested on February 15, 2022 (reported in the table as “earned” but unvested, since such PSUs were still unvested as of December 31, 2021). |

  110. Outstanding Equity Awards at December 31, 2021

    | (6) PSUs vest as to (i) 50% of the original number of shares subject to the award upon the Compensation Committee’s certification that a target number of IND applications have become effective with respect to product candidates that have either (x) been discovered by Exelixis or (y) in-licensed or acquired by Exelixis, and (ii) 50% of the original number of shares subject to the award on the first quarterly vesting date (i.e. February 15(th), May 15(th), August 15(th) and November 15(th)) following the one-year anniversary of the Compensation Committee’s certification (assuming that such PSUs are not accelerated). On December 15, 2021, the Compensation Committee convened to determine that the target number of effective IND applications had been achieved, resulting in the immediate vesting of 50% of the PSU award, and the remaining 50% (reported in the table) will vest on February 15, 2023 (assuming such PSUs are not accelerated). |

  111. Outstanding Equity Awards at December 31, 2021

    | (7) PSUs vest as to (i) 50% of the number of shares subject to the award that are entitled to vest based upon the Compensation Committee’s certification that the company has obtained approval by the FDA for the commercial sale and marketing of one or more products for which we hold, or have licensed to a partner, development and commercialization rights in the U.S. in one or more new indications, on the date of such certification, and (ii) 50% of the number of shares subject to the award that are entitled to vest based on such certification on the first quarterly vesting date (i.e. February 15(th), May 15(th), August 15(th) and November 15(th)) following the one-year anniversary of the Compensation Committee’s certification (assuming that such PSUs are not accelerated). On October 22, 2020, the Compensation Committee convened to determine that certain performance criteria had been achieved early, resulting in the immediate vesting of 75% of the target number of shares subject to the PSU award, and an additional 75% of the target number of shares subject to the PSU award vested on November 15, 2021. On February 3, 2021, the Compensation Committee convened to determine that the maximum performance criteria had been achieved, resulting in the immediate vesting of an additional 25% of the target number of shares subject to the PSU award, and the remaining 25% of the target number of shares subject to the PSU award (to complete maximum vesting of 200% of the target number of shares) vested on February 15, 2022 (reported in the table as “earned” but unvested, since such PSUs were still unvested as of December 31, 2021). |

  112. Outstanding Equity Awards at December 31, 2021

    | (8) PSUs vest as to (i) 50% of the number of shares subject to the award that are entitled to vest based upon the Compensation Committee’s certification that the company has achieved positive top-line results of one or more clinical trials evaluating a product for which we own, or have licensed to a partner, development or commercialization rights, that provides data that can reasonably support regulatory evaluation of safety and efficacy to determine the risk/benefit profile of the product, and (ii) 50% of the number of shares subject to the award that are entitled to vest based on such certification on the first quarterly vesting date (i.e. February 15th, May 15th, August 15th and November 15th) following the one-year anniversary of the Compensation Committee’s certification (assuming that such PSUs are not accelerated). The number of shares reported in the table above represents threshold achievement, or 50% of the target number of shares of Exelixis common stock subject to the PSU award. Depending on the level of achievement of such performance target, Named Executive Officers are eligible to vest up to a maximum of 200% of the target number of shares of Exelixis common stock subject to the PSU award. Failure to achieve the aforementioned performance target by December 31, 2024 will result in forfeiture of 100% of the PSU award. |

  113. Outstanding Equity Awards at December 31, 2021

    | (9) PSUs vest as to (i) 50% of the number of shares subject to the award that are entitled to vest based upon the Compensation Committee’s certification that the company has obtained approval by the FDA for the commercial sale and marketing of one or more products for which we own, or have licensed to a partner, development or commercialization rights, in one or more new indications or an indication for which the product has previously received FDA approval, if such product is intended to treat a new, additional or expanded set of patients or is part of a combination therapy, and (ii) 50% of the number of shares subject to the award that are entitled to vest based on such certification on the first quarterly vesting date (i.e. February 15th, May 15th, August 15th and November 15th) following the one-year anniversary of the Compensation Committee’s certification (assuming that such PSUs are not accelerated). On September 30, 2021, the Compensation Committee convened to determine that certain performance criteria had been achieved, resulting in the immediate vesting of 25% of the target number of shares subject to the PSU award, and an additional 25% of the target number of shares subject to the PSU award (reported in the table as “earned” but unvested) will vest on November 15, 2022 (assuming such PSUs are not accelerated). Because the Compensation Committee has already certified as to the threshold achievement of this PSU award, the number of shares reported in the table above as “unearned” represents additional shares that will begin vesting upon target achievement, or 50% of the target number of shares of Exelixis common stock subject to the PSU award (and collectively with those shares vested and entitled to vest based on the Compensation Committee’s prior certification on September 30, 2021, 100% of the target number of shares of Exelixis common stock subject to the PSU award). Depending on the continued level of achievement of such performance target, Named Executive Officers are eligible to vest up to a maximum of 200% of the target number of shares of Exelixis common stock subject to the PSU award. Failure to achieve the next level of the aforementioned performance target by December 31, 2024 will result in forfeiture of 50% of the PSU award reported in the table above as “unearned.” |

  114. Outstanding Equity Awards at December 31, 2021

    | (10) Option vests as to 1/4(th) of the original number of shares subject to the option on the one-year anniversary of the grant date and thereafter as to 1/48(th) of the original number of shares subject to the option on each monthly anniversary of the grant date until fully vested (assuming that such options are not accelerated). |

  115. Outstanding Equity Awards at December 31, 2021

    | (11) 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 defined Cabozantinib Revenue Goal (related to certain net product revenues over four consecutive quarters), to be evaluated at the end of the three-year performance period ending December, 29, 2023, and (ii) the application of the TSR Performance Modifier (which measures our relative TSR performance, expressed as a percentile rank, against the Nasdaq Biotechnology Index during the three-year performance period from January 2, 2021 through December 29, 2023). PSUs vest as to (i) 50% percent of the 2021 PSU Certified Shares will vest upon the Compensation Committee’s certification at the end of the performance period, and (ii) 50% of the 2021 Certified Shares will vest on the first quarterly vesting date (i.e. February 15(th), May 15(th), August 15(th) and November 15(th)) following the one-year anniversary of the Compensation Committee’s certification (assuming that such PSUs are not accelerated). The 2021 PSUs 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 December 29, 2023. The performance condition for a threshold of net product revenues relative to the 2021 PSUs was deemed probable of achievement in the fourth quarter of 2021; however, there will be no certification by the Compensation Committee until after the evaluation at the end of the three-year performance period. For purposes of these calculations in the table above, we assumed no adjustment for the TSR Performance Modifier. For more information regarding the PSUs granted in 2021, please see “Compensation Discussion and Analysis—2021 Compensation Decisions—2021 Long-Term Incentive Awards—2021 PSU Awards” above. |

  116. Outstanding Equity Awards at December 31, 2021

    | (12) In recognition of Dr. Schwab’s extraordinary contributions to the company, the Compensation Committee determined in June 2021 to (1) amend the terms of each of Dr. Schwab’s then-outstanding and unvested equity awards that were subject solely to time-based vesting conditions to provide that if her continuous service terminated as a result of her death, then each such award would become fully vested (and exercisable, if applicable) as of the date of such termination, and (2) amend the terms of each then-outstanding stock option award to provide that if (i) her continuous service terminated as a result of her death and (ii) the expiration date of the original full term of such award (such date referred to herein as the Option Expiration Date) was later than 18 months following the date of such termination, then the post-termination exercise period of such award would be extended until the Option Expiration Date. Upon Dr. Schwab’s passing in September 2021, these equity awards were amended accordingly, and her estate holds these options. |

  117. Outstanding Equity Awards at December 31, 2021

    | (13) The RSU award was granted pursuant to our 2017 Plan. The RSU award will vest as to 1/4th of the shares subject to the RSU award on May 15, 2022 and thereafter as to 1/4th of the number of shares subject to the RSU award on each May 15(th) until fully vested. |

  118. Outstanding Equity Awards at December 31, 2021

    | (14) RSUs vest as to 1/4(th) of the original number of shares subject to the RSU award on each May 15(th) with a final vesting date of May 15, 2024 (assuming that such RSUs are not accelerated). |

  119. Outstanding Equity Awards at December 31, 2021

    Option Exercises and Stock Vested The following table includes certain information with respect to stock options exercised and stock awards that vested during the fiscal year ended December 31, 2021.

  120. Options Exercised and Stock Vested in Fiscal 2021

    Options Exercised and Stock Vested in Fiscal 2021

  121. Options Exercised and Stock Vested in Fiscal 2021

    | | 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. | 50,000 | 1,048,000 | 580,643 | 11,310,537 | | Christopher J. Senner | 120,000 | 2,140,500 | 178,015 | 3,460,925 | | Patrick J. Haley | 25,000 | 466,383 | 167,589 | 3,306,608 | | Jeffrey J. Hessekiel | 50,000 | 770,400 | 160,289 | 3,111,985 | | Peter Lamb, Ph.D. | 620,000 | 10,719,354 | 197,048 | 3,825,909 | | Gisela M. Schwab, M.D. | 890,000 | 13,853,474 | 292,282 | 5,921,110 |

  122. Options Exercised and Stock Vested in Fiscal 2021

    | (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. |

  123. Options Exercised and Stock Vested in Fiscal 2021

    | (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. |

  124. Options Exercised and Stock Vested in Fiscal 2021

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

  125. Potential Payments Table

    Potential Payments Table The following table shows the potential payments upon termination of employment or a change in control for the Named Executive Officers. The table assumes that the triggering event took place on December 31, 2021, the last day of our 2021 fiscal year.

  126. Potential Payments Upon Termination or Change in Control Table

    Potential Payments Upon Termination or Change in Control Table

  127. Potential Payments Upon Termination or Change in Control Table

    | Name | Benefit | Change in Control and Severance Benefit Plan | | Equity Plans | | | | Involuntary Termination Without Cause or Constructive Termination in Connection with a Change in Control ($)(1) | Involuntary Termination Without Cause or Constructive Termination Not in Connection with a Change in Control ($)(2) | Certain Change in Control Transactions without Termination ($)(3) | | Michael M. Morrissey, Ph.D. | Base Salary | 2,200,074 | 1,100,037 | — | | | Bonus | 2,200,074 | 1,100,037 | — | | | Vesting Acceleration (4) | 19,236,428 | — | 19,236,428 | | | COBRA Payments | 71,067 | 35,533 | — | | | Outplacement Services | 50,000 | — | — | | Benefit Total | | 23,757,643 | 2,235,607 | 19,236,428 | | Christopher J. Senner | Base Salary | 1,028,774 | 685,849 | — | | | Bonus | 514,387 | 342,925 | — | | | Vesting Acceleration (4) | 7,620,603 | — | 7,620,603 | | | COBRA Payments | 53,300 | 35,533 | — | | | Outplacement Services | 30,000 | — | — | | Benefit Total | | 9,247,064 | 1,064,307 | 7,620,603 | | Patrick J. Haley | Base Salary | 795,600 | 530,400 | — | | | Bonus | 397,800 | 265,200 | — | | | Vesting Acceleration (4) | 7,293,135 | — | 7,293,135 | | | COBRA Payments | 93,068 | 62,045 | — | | | Outplacement Services | 30,000 | — | — | | Benefit Total | | 8,609,603 | 857,645 | 7,293,135 |

  128. Potential Payments Upon Termination or Change in Control Table

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

  129. Potential Payments Upon Termination or Change in Control Table

    | Name | Benefit | Change in Control and Severance Benefit Plan | | Equity Plans | | | | Involuntary Termination Without Cause or Constructive Termination in Connection with a Change in Control ($)(1) | Involuntary Termination Without Cause or Constructive Termination Not in Connection with a Change in Control ($)(2) | Certain Change in Control Transactions without Termination ($)(3) | | Jeffrey J. Hessekiel, J.D. | Base Salary | 905,399 | 603,599 | — | | | Bonus | 452,699 | 301,800 | — | | | Vesting Acceleration (4) | 6,737,953 | — | 6,737,953 | | | COBRA Payments | 53,300 | 35,533 | — | | | Outplacement Services | 30,000 | — | — | | Benefit Total | | 8,179,351 | 940,932 | 6,737,953 | | Peter Lamb, Ph.D. | Base Salary | 847,544 | 565,029 | — | | | Bonus | 423,772 | 282,515 | — | | | Vesting Acceleration (4) | 6,683,497 | — | 6,683,497 | | | COBRA Payments | 20,272 | 13,514 | — | | | Outplacement Services | 30,000 | — | — | | Benefit Total | | 8,005,085 | 861,058 | 6,683,497 | | Gisela M. Schwab, M.D.(5) | Base Salary | — | — | — | | | Bonus | — | — | — | | | Vesting Acceleration (4) | — | — | — | | | COBRA Payments | — | — | — | | | Outplacement Services | — | — | — | | Benefit Total | | — | — | — |

  130. 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 involuntary termination without cause or constructive termination occurred during a period starting one month prior to and ending 13 months following the change in control. 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. |

  131. 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 involuntary termination without cause occurred more than one month before the change in control or if the involuntary termination without cause or a constructive termination occurred more than 13 months following the change in control. |

  132. Potential Payments Upon Termination or Change in Control Table

    | (3) These benefits would be payable under the 2014 Plan and/or the 2017 Plan if either (i) a successor corporation does not assume outstanding stock awards in a change in control transaction or (ii) a person, entity or group acquires beneficial ownership of more than 50% of our combined voting power, and, in each case, the Named Executive Officers do not terminate employment in connection with such a transaction or event. |

  133. Potential Payments Upon Termination or Change in Control Table

    | In addition, if a successor corporation does assume outstanding stock awards in a change in control transaction and the Named Executive Officers do not terminate employment in connection with such a transaction, then each Named Executive Officer’s then-outstanding PSUs will be revised in a manner as though the target number of shares subject to such PSUs had been subject solely to a time-based vesting schedule pursuant to which one third of the target number of shares subject to such PSUs (and for the PSUs granted during fiscal 2020, one fourth) would have vested on each of the first three anniversaries (and for the PSUs granted during fiscal 2020, each of the first four anniversaries) of the date the PSUs were granted, subject to the Named Executive Officer’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 2021, the vesting acceleration benefit for each Named Executive Officer would be $0 because the first anniversary of the grant date will not yet have occurred as of December 31, 2021. With respect to PSU awards granted during fiscal 2018 and fiscal 2019, the vesting acceleration benefit for each Named Executive Officer would be |

  134. Potential Payments Upon Termination or Change in Control Table

    | $0, because the performance criteria for such PSUs at or above the target level had already been certified as of December 31, 2021. With respect to PSU awards granted during fiscal 2020, the vesting acceleration benefit for each Named Executive Officer would be as follows: |

  135. Potential Payments Upon Termination or Change in Control Table

    | Name | Vesting Acceleration Benefit for Outstanding PSUs Granted in 2020 ($) | | Michael M. Morrissey, Ph.D. | 1,288,758 | | Christopher J. Senner | 446,489 | | Patrick J. Haley | 396,895 | | Jeffrey J. Hessekiel, J.D. | 396,895 | | Peter Lamb, Ph.D. | 396,895 | | Gisela M. Schwab, M.D. (5) | 0 |

  136. Potential Payments Upon Termination or Change in Control Table

    | (4) Assumes that the triggering event occurred on December 31, 2021, the last business day of our last fiscal year, when the closing sale price per share of our common stock was $18.28. 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 $18.28 over the relevant exercise price of the option, multiplied by (B) the number of shares underlying unvested options at such exercise price as of December 31, 2021; and (ii) aggregating for all accelerated RSUs and PSUs, the amount equal to (X) $18.28 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. |

  137. Potential Payments Upon Termination or Change in Control Table

    | (5) At December 31, 2021, Dr. Schwab was no longer employed by the Company and a change in control would not impact any benefits her estate may hold, as described in “Compensation Discussion and Analysis—Passing of Gisela M. Schwab” above. |

  138. Potential Payments Upon Termination or Change in Control Table

    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, except for our Chief Executive Officer, both calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K (CEO Pay Ratio). In order to determine the median of the annual total compensation of all of our employees, we were required to identify the “median employee” of our workforce, without regard to his or her location or employment status (full-time or part-time). The applicable SEC rules require us to identify a median employee only once every three years, as long as there have been no material changes in our employee population or employee compensation arrangements that we believe would significantly impact the calculation of our CEO Pay Ratio. However, because there was a significant increase in our employee population between October 2020 and October 2021, when we identified our median employee to calculate our CEO Pay Ratio for fiscal 2020, and October 2021, we decided to identify a new median employee for purposes of calculating our CEO Pay Ratio for fiscal 2021. Consistent with the process we adopted for prior fiscal years, to determine the median of the annual total compensation of all of our employees, except for our Chief Executive Officer, we used the following methodology:

  139. Potential Payments Upon Termination or Change in Control Table

    | ›› | 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, 2021. |

  140. Potential Payments Upon Termination or Change in Control Table

    | ›› | To identify the median employee with respect to annual total compensation of all of our employees, we calculated each employee’s “target total direct compensation,” which consists of: (i) fiscal 2021 base salary (using a reasonable estimate of the hours worked and overtime actually paid during fiscal 2021 for hourly employees); (ii) target cash bonus; and (iii) the grant date fair value of any equity awards granted during fiscal 2021 (using the same methodology that we use for estimating the value of the equity awards granted to our Named Executive Officers and reported in our Summary Compensation Table). |

  141. Potential Payments Upon Termination or Change in Control 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 2021. |

  142. Potential Payments Upon Termination or Change in Control Table

    Compensation of Executive Officers | CEO Pay Ratio 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 2021, the median of the annual total compensation of our employees (other than our Chief Executive Officer) was $283,758 and the annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table included in this Proxy Statement, was $7,530,431. Based on this information, our CEO Pay Ratio for fiscal 2021 was 27 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. 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 2021 in making compensation decisions. 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 December 31, 2021. Compensation Committee: Charles Cohen, Chair Vincent T. Marchesi Julie A. Smith Lance Willsey COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION During 2021, the Compensation Committee comprised Drs. Cohen, Marchesi and Willsey and Ms. Smith. None of the members of the Compensation Committee during 2021 has at any time been an officer or employee of Exelixis, except that Dr. Cohen served as our acting Chief Scientific Officer from December 1995 to April 1997, and was named an officer of one of our former subsidiaries from 2001 through March 2005, for which he did not receive any compensation. No interlocking relationship exists between the Board or Compensation Committee and the board of directors or compensation committee of any other company, nor has any interlocking relationship existed in the past. DELINQUENT SECTION 16(a) REPORTS Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers and persons who own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities of Exelixis. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 31, 2021, all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with, except as follows: (a) a Form 4 relating to a transaction by Lance Willsey, director, in which 90,000 shares of our common stock were sold in three transactions beginning on February 16, 2021, was not timely filed (a Form 4 reporting the transaction was subsequently filed on February 24, 2021); (b) a Form 4 relating to a transaction by Maria Freire, director, in which 8,275 shares of our common stock were sold on May 11, 2021, was not timely filed (a Form 4 reporting the transaction was subsequently filed on May 17, 2021); and (c) three Forms 5 relating to transactions by Charles Cohen, director, in which 13,845 shares of our common stock were given collectively to his three children in nine transactions (1,699 shares given to each child on December 12, 2019, 1,513 shares given to each child on January 17, 2020, and 1,403 shares given to each child on January 5, 2021), were not timely filed (such transactions were reported on Forms 5 subsequently filed on April 13, 2022). Certain Relationships and Related Party Transactions CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS The Board recognizes that related party transactions can present a heightened risk of potential or actual conflicts of interests. The Board adopted a written Statement of Policy with respect to Related Person Transactions entered into with related parties. Under this policy, the Audit Committee has been tasked with responsibility to review and approve related party transactions. The policy provides that management shall present related party transactions to the Audit Committee for approval. The policy does not prevent management from entering into any related party transaction without prior approval of the Audit Committee, so long as such related party transaction is thereafter presented to the Audit Committee for ratification. If ratification is not forthcoming, then management shall make all reasonable efforts to cancel or annul such transaction. Under the policy, a “related party” includes: any senior officer (including each executive officer or officer subject to Section 16 of the Exchange Act) or director of Exelixis; a person who is an immediate family member of a senior officer, director or director nominee; a security holder who is known to own of record or beneficially more than 5% percent of any class of our securities; a person who is an immediate family member of such security holder; or an entity which is owned or controlled by one of the aforementioned persons, or an entity in which one of the aforementioned persons has a substantial ownership interest in or control over such entity. All related party transactions shall be disclosed in our applicable filings with the SEC as required under SEC rules. There were no related party transactions reportable under the SEC rules during fiscal 2021, other than as follows: During 2021, BlackRock, Inc. (BlackRock), a global provider of investment, advisory and risk management solutions and a greater than 5% holder of our common stock, managed a portion of our cash and investments portfolio. As of December 31, 2021 and January 1, 2021, respectively, the fair value of cash and investments managed by BlackRock was $683.3 million and $574.6 million, which included $14.5 million and $10.3 million and invested in the BlackRock Liquidity Money Market Fund. We incurred $0.3 million in fees for BlackRock advisory services performed during the year ended December 31, 2021. HOUSEHOLDING OF PROXY MATERIALS

  143. Potential Payments Upon Termination or Change in Control Table

    The SEC has adopted rules that permit companies and intermediaries (e.g., brokers, banks and other fiduciaries) to satisfy the delivery requirements for Notices of Internet Availability of Proxy Materials or other Annual Meeting materials with respect to two or more stockholders sharing the same address by delivering a single Notice or other Annual Meeting materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies. This year, a number of brokers with account holders who are our stockholders will be householding proxy materials. A single Notice will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate Notice, please notify your broker or direct your written request to Investor Relations, Exelixis, Inc., 1851 Harbor Bay Parkway, Alameda, California 94502 or contact Exelixis, Inc., Investor Relations at (650) 837-7000. Stockholders who currently receive multiple copies of the Notice at their address and would like to request householding of their communications should contact their broker. ANNUAL REPORT ON FORM 10-K A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, including the consolidated financial statements, schedules and list of exhibits, and any particular exhibit specifically requested, is available without charge upon written request to: Investor Relations, Exelixis, Inc., 1851 Harbor Bay Parkway, Alameda, California 94502. OTHER MATTERS The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment. By Order of the Board of Directors JEFFREY J. HESSEKIEL Executive Vice President, General Counsel and Secretary Alameda, California April 14, 2022 APPENDIX A EXELIXIS, INC.