DEF 14A of Innoviva, Inc., Apr 29, 2024

DEF 14A of Innoviva, Inc.

Filed Apr 29, 2024 · FY20230001193125-24-122923

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors currently consists of six directors. The six nominees for election to the Board of Directors at the Annual Meeting, and their ages as of the Record Date, their positions and offices held with the Company and certain biographical information are set forth below. Your proxy cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. The Board of Directors unanimously recommends that you vote “FOR” all of the Board of Directors’ nominees. Each director to be elected will hold office until the next annual meeting of stockholders, or until the director’s death, resignation or removal or until they are replaced. All of the nominees listed below are currently directors of the Company and their nomination has been recommended by the Nominating/Corporate Governance Committee and approved by the Board of Directors. It is our policy to encourage nominees for director to attend the Annual Meeting. Five of our six directors serving as of our 2023 annual meeting attended the meeting. All of the nominees named in this Proxy Statement have been nominated by our Board of Directors to be elected by holders of our Common Stock and each person nominated for election has agreed to serve if elected. We are not aware of any reason why any nominee would be unable to serve as a director. If a nominee for election is unable to serve, the shares represented by all valid proxies will be voted for the election of any other person that our Board of Directors may nominate as a substitute.

  2. NOMINEES

    NOMINEES

  3. NOMINEES

    | Name | Age | Positions and Offices Held With the Company | | Mark A. DiPaolo, Esq. | 53 | Director | | Jules Haimovitz | 73 | Director | | Odysseas D. Kostas, M.D. | 49 | Director | | Sarah J. Schlesinger, M.D. | 64 | Director | | Sapna Srivastava, Ph.D. | 53 | Director | | Derek Small | 48 | Director |

  4. NOMINEES

    We have determined that each of these director nominees (“nominated Director”) possesses the requisite communication skills, personal integrity, business judgment, ability to make independent analytical inquiries, and willingness to devote adequate time and effort necessary to serve as an effective member of the Board of Directors. Other specific experiences, qualifications, attributes or skills of nominees that contributed to our conclusion that the nominees should serve as directors are noted below.

  5. Nominated Directors

    Nominated Directors Mark A. DiPaolo, Esq. has served as a member of our Board of Directors since February 2018 and Chairperson of our Board of Directors since May 2023. Mr. DiPaolo was the chair of the Integration Committee of the Board of Directors (the “Integration Committee”) prior to the committee being disbanded in July 2023. Mr. DiPaolo has been a Senior Partner and the General Counsel of Sarissa Capital Management LP, a registered investment advisor, since May 2013. Sarissa Capital Management LP focuses on improving the strategies of companies to enhance shareholder value. From 2005 - 2013, Mr. DiPaolo served as a senior member of Icahn Capital’s investment team, working on all aspects of Carl Icahn’s activist investment strategy. Prior to working with Icahn Capital, Mr. DiPaolo was an attorney with Willkie Farr & Gallagher LLP. Mr. DiPaolo currently serves as a member on the board of directors of Amarin Corporation plc, since February 2023. From August 2017 to September 2018, Mr. DiPaolo previously served as a member of the board of directors of Novelion Therapeutics, Inc., a publicly traded biopharmaceutical company. Mr. DiPaolo received his B.A. degree from Fordham University and his J.D. degree from Georgetown University. Mr. DiPaolo’s substantial experience in operations, transactions, law and corporate governance and knowledge of our field contributed to our conclusion that he should serve as a director. Jules Haimovitz has served as a member of our Board of Directors since February 2018 and is currently the chair of the Audit Committee of the Board of Directors (the “Audit Committee”), a member of the Compensation Committee of the Board of Directors (the “Compensation Committee”) and a member of the Nominating/Corporate Governance Committee of the Board of Directors (“the Nominating/Corporate Governance Committee”). Mr. Haimovitz was also a member of the Integration Committee prior to the committee being disbanded in July 2023. Mr. Haimovitz is currently President of Haimovitz Consulting, Inc. and the board of directors of Armata Pharmaceuticals, Inc., where he previously served in the role as Chairman until March 2023 and a member of its compensation committee. He previously served as a member of the board of directors of Ariad Pharmaceuticals, where he was also a member of its audit committee; Blucora, Inc., where he was also chairperson of its compensation committee and a member of its audit committee; Dial Global, Inc., where he was also member of its audit committee; and Imclone Pharmaceuticals, where he served as chairperson of its audit committee. Mr. Haimovitz has also served as Chief Executive Officer or Chief Operating Officer of the following companies: Spelling Entertainment, Inc., King World Productions and VJN, Inc. Mr. Haimovitz holds a B.S. and M.A. degree in Mathematics from Brooklyn College. Mr. Haimovitz has demonstrated leadership in his field, his knowledge of financial and financing matters and his prior board service contributed to our conclusion that he should serve as a director. Odysseas D. Kostas, M.D. has served as a member of our Board of Directors since December 2017. He is a Partner and Senior Managing Director at Sarissa Capital Management LP, which he joined in 2016. Sarissa Capital Management LP focuses on improving the strategies of companies to enhance shareholder value. From 2011-2015, Dr. Kostas was at Evercore ISI covering the biotechnology and pharmaceutical industries, most recently as a Director. Prior to joining Evercore, Dr. Kostas was a Consultant and Senior Associate Analyst at Sanford C. Bernstein and Co., Inc. Previously, he practiced internal medicine as part of the Yale New Haven Health system and was engaged as a consultant to various biotechnology companies. Dr. Kostas currently serves on the board of directors of Armata Pharmaceuticals, Inc., Amarin Corporation plc. and previously served on the board of directors of Enzon Pharmaceuticals, Inc. Dr. Kostas holds a BS from Massachusetts Institute of Technology (MIT) and a M.D. from University of Texas Southwestern Medical School. Dr. Kostas has demonstrated leadership in his field, his knowledge of our industry and experience in our industry contributed to our conclusion that he should serve as a director. Sarah J. Schlesinger, M.D. has served as a member of our Board of Directors since February 2018 and as the lead independent director since May 2023. Dr. Schlesinger is currently the chair of the Nominating/Corporate Governance Committee, a member of the Compensation Committee and a member of the Audit Committee. Dr. Schlesinger is an Associate Professor of Clinical Investigation at Rockefeller University and Senior Attending Physician at Rockefeller University Hospital. Dr. Schlesinger led the Dendritic Cell section of the Division of Retrovirology at the Walter Reed Army Institute of Research and was also a member of the Division of Infectious and Parasitic Disease Pathology at the Armed Forces Institute of Pathology from 1994 to 2002. In 2002, Dr. Schlesinger rejoined Rockefeller University and began working with the International AIDS Vaccine Initiative as a Scientist in Vaccine Research and Design. Dr. Schlesinger has been a member of Rockefeller University Hospital’s Institutional Review Board (“IRB”) (Ethics Committee) since 2003 and previously served as IRB’s vice-chairperson. In 2017, she assumed the position of chairperson of the IRB. She is currently the director of the education and training programs at Rockefeller University Center for Clinical and Translational Science and serves on the Medical Staff Executive Committee of Rockefeller University Hospital. Dr. Schlesinger currently serves on the board of directors of Armata Pharmaceuticals, Inc., where she is chair of the nominating and governance committee and a member of the compensation committee, and the board of three non-profit organizations: the AIDS Vaccines Advocacy Coalition, Global Viral and The Hastings Center, the pre-eminent center for the study of bioethics. Dr. Schlesinger served as an independent corporate director of Ariad Pharmaceuticals from 2013 until its sale to Takeda Pharmaceutical Company Limited in 2017 and of The Medicines Company from 2018 until its sale to Novartis AG in 2020. Dr. Schlesinger has a B.A. from Wellesley College and a M.D. from Rush Medical College in Chicago, Illinois. Dr. Schlesinger has demonstrated leadership in her field and her substantial knowledge of our industry contributed to our conclusion that she should serve as a director.

  6. Nominated Directors

    Sapna Srivastava, Ph.D. has served as a member of our Board of Directors since January 2023 and is currently the chair of the Compensation Committee. Dr. Srivastava is an experienced senior executive within the biopharmaceutical industry. Dr. Srivastava was the chief financial and strategy officer for Abide Therapeutics (acquired by Lundbeck), and prior to that, was chief financial and strategy officer for Intellia Therapeutics. She played an integral role in helping build Intellia’s financial operations and strategic direction. She also held an advisory role at eGenesis Bio as interim chief financial officer to support the company’s financial and strategic planning. Prior to her industry experience, she spent nearly 15 years as a stock analyst for the biotechnology sector, including as the senior analyst and team leader of the biotechnology group at Goldman Sachs; a senior biotechnology analyst at Morgan Stanley and ThinkEquity Partners; and as a research associate at JP Morgan. Dr. Srivastava currently serves as a member on the board of directors of Nuvalent, Inc., since 2021, where she is chair of the audit committee; Aura Biosciences, Inc., since 2021, where she is chair of the audit committee; Tourmaline Bio, Inc., since 2023, where she is chair of the audit committee and a member of the nominating and governance committee; and the non-profit organization Trickle Up, since 2013, where she serves on the nominating and governance committee. Dr. Srivastava previously also served as a board member for Talaris Therapeutics, Inc., from 2021 until its merger with Tourmaline Bio, Inc. in 2023, where she was chair of the audit committee; Social Capital Suvretta Holdings Corp. II, since 2021, where she was chair of the audit committee; and for several other therapeutic focused biotechnology companies and nonprofits. Dr. Srivastava holds a Ph.D. from New York University School of Medicine and a B.Sc. from St. Xavier’s College, University of Bombay. Dr. Srivastava has demonstrated leadership in her field and her substantial knowledge and experience in our industry contributed to our conclusion that she should serve as a director. Derek Small has served as a member of our Board of Directors since April 2024. He is a Managing Director at Luson Bioventures, a biopharmaceutical venture creation firm, which he founded in 2007. Mr. Small has served as Chief Executive Officer or Chairman of seven of Luson Bioventures’s new ventures, and he is currently Co-founder, Chairman, and Chief Executive Officer of Monument Biosciences, and Co-founder and Executive Chairman of Gate Neurosciences; both are privately held portfolio new venture creations of Luson Bioventures. Previously, Mr. Small co-founded an infectious disease and GI focused company called Assembly Biosciences (Nasdaq: ASMB), serving as President and Chief Executive Officer through 2019, and continued on the board of directors of Assembly Biosciences until 2020. During this time, Mr. Small also served as founder and Chief Executive Officer of Assembly China, which developed and commercialized Assembly China’s novel Hepatitis B therapies in Asia. From 2008 to 2014, Mr. Small served as a founding director, President and Chief Executive Officer of Naurex, Inc., a privately held company developing novel therapies for central nervous system and psychiatry disorders. In 2014, Naurex’s clinical assets were acquired by Allergan. Naurex Inc.’s preclinical programs formed the basis for a spinout company, Aptinyx, Inc. (Nasdaq: APTX). From 2008 to 2012, Mr. Small served as a founding director, President and Chief Executive Officer of privately held biotechnology company Coferon, Inc., which is developing a novel self-assembling chemistry platform with transformative potential. Mr. Small currently serves on the board of directors for Biocrossroads, a non-profit life sciences organization, and other private companies, and serves as an advisor to multiple academic institutions. Mr. Small received a B.S. degree in business from Franklin College and studied global business at Harlaxton College in England. Mr. Small has demonstrated leadership in his field, his knowledge of our industry and experience in our industry contributed to our conclusion that he should serve as a director.

  7. Former Directors Not on the Slate for Nomination

    Former Directors Not on the Slate for Nomination Deborah L. Birx, M.D. served as a member of our Board of Directors from March 2021 until July 2023 when she left to become the Chief Executive Officer of Armata Pharmaceuticals, Inc. At the time of her departure from the Board of Directors, Dr. Birx served as chair of the Audit Committee, a member of the Integration Committee, and a member of the Nominating/Corporate Governance Committee. George W. Bickerstaff, III served as a member of our Board of Directors from December 2017 until May 2023. At the time of his departure from the Board of Directors, Mr. Bickerstaff served as Chairperson of our Board of Directors, chair of the Audit Committee and as a member of the Compensation Committee.

  8. Required Vote for Proposal 1

    Required Vote for Proposal 1 The affirmative vote of a majority of the votes cast at the Annual Meeting is required for the election of each of the director nominees. You may vote “FOR” or “AGAINST” on each of the nominees for election as director. Shares represented by signed proxy cards will be voted on Proposal 1 “FOR” the election of Messrs. DiPaolo, Small and Haimovitz and Drs. Kostas, Schlesinger and Srivastava to the Board of Directors at the Annual Meeting, unless otherwise marked on the card. Pursuant to our Amended and Restated Bylaws, a majority of votes cast means that the number of votes cast “FOR” a director’s election must exceed fifty percent (50%) of the number of votes cast with respect to that director’s election. For this purpose, votes cast shall exclude abstentions and broker non-votes. A broker non-vote with respect to the election of a director will not be voted with respect to such director, although it will be counted for purposes of determining whether there is a quorum. Pursuant to our Corporate Governance Guidelines, as amended, each of Messrs. DiPaolo, Small, and Haimovitz and Drs. Kostas, Schlesinger, and Srivastava have tendered an irrevocable, conditional resignation that will be effective only upon both (i) the failure of such director to receive the required vote at the Annual Meeting for reelection and (ii) our board of directors’ acceptance of such resignation. If any of the director nominees fail to receive the required vote for reelection, the Nominating/Corporate Governance Committee will act on an expedited basis to determine whether to accept such director’s resignation, and it will submit its recommendation for prompt consideration by our Board of Directors. The Nominating/Corporate Governance Committee and the Board of Directors may consider any factors they deem relevant in deciding whether to accept a director’s resignation. See “Election of Directors - Majority Voting Bylaw” below for more information.

  9. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS

    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE COMPANY’S NOMINEES.

  10. INDEPENDENCE OF THE BOARD OF DIRECTORS

    INDEPENDENCE OF THE BOARD OF DIRECTORS As required under the listing standards of The Nasdaq Global Market (“Nasdaq”), a majority of the members of a Nasdaq-listed company’s board of directors must qualify as “independent,” as affirmatively determined by its board of directors. Our Board of Directors consults with counsel to ensure that the Board of Directors’ determinations are consistent with all relevant laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time. Management and counsel have reviewed the directors’ responses to a questionnaire asking about their transactions, relationships and arrangements with the Company (and those of their immediate family members) and other potential conflicts of interest. Other than as set forth in this Proxy Statement, these questionnaires did not disclose any transactions, relationships or arrangements that question the independence of our directors. After reviewing this information, our Board of Directors affirmatively determined that each of Messrs. Haimovitz and Small and Drs. Schlesinger and Srivastava are independent directors within the meaning of the applicable Nasdaq listing standards.

  11. ELECTION OF DIRECTORS - MAJORITY VOTING BYLAW

    ELECTION OF DIRECTORS - MAJORITY VOTING BYLAW Our Bylaws contain a majority voting standard in uncontested elections of directors. The majority voting standard provides that a director shall be elected to the Board of Directors by the vote of the majority of the votes cast at any meeting for the election of directors at which a quorum is present. Under such a “majority voting standard,” the number of votes cast “For” the election of a nominee must exceed fifty percent (50%) of the number of votes cast with respect to that nominee’s election. Under a majority voting standard, abstentions and broker non-votes would not be counted as votes cast either “For” or “Against” a director’s election and will thus have no effect in determining whether the requisite vote had been obtained. However, in the event of a contested election of directors, directors shall be elected by the vote of a plurality of the votes cast at any meeting held for the election of directors at which a quorum is present. A contested election means any election of directors for which the Secretary of the Company determined that the number of nominees for director exceeds the number of directors to be elected as of the date seven days prior to the scheduled mailing date of the proxy statement for such meeting. In a contested election, stockholders shall not be permitted to vote against any nominee. Pursuant to our Corporate Governance Guidelines, as amended, the Board of Directors shall nominate for election or reelection as director only candidates who have tendered, in advance of such nomination, an irrevocable, conditional resignation that will be effective only upon both (i) the failure to receive the required vote at the next stockholders’ meeting at which such person faces reelection and (ii) the Board of Directors’ acceptance of such resignation. In addition, the Board of Directors shall fill director vacancies and new directorships only with candidates who agree to tender, promptly following their appointment to the Board of Directors, the same form of resignation tendered by other directors in accordance with our Corporate Governance Guidelines, as amended. Under the Corporate Governance Guidelines, as amended, if an incumbent director fails to receive the required vote for reelection, the Nominating/Corporate Governance Committee will act on an expedited basis to determine whether to recommend that the Board of Directors accept such director’s irrevocable, conditional resignation, and the Nominating/Corporate Governance Committee shall submit such recommendation for prompt consideration by the Board of Directors. The Board of Directors shall decide whether to accept such resignation and shall promptly disclose and explain its decision in a Current Report on Form 8-K (or successor form) filed with the SEC within ninety (90) days after the date the results of the relevant election are certified by the inspector of elections. An incumbent director whose resignation is under consideration shall abstain from participating in the Nominating/Corporate Governance Committee’s deliberations and recommendation regarding such resignation as well as the Board of Directors’ deliberations and its decision regarding such resignation. The Nominating/Corporate Governance Committee may consider any factors it deems relevant in deciding whether to recommend that the Board of Directors accept a director’s resignation. In deciding whether to accept a director’s resignation, the Board of Directors shall consider the recommendation of the Nominating/Corporate Governance Committee, the factors considered by the Nominating/Corporate Governance Committee and any additional information and factors that the Board of Directors believes to be relevant. If the incumbent director’s resignation is not accepted by the Board of Directors, he or she shall continue to serve until his or her successor is elected and qualified, or until sooner displaced. If the Board of Directors accepts such an incumbent director’s resignation or if a nominee who failed to receive the required vote is not an incumbent director, the Board of Directors may fill the resulting vacancy or decrease the size of the Board of Directors in accordance with the Company’s Bylaws.

  12. INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES As required under Nasdaq listing standards, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present. The Chairperson of the Board of Directors typically presides over these executive sessions. The Board of Directors has an Audit Committee, a Compensation Committee, a Nominating/Corporate Governance Committee and an Integration Committee. The following table provides membership for and meeting information for each of the Board of Directors’ committees during 2023:

  13. INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES

    | Director | Audit | Compensation | Nominating/ Corporate Governance | Integration | | Mark A. DiPaolo, Esq. | | | | X | | Jules Haimovitz | X | X | X | X | | Odysseas D. Kostas, M.D. | | | | | | Sarah J. Schlesinger, M.D. | X | X | X | | | Sapna Srivastava, Ph.D. | | X | | | | Deborah L. Birx, M.D. | X | | X | X | | George W. Bickerstaff, III | X | X | | | | Total meetings in fiscal year 2023 | 6 | 5 | 6 | 3 |

  14. INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES

    The following table provides membership information for each of the Board of Directors’ committees as of the Record Date:

  15. INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES

    | Director | Audit | Compensation | Nominating/ Corporate Governance | | Mark A. DiPaolo, Esq. | | | | | Jules Haimovitz | X* | X | X | | Odysseas D. Kostas, M.D. | | | | | Sarah J. Schlesinger, M.D. | X | X | X* | | Sapna Srivastava, Ph.D. | | X* | |

  16. INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES

    | * Current Committee Chairperson |

  17. INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES

    Below is a description of each committee of the Board of Directors. The Board of Directors has determined that each member of the Audit Committee, the Compensation Committee, the Nominating/Corporate Governance Committee and the Integration Committee meets the applicable rules and regulations regarding “independence” and that each such member is free of any relationship that would interfere with his individual exercise of independent judgment with regard to the Company. Audit Committee The Audit Committee oversees our accounting practices, systems of internal controls, enterprise risk management and financial reporting processes. For this purpose, the Audit Committee performs several functions. The Audit Committee determines and approves the engagement of the independent auditors; determines whether to retain or terminate the existing independent auditors or to appoint and engage new independent auditors; reviews and approves all audit and permissible non-audit services provided by our independent auditors; confers with management and the independent auditors regarding the effectiveness of internal controls, financial reporting processes and disclosure controls; reviews our overall enterprise risk management framework, consults with management and the independent auditors regarding our policies governing financial risk management; reviews and discusses reports from the independent auditors on critical accounting policies used by us; establishes procedures, as required under applicable law, for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters; reviews and approves related-person transactions in accordance with our policies and procedures with respect to related-person transactions and applicable Nasdaq rules; reviews the financial statements to be included in our Annual Report on Form 10-K; and discusses with management and the independent auditors the results of the annual audit and the results of quarterly reviews and any significant changes in our accounting principles. In addition, following the execution of our strategic transaction with Sarissa Capital Management LP (“Sarissa Capital”) in December 2020, the Audit Committee assumed the responsibility to manage, on behalf of the Board of Directors, the relationship with Sarissa Capital. This includes the responsibility to make all decisions, and take all actions, under our agreements with Sarissa Capital. Our Audit Committee charter can be found on the corporate governance section of our corporate website at www.inva.com. The current members of the Audit Committee are Jules Haimovitz (Chairperson) and Sarah Schlesinger. The Audit Committee met 6 times during 2023. Prior to or promptly following the Annual Meeting, we expect the Board of Directors to appoint directors to the Audit Committee following the expiration of the current Audit Committee members’ terms. Derek Small who joined the Board of Directors in April 2024 is expected to be appointed to the Audit Committee. The Board of Directors annually reviews the Nasdaq listing standards definition of independence for Audit Committee members and has determined that all current and prospective members of our Audit Committee are independent (as independence is currently defined in the Nasdaq listing standards). The Board of Directors has determined that Jules Haimovitz is an audit committee financial expert as defined by Item 407(d) of Regulation S-K. The Board of Directors made a qualitative assessment of Mr. Haimovitz’s level of knowledge and experience based on a number of factors, including his educational and professional backgrounds and experiences. Compensation Committee The Compensation Committee reviews and approves our overall compensation strategy and policies. Specifically, the Compensation Committee reviews and approves corporate performance goals and objectives relevant to the compensation of our executive officers and other senior management; reviews and approves the compensation and other terms of employment of our principal executive officer and other executive officers; approves the individual bonus programs in effect for the principal executive officer, other executive officers and key employees for each fiscal year; recommends to the Board of Directors the compensation of the directors; recommends to the Board of Directors the adoption or amendment of equity and cash incentive plans and approves the adoption of and amendments to these plans; grants stock options and other equity awards; administers our equity incentive plans and similar programs; monitors application of stock ownership guidelines; and administers, concurrently with the Board of Directors, the executive officer recoupment policy. A more detailed description of the Compensation Committee’s functions can be found in the Compensation Committee’s charter, which is published in the corporate governance section of our website at www.inva.com. The current members of the Compensation Committee are Sapna Srivastava, Ph.D. (Chairperson), Jules Haimovitz and Sarah J. Schlesinger, M.D. All current members of the Compensation Committee are independent (as independence is defined for board members in the Nasdaq listing standards and as independence is defined for compensation committee members in the Nasdaq listing standards). Prior to or promptly following the Annual Meeting, we expect the Board of Directors to appoint directors to the Compensation Committee following the expiration of the current Compensation Committee members’ terms. The Compensation Committee met 5 times during 2023. Our Chief Executive Officer does not participate in the determination of his own compensation or the compensation of directors. However, he may make recommendations to the Compensation Committee regarding the amount and form of the compensation of the other executive officers and key employees and may participate in the Compensation Committee deliberations about their compensation. No other executive officers participate in the determination of the amount or form of the compensation of executive officers or directors. Nominating/Corporate Governance Committee The Nominating/Corporate Governance Committee is responsible for identifying, reviewing and evaluating candidates to serve as directors of the Company (consistent with criteria approved by the Board of Directors), evaluating and making recommendations to the Board of Directors concerning stockholder nominees for election as directors, reviewing and evaluating incumbent directors, recommending to the Board of Directors for selection candidates for election to the Board of Directors, making recommendations to the Board of Directors regarding the membership of the committees of the Board of Directors, assessing the performance of the Board of Directors and advising the Board of Directors on corporate governance principles for the Company. Our Nominating/Corporate Governance Committee charter can be found on the corporate governance section of our corporate website at www.inva.com. The current members of the Nominating/Corporate Governance Committee are Sarah J. Schlesinger, M.D. (Chairperson) and Jules Haimovitz. Prior to or promptly following the Annual Meeting, we expect the Board of Directors to appoint directors to the Nominating/Corporate Governance Committee following the expiration of the current Nominating/Corporate Governance Committee members’ terms. All current members of the Nominating/Corporate Governance Committee are independent (as independence is currently defined in the Nasdaq listing standards). The Nominating/Corporate Governance Committee met 6 times during 2023.

  18. INFORMATION REGARDING THE BOARD OF DIRECTORS AND ITS COMMITTEES

    Our Nominating/Corporate Governance Committee believes that candidates for director should have certain minimum qualifications, including being able to read and understand basic financial statements and having the highest personal integrity and ethics. The Nominating/Corporate Governance Committee also considers such factors as having relevant expertise upon which to be able to offer advice and guidance to management, sufficient time to devote to our affairs, demonstrated excellence in his or her field, the ability to exercise sound business judgment and the commitment to rigorously represent the long-term interests of our stockholders. However, the Nominating/Corporate Governance Committee retains the right to modify these qualifications from time to time. Candidates for director nominees are reviewed in the context of the current composition of our Board of Directors, our operating requirements and the long-term interests of our stockholders. While we do not have a formal policy on diversity, we are compliant with Nasdaq Rule 5605(f), which governs board diversity, and our Nominating/Corporate Governance Committee considers diversity as one of the factors it considers in conducting its assessment of director nominees, along with such other factors as it deems appropriate given the then current needs of the Board of Directors and the Company, to maintain a balance of knowledge, experience and capability. In the case of incumbent directors, our Nominating/Corporate Governance Committee reviews such directors’ overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair such directors’ independence. In the case of new director candidates, the Nominating/Corporate Governance Committee also determines whether the nominee must be independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating/Corporate Governance Committee uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating/Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board of Directors. The Nominating/Corporate Governance Committee meets to discuss and consider such candidates’ qualifications and then selects a nominee for recommendation to the Board of Directors by majority vote. The Nominating/Corporate Governance Committee will consider director candidates recommended by stockholders and evaluate them using the same criteria as candidates identified by the Board of Directors or the Nominating/Corporate Governance Committee for consideration. If a stockholder of the Company wishes to recommend a director candidate for consideration by the Nominating/Corporate Governance Committee, the stockholder recommendation should be delivered to the Corporate Secretary of the Company at the principal executive offices of the Company and must include information regarding the candidate and the stockholder making the recommendation as required by the Stockholder - Director Communications Policy. Our Stockholder - Director Communications Policy can be found in the corporate governance section of our website at www.inva.com. Integration Committee The Integration Committee disbanded in July 2023 after it was determined by the Board of Directors that it had fulfilled its mandate as the integration of Entasis Therapeutics Holdings Inc. and La Jolla Pharmaceutical Company was substantially complete. The Integration Committee was responsible for overseeing all aspects of the Company’s integration efforts following the acquisitions of Entasis Therapeutics Holdings Inc. and La Jolla Pharmaceutical Company, including the corporate structure, hiring needs, manufacturing and commercial considerations, and regulatory matters. The Integration Committee reported to the Board of Directors regularly. While the Integration Committee was able to make recommendations to the Board of Directors (or a standing committee of the Board of Directors, to the extent applicable), the Integration Committee did not have authority to make decisions on behalf of the Board of Directors or bind the Company. During 2023, the members of the Integration Committee were Mark DiPaolo, Esq. (Chairperson), Deborah L. Birx, M.D. and Jules Haimovitz. The Integration Committee met 3 times during 2023.

  19. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our non-employee directors receive both cash and equity compensation for services provided as a director. Equity compensation is structured as periodic grants under a program implemented under our 2012 Equity Incentive Plan (“2012 Incentive Plan”), which are non-discretionary. During 2023, the Compensation Committee retained Compensia, a compensation consulting firm, as its independent compensation consultant to provide analyses and recommendations with respect to our director compensation programs. The Compensation Committee considered Compensia’s recommendations in setting 2023 director compensation and discussed the final director compensation arrangements with Compensia to ensure that the package was in-line with market norms and consistent with our overall compensation philosophy. For additional information regarding the Compensation Committee’s engagement of Compensia, please see the section titled “Compensation Discussion and Analysis” beginning on page 28. Cash Compensation. Each member of our Board of Directors who is not an employee was paid the following retainers for Board of Directors and committee service in 2023:

  20. DIRECTOR COMPENSATION

    | • | $50,000 annual retainer for service as a member of our Board of Directors; |

  21. DIRECTOR COMPENSATION

    | • | an additional $50,000 annual retainer for service as the chairperson of our Board of Directors; |

  22. DIRECTOR COMPENSATION

    | • | $10,000 annual retainer for service as a member of our Audit Committee; |

  23. DIRECTOR COMPENSATION

    | • | an additional $35,000 annual retainer for service as the chairperson of our Audit Committee; |

  24. DIRECTOR COMPENSATION

    | • | $10,000 annual retainer for service as a member of our Compensation Committee; |

  25. DIRECTOR COMPENSATION

    | • | an additional $25,000 annual retainer for service as the chairperson of our Compensation Committee; |

  26. DIRECTOR COMPENSATION

    | • | $5,000 annual retainer for service as a member of our Nominating/Corporate Governance Committee; |

  27. DIRECTOR COMPENSATION

    | • | an additional $15,000 annual retainer for service as the chairperson of our Nominating/Corporate Governance Committee; and |

  28. DIRECTOR COMPENSATION

    | • | a quarterly retainer of up to $10,000 (per board) for service as a member of the board and committee(s) of one or more of the Company’s direct or indirect affiliates or portfolio companies (the “Portfolio Retainer”). The actual amount of the Portfolio Retainer for each board will be based on whether and to what extent the director is undercompensated for such service. |

  29. DIRECTOR COMPENSATION

    The members of our Board of Directors are also eligible for reimbursement for their expenses incurred in attending Board of Directors’ meetings and other Company business matters in accordance with Company policy. Equity Compensation. Our non-employee directors receive the following initial equity awards upon joining our Board of Directors and annual equity awards in connection with each annual meeting of stockholders:

  30. DIRECTOR COMPENSATION

    | • | Annual Equity Awards - Upon the conclusion of each regular annual meeting of stockholders, each non-employee director who continues to serve as a member of the Board of Directors is automatically granted (i) a restricted stock unit (“RSU”) award covering a number of shares of our Common Stock equal to $225,000 divided by the closing price of a share of our Common Stock on the date of grant, rounded down to the nearest whole share and (ii) an option to purchase 10,000 shares of our Common Stock with a per-share exercise price equal to the closing price of a share of our Common Stock on the date of grant. Each annual RSU and option award vests on the sooner of the next annual stockholder meeting or the one year anniversary of the date of grant, subject to the director’s continuous service through such date. |

  31. DIRECTOR COMPENSATION

    | • | Initial Equity Awards - On the date of joining our Board of Directors, each new non-employee director is automatically granted a one-time initial RSU award covering a number of shares of our Common Stock equal to $125,000 divided by the closing price of a share of our Common Stock on the date of grant, rounded down to the nearest whole share. This initial RSU award vests in two equal annual installments over the director’s first two years of service. In addition, the new non-employee director also receives the annual equity award described above (if joining on the date of our annual meeting of stockholders) or a pro-rated annual equity award (if joining on any other date) that vests on the sooner of the next annual stockholder meeting or the one-year anniversary of the date of grant. The size of each pro-rated annual equity award is based on the number of whole months remaining until the anniversary of the prior year’s stockholders’ meeting. |

  32. DIRECTOR COMPENSATION

    All RSU and nonstatutory stock option awards granted to our non-employee directors pursuant to the grant program will vest in full if the Company is subject to a change in control, or the director dies or becomes disabled while in service, and the RSU awards will be settled in shares of our Common Stock on the vesting date. Additionally, all RSU awards granted to our non-employee directors pursuant to the grant program carry dividend equivalent rights to be credited with an amount equal to all cash dividends paid on the underlying shares of our Common Stock while unvested, which are paid in cash upon vesting. 2023 Director Compensation Table The following table sets forth all of the compensation awarded to, earned by, or paid to each person who served as a director during 2023.

  33. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Total ($) | | Odysseas D. Kostas, M.D.(4) | 50,000 | 224,992 | 56,188 | 331,180 | | Mark A. DiPaolo(4) | 115,411 | 224,992 | 56,188 | 396,591 | | Jules Haimovitz | 164,835 | 224,992 | 56,188 | 446,015 | | Sarah J. Schlesinger | 86,071 | 224,992 | 56,188 | 367,251 | | Sapna Srivastava, Ph.D.(5) | 71,250 | 406,225 | 69,635 | 547,110 | | George W. Bickerstaff, III(6) | 60,893 | — | — | 60,893 | | Deborah L. Birx, M.D.(7) | 100,054 | 224,992 | 56,188 | 381,234 |

  34. DIRECTOR COMPENSATION

    | (1) Includes the annual retainers earned or paid to each director. |

  35. DIRECTOR COMPENSATION

    | (2) The amounts in this column represent the aggregate grant date fair value of stock awards granted to the director during 2023 computed in accordance with FASB ASC Topic 718. See Note 10 of the notes to our consolidated financial statements in our Annual Report on Form 10-K filed with the SEC on February 29, 2024 for a discussion of all assumptions made by the Company in determining the grant date fair value of our equity awards. |

  36. DIRECTOR COMPENSATION

    | (3) The amounts in this column represent the aggregate grant date fair value of option awards granted to the director during 2023 computed in accordance with FASB ASC Topic 718. See Note 10 of the notes to our consolidated financial statements in our Annual Report on Form 10-K filed with the SEC on February 29, 2024 for a discussion of all assumptions made by the Company in determining the grant date fair value of our equity awards. |

  37. DIRECTOR COMPENSATION

    | (4) Cash compensation paid to Sarissa Capital. |

  38. DIRECTOR COMPENSATION

    | (5) Dr. Srivastava joined the board as of January 1, 2023. |

  39. DIRECTOR COMPENSATION

    | (6) Mr. Bickerstaff ceased serving on the board as of May 22, 2023. |

  40. DIRECTOR COMPENSATION

    | (7) Dr. Birx ceased serving on the board as of July 11, 2023. |

  41. Principal Elements of Compensation

    Annual Cash Incentive Compensation During 2023, Mr. Raifeld’s target bonus percentage increased as of May 1, 2023 by 10% as was required by his offer letter. The target bonuses for Mr. Basso and Dr. Koziel were included in their negotiated offer letters. Dr. Koziel was not eligible to receive an annual discretionary bonus given that her employment was ended prior to payment of annual bonuses, but was otherwise entitled to retain the retention and sign on bonuses provided for in her offer letter (as further described in the section titled Potential Payments Upon Termination or Change in Control). Mr. Edwards’ target bonus in respect of 2023 was in accordance with his existing compensation arrangement. The target bonuses for each of our named executive officers is set forth in the table below.

  42. Principal Elements of Compensation

    | Named Executive Officer | 2023 Target Bonus (as a % of Annual Base Salary) | | Pavel Raifeld | 80% | | Stephen Basso | 40% | | Marianne Zhen | 55% | | Margaret Koziel, M.D. | 40% | | Larry Edwards | 60% |

  43. Principal Elements of Compensation

    Mr. Raifeld and Mr. Basso’s bonuses were paid based on the Company’s achievements, reaching 97% of their 100% target. Ms. Zhen’s bonus was structured differently, with a target of 75% based on the Company attainment and 25% on individual performance. Ms. Zhen’s bonus was paid out based on the Company reaching 97% of the 75% target and her individual performance surpassing the 25% target by 110%. Dr. Koziel and Mr. Edwards separated from the Company during 2023 and did not receive any bonus in respect of 2023. Equity Incentive Compensation From time to time, we have granted stock options, restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) to our named executive officers. We do not use a targeted cash/equity split to set officer compensation. The Company’s practice is to grant equity awards to its named executive officers, other than the Chief Executive Officer, each year in order to closely align the executives’ pay with the Company’s stock value and overall performance. Mr. Basso was granted nonstatutory stock options to purchase 150,000 shares of the Company’s Common Stock on August 31, 2023, as promised in his offer letter. The options granted to Mr. Basso are scheduled to vest over a period of four years (with the first 25% vesting on November 20, 2024 and the remainder scheduled to vest in equal quarterly installments over the next three years thereafter), provided Mr. Basso remains in continuous service through each vesting date, with accelerated vesting (i) in the event of a change in control of the Company in which the options are not assumed or replaced, or (ii) in the event that Mr. Basso experiences a termination of employment by the Company without “cause” or by Mr. Basso for “good reason” (each as defined in Mr. Basso’s offer letter) within 12 months following a change in control, subject to an effective release of claims. Ms. Zhen was granted 14,344 RSUs and nonstatutory stock options to purchase 20,000 shares of the Company’s Common Stock on April 13, 2023. The RSUs and nonstatutory stock options are subject to standard time-based vesting, consistent with the annual 2023 awards granted to non-executive employees. For Ms. Zhen, the RSUs and stock options are scheduled to vest over a period of four years (with the first 25% vesting on February 20, 2024, respectively, and the remainder scheduled to vest in equal quarterly installments over the next three years thereafter), subject to her continued service through each vesting date. Dr. Koziel was also granted nonstatutory stock options to purchase 60,000 shares of the Company’s Common Stock on July 31, 2023, as promised in her offer letter. The options granted to Dr. Koziel were scheduled to vest over a period of four years (with the first 25% vesting on August 20, 2024 and the remainder scheduled to vest in equal quarterly installments over the next three years thereafter), provided Dr. Koziel remained in continuous service through each vesting date, with accelerated vesting (i) in the event of a change in control of the Company in which the options are not assumed or replaced, or (ii) in the event that Dr. Koziel experienced a termination of employment by the Company without “cause” or by Dr. Koziel for “good reason” (each as defined in Dr. Koziel’s offer letter) within 12 months following a change in control, subject to an effective release of claims. However, pursuant to her separation agreement, all such options were unvested on her termination date and forfeited for no consideration. Perquisites During 2023, we did not provide any perquisites to executive officers that were not provided to all employees.

  44. Corporate Governance Policies

    Corporate Governance Policies We have the following corporate governance policies that complement our executive compensation program: Our Stock Ownership Guidelines that were amended in January 2018 require each of our executive officers to own shares and share equivalents equal in value to a multiple of base salary, specifically six times salary for the Chief Executive Officer and two times salary for the other executive officers. Officers are required to be in compliance with these guidelines by the five-year anniversary of their commencement of service as an executive officer. Thereafter, compliance will be measured annually. If, at the compliance measurement date, the executive officer does not meet the guideline, then until such officer is in compliance, he or she will be expected to hold 50% of the after-tax shares acquired thereafter, whether by option exercise, vesting or settlement of equity awards, or an open-market purchase. Mr. Raifeld’s and Mr. Basso’s service as an executive officer of the Company commenced on May 20, 2020 and August 21, 2023, respectively, and therefore they are not yet required to meet the share ownership thresholds under the guideline. Ms. Zhen, whose service commenced on July 27 2018, has a minor deficiency with these guidelines.

  45. Summary Compensation Table

    Summary Compensation Table The following table sets forth all of the compensation awarded to, earned by, or paid to our named executive officers for fiscal years 2023, 2022, and 2021.

  46. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Pavel Raifeld | 2023 | 485,000 | 361,648 | — | — | 22,000 | 868,648 | | Chief Executive Officer | 2022 | 440,000 | 294,333 | — | 1,044,300 | 20,333 | 1,798,966 | | | 2021 | 391,458 | 234,952 | — | 580,330 | 64,938 | 1,271,138 | | Stephen Basso | 2023 | 164,063 | 163,363 | — | 845,625 | 9,000 | 1,182,051 | | Chief Financial Officer | | | | | | | | | Marianne Zhen | 2023 | 400,000 | 220,550 | 174,997 | 104,162 | 24,500 | 924,209 | | Chief Accounting Officer | 2022 | 329,167 | 178,542 | 124,988 | 115,934 | 22,500 | 771,131 | | | 2021 | 296,156 | 144,520 | 125,000 | 27,086 | 21,500 | 614,262 | | Margaret Koziel, M.D. | 2023 | 187,500 | 300,000 | — | 356,430 | 123,750 | 967,680 | | Chief Medical Officer | | | | | | | | | Larry Edwards | 2023 | 145,750 | — | — | — | 1,280,432 | 1,426,182 | | President | 2022 | 209,576 | 349,800 | — | — | — | 559,376 |

  47. Summary Compensation Table

    | (1) Includes amounts deferred by the officer pursuant to our 401(k) plan. Mr. Raifeld’s annual base salary rate is $500,000, which was increased from $440,000 as of May 1, 2023. Ms. Zhen’s annual base salary rate is $400,000, which was increased from $335,000 as of January 1, 2023. |

  48. Summary Compensation Table

    | (2) Includes discretionary annual bonus amounts paid to the officers. For Dr. Koziel, this also includes a $280,000 retention bonus and $20,000 signing bonus. For Mr. Basso, this also includes a $100,000 signing bonus. |

  49. Summary Compensation Table

    | (3) The amounts reported in the “Stock Awards” column represent the RSAs and RSUs granted to Ms. Zhen and the amounts reported in the “Option Awards” column represent the stock options granted to Mr. Raifeld, Mr. Basso, Ms. Zhen, and Dr. Koziel. In each case, the aggregate grant date fair value of options or stock awards granted to the officers in the applicable fiscal year was computed in accordance |

  50. Summary Compensation Table

    | with FASB ASC Topic 718. See Note 10 of the notes to our consolidated financial statements in our Annual Report on Form 10-K filed on February 29, 2024, as amended on March 5, 2024 and March 22, 2024, for a |

  51. Summary Compensation Table

    | (7) The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of Innoviva under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. |

  52. Summary Compensation Table

    | discussion of all assumptions made by the Company in determining the grant date fair values of its equity awards in 2023. |

  53. Summary Compensation Table

    | (4) The amounts for Mr. Raifeld, Mr. Basso, Ms. Zhen, and Dr. Koziel in this column reflect a 401(k) matching contribution made by the Company, which was provided to our named executive officers on the same basis as it was provided to all other regular U.S. employees. The amount for Dr. Koziel in this column also includes payments made in connection with her separation agreement, including continued payment of her annual base salary for 3 months following her separation and COBRA premiums for the same period. Note that Dr. Koziel was also released of any obligation to repay her retention and sign-on bonuses, but that no additional amounts appear in respect of the release in this column as such amounts are already reflected in the Bonus column. The amount for Mr. Edwards, who separated from the Company in 2023, in this column includes payments made in connection with his transition agreement, including continued payment of his annual base salary for 18 months following his termination, COBRA premiums for the same period and 100% of his target annual bonus. |

  54. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table sets forth each equity award granted to our named executive officers during fiscal year 2023. All equity awards to our named executive officers were made under our 2012 Incentive Plan.

  55. 2023 Grants of Plan-Based Awards

    | Name | Grant Date | All Other Stock Awards: Number of Shares or Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Pavel Raifeld | — | — | — | — | — | | Stephen Basso | 8/31/2023 | — | 150,000(2) | 12.75 | 845,625 | | Marianne Zhen | 4/13/2023 | — | 20,000(3) | 12.20 | 104,162 | | | 4/13/2023 | 14,344 | —(4) | — | 174,997 | | Margaret Koziel, M.D. | 7/31/2023 | — | 60,000(5) | 13.55 | 356,430 | | Larry Edwards | — | — | — | — | — |

  56. 2023 Grants of Plan-Based Awards

    | (1) Mr. Basso was granted 150,000 options to purchase shares of the Company’s Common Stock in August 2023 under our 2012 Incentive Plan. The first 25% of the options vested on November 20, 2024, and the remaining 75% of the options vest in equal quarterly installments over three years thereafter, provided Mr. Basso remains in continuous service through each vesting date, with accelerated vesting (i) in the event of a change in control of the Company in which the options are not assumed or replaced, or (ii) in the event that Mr. Basso experiences a termination of employment by the Company without “cause” or by Mr. Basso for “good reason” (each as defined in Mr. Basso’s offer letter) within 12 months following a change in control, subject to an effective release of claims. |

  57. 2023 Grants of Plan-Based Awards

    | (2) Ms. Zhen was granted 20,000 options to purchase shares of the Company’s Common Stock in April 2023 under our 2012 Incentive Plan. The first 25% of the options vested on February 20, 2024, and the remaining 75% of the options vest in equal quarterly installments over three years thereafter, provided Ms. Zhen remains in continuous service through each vesting date, with accelerated vesting (i) in the event of a change in control of the Company in which the options are not assumed or replaced, or (ii) in the event that Ms. Zhen experiences an involuntary termination of employment (as defined in the Company’s standard stock plan agreement for executive officers) within 24 months following a change in control. |

  58. 2023 Grants of Plan-Based Awards

    | (3) Ms. Zhen was granted 14,344 RSUs in April 2023 with time-based vesting under our 2012 Incentive Plan. The first 25% of the RSUs vested on February 20, 2024, and the remaining 75% of the RSUs are scheduled to vest in equal quarterly installments over the next three years, provided Ms. Zhen remains in continuous service through each vesting date, with accelerated vesting (i) in the event of a change in control of the Company in which the options are not assumed or replaced, or (ii) in the event that Ms. Zhen experiences an involuntary termination of employment (as defined in the Company’s standard restricted stock unit agreement for executive officers) within 24 months following a change in control. |

  59. 2023 Grants of Plan-Based Awards

    | (4) Dr. Koziel was granted 60,000 options to purchase shares of the Company’s Common Stock in July 2023 under our 2012 Incentive Plan. The first 25% of the options would have vested on August 20, 2024, and the remaining 75% of the options would have vested in equal quarterly installments over three years thereafter, had Dr. Koziel remained in continuous service through each vesting date. |

  60. Narrative to Summary Compensation Table and 2023 Grants of Plan-Based Awards Table

    Narrative to Summary Compensation Table and 2023 Grants of Plan-Based Awards Table 2012 Incentive Plan The currently outstanding equity-based awards granted to our named executive officers are governed by our 2012 Incentive Plan. On May 16, 2012, our stockholders approved our 2012 Incentive Plan to promote the long-term success of the Company and the creation of stockholder value by encouraging employees, outside directors and consultants to focus on critical long-range objectives, attracting and retaining key employees, outside directors and consultants, and linking employees, outside directors and consultants directly to stockholder interests through increased stock ownership. The 2012 Incentive Plan permits the grant of stock options, stock appreciation rights, restricted stock, restricted stock units and performance cash awards. Under the 2012 Incentive Plan, as of May 16, 2012, the Company was authorized to issue up to 6,500,000 shares of Common Stock. In addition, the number of shares of Common Stock available for issuance under the 2012 Incentive Plan is subject to increase by any shares of Common Stock subject to an award outstanding under any of our previous equity incentive plans on or after January 1, 2012 that become eligible for reuse pursuant to the share recycling provisions of the 2012 Incentive Plan, which may result in up to 12,667,411 additional shares being added to the 2012 Incentive Plan’s share reserve. As of December 31, 2023, the total number of shares of Common Stock reserved for issuance under the 2012 Incentive Plan was 2,924,185. Pavel Raifeld In connection with his hiring as our Chief Executive Officer, effective as of May 20, 2020, the Company and Mr. Raifeld entered into an offer letter. Mr. Raifeld’s offer letter provided for an initial base salary of $360,000 per year, which was increased to $410,000 per year effective as of May 14, 2021. The offer letter also provided for annual bonus eligibility with an annual target payout of 60% of his base salary. Subsequently, Mr. Raifeld entered into a new offer letter on April 29, 2022. Pursuant to Mr. Raifeld’s offer letter, Mr. Raifeld will continue his employment with the Company in the role of Chief Executive Officer, effective as of May 1, 2022 for a term ending April 30, 2024 (the “Initial Term”). The offer letter provides for an initial base salary of $455,000 during the portion of the Initial Term beginning May 1, 2022 and ending April 30, 2023, and $500,000 during the portion of the Initial Term beginning May 1, 2023 and ending April 30, 2024. The offer letter also provides for Mr. Raifeld’s eligibility to receive an annual discretionary bonus with an annual target payout of up to 70% of his base salary during the portion of the Initial Term beginning May 1, 2022 and ending April 30, 2023 and up to 80% of his base salary during the portion of the Initial Term beginning May 1, 2023 and ending April 30, 2024, which the Board of Directors or the Compensation Committee may elect to apply on a pro-rated basis for any bonus year for which the bonus opportunity changes mid-year. Under his new offer letter, Mr. Raifeld is also eligible to receive severance benefits in connection with certain qualifying terminations, as described under “—Potential Payments Upon Termination or Change in Control” below. Stephen Basso In connection with his appointment as our Chief Financial Officer, the Company and Mr. Basso entered into an offer letter on July 28, 2023. Mr. Basso’s agreement provides for the payment of an annual base salary of $450,000. The agreement also provided for annual bonus eligibility with an annual target payout of 40% of his base salary. Under his offer letter, Mr. Basso is also eligible to receive severance benefits in connection with certain qualifying terminations, as described under “—Potential Payments Upon Termination or Change in Control” below. Marianne Zhen In connection with her appointment as our Chief Accounting Officer, the Company and Ms. Zhen entered into an offer letter on September 7, 2018. Ms. Zhen’s agreement provides for the payment of an annual base salary, which was first increased from $284,625 to $300,000, effective April 1, 2021, and subsequently increased from $300,000 to $335,000, effective March 1, 2022. The agreement also provided for annual bonus eligibility with an annual target payout of 50% of her base salary. Ms. Zhen’s annual target payout is 55% of her base salary, effective March 1, 2022, and her annual base salary subsequently increased from $335,000 to $400,000, effective January 1, 2023. Under the terms of Ms. Zhen’s agreement, Ms. Zhen is also eligible to receive severance benefits in connection with certain qualifying terminations, as described under “—Potential Payments Upon Termination or Change in Control” below. Margaret Koziel, M.D. Until December 15, 2023, Dr. Koziel served as our Chief Medical Officer, pursuant to an offer letter between the Company and Dr. Koziel. Prior to her departure, Dr. Koziel’s annual base salary was $450,000 and her target discretionary annual bonus was 40% of her base salary. In connection with the departure, the Company and Dr. Koziel entered into a separation agreement which provided that Dr. Koziel was released from any obligation to reimburse the Company for her $280,000 retention bonus and $20,000 cash sign-on bonus. For additional information regarding Dr. Koziel’s offer letter and separation agreement, please see the section titled “Potential Payments Upon Termination or Change in Control.” Larry Edwards Until March 31, 2023, Mr. Edwards served as President of La Jolla, pursuant to a letter agreement with La Jolla Pharmaceutical Company from July 2020. Prior to his departure, Mr. Edwards received a base salary equal to $583,000 and was eligible to receive a discretionary annual bonus with a target of 60% of his base salary. In connection with his departure, Mr. Edwards entered into a transition agreement. For additional information regarding Mr. Edwards’ letter agreement and transition agreement, see the section titled “Potential Payments Upon Termination or Change in Control.”

  61. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table sets forth information regarding all equity awards held by each of our named executive officers as of December 31, 2023. All such awards were granted under our 2012 Incentive Plan.

  62. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | Name(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Pavel Raifeld(3) | 218,750 | 31,250 | 14.10 | 5/19/2030 | — | — | | (4) | 62,500 | 37,500 | 13.17 | 5/20/2031 | — | — | | (5) | 56,250 | 93,750 | 16.31 | 5/1/2032 | — | — | | Stephen Basso(6) | — | 150,000 | 12.75 | 8/30/2033 | — | — | | Marianne Zhen(7) | 3,438 | 1,562 | 12.13 | 3/28/2031 | — | — | | (8) | 6,563 | 8,437 | 18.68 | 2/28/2032 | — | — | | (9) | — | 20,000 | 12.20 | 4/12/2033 | — | — | | (10) | — | — | — | — | 546 | 8,758 | | (11) | — | — | — | — | 3,220 | 51,649 | | (12) | — | — | — | — | 3,763 | 60,359 | | (13) | — | — | — | — | 14,344 | 230,078 | | Margaret Koziel, M.D. | — | — | — | — | — | — | | Larry Edwards | — | — | — | — | — | — |

  63. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) Pursuant to Ms. Zhen’s offer letter and applicable award agreements, in the event that Ms. Zhen undergoes an involuntary termination within 3 months before or 24 months after a change in control of the Company, all unvested RSAs and stock options held by Ms. Zhen will be accelerated. For more information regarding the termination entitlements under Ms. Zhen’s offer letter, please see the section titled “Potential Payments Upon Termination or Change in Control” beginning on page 38. |

  64. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (2) Computed in accordance with SEC rules as the number of unvested shares multiplied by the closing market price of our Common Stock on December 31, 2023, which was $16.04. The actual value (if any) to be realized by the officer depends on whether the shares vest and the future performance of our Common Stock. |

  65. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (3) Mr. Raifeld received stock options under our 2012 Incentive Plan on May 20, 2020. The first 25% of the options vest on May 20, 2021, and the remaining 75% of the options vest in equal quarterly installments over three years thereafter, provided Mr. Raifeld remains in continuous service through each vesting date. Pursuant to Mr. Raifeld’s option agreement, in the event that Mr. Raifeld undergoes an involuntary termination within 24 months after a change in control of the Company, all unvested options held by Mr. Raifeld will be accelerated. |

  66. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4) Mr. Raifeld received stock options under our 2012 Incentive Plan on May 21, 2021. The first 25% of the options vest on May 20, 2022, and the remaining 75% of the options vest in equal quarterly installments over three years thereafter, provided Mr. Raifeld remains in continuous service through each vesting date. Pursuant to Mr. Raifeld’s option agreement, in the event that Mr. Raifeld undergoes an involuntary termination within 24 months after a change in control of the Company, all unvested options held by Mr. Raifeld will be accelerated. |

  67. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (5) Mr. Raifeld received stock options under our 2012 Incentive Plan on May 2, 2022. The first 25% of the options vested on May 20, 2023, and the remaining 75% of the options vest in equal quarterly installments over three years thereafter, provided Mr. Raifeld remains in continuous service through each vesting date. Pursuant to Mr. Raifeld’s option agreement, in the event that Mr. Raifeld undergoes an involuntary termination within 24 months after a change in control of the Company, all unvested options held by Mr. Raifeld will be accelerated. |

  68. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (6) Mr. Basso received stock options under our 2012 Incentive Plan on August 31, 2023. The first 25% of the options vest on November 20, 2024, and the remaining 75% of the options vest in equal quarterly installments over three years thereafter, provided Mr. Basso remains in continuous service through each vesting date. Pursuant to Mr. Basso’s option agreement, in the event that Mr. Basso undergoes an involuntary termination within 12 months after a change in control of the Company, all unvested options held by Mr. Basso will be accelerated. |

  69. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (7) Ms. Zhen received stock options under our 2012 Incentive Plan on March 29, 2021. The first 25% of the options vested on February 20, 2022, and the remaining 75% of the options vest in equal quarterly installments over three years thereafter, provided Ms. Zhen remains in continuous service through each vesting date, with accelerated vesting (i) in the event of a change in control of the Company in which the options are not assumed or replaced, or (ii) in the event that Ms. Zhen experiences an involuntary termination of employment (as defined in the Company’s standard stock plan agreement for executive officers) within 24 months following a change in control. |

  70. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (8) Ms. Zhen received stock options under our 2012 Incentive Plan on March 1, 2022. The first 25% of the options vested on February 20, 2023, and the remaining 75% of the options vest in equal quarterly installments over three years thereafter, provided Ms. Zhen remains in continuous service through each vesting date, with accelerated vesting (i) in the event of a change in control of the Company in which the options are not assumed or replaced, or (ii) in the event that Ms. Zhen experiences an involuntary termination of employment (as defined in the Company’s standard stock plan agreement for executive officers) within 24 months following a change in control. |

  71. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (9) Ms. Zhen received stock options under our 2012 Incentive Plan on April 13, 2023. The first 25% of the options vested on February 20, 2024, and the remaining 75% of the options vest in equal quarterly installments over three years thereafter, provided Ms. Zhen remains in continuous service through each vesting date, with accelerated vesting (i) in the event of a change in control of the Company in which the options are not assumed or replaced, or (ii) in the event that Ms. Zhen experiences an involuntary termination of employment (as defined in the Company’s standard stock plan agreement for executive officers) within 24 months following a change in control. |

  72. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (10) Ms. Zhen received RSAs under our 2012 Incentive Plan on February 3, 2020. The first 25% of the RSAs vested on February 20, 2021, and the remaining 75% of the RSAs will vest in equal quarterly installments over three years thereafter, provided Ms. Zhen remains in continuous service through each vesting date, with accelerated vesting (i) in the event of a change in control of the Company in which the options are not assumed or replaced, or (ii) in the event that Ms. Zhen experiences an involuntary termination of employment (as defined in the Company’s standard restricted stock award agreement for executive officers) within 24 months following a change in control. |

  73. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (11) Ms. Zhen received RSAs under our 2012 Incentive Plan on March 29, 2021. The first 25% of the RSAs vested on February 20, 2022, and the remaining 75% of the RSAs will vest in equal quarterly installments over three years thereafter, provided Ms. Zhen remains in continuous service through each vesting date, with accelerated vesting (i) in the event of a change in control of the Company in which the options are not assumed or replaced, or (ii) in the event that Ms. Zhen experiences an involuntary termination of employment (as defined in the Company’s standard restricted stock award agreement for executive officers) within 24 months following a change in control. |

  74. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (12) Ms. Zhen received RSAs under our 2012 Incentive Plan on March 1, 2022. The first 25% of the RSAs vested on February 20, 2023, and the remaining 75% of the RSAs will vest in equal quarterly installments over three years thereafter, provided Ms. Zhen remains in continuous service through each vesting date, with accelerated vesting (i) in the event of a change in control of the Company in which the options are not assumed or replaced, or (ii) in the event that Ms. Zhen experiences an involuntary termination of employment (as defined in the Company’s standard restricted stock award agreement for executive officers) within 24 months following a change in control. |

  75. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (13) Ms. Zhen received RSUs under our 2012 Incentive Plan on April 13, 2023. The first 25% of the RSUs vested on February 20, 2024, and the remaining 75% of the RSUs will vest in equal quarterly installments over three years thereafter, provided Ms. Zhen remains in continuous service through each vesting date, with accelerated vesting (i) in the event of a change in control of the Company in which the options are not |

  76. Outstanding Equity Awards at 2023 Fiscal Year-End

    | assumed or replaced, or (ii) in the event that Ms. Zhen experiences an involuntary termination of employment (as defined in the Company’s standard restricted stock unit agreement for executive officers) within 24 months following a change in control. |

  77. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table shows the number of shares of restricted stock held by Ms. Zhen that vested during the 2023 fiscal year. None of the other named executive officers held shares of restricted stock that vested during the 2023 fiscal year and none of our named executive officers acquired shares upon exercise of options during fiscal year 2023.

  78. 2023 Option Exercises and Stock Vested

    | | Stock Awards | | | | Name | Security | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Marianne Zhen | INVA | 8,199 | 107,414 |

  79. 2023 Option Exercises and Stock Vested

    | (1) Value realized is based on the fair market value of our Common Stock on the vesting date multiplied by the number of shares vested and does not necessarily reflect proceeds received by Ms. Zhen. |

  80. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Each of our named executive officers is, or was, entitled to severance upon a qualifying termination pursuant to his or her offer letter, as applicable. For additional information regarding the agreements with our named executive officers, please see the section titled “—Narrative to Summary Compensation Table and 2023 Grants of Plan-Based Awards Table” above. Pavel Raifeld Pursuant to Mr. Raifeld’s offer letter dated April 29, 2022, if the Company terminates Mr. Raifeld’s employment without “cause” (other than due to his death or disability), the Company will, subject to his execution and non-revocation of a general release of claims in favor of the Company, provide Mr. Raifeld (i) continued payment of his base salary in accordance with the Company’s regular payroll practices during the longer of (x) the six (6) month period immediately following the date of such termination or (y) the period beginning on the termination date and ending April 30, 2024, and (ii) continued eligibility to receive a pro-rata bonus (based on the number of full months of employment completed in the year of termination) for the year of termination, subject to the terms and conditions of the Company’s bonus program in effect at the time of termination (other than continued employment) including the achievement of any performance conditions, payable at the same time as bonuses are paid to active employees. In addition to the amounts payable under his offer letter, if Mr. Raifeld is subject to an involuntary termination within 24 months after a change in control of Innoviva, he is entitled to full vesting of all unvested stock options. If Innoviva undergoes a change in control while Mr. Raifeld is still providing services to Innoviva and his stock options are not assumed or replaced with a new award as set forth in our 2012 Incentive Plan, Mr. Raifeld is entitled to full vesting of all unvested stock options. Stephen Basso Pursuant to Mr. Basso’s offer letter dated July 28, 2023, if the Company terminates Mr. Basso’s employment without “cause” (other than due to his death or disability), the Company will, subject to his execution and non-revocation of a general release of claims in favor of the Company, provide Mr. Basso (i) continued payment of his base salary in accordance with the Company’s regular payroll practices for twelve (12) months following the date of such termination, (ii) payment of his monthly premium under COBRA until the earlier of twelve (12) months following the month of termination, expiration of the COBRA continuation coverage or the date when he obtains new employment offering comparable health insurance coverage, and (iii) in the event that such termination occurs within twelve (12) months after a change in control of Innoviva, all of his then-unvested stock shall become fully vested as of the effective date of the release. Marianne Zhen Pursuant to the offer letter entered into with Ms. Zhen in September 2018 in connection with her appointment as our Chief Accounting Officer, if she is subject to an “involuntary termination” (as such term is defined in the offer letter) within 3 months prior to or 24 months after a change in control of Innoviva, she is entitled to the following benefits, subject to her execution and non-revocation of a general release of claims in favor of the Company:

  81. Potential Payments Upon Termination or Change in Control

    | • | A lump sum payment equal to 100% of her annual base salary and target bonus. |

  82. Potential Payments Upon Termination or Change in Control

    | • | A pro-rata target bonus (based on the number of full months of employment completed in the year of termination) for the year of termination. |

  83. Potential Payments Upon Termination or Change in Control

    | • | Payment of her monthly premium under COBRA for the shorter of 12 months, the expiration of her continuation coverage under COBRA or the date when she obtains new employment offering comparable health insurance coverage. |

  84. Potential Payments Upon Termination or Change in Control

    | • | Full vesting of all of her unvested restricted stock and stock option awards. |

  85. Potential Payments Upon Termination or Change in Control

    Alternatively, Ms. Zhen’s offer letter provides that, if Ms. Zhen’s employment is terminated by the Company other than for “misconduct” or by her with “good reason” (as such terms are defined in the offer letter) and the termination does not otherwise entitle her to the change in control severance benefits (i.e., the termination is not within 3 months prior to or 24 months after a change in control of Innoviva), she is entitled to the following benefits, subject to her execution and non-revocation of a general release of claims in favor of the Company:

  86. Potential Payments Upon Termination or Change in Control

    | • | A lump sum payment equal to 100% of her annual base salary. |

  87. Potential Payments Upon Termination or Change in Control

    | • | She will remain eligible to receive a pro-rata bonus (based on the number of full months of employment completed in the year of termination) for the year of termination, subject to the terms and conditions of the bonus program, including achievement of any performance conditions, payable at the same time as bonuses are paid to active employees. |

  88. Potential Payments Upon Termination or Change in Control

    | • | Payment of her monthly premium under COBRA for the shorter of 12 months, the expiration of her continuation coverage under COBRA and the date when she obtains new employment offering comparable health insurance coverage. |

  89. Potential Payments Upon Termination or Change in Control

    Margaret Koziel, M.D. Dr. Koziel’s employment with the Company ended on December 15, 2023 and the Company and Dr. Koziel entered into a separation agreement in connection with her separation. Pursuant to the separation agreement, in exchange for a mutual release of claims, full discharge of all severance, separation or termination based liabilities and obligations of the Company arising under Dr. Koziel’s offer letter and continued compliance with certain restrictive covenants, the Company agreed to provide Dr. Koziel (i) continued payment of her base salary in accordance with the Company’s regular payroll practices for three (3) months following the date of her termination, (ii) payment of her monthly premium under COBRA until the earlier of three (3) months following the month of termination, expiration of the COBRA continuation coverage or the date when she obtains new employment offering comparable health insurance coverage, and (iii) release from any obligation to reimburse the Company for the $280,000 retention bonus and the $20,000 cash sign-on bonus previously paid to her, notwithstanding the provisions of her offer letter. Larry Edwards Mr. Edwards employment with the Company ended on March 31, 2023 and the Company and Mr. Edwards’ entered into a transition agreement in connection with his separation. Pursuant to the transition agreement, in exchange for a mutual release of claims, full discharge of all severance, separation or termination based liabilities and obligations of the Company arising under Mr. Edwards’ letter agreement and continued compliance with certain restrictive covenants, the Company agreed to provide Mr. Edwards (i) continued payment of his base salary in accordance with the Company’s regular payroll practices for eighteen (18) months following the date of his termination, (ii) a lump sum payment of $349,800, representing 100% of his then-current annual target bonus, and (iii) payment of his monthly premium under COBRA until the earlier of eighteen (18) months following the month of termination, expiration of the COBRA continuation coverage or the date when he obtains new employment offering comparable health insurance coverage. The following table shows the amounts and benefits that were payable to Dr. Koziel in connection with her separation and that would have been payable to Mr. Raifeld, Mr. Basso and Ms. Zhen had a qualifying termination occurred on December 31, 2023 in various scenarios, including in connection with a change in control on the same date.

  90. Potential Payments Upon Termination or Change in Control

    | Name | Bonus for Year of Termination ($) | Cash Severance ($) | Vacation Payout ($) | Restricted Stock or Options that Vest ($) | Health and Welfare ($) | Total ($) | | Pavel Raifeld | | | | | | | | Termination Other than for Misconduct | 372,833(1) | 166,667(2) | 84,133 | — | — | 623,633 | | Involuntary Termination in Connection with a Change in Control | 372,833(1) | 166,667(2) | 84,133 | 168,250(3) | — | 791,883 | | Stephen Basso | | | | | | | | Termination Other than for Misconduct | — | 450,000(4) | 9,552 | — | 44,402(6) | 503,954 | | Involuntary Termination in Connection with a Change in Control | — | 450,000(4) | 9,552 | 493,500(5) | 44,402(6) | 997,454 | | Marianne Zhen | | | | | | | | Termination Other than for Misconduct | $220,000(7) | $400,000(8) | 67,309 | — | 36,005(9) | 723,314 | | Involuntary Termination in Connection with a Change in Control | $220,000(7) | $620,000(10) | 67,309 | 433,750(11) | 36,005(9) | 1,377,064 | | Margaret Koziel, M.D. | | | | | | | | Termination on December 15, 2023 | — | $12,500(12) | — | — | — | $112,500 |

  91. Potential Payments Upon Termination or Change in Control

    | (1) Reflects payment of Mr. Raifeld’s annual bonus at a target of 70% of Mr. Raifeld’s annual base salary for January 1, 2023 through April 30, 2023 ($455,000) and 80% of Mr. Raifeld’s annual base salary for May 1, 2023 through December 31, 2023 ($500,000). Mr. Raifeld’s offer letter provides that, if his employment is terminated by the Company without cause, he will remain eligible to receive a pro-rata target bonus (based on the number of full months of employment completed in the year of termination) for the year of termination, subject to the terms and conditions of the bonus program, including achievement of any performance conditions. |

  92. Potential Payments Upon Termination or Change in Control

    | (2) Reflects payment of Mr. Raifeld’s annual base salary from a termination date of December 31, 2023 through April 30, 2024. |

  93. Potential Payments Upon Termination or Change in Control

    | (3) Reflects the value of full vesting of all unvested stock options held by Mr. Raifeld, which is equal to the value of the 162,500 unvested shares of Common Stock of the Company underlying Mr. Raifeld’s stock option awards as of December 31, 2023, based on the amount the exercise price per share exceeds the closing price of $16.04 per share on December 31, 2023. |

  94. Potential Payments Upon Termination or Change in Control

    | (4) Reflects 100% of Mr. Basso’s annual base salary. |

  95. Potential Payments Upon Termination or Change in Control

    | (5) Reflects the value of full vesting of all unvested stock options held by Mr. Basso, which is equal to the value of the 150,000 unvested shares of Common Stock of the Company underlying Mr. Basso’s stock option awards as of December 31, 2023, based on the amount the exercise price per share exceeds the closing price of $16.04 per share on December 31, 2023. |

  96. Potential Payments Upon Termination or Change in Control

    | (6) Reflects the cost of Mr. Basso’s COBRA premiums for 12 months. |

  97. Potential Payments Upon Termination or Change in Control

    | (7) Reflects payment of Ms. Zhen’s 2023 annual bonus at target. |

  98. Potential Payments Upon Termination or Change in Control

    | (8) Reflects 100% of Ms. Zhen’s annual base salary. |

  99. Potential Payments Upon Termination or Change in Control

    | (9) Reflects the cost of Ms. Zhen’s COBRA premiums for 12 months. |

  100. Potential Payments Upon Termination or Change in Control

    | (10) Reflects 100% of Ms. Zhen’s annual base salary ($400,000) and target bonus ($220,000). |

  101. Potential Payments Upon Termination or Change in Control

    | (11) Reflects the value of full vesting of all unvested restricted stock and stock option awards held by Ms. Zhen, which is equal to (i) the value of the 21,873 unvested shares of Common Stock of the Company underlying Ms. Zhen’s restricted stock awards as of December 31, 2023, based on the closing price of $16.04 per share on December 31, 2023, plus (ii) the value of the 29,999 unvested shares of Common Stock of the Company underlying Ms. Zhen’s stock option awards as of December 31, 2023, based on the amount the exercise price per share exceeds the closing price of $16.04 per share on December 31, 2022. |

  102. Potential Payments Upon Termination or Change in Control

    | (12) Reflects payment of Dr. Koziel’s base salary for three months. Note that Dr. Koziel was also released of any obligation to repay her retention and sign-on bonuses, but that no additional amounts were paid to her in respect of this release so no amounts appear in this table. |

  103. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by the Dodd-Frank Act and SEC rules, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Pavel Raifeld, our Chief Executive Officer, as of December 31, 2023: For our fiscal year ended December 31, 2023:

  104. Pay Ratio Disclosure

    | • | The median of the annual total compensation of all employees (other than our Chief Executive Officer) was $249,837; and |

  105. Pay Ratio Disclosure

    | • | The annual total compensation of Mr. Raifeld was $868,648 as reported in the Summary Compensation Table in this Proxy Statement. |

  106. Pay Ratio Disclosure

    Based on this information, the ratio of the annual total compensation of Mr. Raifeld on an annualized basis for 2023 to the median of the annual total compensation of our employees was approximately 3.5. The above ratio is appropriately viewed as an estimate. To identify the median of the annual compensation of our employees, we reviewed the annualized compensation of our employees as of December 31, 2023 for the period from January 1, 2023 through December 31, 2023. As of December 31, 2023, we had 111 employees, excluding our Chief Executive Officer. Of our 112 employees, we determined that the employee with the fifty-sixth highest annual compensation best reflected “median employee” pay for 2023. No cost-of-living or other adjustments were made. Once we identified our “median employee” using the methodology described above, we determined that employee’s annual total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K for purposes of calculating the required pay ratio.

  107. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure As required by Item 402(v) of Regulation S-K, this section discusses the relationship between executive compensation and the Company’s financial performance for each of the last three completed calendar years. In determining the “compensation actually paid” to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for each of the fiscal years ended December 31, 2021, 2022 and 2023. Note that for our NEOs other than our current and prior principal executive officers (each, a “PEO”), compensation is reported as an average.

  108. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for PEO (1) ($) | Compensation Actually Paid to PEO (1)(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (1) ($) | Average Compensation Actually Paid to Non-PEO NEOs (1)(2) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (4) ($) | Basic EPS (5) ($) | | | | | | | Total Shareholder Return (3) ($) | Peer Group Total Shareholder Return (3) ($) | | | | 2023 | 868,648 | 1,063,033 | 1,125,031 | 1,161,345 | 129 | 94 | 179,722,000 | 2.75 | | 2022 | 1,798,966 | 7,127 | 665,254 | 497,932 | 94 | 114 | 220,262,000 | 3.07 | | 2021 | 1,271,138 | 1,246,717 | 614,262 | 561,101 | 122 | 126 | 368,837,000 | 3.24 |

  109. Pay Versus Performance Disclosure

    | (1) Mr. Raifeld has served as our Chief Executive Officer since May 20, 2020, and the dollar amounts reported for our PEO for fiscal years 2021, 2022 and 2023 reflect amounts for Mr. Raifeld. |

  110. Pay Versus Performance Disclosure

    The dollar amounts reported for our Non-PEO NEOs for fiscal year 2021 reflect the amounts for Ms. Zhen, our only non-PEO NEO for such fiscal years. The dollar amount reported for our non-PEO NEOs for fiscal year 2022 is the average of the amounts for Ms. Zhen and Mr. Edwards. Mr. Edwards became an NEO on August 22, 2022 and the amount took into consideration only compensation paid by the registrant following such date. The dollar amounts reported for our Non-PEO NEOs for fiscal year 2023 reflect the amounts for Ms. Zhen and Mr. Basso.

  111. Pay Versus Performance Disclosure

    | (2) The dollar amounts reported in these columns represent the amount of “compensation actually paid” to our NEOs as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the total compensation reported for our NEOs in the “Total” column of the Summary Compensation Table to determine the amount of “compensation actually paid” for each year. NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. |

  112. Pay Versus Performance Disclosure

    | | Year | Summary Compensation Table Total ($) (a) | Reported Value of Equity Awards (a) ($) (b) | Equity Award Adjustment (b) ($) (c) | Compensation Actually Paid ($) (a – b + c) | | Pavel Raifeld | 2023 | 868,648 | — | 194,385 | 1,063,033 | | | 2022 | 1,798,966 | 1,044,300 | (747,539) | 7,127 | | | 2021 | 1,271,138 | 580,330 | 555,909 | 1,246,717 | | Non-PEO NEOs | 2023 | 4,500,122 | 1,481,214 | 1,626,471 | 4,645,379 | | | 2022 | 1,330,507 | 240,922 | (93,721) | 995,864 | | | 2021 | 614,262 | 152,086 | 98,925 | 561,101 |

  113. Pay Versus Performance Disclosure

    | (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns, as applicable, in the Summary Compensation Table for the applicable year. |

  114. Pay Versus Performance Disclosure

    | (b) The equity award adjustment for each applicable year include the addition (or subtraction, as applicable) of the amounts set forth in the table below in accordance with Item 402(v) of Regulation S-K. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |

  115. Pay Versus Performance Disclosure

    | | Year | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustment ($) | | Pavel Raifeld | 2023 | — | 224,616 | — | (30,231) | — | — | 194,385 | | | 2022 | (340,558) | (435,147) | — | 28,166 | — | — | (747,539) | | | 2021 | 224,504 | 405,433 | — | (74,028) | — | — | 555,909 | | Non-PEO NEOs | 2023 | 1,598,631 | 32,602 | — | (4,761) | — | — | 1,626,471 | | | 2022 | (89,766) | (44,131) | — | 40,176 | — | — | (93,721) | | | 2021 | 67,900 | 38,700 | — | (7,675) | — | — | 98,925 |

  116. Pay Versus Performance Disclosure

    | (3) The dollar amounts disclosed in these columns assume $100 was invested for the cumulative period through the end of the list fiscal year, in either the Company or the NASDAQ Biotechnology Index (weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated), as applicable, and reinvestment of the pre-tax value of dividends paid. Historical stock performance is not necessarily indicative of future stock performance. |

  117. Pay Versus Performance Disclosure

    | (4) The dollar amounts reported in this column represent the amount of net income (loss) previously disclosed in our consolidated audited financial statements for the applicable year, as required by Regulation S-X. |

  118. Pay Versus Performance Disclosure

    | (5) While the Company uses a number of financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that basic earnings per share (EPS) is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance. |

  119. Description of Certain Relationships of Information Presented in the Pay Versus Performance Table

    Description of Certain Relationships of Information Presented in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, we are providing the following graphs of the relationships between information presented in the Pay Versus Performance Table for each of 2023, 2022 and 2021, including: (a) comparisons between (i) compensation actually paid to the PEOs on an aggregate basis and the average compensation actually paid to our NEOs and (ii) each of our cumulative total shareholder return, net income (loss), and basic EPS, and (b) a comparison between our cumulative total shareholder return and the total shareholder return of the NASDAQ Biotechnology Index. Compensation Actually Paid and Total Shareholder Return Total Stockholder Return of the Company and Peer Group Total Stockholder Return Compensation Actually Paid and Net Income (Loss ) Compensation Actually Paid and Basic EPS