Sector: Health Care
EXELIXIS INC · Meeting: May 26, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Joined in January 2024 (less than 24 months before the meeting), so she is exempt from the TSR trigger; her background in cancer research and board governance is directly relevant to Exelixis.
Joined in January 2024 (less than 24 months before the meeting), so she is exempt from the TSR trigger; her oncology and drug-development expertise is highly relevant.
Director since 2018; EXEL's 3-year total return of +120.5% outperforms the compensation peer group median by +89.6 percentage points, well below the 65-point threshold needed to trigger a negative vote, and she has relevant biopharmaceutical and public-health expertise.
Director since May 2023 (approximately 36 months); EXEL's strong 3-year outperformance versus peers (+89.6pp) does not trigger the TSR test, and he brings extensive biopharmaceutical business-development experience.
Director since May 2023 (approximately 36 months); EXEL's 3-year outperformance versus peers does not trigger the TSR test, and he adds capital-allocation and life-sciences investment expertise.
CEO and director since 2010; EXEL's 3-year total return of +120.5% outperforms the peer group median by +89.6 percentage points — well below the 65pp threshold required to trigger a negative vote — so no TSR concern applies.
Director since May 2023 (approximately 36 months); EXEL's strong 3-year stock performance versus peers does not trigger the TSR test, and he has deep pharmaceutical commercialization experience relevant to Exelixis.
Co-founder and Chair since 1994; EXEL's 3-year total return of +120.5% outperforms the peer group median by +89.6pp, well below the 65pp threshold, and he provides deep biotechnology and financial expertise.
Director since 2004; EXEL's 3-year outperformance versus peers (+89.6pp) does not trigger the TSR test, and he contributes strong life-sciences R&D and regulatory expertise.
Director since 2016; EXEL's 3-year total return outperforms peers by +89.6pp, well below the 65pp trigger threshold, and she has extensive biotech CEO and commercial leadership experience.
Director since 2004 and Audit Committee Chair; EXEL's 3-year outperformance versus peers does not trigger the TSR test, and he is a seasoned CFO with deep financial expertise appropriate for audit oversight.
All eleven director nominees receive a FOR vote. Exelixis's 3-year total stock return of +120.5% outperforms the compensation peer group median by +89.6 percentage points, which is well below the 65-point underperformance threshold required to trigger any negative votes under the policy. The two newest directors (Beckerle and Eckhardt, both joining January 2024) are also exempt from the TSR trigger as they joined within the past 24 months. No overboarding, attendance, independence, or other governance concerns were identified.
CEO
Michael M. Morrissey, Ph.D.
Total Comp
$33,239,183
Prior Support
N/A
CEO total compensation of $33.2 million is high in absolute terms for a $11.9 billion market-cap biotech, but Exelixis delivered exceptional performance — nine consecutive years of operating profit, $2.32 billion in revenues growing 7% year-over-year, and a 3-year stock return of +120.5% that outperformed both the compensation peer group median and the XBI — SPDR S&P Biotech ETF benchmark by wide margins. The pay structure is appropriately variable, with approximately 50% of long-term equity awards in performance-based restricted stock awards (PSUs) tied to meaningful metrics, and the company maintains a robust clawback policy covering all forms of variable pay for senior executives. Pay-for-performance alignment is intact given the strong shareholder returns, and no prior Say on Pay vote concern or other governance red flag was identified.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$3,037,750
Non-Audit Fees
$317,575
Non-audit fees (audit-related fees of $197,500 + tax fees of $118,075 + other fees of $2,000 = $317,575) represent approximately 10.5% of audit fees ($3,037,750), well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the filing, so no tenure-based trigger fires per policy. Ernst & Young is a Big 4 firm appropriate for a company of Exelixis's size and complexity, and no material financial restatements were identified.
The Exelixis 2026 annual meeting ballot presents four proposals, all of which receive straightforward FOR votes under the applicable policy. The company's outstanding 3-year stock performance — a +120.5% total return outpacing the XBI — SPDR S&P Biotech ETF and the compensation peer group by wide margins — supports both the director slate and the executive pay program, and the auditor fee structure shows no independence concerns.
35 companies disclosed in 2026 proxy filing
