INNOVIVA INC (INVA)
Sector: Health Care
2026 Annual Meeting Analysis
INNOVIVA INC · Meeting: May 4, 2026
Directors FOR
5
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Five Directors to Serve Until the 2027 Annual Meeting of Stockholders
DiPaolo has served since February 2018 and brings strong legal, M&A, and corporate governance experience; INVA's 3-year stock return of +106.5% outperforms the peer group median by +59.5 percentage points, well below the 65-point threshold needed to trigger a concern, and no other policy flags apply.
Haimovitz has served since February 2018, chairs the Audit Committee, and the board has identified him as the financial expert; strong stock performance over his tenure clears all TSR thresholds and no other policy flags apply.
Schlesinger has served since February 2018 and brings deep biomedical and clinical expertise relevant to a healthcare company; INVA's outperformance versus peers over the 3-year period clears all TSR thresholds and no other policy flags apply.
Small joined in April 2024 and is within the 24-month new-director exemption period, so the TSR trigger does not apply; he brings relevant biotech industry and executive leadership experience and no other policy flags apply.
Raifeld joined the board in May 2025 and is well within the 24-month new-director exemption, so the TSR trigger does not apply; as CEO he has overseen strong revenue growth and stock performance, and no other policy flags apply.
All five director nominees pass policy screens. INVA's 3-year price return of +106.5% outperforms the company-disclosed peer group median by +59.5 percentage points, which is below the 65-point threshold required to trigger concerns for strong-positive-TSR companies. Two of the five nominees (Small and Raifeld) joined within the past 24 months and are exempt from the TSR trigger entirely. No overboarding, attendance, independence, or familial relationship concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Pavel Raifeld
Total Comp
$5,400,197
Prior Support
95.7%%
CEO total compensation of approximately $5.4 million is broadly in line with benchmarks for a CEO at a ~$1.7B healthcare company, and the prior Say on Pay vote received overwhelming support of 95.7%, indicating no shareholder dissatisfaction. The company's 3-year stock return of +106.5% significantly outperforms the peer group median (+59.5 percentage points above peers), meaning any above-benchmark incentive pay is clearly aligned with shareholder outcomes. The company has a clawback policy in place and uses a mix of salary, annual cash bonuses, and equity awards to structure compensation, with no policy flags triggered.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,812,000
Non-Audit Fees
$0
Deloitte & Touche LLP performed only audit services in 2025 — there were zero non-audit fees, giving a non-audit ratio of 0%, well below the 50% threshold that would raise independence concerns. Auditor tenure is not explicitly disclosed in the proxy so the tenure trigger cannot fire per policy. Deloitte is a Big 4 firm fully appropriate for a $1.7B market-cap company.
Overall Assessment
This is a straightforward annual meeting ballot with no major governance red flags. All five director nominees pass TSR and governance screens, the auditor had zero non-audit fees signaling strong independence, and the Say on Pay program benefits from 95.7% prior-year support and strong stock outperformance versus biotech peers as measured against XBI — SPDR S&P Biotech ETF. The only proposal outside current policy coverage is the new equity incentive plan (Proposal 4), which reserves 10% of fully diluted shares and includes standard shareholder protections such as a no-repricing provision and clawback linkage.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing