Brenda Hefti

About Brenda Hefti

Brenda Hefti, J.D., Ph.D., was promoted to General Counsel of Exelixis effective November 7, 2025, after joining the company in 2013 as corporate counsel, becoming Head of IP in 2014, and serving as Senior Vice President, IP & Licensing since 2020 . Exelixis’ recent performance levers tied to executive pay include Relative TSR and Net Product Revenues; in 2024 cumulative TSR (from a 2020 base) reached 200 and Net Product Revenues were $1,809.4 million, with the cabozantinib franchise growing approximately 11% year over year in demand, new patient starts and revenue, and U.S. NPR of $1.8 billion (global NPR $2.5 billion) . The company’s annual corporate performance for 2024 was certified at 115% for bonus funding purposes .

Past Roles

External Roles

No public company directorships or external roles were disclosed for Ms. Hefti in company filings reviewed .

Fixed Compensation

Benchmark – Prior General Counsel role (for context; latest disclosed for Jeffrey J. Hessekiel, J.D.)

Notes: Exelixis discloses no individual employment agreements for NEOs; compensation elements are set by the Compensation Committee, which uses peer benchmarking and maintains a high proportion of “at-risk” pay .

Performance Compensation

Annual Cash Bonus Plan (design and 2024 payout framework)

• Plan basis: Variable cash compensation based on pre-determined corporate goals plus individual contribution; 2024 corporate performance certified at 115% .
• Payout caps: Individual and corporate components capped at 200% and 150%, respectively, per plan design .

2024 PSUs (company-wide design for officers/NEOs)

• Metric and period: Relative TSR over 12/30/2023–1/1/2027; if achieved at or above threshold, 50% vests upon certification after the period and 50% vests on the first quarterly vest date one year later .
• Vesting treatment on change in control: Double-trigger full acceleration at target (or above target if already earned) for participants terminated without cause/constructively terminated within the CIC window (see CIC Plan below) .

RSU and stock option vesting mechanics

• RSUs: For 2024 grants, 1/4 vests on May 15, 2025, then 1/4 each May 15 thereafter (four annual installments) .
• Options (2017 Plan): 7-year term; time-based vesting—25% at 1-year anniversary, then 1/48 monthly thereafter; minimum 1-year vesting requirement applies under plan features .

Most important pay-versus-performance measures used by Exelixis

• Relative TSR; Net Product Revenues .

Equity Ownership & Alignment

Policies and current state

• Stock ownership guidelines: CEO 6x salary; other NEOs 3x salary; 5-year compliance window; credit given for RSUs/earned PSUs (net of taxes), not for options .
• Hedging/margin/derivatives: Prohibited for directors, officers, and employees .
• Pledging: Prohibited as of December 2024; as of the proxy date, no executive officers or directors had pledged shares .
• Insider trading policy: Updated and filed as an exhibit to the 10-K for FYE January 3, 2025 .
• Beneficial ownership: Ms. Hefti was not a Named Executive Officer in the April 2025 proxy table; individual ownership for her was not disclosed there .

Implications for insider selling pressure

• Regular RSU vesting events typically fall on company quarterly vesting dates (February 15, May 15, August 15, November 15), with many annual time-based schedules using the May 15 cycle; these dates can create predictable liquidity windows across officers broadly .
• Pledging and hedging prohibitions mitigate forced-selling/hedging-related supply risk .

Employment Terms

Change-in-Control (CIC) and Severance—plan-based (applies to officers VP and above)

• Double-trigger CIC window: Terminations without cause or constructive terminations within three months prior to and 15 months following a CIC qualify for CIC benefits .
• Cash severance (CIC terminations): Base salary plus target bonus—24 months for CEO; 18 months for other officers (e.g., GC-level participants) .
• Equity acceleration (CIC terminations): Full acceleration of unvested options, RSUs, PSUs at target (or above target if pre-earned) and extended option exercise window as specified .
• COBRA/outplacement: COBRA premiums up to 18 months for officers (24 months CEO) and outplacement services up to $30,000 for officers (up to $50,000 CEO) .
• Non-CIC terminations: 12 months’ base salary for officers (18 months CEO), pro-rata annual bonus based on certified corporate performance, and COBRA up to 12 months for officers (18 months CEO); no equity acceleration .
• No 280G excise tax gross-ups; plan requires a release and includes forfeiture for specified misconduct .
• If awards are not assumed in a CIC, unvested awards accelerate for continuing service participants per the 2017 Plan; if assumed, outstanding PSUs convert to time-based vesting (1/3 annually over three years) if employment continues .

Clawback and governance

• Company-wide Clawback Policy (misconduct/material harm) and Supplemental Dodd-Frank Recoupment Policy (restatements) cover executive incentive compensation .
• Compensation Committee composed entirely of independent directors; uses independent consultant (Aon) and peer benchmarking; emphasizes at-risk pay .

Performance & Track Record

Company performance context during Ms. Hefti’s tenure (select metrics disclosed)

Additional 2024 disclosures

• Cabozantinib franchise growth of approximately 11% year-over-year in demand, new patient starts and revenue; 2024 U.S. NPR $1.8B; global NPR $2.5B .

Leadership transition note

• Prior GC (Jeffrey J. Hessekiel, J.D.) notified the company of his resignation effective November 2025; the 8-K states his decision was not due to any disagreement, and Ms. Hefti’s promotion to GC was effective November 7, 2025 .

Compensation Structure Analysis

• Increased at-risk pay mix and PSU usage: 2024 incentives emphasize Relative TSR in PSUs and time-based RSUs; for 2024, 83% of non-CEO NEO pay and 90% of CEO pay were variable/at-risk, aligning outcomes with shareholder returns and revenue execution .
• Bonus plan discipline: Formal Annual Cash Bonus Plan with defined corporate goals and payout caps; 2024 corporate performance certified at 115% .
• Governance safeguards: No 280G gross-ups; minimum one-year vesting; no option repricing without shareholder approval; robust clawback and insider trading restrictions updated in 2024 to prohibit pledging .

Equity Ownership & Alignment (Policy Snapshot)

Employment Terms (Summary for GC-level officer under CIC Plan)

Investment Implications

• Alignment/retention: Double-trigger CIC protections, at-risk equity with Relative TSR, and 3x ownership guidelines for officers support alignment and retention as Ms. Hefti moves into the GC role; no individual employment agreement reduces fixed obligations and preserves flexibility .
• Supply risk timing: Company-wide vesting conventions concentrate potential insider sales activity around quarterly vesting dates (notably May 15 for many time-based RSUs), though pledging/hedging prohibitions reduce forced-selling/hedging pressure; individual Form 4 data would be needed for precise near-term supply analysis .
• Transition signal: The GC transition was disclosed as not due to disagreement, which reduces governance red-flags typically associated with unexpected legal leadership changes; continuity from a long-tenured IP/licensing executive may support ongoing IP strategy and BD execution .
• Pay-for-performance: With Relative TSR and Net Product Revenues driving pay-versus-performance linkage, and 2024 U.S. NPR of $1.8B with strong cabozantinib trends, incentive structures appear tied to value-creation levers likely relevant to the new GC’s remit in IP, licensing, and compliance .