Christopher J. Senner
EXELIXISAbout Christopher J. Senner
Christopher J. Senner is Executive Vice President and Chief Financial Officer of Exelixis, serving as principal financial and accounting officer since July 2015. He previously led corporate finance at Gilead Sciences (2010–2015) and held senior finance roles at Wyeth, including CFO of the U.S. pharmaceuticals business and the BioPharma BU. He holds a B.S. in Finance from Bentley College and is 57 years old. Company performance-linked pay metrics emphasize Net Product Revenues and Relative TSR; in 2024, Exelixis’ cumulative TSR reached 200 (vs. 122 for the Nasdaq Biotech peer index), Net Product Revenues were $1,809.4 million, and Net Income was $521.3 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gilead Sciences | Vice President, Corporate Finance | 2010–2015 | Accountable for controllership, tax, treasury, and corporate/operational FP&A, supporting scaled biopharma growth |
| Wyeth (acquired by Pfizer) | CFO, U.S. Pharmaceuticals; CFO, BioPharma BU | Prior to 2010 | Led divisional finance across commercial and biopharma units, driving financial operations pre- and post-transaction |
External Roles
| Organization | Role | Years |
|---|---|---|
| Quince Therapeutics (public) | Director | Since 2019 |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 716,172 | 746,726 | 788,288 |
| Stock Awards ($) | 4,093,312 | 3,888,899 | 3,402,273 |
| Non-Equity Incentive ($) | 361,786 | 301,006 | 478,599 |
| All Other Comp ($) | 11,000 | 11,000 | 11,000 |
| Total ($) | 5,182,270 | 4,947,631 | 4,680,160 |
2024 Annual Cash Bonus Determination
| Item | Value |
|---|---|
| 2024 Base Salary ($) | 797,665 |
| Target Award (%) | 50% |
| Corporate Performance Weighting (%) | 70% |
| Corporate Performance Achievement (%) | 115% |
| Individual Performance Weighting (%) | 30% |
| Individual Performance Achievement (%) | 132% |
| Payout (% of Target) | 120% |
| Annual Cash Bonus ($) | 478,599 |
Notes:
- 2024 base salaries as determined in Feb 2024: Senner increased 6.0% to $797,665 .
- Annual Cash Bonus Plan caps payouts at 200%; no threshold minimum .
Performance Compensation
Long-Term Incentive Mix and 2024 Grants
- Mix: Approximately 50% PSUs and 50% RSUs for 2024 LTIP awards; no stock options granted in 2024 .
- RSU Vesting: Four equal annual installments beginning May 15, 2025; annual vesting thereafter on May 15 until fully vested .
- PSU Metric: 3-year Relative TSR versus Nasdaq Biotechnology Index for the period Dec 30, 2023–Jan 1, 2027; payout up to 175% of target depending on performance; 50% vests at certification, 50% one year later on a quarterly vest date .
| 2024 Award Component | Shares | Grant-Date Fair Value ($) |
|---|---|---|
| RSUs | 82,121 | 1,768,065 |
| PSUs (Target) | 82,121 | 1,634,208 |
| PSUs (Maximum) | N/A | 2,859,849 |
Incentive Design and Metrics (2024)
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash | Corporate Goals + Individual Contribution | 70% / 30% | Target award 50% of base | Corp 115%; Individual 132% | 120% of target | Paid in Feb 2025 |
| PSUs | Relative TSR vs. Nasdaq Biotech Index (3-year) | ~50% of LTIP value | Target shares as granted | In progress (performance period through Jan 1, 2027) | 0–175% of target | 50% at certification; 50% one year later |
| RSUs | Time-based | ~50% of LTIP value | N/A | Service-based | N/A | Four annual installments starting May 15, 2025 |
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
- Beneficial ownership: 615,630 shares as of Feb 28, 2025 (percentage not specified in table) .
- Stock ownership guidelines: Other NEOs must hold equity with value equivalent to 3x annual base salary; all NEOs met targets as of Feb 28, 2025 (valuation based on 200-day average stock price; no credit for options; credit for RSUs/PSUs achieved) .
- Hedging, margin, pledging: Insider Trading Policy prohibits hedging, margin purchases; updated in Dec 2024 to prohibit all pledging; no pledging by executives or directors during 2024 .
Outstanding Equity Awards at Fiscal Year-End (Jan 3, 2025)
| Grant Date | Instrument | Unvested/Unearned (#) | Market/Payout Value ($) | Vesting/Expiry Terms |
|---|---|---|---|---|
| 2/23/2024 | RSUs | 82,121 | 2,789,650 | Four annual installments starting May 15, 2025 |
| 2/23/2024 | PSUs (2024 TSR Goal) | 143,711 | 4,881,863 | 3-year TSR; 50% vests at certification, 50% one year later; max 175% |
| 4/3/2023 | RSUs | 64,061 | 2,176,152 | Annual on established vest dates |
| 4/3/2023 | PSUs (2023 TSR Goal) | 149,474 | 5,077,632 | 3-year TSR ending Jan 2, 2026; max 175% |
| 3/4/2022 | RSUs | 37,993 | 1,290,622 | Annual on established vest dates |
| 3/4/2022 | PSUs (2022 TSR Goal) | 132,973 | 4,517,093 | 3-year TSR; vest per certification/quarterly |
| 3/4/2021 | RSUs | 16,038 | 544,811 | Annual on established vest dates |
| 3/4/2021 | PSUs (2021 goal) | 40,093 | 1,361,959 | Performance-based vest per plan |
| 9/10/2018 | Stock Options (Exercisable) | 129,314 | N/A | Strike $18.80; expires 9/9/2025 |
2024 Exercises and Vesting (Liquidity Indicators)
| Item | Shares | Value Realized ($) |
|---|---|---|
| Options Exercised (2024) | 125,000 | 347,629 |
| Stock Awards Vested (2024) | 129,048 | 3,241,598 |
Employment Terms
Employment Agreements and Benefits
- Employment agreements: None for NEOs .
- Other benefits: 401(k) match up to $11,000 in 2024; broad-based ESPP; standard health benefits .
Change-in-Control (CIC) and Severance Economics
- Plan design: Double-trigger CIC; for NEOs (other than CEO), cash equal to base salary + target bonus for 18 months; full acceleration of unvested equity; COBRA for 18 months; outplacement up to $30,000; earned but unpaid bonuses paid; option exercise period extension per plan .
- Non-CIC termination: Base salary for 12 months; pro-rata annual bonus based on corporate performance and completed months; COBRA for 12 months; no equity acceleration .
- No 280G tax gross-ups; potential reductions to avoid excise tax .
Potential Payments Table (Hypothetical as of Jan 3, 2025; close price $33.97)
| Benefit | CIC Termination ($) | Non-CIC Termination ($) | Certain CIC Transactions w/o Termination ($) |
|---|---|---|---|
| Base Salary | 1,196,498 | 797,665 | — |
| Bonus | 598,249 | 458,657 | — |
| Vesting Acceleration | 18,371,452 | — | 18,371,452 |
| COBRA Payments | 65,202 | 43,468 | — |
| Outplacement | 30,000 | — | — |
| Benefit Total | 20,261,401 | 1,299,790 | 18,371,452 |
Notes:
- Vesting acceleration values assume close price $33.97 on Jan 3, 2025; method of valuation per proxy footnote .
Clawback and Conduct Provisions
- Clawback Policy: Recoupment of all variable compensation for misconduct causing material harm; separate Dodd-Frank compliant supplemental policy for recovery of erroneously awarded incentive compensation irrespective of misconduct .
- Insider Trading Policy: Prohibits hedging and margin purchases; updated to prohibit pledging; no shares pledged by executives/directors as of proxy date .
Compensation Structure Analysis
- Pay Mix: 83% of other NEO compensation considered variable/at-risk in 2024; aligns incentives with performance .
- Shift in LTIP: Continued use of PSUs (Relative TSR) alongside RSUs; no options granted in 2024 indicates emphasis on market-relative and retention-focused equity rather than pure appreciation leverage .
- Bonus discipline: Annual Cash Bonus Plan caps payouts at 200%, with corporate and individual components; 2024 payout for Senner at 120% of target reflects above-target corporate and individual outcomes .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: Approximately 96% support at May 2024 annual meeting; Compensation Committee deemed it an endorsement of policies/practices .
- Ongoing outreach: Bi-annual engagement with top 35 shareholders (>60% outstanding) to gather feedback on compensation and governance .
Equity Ownership & Alignment Red Flags
- Pledging/Hedging: Prohibited; no pledges in 2024 .
- Repricing: 2017 Plan prohibits repricing underwater options without shareholder approval .
- Ownership compliance: Senner meets 3x salary guideline; enhances alignment .
Performance & Track Record (Company-Level Indicators During Tenure)
| Year | Cumulative TSR (Value of $100) | Peer TSR (Nasdaq Biotech) | Net Income ($mm) | Net Product Revenues ($mm) |
|---|---|---|---|---|
| 2020 | 118 | 129 | 111.8 | 741.6 |
| 2021 | 107 | 129 | 231.1 | 1,077.3 |
| 2022 | 94 | 116 | 182.3 | 1,401.2 |
| 2023 | 141 | 121 | 207.8 | 1,628.9 |
| 2024 | 200 | 122 | 521.3 | 1,809.4 |
Investment Implications
- Alignment: Senner’s pay design is heavily tied to multi-year Relative TSR and stock ownership requirements, with 2024 bonus payouts reflecting strong corporate and individual execution; this supports pay-for-performance and long-term value orientation .
- Retention and supply overhang: Significant unvested PSUs/RSUs (e.g., 2024 PSUs 143,711; 2023 PSUs 149,474; 2024 RSUs 82,121) staggered vesting and double-trigger CIC mechanics reduce near-term selling pressure but create medium-term supply as awards vest and certify .
- Liquidity behavior: 2024 exercises and vesting (125k options exercised; 129k shares vested) indicate ongoing liquidity events; 2018 options at $18.80 are deep in-the-money at $33.97 Jan 3, 2025, with expiry Sept 2025, potentially increasing exercise cadence near expiry .
- Downside protections: No employment agreement or tax gross-ups, capped bonus plan, clawbacks, and prohibitions on pledging/hedging reduce governance risk; CIC terms are standard double-trigger with 18-month cash multiple for CFO .
Overall, Senner’s compensation and ownership framework signal disciplined alignment with shareholders via Relative TSR-based PSUs, robust ownership guidelines, and governance guardrails; monitor PSU certification outcomes and option expirations for potential insider selling windows and supply implications .