David E. Johnson
EXELIXISAbout David E. Johnson
David E. Johnson (age 42) is an independent director of Exelixis, Inc. since May 2023; he is Managing Partner and Chief Investment Officer of Caligan Partners LP and previously held senior investing roles at The Carlyle Group and Morgan Stanley. He holds an A.B. and S.M. in Applied Mathematics from Harvard College and brings expertise in strategic capital allocation and life sciences investing; he serves on EXEL’s Audit Committee and Research & Development Committee and is classified as independent under SEC and Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caligan Partners LP | Managing Partner & CIO | 2017–present | SEC-registered investment adviser; strategic capital allocation focus |
| The Carlyle Group | Managing Director | 2010–2017 | Global private equity and alternatives; healthcare deal experience |
| Morgan Stanley (Principal Investments) | Vice President | 2004–2010 | Principal investments across sectors |
| Weiss Asset Management | Investment professional | 2003–2004 | Public markets investing |
| AMAG Pharmaceuticals, Inc. | Director | 2019–2020 | Board role prior to acquisition by Covis Group |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Liquidia Corporation | Director | 2021–present | Audit Committee |
| The Children’s Scholarship Fund, Inc. | Director | Current | — |
| Harvard College Fund | Exec Committee (prior) | — | Prior service |
Board Governance
- Committee assignments: Audit Committee (members all independent and all designated “audit committee financial experts”), and Research & Development Committee (all independent) .
- Independence: Board determined 10 of 11 nominees are independent; all members of Audit, Compensation, and Governance committees are independent under Nasdaq; Audit members meet Exchange Act independence .
- Attendance: The Board met 7 times in 2024; all directors attended at least 75% of Board and committee meetings; independent directors held 4 executive sessions .
- Committee activity levels in FY2024: Audit (4), Compensation (6), Governance (5), Research & Development (4), Risk (2) meetings .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Board annual retainer (cash) | $60,000 | Non-employee director cash retainer |
| Audit Committee retainer (cash) | $15,000 | Member retainer; additional $15,000 if chair (not Johnson) |
| Research & Development Committee retainer (cash) | $12,000 | Member retainer; additional $13,000 if chair (not Johnson) |
| Total cash fees earned (Johnson) | $87,000 | Sum of Board + Audit + R&D retainers in FY2024 |
| Annual director equity policy value | $400,000 | Value-based approach under Directors’ Policy |
| Johnson annual option award (grant date) | $406,907 | Grant date fair value on May 31, 2024; Johnson elected 100% options |
| Exercise price policy | 100% of FMV at grant | Options priced at fair market value on grant date |
| Vesting schedule (annual option) | 100% at 1-year anniversary | Immediately exercisable; early exercise subject to repurchase right until vest |
- Change-in-control term: 100% of outstanding and unvested director equity immediately vests; repurchase rights terminate on change in control .
Performance Compensation
| Element | Metrics | Notes |
|---|---|---|
| Director equity awards | None disclosed | RSUs and options are time-based; no performance metric linkage for directors |
Other Directorships & Interlocks
| Company/Entity | Relationship to EXEL | Potential Interlock/Conflict Notes |
|---|---|---|
| Liquidia Corporation | Independent director; Audit Committee | No disclosed commercial relationship with EXEL; typical industry network overlap |
| Caligan Partners LP | Johnson is Managing Partner & CIO | Caligan/managed accounts hold EXEL shares; Johnson deemed beneficial owner; monitor for activist influence and decision-making conflicts |
| AMAG Pharmaceuticals, Inc. | Former director | Prior board role; no current link to EXEL operations |
- Related-party transactions oversight: Audit Committee reviews and must approve related person transactions; mitigates conflict risk .
Expertise & Qualifications
- Capital allocation and investor perspective: Managing Partner & CIO, Caligan; prior senior roles at Carlyle and Morgan Stanley .
- Audit committee financial expertise: All Audit Committee members designated “financial experts” (includes Johnson) .
- Life sciences governance: Current Liquidia board service; prior AMAG board; sector familiarity .
- Education: A.B. and S.M. in Applied Mathematics, Harvard College .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 1,609,394 shares; less than 1% of outstanding |
| Components | 79,120 options exercisable within 60 days (subject to repurchase if early exercised) ; 1,525,730 shares held by Caligan Partners Master Fund LP and managed accounts for which Johnson is Managing Partner; Johnson deemed to hold director options for benefit of Caligan and may transfer underlying shares post-exercise |
| Shares pledged as collateral | None; pledging prohibited; policy updated Dec 2024; no director or executive has pledged shares |
| Ownership guidelines | Non-employee directors must hold 5x annual cash Board retainer; all non-employee directors met targets as of Feb 28, 2025 |
Insider Trades
| Date | Filing | Key Details |
|---|---|---|
| May 30, 2024 | Form 4 (joint filing by Johnson and Caligan) | Notes Johnson’s beneficial ownership including 79,120 director options and 1,525,730 shares held by Caligan fund/accounts; options deemed held for benefit of Caligan; potential post-exercise transfer to Caligan |
Governance Assessment
- Board effectiveness: Johnson adds investor discipline and capital allocation expertise; Audit Committee membership strengthens financial oversight; R&D Committee role ties investor perspective to pipeline governance .
- Independence & engagement: Classified independent; attended at least 75% of Board/committee meetings amid a 2024 schedule of seven Board meetings and frequent committee sessions; independent directors held four executive sessions .
- Compensation alignment: Cash fees modest; Johnson elected 100% options for 2024 annual grant ($406,907 fair value, vest 1-year), increasing upside alignment; director equity awards are time-based and standardized under policy; change-in-control acceleration is typical but should be monitored for optics .
- Ownership alignment: Meets stock ownership guidelines; material beneficial stake via Caligan-managed positions enhances alignment but introduces dual-role considerations; hedging/pledging prohibited, reducing misalignment risk .
- RED FLAGS and monitoring:
- Dual role as fund manager with EXEL holdings could present perceived conflicts (activism, short-termism); mitigated by independence assessment and Audit Committee oversight of related-party transactions; ongoing monitoring recommended .
- No pledging, hedging or derivative transactions allowed under policy; none reported for directors/executives—reduces alignment risk .
- Attendance threshold met and committee workload robust; no low-attendance concerns disclosed .
- Compensation committee practices: Uses independent consultant (Aon); committee addresses adviser conflicts; Aon also provided insurance brokerage services to the company, which the committee oversees for potential conflicts .