George Poste
EXELIXISAbout George Poste
George Poste, DVM, Ph.D., FRS, age 80, has served as an independent director at Exelixis since August 2004. He is Chief Scientist at the Complex Adaptive Systems Initiative and Regents’/Del E. Webb Professor of Health Innovation at Arizona State University since 2009, and previously directed ASU’s Biodesign Institute (2003–2009). He holds a DVM and Ph.D. in Virology from the University of Bristol, plus Board Certification in Pathology (Royal College of Pathologists), and is a Fellow of the Royal Society and UK Academy of Medical Sciences, among others .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SmithKline Beecham Corporation | Chief Science & Technology Officer; President, R&D | 1992–1999 | Led pharmaceutical R&D strategy |
| Biodesign Institute (ASU) | Director | 2003–2009 | Built interdisciplinary biomedical research programs |
| Health Technology Networks | Chief Executive Officer | Since 2000 | Consulting in genomics and computing in healthcare |
| U.S. Department of Defense | Defense Science Board member | 2001–2010 | National biodefense policy/advisory work |
External Roles
| Organization | Role | Tenure | Type | Notes |
|---|---|---|---|---|
| Complex Adaptive Systems Initiative (ASU) | Chief Scientist | Since 2009 | Academic | Regents’/Del E. Webb Professor of Health Innovation |
| Caris Life Sciences | Director | Since 2009 | Private | Diagnostics company board member |
| MediSix Therapeutics Pte. Ltd. | Director | Since 2022 | Private | Immune engineering therapies |
| InanoBio, Inc. | Director | 2021–2023 | Private | Biotechnology board service |
| Monsanto Company | Director | 2003–2018 | Public | Acquisition by Bayer in 2018 |
| Orchid Cellmark, Inc. | Non-executive Chairman | Until 2009 | Public | Acquisition by LabCorp in 2009 |
Board Governance
- Committee assignments: Chair, Research & Development Committee; Member, Risk Committee; both composed entirely of independent directors .
- Independence: Listed as “Independent Director” nominee; Board determined 10 of 11 nominees (excluding CEO) are independent .
- Meetings/attendance: In fiscal 2024, Board held 7 meetings; committees held Audit 4, Compensation 6, Governance 5, R&D 4, Risk 2; all directors attended at least 75% of Board and committee meetings; independent directors held 4 executive sessions .
- Term: Annual election of directors; one-year terms under Certificate of Incorporation and Bylaws .
| FY2024 Meeting Counts | Board | Audit | Compensation | Governance | R&D | Risk |
|---|---|---|---|---|---|---|
| Number of meetings | 7 | 4 | 6 | 5 | 4 | 2 |
Fixed Compensation
| Component (FY2024) | Amount (USD) | Basis |
|---|---|---|
| Board retainer | $60,000 | Annual cash retainer for non-employee directors |
| R&D Committee membership | $12,000 | Annual cash retainer |
| R&D Committee chair | $13,000 | Additional annual cash retainer |
| Risk Committee membership | $12,000 | Annual cash retainer |
| Total cash paid (Poste) | $97,000 | Director Compensation Table (FY ended Jan 3, 2025) |
Performance Compensation
| Equity Element | Grant Date | Election/Mix | Grant Date Fair Value (USD) | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU (Poste) | May 31, 2024 | 100% RSUs elected | $408,596 | 100% on first anniversary of grant date | Granted under 2017 Plan Directors’ Policy; value-based approach |
| Stock options (Poste, FY2024) | — | — | — | — | No option award granted in FY2024 |
| Change-in-control | — | — | — | 100% acceleration of unvested director equity; repurchase rights terminate | Applies to non-employee director awards |
Performance metrics tied to director compensation: None disclosed (director awards are time-based, not performance-based) .
Other Directorships & Interlocks
| Category | Company | Role | Overlap/Interlock |
|---|---|---|---|
| Current public boards | None | — | None |
| Prior public boards | Monsanto Company | Director (2003–2018) | Agriculture; no EXEL related-party transactions disclosed |
| Prior public boards | Orchid Cellmark, Inc. | Non-executive Chairman (until 2009) | DNA forensics; no EXEL related-party transactions disclosed |
| Private boards | Caris Life Sciences | Director (since 2009) | Diagnostics; no EXEL related-party transactions disclosed |
| Private boards | MediSix Therapeutics | Director (since 2022) | Immune engineering; no EXEL related-party transactions disclosed |
Expertise & Qualifications
- Training and expertise: Scientist with deep life sciences, healthcare, and pharmaceutical knowledge; broad leadership from board service; policymaking/regulatory experience (e.g., DSB) .
- Education: DVM (Veterinary Medicine) and Ph.D. (Virology) from University of Bristol; Board Certification in Pathology (Royal College of Pathologists) .
- Recognition: Fellow of the Royal Society, UK Academy of Medical Sciences; honorary doctorates and affiliations at Hoover Institution, Stanford .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficially owned shares | 170,816 | As of Feb 28, 2025 |
| Beneficial ownership % of total | * | Percent not itemized; below reporting threshold indicated by * |
| Options exercisable within 60 days (of Feb 28, 2025) | 20,634 | Footnote (14) |
| Total options outstanding (as of Jan 3, 2025) | 36,508 | Aggregate options held |
| RSUs held (as of Jan 3, 2025) | 18,838 | Aggregate RSUs held |
| Hedging/margin loans | Prohibited | Insider trading policy |
| Pledging | Prohibited; none pledged by directors/executives as of proxy date | |
| Ownership guideline | 5× annual cash Board retainer; all non-employee directors met targets as of Feb 28, 2025 |
Say-on-Pay & Election Results (2025 Annual Meeting)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election – George Poste | 222,946,800 | 2,868,484 | 183,168 | 23,953,528 |
| Say on Pay (NEOs) | 218,948,303 | 6,761,611 | 288,538 | 23,953,528 |
Related-Party Transactions (Conflict Indicators)
- Policy: Audit Committee reviews/approves related person transactions; formal policy in place .
- FY2024 disclosure: No related party transactions reportable under SEC rules, other than BlackRock managing a portion of cash/investments and related fees; no director-related transactions reported .
Governance Assessment
- Strengths: Long-tenured scientific leader; chairs R&D Committee aligning oversight with oncology pipeline strategy; serves on Risk Committee overseeing compliance, litigation, and cybersecurity; both committees are independent .
- Attendance/engagement: Board/committee workload appears robust; all directors met ≥75% attendance; independent director executive sessions held 4 times in 2024 .
- Alignment: Meaningful equity retainer via RSUs with time-based vesting; ownership guidelines met; no hedging/pledging permitted and none pledged; director compensation capped and benchmarked; no option repricing .
- Shareholder confidence: Strong 2025 support for Poste’s re-election; Say-on-Pay approved comfortably, indicating stable governance sentiment .
- RED FLAGS: None disclosed for related-party transactions, attendance shortfalls, pledging/hedging, or equity repricing; no public company interlocks currently (reduces conflict risk) .