Jack L. Wyszomierski
EXELIXISAbout Jack L. Wyszomierski
Independent director since 2004; age 69. Former EVP & CFO of VWR International and former CFO of Schering‑Plough, bringing deep financial reporting, accounting, and healthcare sector experience. Education: M.S. in Industrial Administration and B.S. in Administration, Management Science & Economics from Carnegie Mellon University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VWR International, LLC | Executive Vice President & Chief Financial Officer | 2004–2009 | Led finance for global lab supplies provider |
| Schering‑Plough Corporation | Finance roles culminating in EVP & CFO | 1982–2003 (CFO from 1996) | Public company CFO; extensive reporting/accounting leadership |
| Joy Manufacturing Company | Capitalization Planning | Pre‑1982 (not specified) | Corporate finance planning |
| Data Resources, Inc. | Management Consultant | Pre‑1982 (not specified) | Strategy/analytics consulting |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| XOMA Corporation | Chairman; Director | Director since 2010; Chairman since Jan 2024 | Audit Committee; Compensation Committee |
| SiteOne Landscape Supply, Inc. | Director | Since 2016 | Audit Committee; Nominating & Corporate Governance Committee (Chair) |
| Athersys, Inc. | Former Director | 2010–Jan 2024 | Audit; Nominations |
| Unigene Laboratories, Inc. | Former Director | 2010–2013 | — |
| AssuraMed Holding, Inc. | Former Director | 2011–2013 | — |
| Solenis, Inc. | Former Director | 2014–2021 | — |
Board Governance
- Committee assignments: Audit Committee (Chair); Nominating & Corporate Governance Committee member .
- Audit Committee: all members independent and designated “audit committee financial experts” by the Board; Audit Committee report signed by Wyszomierski as Chair .
- Independence: Board determined 10 of 11 nominees are independent; audit/compensation/governance committees composed entirely of independent directors .
- Meetings and attendance: Board met 7 times in 2024; committees met Audit (4), Compensation (6), Governance (5), R&D (4), Risk (2). All directors attended at least 75% of Board/committee meetings on which they served; independent directors held four executive sessions .
- Stock ownership guidelines: Non‑employee directors must hold 5× annual cash Board retainer; all non‑employee directors met required ownership targets as of Feb 28, 2025 .
Fixed Compensation
| Component (2024) | Amount (USD) | Source/Notes |
|---|---|---|
| Board retainer | $60,000 | Standard cash retainer |
| Audit Committee membership retainer | $15,000 | Standard committee retainer |
| Audit Committee chair retainer | $15,000 | Chair premium |
| Governance Committee membership retainer | $12,000 | Standard committee retainer |
| Total fees earned (reported) | $102,000 | Matches sum of above |
Performance Compensation
| Award | Grant Date | Grant‑date Fair Value (USD) | Shares/Units | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU award | May 31, 2024 | $408,596 | Not disclosed (see RSU total below) | 100% on first anniversary | Director equity under 2017 Plan; value‑based grants per policy |
| Annual stock option award | May 31, 2024 | — | — | — | No option award to Wyszomierski in 2024 |
| Change‑in‑control treatment | — | — | — | 100% acceleration of unvested director equity | Repurchase rights terminate on CIC |
Performance metrics: Director equity grants are time‑based; no performance metrics disclosed for director compensation .
Other Directorships & Interlocks
- Current public boards: XOMA (Chair; Audit; Compensation), SiteOne (Audit; Nominating & Corporate Governance Chair) .
- Potential interlocks/conflicts: Exelixis disclosed no related‑party transactions in 2024 other than BlackRock managing portions of cash/investments; BlackRock is a >5% holder. No director‑specific related‑party transactions mentioned .
Expertise & Qualifications
- Financial reporting and accounting expertise; Board designated audit committee financial expert; long‑tenured audit chair leadership .
- Extensive healthcare/life sciences experience from Schering‑Plough and VWR .
- Governance acumen via chair roles at public boards (XOMA Chair; SiteOne Nominating & Corporate Governance Chair) .
Equity Ownership
| Item | Quantity | As‑of Date | Notes |
|---|---|---|---|
| Beneficially owned shares | 390,455 | Feb 28, 2025 | “*” indicates <1% of outstanding |
| Options outstanding (total) | 68,562 | Jan 3, 2025 | Aggregate options held |
| Options exercisable within 60 days | 52,688 | Feb 28, 2025 | Included in beneficial ownership; subject to repurchase if early exercised |
| RSUs outstanding (aggregate) | 18,838 | Jan 3, 2025 | Aggregate RSUs held |
| Pledged shares | 0 | As of proxy date | Pledging prohibited; no pledges by directors/executives |
| Ownership guideline compliance | Met | Feb 28, 2025 | Non‑employee directors all met 5× retainer target |
Governance Assessment
- Strengths: Independent audit chair and financial expert; strong attendance; robust stock ownership guidelines and compliance; prohibitions on hedging/derivatives and pledging; no director‑related party transactions disclosed. Say‑on‑pay support high (96% in 2024), signaling investor confidence in compensation governance .
- Considerations: Long tenure (since 2004) warrants continued focus on board refreshment; multiple outside board roles should be monitored versus overboarding guidelines (Exelixis has formal overboarding standards in Corporate Governance Guidelines) .
- Equity design: Director equity accelerates on change‑in‑control; common but can appear shareholder‑unfriendly if not balanced by strong independence and performance oversight—mitigated by independent committee structures and high say‑on‑pay results .
Say‑on‑Pay & Shareholder Feedback
| Year | Approval % | Notes |
|---|---|---|
| 2024 (May) | 96% | Annual advisory vote; Compensation Committee considers results |
| 2023 (May) | 83% | Prior year support; ongoing shareholder outreach described |
Director Compensation Mix (FY2024)
| Component | Amount (USD) | % of Total |
|---|---|---|
| Cash (retainers/fees) | $102,000 | 20.0% |
| Equity (RSUs) | $408,596 | 80.0% |
| Total | $510,596 | 100% |
Board Committee Detail (FY2024 Activity)
| Committee | Role | Meetings Held | Key Oversight Highlights |
|---|---|---|---|
| Audit | Chair | 4 | Financial reporting integrity, auditor oversight, related‑party reviews; all members “financial experts” |
| Governance | Member | 5 | Governance practices, independence assessments, board/committee evaluations, ESG/sustainability oversight |
RED FLAGS
- None disclosed regarding related‑party transactions, hedging/pledging, attendance shortfalls, or insider conflicts for Wyszomierski in FY2024 .
Overall signal: An experienced, independent audit chair with strong ownership alignment and no disclosed conflicts, operating within a governance framework that investors have supported via high say‑on‑pay approvals .