Julie Anne Smith
EXELIXISAbout Julie Anne Smith
Independent director of Exelixis, Inc. since 2016; age 54. Chair of the Compensation Committee and member of the Audit Committee; the Board has determined she is independent under SEC/Nasdaq standards and serves on committees composed entirely of independent directors. She holds a B.S. in biological and nutritional sciences from Cornell University and brings senior operating experience across commercialization and rare disease biopharma .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nuvig Therapeutics, Inc. | Chief Executive Officer & Director | 2023–2024 | CEO leadership at private autoimmune therapeutics developer |
| ESCAPE Bio Inc. | President & CEO; Director | 2018–2022 | Led clinical-stage neurodegenerative therapeutics strategy |
| Nuredis, Inc. | President & CEO; Director | 2017–2018 | Built early-stage biotech operations |
| Raptor Pharmaceutical Corp. | President & CEO; EVP & COO | CEO 2015–2016; EVP/COO 2012–2014 | CEO through sale to Horizon Pharma plc (2016); commercial/operational leadership |
| Enobia Pharmaceuticals | Chief Commercial Officer | 2008–2012 | Commercial build-out prior to acquisition by Alexion |
| Jazz Pharmaceuticals plc | Vice President, Commercial | 2006–2008 | Commercial leadership |
| Genzyme General | Vice President, Global Marketing | 2001–2005 | Global brand/marketing responsibilities |
| Novazyme Pharmaceuticals | Operations & Business Development | 2000–2001 | Established operations/business development for startup |
| Bristol-Myers Squibb Company | Various roles | Began 1996 | Early industry experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Stoke Therapeutics, Inc. | Director | Since 2020 | Compensation Committee |
| Audentes Therapeutics, Inc. | Director | 2016–2020 (until acquisition) | — |
| Biotechnology Innovation Organization (BIO) | Director (Health & Emerging Companies Sections) | Prior | — |
Board Governance
| Dimension | Details |
|---|---|
| Independence | Board determined Ms. Smith is independent; 10 of 11 nominees independent overall |
| Committee Assignments | Compensation Committee (Chair); Audit Committee (member; Audit Committee comprised entirely of independent “financial experts”) |
| Committee Responsibilities (selected) | Compensation: executive and director pay oversight, equity plans, human capital; Audit: financial reporting integrity, auditor engagement, related-party transaction review |
| Compensation Consultant | Aon Human Capital Solutions retained by Comp Committee; Aon fees $472,455; Radford access $59,510; affiliate insurance brokerage $223,200 (conflict oversight addressed in charter) |
| Attendance | Board met 7 times in 2024; committees met Audit: 4, Compensation: 6, Governance: 5, R&D: 4, Risk: 2; all directors attended ≥75% of Board and committee meetings; independents held 4 executive sessions |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Board Retainer | 60,000 | Standard non-employee director cash retainer |
| Audit Committee Member Retainer | 15,000 | Paid for Audit membership |
| Compensation Committee Retainer | 12,000 | Paid for committee membership |
| Compensation Committee Chair Fee | 13,000 | Additional chair retainer |
| Total Fees Earned (FY2024) | 100,000 | Matches sum of board + committee + chair fees |
Performance Compensation
| Grant/Term | Structure | Vesting | FY2024 Value |
|---|---|---|---|
| Annual Director Equity (Policy) | Director may elect RSUs and/or nonstatutory stock options; value-based sizing (Black-Scholes and 30-day average price) | RSUs: 100% on first anniversary; Options: immediately exercisable; early-exercised shares subject to repurchase until vest at 100% on first anniversary | Annual award target value $400,000 (policy) |
| Ms. Smith FY2024 Election | 50% RSUs / 50% options | As above | Stock awards $217,225; option awards $190,575; total equity $407,800 |
| Change-in-Control | 100% acceleration for outstanding/unvested director equity; repurchase rights terminate | Single-trigger acceleration | — |
Note: Director equity is time-based; performance metrics (Relative TSR, Net Product Revenues) apply to NEO pay under “Pay Versus Performance,” not to director compensation .
Other Directorships & Interlocks
- No compensation committee interlocks existed in 2024; none of the Compensation Committee members (including Ms. Smith) were officers/employees of Exelixis .
- No related-party transactions reportable in 2024 involving directors; Audit Committee reviews related-party transactions per policy .
Expertise & Qualifications
- Senior operating executive across commercialization, operations, and rare disease biopharma; prior CEO roles at public/private companies .
- Committee leadership (Compensation Chair) and Audit Committee financial expertise by Board designation .
- Public company governance experience; current Stoke Therapeutics board service .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (2/28/2025) | 107,302 shares; <1% of shares outstanding (278,345,734) |
| Options Exercisable within 60 days | 106,539 shares underlying options |
| Aggregate RSUs Held (1/3/2025) | 10,015 shares |
| Aggregate Options Held (1/3/2025) | 180,347 shares |
| Pledging/Hedging | Company prohibits hedging/derivatives; pledging prohibited since Dec 2024; no director/officer shares pledged as of proxy date |
| Stock Ownership Guidelines | Non-employee directors required to hold 5× annual cash Board retainer; all non-employee directors met targets as of 2/28/2025 |
Governance Assessment
- Board effectiveness: Ms. Smith’s dual roles (Compensation Chair and Audit member) and designation among Audit “financial experts” indicate strong governance capability; committees are fully independent and active (6 Compensation, 4 Audit meetings in 2024), with broad human capital, pay, and financial oversight .
- Alignment: Cash fees of $100,000 and equity of $407,800 (50/50 RSU/options) create at-risk alignment via equity; she meets 5× retainer ownership guideline; no hedging/pledging allowed, none pledged—positive signal for alignment .
- Conflicts/related parties: No director-related transactions disclosed; Compensation Committee interlock risks explicitly absent—low conflict risk .
- Compensation structure signals: Director equity accelerates fully on change-in-control (RED FLAG for some investors as single-trigger), though common in director programs; limits on director compensation ($750k annual; $1.5M in first year) constrain pay inflation—supportive of governance discipline .
- Engagement: Board and committee activity levels and ≥75% attendance across directors; four independent executive sessions in 2024—supports active oversight and independence .