Mary C. Beckerle
EXELIXISAbout Mary C. Beckerle
Mary C. Beckerle, Ph.D. (age 70) joined Exelixis’ Board in January 2024 and is an independent director with deep oncology leadership experience. She has served since 2006 as CEO of Huntsman Cancer Institute at the University of Utah, and is Associate Vice President for Cancer Affairs and a Distinguished Professor of Biology and Oncological Sciences; she first joined the University of Utah faculty in 1986. Dr. Beckerle holds a B.A. in Biology and Psychology from Wells College (magna cum laude), a Ph.D. in Molecular, Cellular and Developmental Biology from the University of Colorado Boulder, and completed post-doctoral work at UNC Chapel Hill . The Board determined she is independent under SEC and Nasdaq standards; 10 of 11 nominees are independent overall .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Huntsman Cancer Institute, University of Utah | Chief Executive Officer | 2006–present | Leads a world-class cancer center; also Associate VP for Cancer Affairs; Distinguished Professor; Jon M. Huntsman Presidential Endowed Chair |
| University of Utah | Faculty (Biology/Oncological Sciences) | 1986–present | Numerous research and leadership roles |
| American Society for Cell Biology | President | 2006–2007 | Scientific leadership in cell biology |
| American Cancer Society | Council for Extramural Grants | 2008–2012 | Chair 2010–2012 |
| National Cancer Institute | Board of Scientific Advisors | 2018–2022 | Scientific oversight and advice |
| Dana-Farber/Harvard Cancer Center | External Advisory Board | 2013–2022 | External scientific oversight |
| NIH Advisory Committee to the Director | Member | 2007–2010; reappointed 2024 | High-level NIH advisory role |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson | Director | 2015–present | Science & Technology Committee (Chair); Regulatory Compliance & Sustainability Committee |
| Huntsman Corporation | Director | 2011–present | Nominating & Corporate Governance; Sustainability Committee |
| Howard Hughes Medical Institute | Medical Advisory Board member | 2015–present | Scientific advisory role |
| National Academies and Societies | Member | Various | Elected to National Academy of Sciences, American Philosophical Society, American Academy of Arts and Sciences |
Board Governance
- Committee assignments: Nominating & Corporate Governance; Research & Development; Risk (appointed to Risk effective Jan 1, 2025) .
- Independence: Determined independent; Board overall is 91% independent (10/11 nominees) .
- Attendance and engagement: Board held seven meetings in 2024; all directors attended at least 75% of Board and committee meetings; independent directors met in four executive sessions .
- Committee cadence (FY2024): Audit (4), Compensation (6), Governance (5), R&D (4), Risk (2) .
- Leadership structure: Independent Chair of the Board (Stelios Papadopoulos); Chair role separated from CEO .
- Stock ownership guidelines: Non-employee directors must hold 5x the annual cash Board retainer; as of Feb 28, 2025 all non-employee directors met the requirement .
- Insider trading policy: Prohibits short sales, derivatives, hedging/monetization, margin purchases; updated Dec 2024 to prohibit pledging; no director/officer had pledged shares as of the proxy date .
Fixed Compensation
| Component | EXEL Director Program (2024) | Notes |
|---|---|---|
| Board Annual Cash Retainer | $60,000 | Paid quarterly in arrears |
| Additional Chair (Board) | $35,000 | If serving as Chair |
| Audit Committee Member | $15,000 | Chair add’l $15,000 |
| Compensation Committee Member | $12,000 | Chair add’l $13,000 |
| Governance Committee Member | $12,000 | Chair add’l $13,000 |
| Research & Development Committee Member | $12,000 | Chair add’l $13,000 |
| Risk Committee Member | $12,000 | Chair add’l $13,000 |
| Mary C. Beckerle (FY2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $84,000 |
| Total Cash Compensation | $84,000 |
- Context: The $84,000 cash reflects Board retainer ($60,000) plus two committee memberships in 2024 (Governance and R&D); Risk Committee membership began Jan 1, 2025 and did not contribute to 2024 cash .
Performance Compensation
| Equity Award Type | Grant Date | Shares | Grant-Date Fair Value ($) | Vesting/Terms |
|---|---|---|---|---|
| Initial RSU | Jan 5, 2024 | 15,424 | $358,454 | 25% annually over 4 years; service-based |
| Initial Stock Option | Jan 5, 2024 | 30,848 | $310,898 | Immediately exercisable; subject to company repurchase right; vests 25% at 1st anniversary, then monthly over next 3 years; strike = 100% FMV at grant; post-termination exercise up to earlier of 3 years or remaining term (≤7 years) |
| Annual Director RSU (FY2024 cycle) | May 31, 2024 | Not disclosed (see RSU holdings below) | Included in Stock Awards | Vests 100% at 1-year anniversary; she elected RSUs (not options) for annual award |
- Outstanding holdings: RSUs held as of Jan 3, 2025 = 34,262; options outstanding = 30,848 (director-level) .
- Change-in-control: 100% of outstanding, unvested director equity immediately vests; repurchase rights terminate .
- Director equity is time-based; there are no performance conditions tied to director grants . For company alignment context, the most important NEO pay-for-performance measures were Relative TSR and Net Product Revenues in 2024 .
Other Directorships & Interlocks
| Company | Sector | Role | Committee Roles |
|---|---|---|---|
| Johnson & Johnson | Diversified healthcare | Director | Science & Technology (Chair); Regulatory Compliance & Sustainability |
| Huntsman Corporation | Specialty chemicals | Director | Nominating & Corporate Governance; Sustainability |
- Network considerations: Another EXEL director (Tomas J. Heyman) previously held senior roles at Johnson & Johnson (Corporate VC President; Global Head of BD); this creates a historical network tie that may facilitate industry insight but is not a disclosed related-party transaction .
Expertise & Qualifications
- Oncology and translational science leader; decades of cancer research and treatment experience .
- Recognitions: NACD Corporate Governance Fellow; 2018 NACD Directorship 100 honoree; elected member of NAS, APS, and AAAS .
- Corporate governance: Extensive public company board service with committee leadership (J&J Science & Technology Chair) .
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial Ownership (Shares) | 22,494; less than 1% (*) |
| Options Exercisable within 60 days (included above) | 22,494 (subject to repurchase if early exercised) |
| RSUs Outstanding (as of Jan 3, 2025) | 34,262 |
| Director-level Options Outstanding | 30,848 |
| Pledging/Hedging Status | Company policy prohibits hedging and pledging; no director/officer pledges outstanding |
| Ownership Guideline Compliance | Met (≥5x annual cash Board retainer as of Feb 28, 2025) |
() Percentage not stated; reported as “” in beneficial ownership table indicating less than 1% .
Governance Assessment
-
Strengths
- Independent director with high relevant domain expertise (oncology) on R&D and Risk Committees; adds scientific rigor to oversight .
- Robust attendance standard met by all directors; active executive sessions enhance independent oversight .
- Strong alignment practices (director ownership guidelines; prohibition of hedging/pledging) reduce misalignment risks .
- Director compensation is balanced and within shareholder-approved plan limits; value-based equity awards with clear vesting .
-
Potential watch items
- External board at Johnson & Johnson could present perceived conflict if EXEL enters material transactions with J&J; Audit Committee reviews related-party transactions, and none were reported in 2024 beyond a BlackRock investment management relationship .
- Change-in-control single-trigger vesting for director equity (accelerates on deal close) is common but can be seen as generous; investors often prefer double-trigger even for directors .
-
Compensation mix and signals
- FY2024 cash $84,000 vs. equity grants totaling $1,077,948 in grant-date fair value (stock awards + options), indicating emphasis on equity alignment; total $1,161,948 .
- Initial equity awards on appointment follow policy ($680,000 target value split option/RSU), plus annual RSU grant; vesting schedules are time-based (no performance conditions) .
-
Committee effectiveness and independence
- Governance Committee responsibilities include board performance assessments, independence compliance, and CEO succession planning—areas where her governance experience is additive .
- Risk Committee oversight spans compliance (cybersecurity, drug safety, healthcare compliance); medical/scientific background supports informed risk oversight .
No legal proceedings, related-party transactions involving Dr. Beckerle, or pledging/hedging red flags were disclosed for 2024 .
Director Compensation Detail (FY2024)
| Item | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $84,000 |
| Stock Awards (Grant-Date FV) | $767,050 |
| Option Awards (Grant-Date FV) | $310,898 |
| All Other Compensation | — |
| Total | $1,161,948 |
Related-Party Transactions and Conflicts
- Policy: Audit Committee reviews/approves related-person transactions; management must submit transactions for approval/ratification .
- FY2024 disclosure: No related-party transactions reportable under SEC rules other than BlackRock managing a portion of cash/investments ($568.0m fair value at Jan 3, 2025; $0.3m fees in 2024) .
- Compensation Committee interlocks: None; members were independent and no interlocking relationships existed in 2024 .
Say-on-Pay & Shareholder Engagement
- Annual say-on-pay proposal presented; Board recommends approval .
- Stockholder outreach: Bi-annual engagement targeting top 35 holders (>60% outstanding), 100% acceptance of requested meetings; feedback integrated into governance and compensation practices .
Compensation Structure and Policies (Context)
- Director equity awards: Value-based approach; initial award ~$680,000; annual award ~$400,000; choice of RSUs vs. options; equitable vesting; change-in-control acceleration .
- Plan limits: Director compensation caps $750,000/year after first year; $1,500,000 in the first calendar year of appointment; caps approved by shareholders .
Conclusion
Dr. Beckerle brings high-value scientific and governance expertise to EXEL’s Board and key committees, with compensation and ownership practices that align with shareholder interests. No conflicts or attendance issues were disclosed, and policies around ownership, hedging/pledging, and related-party oversight are robust, supporting investor confidence in board effectiveness .