Michael M. Morrissey
EXELIXISAbout Michael M. Morrissey
Michael M. Morrissey, Ph.D., age 64, has served as Exelixis’ President & Chief Executive Officer since July 2010 and as a director since 2010; he joined Exelixis in 2000 and previously led R&D . He holds a B.S. (Honors) in Chemistry from the University of Wisconsin and a Ph.D. in Chemistry from Harvard University, is an inventor on 70 issued U.S. patents and 25 published applications, and has numerous publications in medicinal chemistry and drug discovery . Under his tenure, Exelixis’ 2024 total revenues reached $2.17 billion (+18% YoY), with eight full years of operating profit, share repurchases over $650 million in 2024, and CABOMETYX maintaining leading TKI market share (43% TRx at year-end 2024) . Pay-versus-performance disclosures show cumulative TSR rising to 200 (value of a $100 investment since 2020) and 2022 relative TSR at the 93rd percentile among Nasdaq Biotechnology constituents (175% PSU payout) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Exelixis | President & CEO | 2010–present | Led transformation of cabozantinib into a global oncology franchise; pipeline advancement and capital return |
| Exelixis | President, R&D | 2007–2010 | Built and led integrated R&D; transitioned programs into clinical development |
| Berlex Biosciences | VP, Discovery Research | 1991–2000 | Discovery leadership in oncology/biotech |
| CIBA‑Geigy | Senior Scientist & Project Team Leader | Prior to 1991 | Medicinal chemistry leadership |
External Roles
| Organization | Role | Years | Strategic Impact / Committees |
|---|---|---|---|
| Vera Therapeutics, Inc. | Chair, Board of Directors | 2022–present | Audit; Nominating & Corporate Governance committees |
| XWPharma Ltd. | Director | 2020–2023 | Clinical-stage biopharma governance |
| CERo Therapeutics, Inc. | Director | 2022 | Next-gen cell therapy strategy oversight |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 1,144,250 | 1,192,001 | 1,266,108 |
| Target Bonus (% of salary) | 100% | 100% | 100% |
| Actual Bonus Paid ($) | 1,155,039 | 960,993 | 1,456,024 |
| 401(k) Match ($) | 11,000 | 11,000 | 11,000 |
Notes:
- CEO’s annual cash bonus is entirely dependent on corporate performance; individual performance does not apply to CEO payouts .
Performance Compensation
Annual Bonus Plan – 2024 Corporate Scorecard (CEO weighting 100% corporate)
| Metric | Weight | Target (illustrative) | Actual Achievement | Achievement % | Payout Effect |
|---|---|---|---|---|---|
| Cabozantinib | 40% | 2 sNDAs; U.S. NPR target | 1 sNDA; U.S. NPR above max; MSN II litigation successfully resolved | 49.5% | Above target driven by NPR and litigation outcome |
| Zanzalintinib | 20% | Complete STELLAR‑303 enrollment; pivotal trial progress | STELLAR‑303 completed early; 304/305 enrollment targets met; EOP2 held; Merck collaboration announced | 23.6% | Target/above target accomplishments |
| XB002 | 10% | Randomized dose cohorts enrollment | 4 cohorts completed; program discontinued (No‑Go) | 10.0% | At target (program decision) |
| XL309/XL495/XB010/XB628 | 10% | FPI combinations; IND/site activations | XL309 FPI combo; XB010 & XL495 FPI achieved | 12.5% | At/above target |
| Clinical Collaborations | 5% | CBX‑12 Go/No‑Go; Sairopa escalation | Cybrexa terminated; Sairopa dose escalations initiated | 5.0% | At target |
| Business Development | 5% | Collab(s) with free drug/co‑funding | Merck pivotal collaboration announced | 7.5% | Above target |
| IND Candidates | 5% | 2 new INDs | XB010, XL495 filed; XB628 updated to Jan 2025 | 6.3% | Above target |
| New DCs | 5% | Up to two DCs | Advanced one DC | 2.5% | Below target |
| Corporate Performance | — | — | Committee discretion applied | 116.9% calc; paid 115% | CEO 115% payout (100% corporate weighting) |
Long-Term Incentives (Design and outcomes)
- 2024 PSU metric: Relative TSR vs Nasdaq Biotechnology (3-year ending Jan 1, 2027); vest 50% at certification then 50% one year later; payout 50%/100%/175% at 50th–64th/65th–79th/≥80th percentile; capped at 100% if absolute TSR negative .
- 2024 grants (target shares): RSUs 241,670; PSUs 241,670 for the CEO (grant-date fair values $5.203m RSUs; $4.809m PSUs at target) .
- Achieved PSU results: 2021 PSUs certified at 125% (cabozantinib NPR + TSR modifier) ; 2022 PSUs certified at 175% (93rd percentile relative TSR) .
- Special one-time performance PSU program (March 2025): CEO granted 589,719 PSUs vesting only if 90-day VWAP ≥$60 within five years and continued employment through year 5 (retention and alignment) .
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Beneficial ownership (shares) | 2,585,778 (incl. 1,764,985 in family trust; 803,065 options exercisable within 60 days; 17,728 shares in 401(k)) |
| Shares outstanding (Feb 28, 2025) | 278,345,734 |
| Ownership as % of shares outstanding | ~0.93% (2,585,778 / 278,345,734) |
| Unvested RSUs (selected grants) | 135,208 (2022); 234,889 (2023); 241,670 (2024) |
| Unvested PSUs (selected grants) | 473,226 (2022, earned maximum certified); 548,072 (2023, performance period ongoing); 422,922 (2024, performance period ongoing) |
| Options outstanding (CEO) | 308,365 (9/10/2018, $18.80 strike, exp. 9/9/2025); 463,781 exercisable + 30,319 unexercisable (3/4/2021, $21.31 strike, exp. 3/3/2028) |
| 2024 exercises / vesting | 480,000 options exercised ($907,200 value); 365,090 shares vested from stock awards ($9,219,021 value) |
| Ownership guidelines | CEO must hold 6× base salary; all NEOs (incl. CEO) met targets as of Feb 28, 2025 |
| Hedging/pledging | Hedging, derivatives, margin loans prohibited; pledging prohibited as of Dec 2024; no director/executive shares pledged |
Notes:
- Director compensation: CEO receives no compensation for board service .
Employment Terms
- Employment agreements: None; NEO compensation governed by plans/policies, not individual contracts .
- Change-in-control (CIC) plan: Double-trigger required; CEO receives 24 months of base salary + target bonus upon CIC termination; full vesting acceleration at target (or higher if certified pre-CIC), option exercise period extended; COBRA up to 24 months and outplacement up to $50,000; no Code §280G tax gross-ups .
- Potential payments (assuming event on Jan 3, 2025): CIC termination total $65,520,105 (incl. $2,532,216 base; $2,532,216 bonus; $60,349,673 equity acceleration; $56,000 COBRA; $50,000 outplacement) .
- Equity treatment if awards assumed in CIC without termination: 2021–2023 PSUs convert to time-based vesting with immediate vest of portions that would have vested pre-CIC; estimated vesting acceleration benefits shown (e.g., $4,252,602 2021; $16,075,487 2022; $3,546,298 2023) .
- Clawbacks: Variable comp recoupment for misconduct causing material harm, plus Dodd-Frank supplemental policy mandating recovery of erroneously received incentive compensation after restatements (regardless of misconduct) .
- Insider trading policy: Strict prohibitions as noted above; updates disclosed and monitored by Audit Committee .
Board Governance
- Board service: Director since 2010; no board committee assignments (CEO not independent under Nasdaq/SEC rules; Board independence is 10 of 11 directors) .
- Leadership structure: Independent Chair separate from CEO (Chair: Stelios Papadopoulos) reducing dual-role concerns; Board regularly evaluates risk and governance frameworks .
- Meetings and attendance: Board held 7 meetings in 2024; all directors attended ≥75% of Board/committee meetings; independent directors held 4 executive sessions; committee meetings: Audit 4; Compensation 6; Governance 5; R&D 4; Risk 2 .
Compensation Structure and Peer Benchmarking
- Program design: Mix of base, annual cash bonus tied to corporate goals, and long-term equity (RSUs and PSUs) with minimum vesting, 7-year option term, and no repricing without shareholder approval .
- Peer group (2024): ACADIA, Alkermes, Alnylam, BeiGene, BioMarin, Exact Sciences, Horizon, Incyte, Ionis, Jazz, Natera, Neurocrine, NovoCure, PTC Therapeutics (added 2024), Sarepta, Seagen, Ultragenyx, United Therapeutics; Exelixis positioned ~60th percentile on revenues and ~36th percentile on market cap vs peers at selection time .
- Say‑on‑pay: ~96% approval at May 2024 meeting; 2024 8‑K reported “FOR” votes 226,652,255 vs “AGAINST” 9,785,746 .
Director & Executive Trading Signals and Vesting Schedules
- Upcoming option expiry: CEO’s 2018 option grant (308,365 shares at $18.80) expires Sept 9, 2025, potentially influencing exercise timing and related selling to cover taxes/cash .
- PSU events: 2023 PSUs performance period ends Jan 2, 2026; 2024 PSUs on Jan 1, 2027 with two-step vest; 2022 PSUs certified maximum with step-vesting through 2026; these dates can create predictable vest-driven supply .
- Special March 2025 PSUs: $60 VWAP trigger over any consecutive 90 days within five years; potential alignment catalyst; zero payout if trigger not met .
Investment Implications
- Alignment: High equity “at-risk” pay and strict ownership/clawback/anti-pledging policies provide strong alignment; CEO met 6× salary ownership guideline .
- Retention: CIC protections with double-trigger and significant equity acceleration ($60.35m estimated) reduce CEO departure risk while avoiding tax gross-ups; special 2025 PSUs add long-dated retention with performance gating .
- Performance linkage: Annual bonus tied to detailed operational goals; PSUs linked to relative TSR with prior cycles paying at 125% (2021) and 175% (2022), indicating strong market-relative execution; 2024 corporate payout at 115% reflects above-target achievements in key areas .
- Trading pressure: 2018 option expiration in 2025 and substantial vesting from RSUs/PSUs can create scheduled supply; 2024 exercises and sizable vestings evidenced in year data; monitor Form 4s for actual dispositions .
- Governance quality: Independent Chair, majority independent board, active committee oversight, robust shareholder engagement, and strong say‑on‑pay support (~96%) underscore governance strength and pay-for-performance validation .