Robert L. Oliver, Jr.
EXELIXISAbout Robert L. Oliver, Jr.
Independent director at Exelixis since May 2023; age 66. Former senior commercial leader in pharma with executive roles at Otsuka America Pharmaceutical (President & CEO 2016–2017; President & COO 2014–2016; VP Sales & Marketing 2010–2014; Chair, Otsuka Canada 2016–2020) and Wyeth Pharmaceuticals (SVP 2008–2010; VP 2005–2008), earlier career at Johnson & Johnson (1989–2005). Education: B.A. Rutgers University and M.B.A. Saint Joseph’s University. Board-identified expertise in pharmaceutical commercialization, financial strategy, and business development; current committee assignments: Compensation and Risk; independent; no current public company directorships.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Otsuka America Pharmaceutical, Inc. | President & CEO | 2016–2017 | Led commercial operations and strategy |
| Otsuka America Pharmaceutical, Inc. | President & COO | 2014–2016 | Operational leadership, commercialization |
| Otsuka America Pharmaceutical, Inc. | VP Sales & Marketing | 2010–2014 | Built U.S. commercial capabilities |
| Otsuka Canada Pharmaceutical, Inc. | Chairman | 2016–2020 | Governance oversight for Canadian affiliate |
| Wyeth Pharmaceuticals | Senior Vice President | 2008–2010 | Senior commercial leadership |
| Wyeth Pharmaceuticals | Vice President | 2005–2008 | Commercial leadership |
| Johnson & Johnson | Various positions | 1989–2005 | Commercial roles in pharma and CPG |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PsyBio Therapeutics Corp. (public) | Director | 2021–2024 | Prior public company directorship |
| Immunomedics, Inc. (public) | Director | Jan 2017–Mar 2017 | Tenure ended at acquisition by Gilead Sciences |
| Neurotez, Inc. (private) | Director | Since 2017 | Private biotech board |
| Hyalo Technologies, LLC (private) | Director | Since 2017 | Biotechnology/biopharma |
| CELLIX Biosciences (private) | Executive Advisor | Since 2018 | Advisory role |
| Hyalo Technologies, LLC (private) | Executive Advisor | Since 2017 | Advisory role |
| Saint Joseph’s University | Pharma Board of Advisors | Current | Non-profit/academic governance |
| Accreditation Council for Medical Affairs | Board of Governors | Current | Non-profit governance |
| Current public company boards | — | — | None |
Board Governance
- Independence: Independent director; all Audit, Compensation, Governance, and Risk Committee members are independent per Nasdaq and SEC rules.
- Committee assignments: Compensation Committee (member) and Risk Committee (member). Chairs: Compensation—Julie Anne Smith; Risk—Tomas J. Heyman.
- Meeting cadence and attendance: Board met 7 times in 2024; all directors attended ≥75% of Board and committee meetings; independent directors held 4 executive sessions.
| Committee | 2024 Meetings Held | Current Chair | Oliver Membership |
|---|---|---|---|
| Board of Directors | 7 | Independent Chair: Stelios Papadopoulos | Director |
| Audit | 4 | Jack L. Wyszomierski | — |
| Compensation | 6 | Julie Anne Smith | Member |
| Governance | 5 | Maria C. Freire (Chair since May 30, 2024) | — |
| Research & Development | 4 | — | — |
| Risk | 2 | Tomas J. Heyman (Chair since May 30, 2024) | Member |
- Compensation Committee interlocks: None; no interlocking relationships with other companies’ boards/compensation committees in 2024 (committee included Oliver).
Fixed Compensation
- 2024 non-employee director cash compensation schedule:
- Board retainer: $60,000
- Additional Board Chair retainer: $35,000
- Committee retainers: Audit $15,000; Compensation $12,000; Governance $12,000; R&D $12,000; Risk $12,000
- Committee chair adders: Audit $15,000; Compensation $13,000; Governance $13,000; R&D $13,000; Risk $13,000
| 2024 Director Compensation (Oliver) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 84,000 |
| Stock Awards (RSUs) | 408,596 |
| Option Awards | — |
| All Other Compensation | — |
| Total | 492,596 |
- Director compensation caps: Aggregate annual value cap $750,000; initial-year cap $1,500,000, per stockholder-approved 2017 Plan.
Performance Compensation
- Annual equity award policy (value-based): Initial award value $680,000; annual award value $400,000; directors can elect 100% RSUs or stock options, or split roughly evenly.
- Oliver’s 2024 equity election: Received 100% of the annual award in RSUs (grant date May 31, 2024; grant-date fair value $408,596).
- Vesting schedules and terms:
- Annual RSUs: 100% vest on first anniversary of grant, continuous service required.
- Initial RSUs: 25% annually over four years.
- Options: Immediately exercisable with company repurchase right; annual options vest 100% after one year; initial options vest 25% after one year then monthly over next three years; 7-year term; post-termination exercise generally up to 3 years (not to exceed option term).
- Change in control: All outstanding, unvested director equity immediately vests; repurchase rights terminate.
| Director Equity Structure | Grant Date | Instrument | Value Basis | Vesting | Notes |
|---|---|---|---|---|---|
| Annual Award (Oliver 2024) | May 31, 2024 | RSUs | Value-based; aggregate target $400,000 | 100% after 1 year | Elected 100% RSUs |
| Director Equity Policy | Ongoing | RSUs/Options | Initial $680,000; Annual $400,000 | RSU: time-based; Option: immediate exercisability with vest/repurchase | CIC: immediate vesting |
Other Directorships & Interlocks
| Company | Current/Prior | Role | Tenure | Interlock Risk |
|---|---|---|---|---|
| Current public boards | Current | — | — | None (no current public boards) |
| PsyBio Therapeutics Corp. | Prior (public) | Director | 2021–2024 | Low; not a disclosed supplier/customer |
| Immunomedics, Inc. | Prior (public) | Director | Jan 2017–Mar 2017 | Low; tenure ended at acquisition |
| Neurotez, Inc. | Current (private) | Director | Since 2017 | Low |
| Hyalo Technologies, LLC | Current (private) | Director; Executive Advisor | Since 2017 | Low |
| CELLIX Biosciences | Current (private) | Executive Advisor | Since 2018 | Low |
- Compensation Committee interlocks: None in 2024 (committee comprised Smith, Oliver, Eckhardt, Papadopoulos).
Expertise & Qualifications
- Pharmaceutical commercialization leadership (Otsuka, Wyeth, J&J).
- Financial strategy and business development experience.
- Independent governance credentials; no current public company boards (reduces interlock risk).
- Education: B.A. Rutgers; M.B.A. Saint Joseph’s University.
Equity Ownership
| Ownership Component | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 22,250 | Includes shares he has the right to acquire within 60 days as below |
| Options exercisable within 60 days | 21,206 | Subject to repurchase by the company if exercised while unvested |
| Aggregate RSUs held (as of Jan 3, 2025) | 32,470 | Total RSUs outstanding per director holdings table |
| Shares outstanding (Feb 28, 2025) | 278,345,734 | Basis for percentage calculation |
| Ownership % of outstanding | ≈0.008% | Computed from 22,250 ÷ 278,345,734; both figures cited |
| Stock ownership guidelines (directors) | 5x annual cash Board retainer | Credit for RSUs/PSUs (earned), no credit for unexercised options |
| Compliance status | Met | All non-employee directors met targets as of Feb 28, 2025 |
| Hedging/margin loans | Prohibited | Insider Trading Policy prohibits hedging and margin loans |
| Pledging | Prohibited; none in 2024 | Policy updated Dec 2024 to prohibit all pledging; no pledges by directors in 2024 |
Governance Assessment
- Independence and engagement: Oliver serves on Compensation and Risk Committees, both comprised entirely of independent directors; Board/committee attendance thresholds met; independent sessions held regularly—supports board effectiveness.
- Alignment via pay mix: 2024 director pay was predominantly equity ($408,596 RSUs) versus cash ($84,000), indicating strong alignment with shareholders; annual director equity election was 100% RSUs, further emphasizing long-term orientation.
- Ownership and policy safeguards: Meets director ownership guideline (5x cash retainer); hedging, margin loans, and pledging are prohibited, with no pledges in 2024—reduces misalignment and financing risk.
- Interlocks/conflicts: No compensation committee interlocks in 2024; related-party transactions—none reportable other than BlackRock management fees—no director-specific related-party exposure disclosed for Oliver.
- Say-on-pay and investor sentiment: 96% approval for Say-on-Pay in May 2024—signals strong shareholder support for compensation governance under committees including Oliver.
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, or low attendance; no current public company directorships reduce potential interlocks.
Watch items: Director equity vests immediately upon change in control (standard market practice), which can amplify incentives around strategic transactions; board-level equity limits exist ($750,000 annual, $1,500,000 initial-year cap) mitigating excessive awards.