S. Gail Eckhardt
EXELIXISAbout S. Gail Eckhardt
S. Gail Eckhardt, M.D., is an independent director of Exelixis, Inc. since January 2024; age 67. She is Professor and Associate Dean of Experimental Therapeutics and Associate Director of Translational Research at the Dan L. Duncan Comprehensive Cancer Center, Baylor College of Medicine, and holds the Albert and Margaret Alkek Foundation Endowed Chair. Her credentials include extensive oncology drug development leadership, prior department chair roles, and service on scientific and advisory boards; she holds a B.S. in Chemistry (Stephen F. Austin State University) and an M.D. (University of Texas Medical Branch), with residency at University of Virginia, post-doctoral fellowship at Scripps Research, and medical oncology fellowship at UC San Diego .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baylor College of Medicine (Dan L. Duncan Comprehensive Cancer Center) | Professor; Associate Dean of Experimental Therapeutics; Associate Director of Translational Research; Endowed Chair | Sep 2023–present | Leads translational oncology initiatives; experimental therapeutics strategy |
| Dell Medical School, University of Texas at Austin | Tenured Professor; Chair, Department of Oncology; Associate Dean, Cancer Programs; Inaugural Director, Livestrong Cancer Institutes | 2017–2023 | Built oncology programs; led institutional cancer strategy |
| University of Colorado School of Medicine | Division Head, Medical Oncology; Associate Director for Translational Research, Comprehensive Cancer Center; Director, Phase I Program and Fellowship | 1999–2017 | Directed early-phase trials; translational research leadership |
External Roles
| Organization | Role | Tenure | Notes / Interlocks |
|---|---|---|---|
| Amgen Inc. | Scientific Advisory Board (Oncology) | Current | Public company advisory role; oncology portfolio relevance |
| Syros Pharmaceuticals, Inc. | Director | Sep 2020–Nov 2024 | Prior public company board; hematologic malignancies focus |
| U.S. FDA Oncology Drugs Advisory Committee | Member (prior) | Not disclosed | Regulatory advisory experience |
| National Cancer Institute (NCI) committees | Cancer Centers Study Section; Investigational Drug Steering Committee; 11 external advisory boards of NCI-designated centers | Not disclosed | Broad external scientific oversight |
| National Academies Cancer Policy Forum | Member | Current | Health policy expertise |
| ASCO | Molecular Oncology Task Force; Board of Directors; Leadership Development Program lead mentor (prior) | Not disclosed | Professional society governance |
| Association of American Cancer Institutes | Board of Directors (prior) | Not disclosed | Cancer institute governance |
Board Governance
- Independence: The Board determined Dr. Eckhardt is independent under SEC/Nasdaq standards; 10 of 11 nominees are independent; all Compensation and R&D Committee members are independent .
- Committee assignments: Compensation Committee (appointed Jan 26, 2024) and Research & Development Committee (appointed Jan 26, 2024); no chair roles .
- Attendance and engagement: Board met 7 times in 2024; all directors attended at least 75% of Board and committee meetings; independent directors held 4 executive sessions .
- Board tenure: Director since January 2024; annual elections; one-year term if re-elected through 2026 annual meeting .
Fixed Compensation
| Component | Amount ($) | Detail |
|---|---|---|
| Annual Board Retainer (cash) | 60,000 | Standard non-employee director cash retainer |
| Compensation Committee Member Retainer | 12,000 | Annual cash retainer for committee membership (non-chair) |
| Research & Development Committee Member Retainer | 12,000 | Annual cash retainer for committee membership (non-chair) |
| Total Fees Earned (FY2024) | 84,000 | Reported in Director Compensation Table for Dr. Eckhardt |
- Fee structure includes additional chair fees which do not apply to Dr. Eckhardt (she is not a chair) .
- Aggregate limits: Non-employee director compensation capped at $750,000 annually post-appointment; $1,500,000 in the first appointment year, stock awards valued at grant-date fair value per 2017 Plan .
Performance Compensation
| Grant Date | Award Type | Shares | Grant-Date Fair Value ($) | Vesting | Change-in-Control Treatment |
|---|---|---|---|---|---|
| Jan 5, 2024 | RSU (initial award) | 15,424 | 358,454 | 25% annually over 4 years, service-contingent | |
| Jan 5, 2024 | Stock Option (initial award) | 30,848 | 310,898 | Immediately exercisable with repurchase right; 25% at 1-year, remainder monthly over next 3 years | |
| May 31, 2024 | RSU (annual award) | — | Included in FY2024 Stock Awards total 767,050 | 100% at first anniversary, service-contingent |
- FY2024 reported equity compensation totals: Stock Awards $767,050; Option Awards $310,898; combined with cash fees for total $1,161,948 .
- Award determination: Value-based approach under Directors’ Policy; share counts based on Black-Scholes/Merton inputs and 30-day average closing price prior to grant .
- Options strike: At 100% of fair market value on grant date; post-termination exercise generally up to earlier of 3 years or remaining term (≤7 years) .
Note: Director equity awards are time-based; no explicit performance metrics tied to director equity grants are disclosed; executive compensation metrics (Relative TSR, Net Product Revenues) apply to NEOs, not directors .
Other Directorships & Interlocks
| Company | Role | Period | Interlock/Conflicts Disclosure |
|---|---|---|---|
| Amgen Inc. | Scientific Advisory Board (Oncology) | Current | Advisory role at a public biotech; Board states no compensation committee interlocks in 2024 |
| Syros Pharmaceuticals, Inc. | Director | Sep 2020–Nov 2024 | Prior public company directorship; no interlocks disclosed |
- Compensation Committee Interlocks: None during 2024; no member has been an Exelixis officer/employee; no interlocking relationships with other companies’ boards/compensation committees .
Expertise & Qualifications
- Oncology clinical development and translational medicine leadership; prior division head and phase I program direction; extensive service on FDA/NCI/ASCO committees .
- Public company governance experience (former Syros director; current Amgen SAB); scientific advisory breadth across NCI-designated centers .
- Academic credentials and training in internal medicine, molecular medicine, and medical oncology supporting R&D oversight .
Equity Ownership
| Item (as of dates noted) | Amount | Notes |
|---|---|---|
| Beneficially Owned Shares (Feb 28, 2025) | 23,136 | Includes shares acquirable via options within 60 days; percentage of total marked “*” (<1%) |
| RSUs Outstanding (Jan 3, 2025) | 34,262 | Aggregate RSU count across initial and annual awards |
| Options Outstanding (Jan 3, 2025) | 30,848 | Aggregate options held |
| Options Exercisable within 60 days (Feb 28, 2025) | 23,136 | Subject to repurchase if early-exercised prior to vest |
| Shares Pledged as Collateral | 0 | Company policy prohibits pledging; none pledged by any director/officer as of proxy date |
Governance Assessment
- Alignment: Material equity grants alongside standard cash retainers create meaningful ownership exposure; RSU and option structures align director pay with shareholder value creation timelines .
- Independence and Committee Fit: Independent status with oncology R&D expertise placed on Compensation and R&D Committees, supporting effective oversight of pay practices and pipeline strategy .
- Engagement: Attendance threshold met; Board/committee cadence indicates active oversight (7 Board, 6 Compensation, 4 R&D meetings in 2024; 4 independent executive sessions) .
- Conflicts and Related Parties: No related party transactions involving directors reported for 2024; Audit Committee oversees and approves related party transactions under formal policy .
- Risk Indicators: Hedging/derivative transactions prohibited; pledging prohibited since Dec 2024; compliance noted (no pledges) .
- Monitoring Considerations: External role at Amgen SAB in oncology warrants routine conflict checks; company discloses no interlocks or conflicts to date .
RED FLAGS
- None disclosed: No interlocks, related-party transactions, hedging/pledging, or attendance shortfalls reported for Dr. Eckhardt in FY2024 .