Stelios Papadopoulos
EXELIXISAbout Stelios Papadopoulos
Independent Chair of Exelixis’ Board since 1998; director since 1994. Age 76. Education: M.S. in Physics, Ph.D. in Biophysics, and M.B.A. in Finance from New York University, with prior faculty role at NYU Medical Center. Career credentials include decades in biotech investment banking (Cowen, PaineWebber, Drexel, DLJ) and extensive public board leadership (including Biogen Chair 2014–2023). Exelixis’ Board affirms his independence despite co-founder status; he has never been employed by the company and is qualified to serve as Chair and on the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cowen & Co., LLC | Vice Chairman; biotech/pharma investment banker | ~2000–2006 | Sector-focused banking leadership |
| PaineWebber, Inc. | Investment banker; Chairman of PaineWebber Development Corp. | ~1987–2000 | Built biotech finance franchise |
| Drexel Burnham Lambert | VP, Equity Research (biotech analyst) | pre-1987 | Biotech equity research |
| Donaldson, Lufkin & Jenrette | Biotechnology analyst | pre-1985 | Biotech coverage |
| NYU Medical Center (Dept. of Cell Biology) | Faculty | pre-1985 | Academic R&D foundation |
| Anadys Pharmaceuticals | Co-founder; Director; Chair (pre-acquisition) | 2000–2011 | Led to sale to Roche in 2011 |
| Biogen Inc. | Director; Chair | 2008–2023; Chair 2014–2023 | Governance and strategic oversight |
| Eucrates Biomedical Acquisition Corp. (SPAC) | Director; Chair | 2020–2023 | SPAC leadership |
| BG Medicine, Inc. | Director | 2003–2018 | Diagnostics oversight |
| Cellzome Inc. | Co-founder; Director | pre-2012 | Sold to GSK in 2012 |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Regulus Therapeutics, Inc. | Chair | 2013–present; Director since 2008 | Audit; Nominating & Governance |
| Ovid Therapeutics Inc. | Director | Since Mar 2025 | Audit; Compensation |
| Graviton Bioscience Corp. (private) | Director | Since Sep 2023 | — |
| Epikast, Inc. (private) | Co-founder; Chair | Since Jun 2023 | — |
| Fondation Santé (non-profit) | Co-founder; Chair | Ongoing | — |
Board Governance
- Role: Independent Chair; Board leadership is separated from CEO to enhance independent oversight .
- Committee assignments: Audit (financial expert), Compensation, Research & Development; active governance across finance, pay, and scientific programs .
- Independence: Board explicitly reviewed and affirmed independence despite co-founder history (never employed; no current relationships creating conflicts) .
- Attendance/engagement: Board met 7 times in 2024; all directors attended ≥75% of Board and committee meetings; independent directors held 4 executive sessions .
- Compensation Committee composition: Julie A. Smith (Chair), S. Gail Eckhardt, Robert L. Oliver Jr., and Stelios Papadopoulos; committee retained Aon as independent consultant and reported no interlocks with other company boards .
- Shareholder engagement: Bi-annual outreach to top 35 holders; Say-on-Pay support ~96% in 2024 indicating positive pay-for-performance alignment .
- Insider trading policy: Prohibits hedging/derivatives and, since Dec 2024, pledging of Exelixis stock; no pledges by directors/officers as of the proxy date .
Fixed Compensation (Director; FY2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Board Annual Retainer | 60,000 | Standard retainer |
| Chair of Board Additional Retainer | 35,000 | For independent Chair role |
| Audit Committee Retainer | 15,000 | Member retainer |
| Compensation Committee Retainer | 12,000 | Member retainer |
| Research & Development Committee Retainer | 12,000 | Member retainer |
| Total Cash Fees (FY2024) | 134,000 | Matches Director Compensation Table |
Performance Compensation (Director Equity; FY2024)
| Award Type | Grant Date | Grant Value (USD) | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU | May 31, 2024 | 408,596 | 100% vests on first anniversary | Elected 100% RSUs for annual grant |
| Annual Option | — | — | — | No option award in FY2024 |
| Policy Framework | — | Annual value target $400,000; initial $680,000 for new directors | RSUs vest 1-year cliff; options immediately exercisable with 1-year cliff/3-year monthly vest (initial) and 1-year cliff (annual) | Value-based sizing; Black-Scholes formula; director change-in-control acceleration (single-trigger) |
No performance metrics apply to director equity (RSUs/options are time-based). Executive PSUs use Relative TSR vs. Nasdaq Biotechnology Index; not applicable to directors .
Other Directorships & Interlocks
| Company | Overlap with EXEL Competitor/Supplier/Customer | Potential Interlock/Conflict Commentary |
|---|---|---|
| Regulus Therapeutics (Chair) | Biopharma; microRNA therapies | No EXEL disclosed related-party transactions with Regulus; low direct product overlap |
| Ovid Therapeutics | CNS/brain conditions | Distinct therapeutic focus; committee roles noted |
| Prior Biogen (Chair) | Neuro/immunology | Historical role; no current EXEL related-party ties disclosed |
Proxy discloses no related-party transactions involving directors; BlackRock advisory services are the only related-party item due to >5% ownership (not director-related) .
Expertise & Qualifications
- Financial, scientific, and strategic leadership across biotech boards and investment banking; Audit Committee financial expert .
- Extensive governance experience (multiple public boards; chair roles) aligned with Exelixis’ oncology strategy and risk oversight .
- Advanced academic credentials in physics/biophysics and finance; prior faculty appointment adds scientific depth .
Equity Ownership
| Ownership Measure (as of Feb 28, 2025) | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 1,297,086 | Includes 36,508 options exercisable within 60 days; overall % reported as <1% (“*”) |
| RSUs Outstanding (shares) | 18,838 | Aggregate RSUs held at FY-end |
| Options Outstanding (shares) | 36,508 | Aggregate options held at FY-end |
| Pledging/Hedging | None | Prohibited; no pledges by directors/officers as of proxy |
| Director Ownership Guideline | 5× annual cash Board retainer | All non-employee directors met guidelines as of Feb 28, 2025 |
Governance Assessment
- Strengths:
- Independent Chair with deep capital markets and biotech governance experience; serves on Audit, Compensation, and R&D committees (broad oversight) .
- Audit Committee financial expert; independence explicitly vetted despite co-founder history .
- Strong attendance culture; independent executive sessions; robust shareholder engagement and high Say-on-Pay support (96%) indicating investor confidence in governance and pay practices .
- Director equity fully time-based with clear change-in-control treatment; prohibitions on hedging/pledging and director ownership guidelines with full compliance support alignment .
- Potential Watch Items:
- Long tenure (director since 1994; Chair since 1998) may raise refreshment concerns; mitigated by recent Board refresh and independence confirmation .
- Multiple external commitments (Regulus Chair; Ovid Board) necessitate ongoing monitoring of time allocation and any emergent related-party exposures; proxy reports none currently .
- Consultant relationships: Aon provides compensation advice; affiliate Aon Risk Services provides insurance brokerage—committee assessed independence; continue monitoring for conflicts .
No compensation committee interlocks; no director-related party transactions; independence and risk oversight disclosures are robust .