Tomas J. Heyman
EXELIXISAbout Tomas J. Heyman
Independent director since 2023 (age 69), Heyman is an operating partner at Bioqube Ventures (since 2020) with deep corporate development and pharma leadership experience, including serving as President of Johnson & Johnson’s Corporate Venture Capital Group (2015–2019), Global Head of Business Development for J&J’s Pharmaceutical Group (1992–2015), and Managing Director of Janssen Pharmaceutica (2008–2016). He began his career in Janssen’s legal department in 1982, holds a Master of Laws from Katholieke Universiteit Leuven, and completed post-graduate studies in International Law (Geneva) and Business Management (University of Antwerp). He is deemed independent under Nasdaq/SEC standards and currently chairs Exelixis’ Risk Committee and serves on the Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bioqube Ventures | Operating Partner | 2020–present | Life sciences investing and portfolio support |
| Johnson & Johnson Corporate Venture Capital Group | President | 2015–2019 | Led venture arm; capital deployment and strategic investing |
| J&J Pharmaceutical Group | Global Head of Business Development | 1992–2015 | Led BD across pharma; licensing/M&A |
| Janssen Pharmaceutica | Managing Director | 2008–2016 | Senior leadership at J&J affiliate |
| Janssen Pharmaceutica | Legal Department | Began 1982 | Legal, governance foundations |
| Interlaken Therapeutics | Interim CEO / Consultant | 2021–2024 | Operational leadership during transition |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Akero Therapeutics, Inc. | Director | 2020–present | Audit; Nominating & Corporate Governance (Chair) |
| OptiNose, Inc. | Director | 2020–present | Nominating & Corporate Governance; Compensation (Chair) |
| Legend Biotech Corporation | Director | 2022–present | Not disclosed in proxy |
| Primmune Therapeutics (private) | Director | 2024–present | — |
| Venatorx (private) | Non-Executive Chair | 2023–2024 | — |
| Xilio Therapeutics, Inc. | Director (prior) | 2022–2024 | — |
| Invivyd, Inc. (formerly Adagio) | Director (prior) | 2021–2024 | — |
| Crucell NV | Supervisory Board (prior) | Not specified | — |
| International Biomedical Research Alliance | Director (non-profit) | 2018–present | — |
| Interuniversitair Micro-Electronica Centrum (IMEC) | Director (non-profit) | 2012–present | — |
Board Governance
- Committee assignments: Chair, Risk Committee (appointed Chair Elect March 29, 2024; became Chair May 30, 2024); Member, Governance Committee .
- Independence: Board determined Heyman is independent; all members of Risk and Governance Committees are independent; overall Board independence 10/11 directors .
- Attendance: Board held 7 meetings in 2024; all directors attended at least 75% of Board and committee meetings; independent directors held 4 executive sessions .
- Committee activity in 2024: meetings held—Audit (4), Compensation (6), Governance (5), R&D (4), Risk (2) .
- Risk oversight: Risk Committee oversees enterprise risk framework, compliance programs (data privacy/cybersecurity, drug safety, healthcare compliance, quality), investigations/litigation, and trend evaluation; provides periodic reports to the Board .
Fixed Compensation
| Service | Fee Type | Annual Cash Compensation ($) |
|---|---|---|
| Board | Retainer | 60,000 |
| Board Chair (if applicable) | Additional Chair Retainer | 35,000 |
| Audit Committee | Member Retainer | 15,000 |
| Audit Committee | Chair Retainer | 15,000 |
| Compensation Committee | Member Retainer | 12,000 |
| Compensation Committee | Chair Retainer | 13,000 |
| Governance Committee | Member Retainer | 12,000 |
| Governance Committee | Chair Retainer | 13,000 |
| Research & Development Committee | Member Retainer | 12,000 |
| Research & Development Committee | Chair Retainer | 13,000 |
| Risk Committee | Member Retainer | 12,000 |
| Risk Committee | Chair Retainer | 13,000 |
| Director | Fees Earned or Paid in Cash ($) | Period |
|---|---|---|
| Tomas J. Heyman | 90,500 | Fiscal year ended Jan 3, 2025 |
Performance Compensation
- Director equity framework: Initial award value $680,000; annual award value $400,000; directors can elect RSUs or options (or split); options are immediately exercisable with repurchase rights; annual RSUs vest 100% at first anniversary; initial RSUs vest 25% annually over 4 years; change-in-control accelerates 100% vesting .
| Director | Grant Date | Instrument | Grant Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Tomas J. Heyman | May 31, 2024 | RSU | 408,596 | 100% on first anniversary | Annual director grant; value reflects ASC 718 |
| Tomas J. Heyman | — | Stock Options | — | — | No option award disclosed for 2024 |
No performance-based metrics (e.g., TSR, revenue, EBITDA) are tied to non-employee director equity in the disclosed director program .
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict with EXEL | Disclosure |
|---|---|---|---|
| Akero Therapeutics | Biotechnology (metabolic) | None disclosed as related party | Noted in biography |
| OptiNose | Specialty pharma (ENT) | None disclosed as related party | Noted in biography |
| Legend Biotech | Biotechnology (cell therapy) | None disclosed as related party | Noted in biography |
Audit Committee reviews related person transactions; proxy does not disclose related-party transactions involving Heyman .
Expertise & Qualifications
- Corporate development and pharma leadership (J&J BD head; venture capital leadership) .
- Extensive public/private board experience across biotech and pharma .
- Legal training (Master of Laws) and post-graduate studies in international law and business management .
- Board’s stated rationale: expertise in corporate development and leadership in the biopharma sector, plus broad board experience; appointed Risk Committee Chair for these qualifications .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 40,897 | As of Feb 28, 2025 |
| Ownership % of Outstanding | * | Proxy table indicates asterisk in percentage column |
| Options Exercisable within 60 Days | 36,353 | As of Feb 28, 2025 |
| RSUs Held (total shares subject to RSUs) | 32,470 | As of Jan 3, 2025 |
| Pledged Shares | None by directors/officers (policy prohibits pledging; updated Dec 2024) | |
| Hedging/Derivatives | Prohibited by insider trading policy | |
| Stock Ownership Guideline | 5× annual cash Board retainer for non-employee directors | |
| Compliance Status | All non-employee directors met ownership targets as of Feb 28, 2025 |
Governance Assessment
- Positive signals:
- Independence and committee leadership: Heyman is independent and chairs the Risk Committee, which oversees enterprise risk, compliance programs, and investigations—enhancing board risk oversight .
- Ownership alignment: Directors must hold stock equal to 5× annual cash retainer; all met guidelines as of Feb 28, 2025. Pledging and hedging are prohibited; no pledges by directors/officers—reducing misalignment risks .
- Engagement and attendance: Board met 7 times; all directors ≥75% attendance; independent directors held 4 executive sessions, supporting robust oversight .
- Potential risks/monitoring items:
- Multiple external public boards (Akero, OptiNose, Legend Biotech): time commitments and potential information flow should be monitored; no related-party transactions disclosed in proxy .
- Compensation consultant cross-relationships: Compensation Committee’s consultant (Aon) also provided other services (Radford surveys; Aon Risk Services insurance brokerage); while disclosed and overseen, committee independence practices should continue to be scrutinized .
- Program design notes:
- Director pay mix emphasizes time-based RSUs/options; no performance metrics disclosed for director equity—typical for directors, but investors may prefer clearer linkage to long-term TSR or risk-adjusted outcomes .
Say-on-pay governance context: Board conducts bi-annual outreach to top 35 shareholders (>60% outstanding) and integrates feedback into governance and compensation disclosures; advisory vote on executive compensation recommended “FOR” (company-wide context) .