Jules Haimovitz
InnovivaAbout Jules Haimovitz
Independent director since February 2018; age 74 as of the record date. Chair of Innoviva’s Audit Committee, member of the Compensation Committee, and member of the Nominating/Corporate Governance Committee. President of Haimovitz Consulting, Inc.; previously Chairman of Armata Pharmaceuticals until March 2023; designated by Innoviva’s Board as an “audit committee financial expert.” Education: B.S. (1971) and M.A. (1974) in Mathematics, Brooklyn College. Independence affirmed under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spelling Entertainment, Inc. | Chief Executive Officer | Not disclosed | Senior operating leadership |
| King World Productions | Chief Operating Officer | Not disclosed | Senior operating leadership |
| VJN, Inc. | CEO/COO | Not disclosed | Senior operating leadership |
| Imclone Pharmaceuticals | Director | Not disclosed | Audit Committee Chair |
| Ariad Pharmaceuticals | Director | Not disclosed | Audit Committee Member |
| Dial Global, Inc. | Director | Not disclosed | Audit Committee Member |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Armata Pharmaceuticals, Inc. | Director; Chairman until Mar 2023 | Through Mar 2023 as Chairman; current director | Member of Compensation Committee |
Board Governance
- Committee leadership and expertise: Audit Committee Chair; designated audit committee financial expert by the Board based on education and experience. Current Audit members: Haimovitz (Chair), Sarah J. Schlesinger, Derek Small; Audit met 7 times in 2024.
- Committee membership status (record date): Audit (Chair), Compensation (member), Nominating/Corporate Governance (member). Compensation Chair: Sapna Srivastava; Nominating Chair: Sarah J. Schlesinger.
- Independence and attendance: Board determined Haimovitz is independent under Nasdaq rules. Board met 8 times in 2024; each director attended at least 75% of Board and committee meetings.
- Executive sessions: Independent directors meet in regularly scheduled executive sessions.
- Majority voting and conditional resignations: Directors (including Haimovitz) have tendered conditional resignations if not receiving majority votes; Nominating Committee to recommend acceptance/denial if triggered.
- Compensation Committee interlocks: No interlocks—members (including Haimovitz) were not officers/employees; none of Innoviva’s executives serve on boards of entities with reciprocal executive overlap. Compensation Committee met 8 times in 2024.
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 110,000 | Sum of Board and committee retainers aligned with roles held |
- Director cash retainer framework (2024): Board member $50,000; Audit member $10,000; Audit Chair +$35,000; Compensation member $10,000; Nominating/Corporate Governance member $5,000. Portfolio Retainer up to $10,000 per board per quarter for service on affiliates/portfolio companies, based on undercompensation.
Performance Compensation
| 2024 Award | Grant Date | Quantity | Grant-Date Fair Value ($) | Vesting | Other Terms |
|---|---|---|---|---|---|
| RSU | Jun 17, 2024 | 13,923 shares | 224,996 | Vests at sooner of next annual meeting or 1-year anniversary, subject to continued service | Dividend equivalents credited; accelerates on change in control, death, or disability |
| Stock Option | Jun 17, 2024 | 10,000 shares | 66,166 | Same schedule as RSU | Exercise price equals closing price on grant date; accelerates on change in control, death, or disability |
- Performance metrics: Director equity awards are time-based; no disclosed performance-conditioned metrics for director awards.
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock |
|---|---|---|
| Armata Pharmaceuticals, Inc. | Director; Chairman until Mar 2023 | Sarah J. Schlesinger also serves on Armata’s board (interlock within Innoviva’s directors) |
Expertise & Qualifications
- Financial oversight: Audit committee financial expert designation; extensive audit committee experience (Imclone Chair; Ariad and Dial Global audit committees).
- Operating leadership: Former CEO/COO roles across entertainment/media companies.
- Education: B.S. and M.A. in Mathematics, Brooklyn College.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Basis/Date |
|---|---|---|---|
| Jules Haimovitz | 160,829 | <1% | 62,771,151 shares outstanding as of Mar 21, 2025 |
| Unvested RSUs (as of Dec 31, 2024) | 13,923 | N/A | Director RSU outstanding count |
| Stock Options Outstanding (vested/unvested combined) | 30,000 | N/A | Director option outstanding count |
| Ownership Guideline Compliance | In compliance | N/A | Directors must hold ≥10x base cash retainer after 5 years; includes RSUs whether or not vested |
- Insider trading policy: Hedging/monetization transactions require pre-clearance; policy filed as Exhibit 19 to the 2024 10-K. Pledging not disclosed.
Say-on-Pay & Shareholder Voting Signals
| Meeting Date | Director Election Votes For (Haimovitz) | Against/Abstain | Broker Non-Votes | Say-on-Pay For | Say-on-Pay Against | Abstain |
|---|---|---|---|---|---|---|
| Jun 17, 2024 | 52,638,945.53 | 1,360,568 | 2,544,371.42 | 52,833,150.39 | 1,146,788 | 19,575.14 |
| May 19, 2025 | 45,749,193.44 | 2,268,223 | 6,105,926.56 | 45,767,649.44 | 2,070,275 | 187,652 |
Governance Assessment
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Strengths:
- Audit Committee Chair with formal “financial expert” designation; active oversight of audit, internal controls, ERM, and related-person transaction review.
- Independence affirmed; attendance at/above threshold; regular executive sessions of independent directors.
- Clear, structured director compensation with market benchmarking (Mercer, Meridian) and substantial equity component, supporting alignment; compliant with robust stock ownership guidelines (≥10x base retainer after five years).
- Strong shareholder support in director elections and say-on-pay in 2024 and 2025, signaling investor confidence.
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Potential risks and mitigants:
- Sarissa partnership: Two Innoviva directors are Sarissa partners and recuse from decisions; Audit Committee (chaired by Haimovitz) manages the Sarissa relationship and related decisions via an independent committee—oversight concentration is a governance sensitivity but mitigated by recusal and special independent committee process.
- Interlocks: Multiple Innoviva directors serve on Armata’s board, potentially increasing information flow risks; no related-party transactions disclosed affecting independence; Audit Committee reviews related-person transactions.
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RED FLAGS: None disclosed regarding related-party transactions involving Haimovitz; no attendance shortfalls; no option repricing; director awards accelerate upon change in control (common feature, but note for pay-for-performance purists).
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Overall implication: Governance profile shows robust audit leadership, independence, attendance, and ownership alignment; continued scrutiny warranted on Sarissa oversight and cross-board interlocks, but formal mitigants are in place.