Marianne Zhen
InnovivaAbout Marianne Zhen
Marianne Zhen, CPA, is Innoviva’s Chief Accounting Officer (age 56) appointed in July 2018; she joined Innoviva in October 2014 after financial leadership roles at Model N and Mosys. She holds a B.S. in Business Administration (Accounting) from San Francisco State University and is a member of AICPA and CalCPA, and has served on the CalCPA Peninsula/Silicon Valley Chapter board . Company performance during her tenure shows revenues rising from $19.7M in FY2022 to $71.6M in FY2023 to $117.0M in FY2024, with cash from operations of $201.7M, $141.1M, and $188.7M, respectively; EBITDA was $222.7M, $162.9M, and $206.7M over FY2022–FY2024 [GetFinancials; Revenues: FY2022–FY2024; Cash from Ops: FY2022–FY2024; EBITDA*]. Innoviva’s pay-versus-performance disclosure indicates cumulative TSR values (based on a $100 initial investment) of $94 (2022), $113 (2023), and $123 (2024), alongside basic EPS of 3.07, 2.75, and 0.37, respectively .
Company Performance (Annual)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $19,694,000 [GetFinancials]* | $71,617,000 [GetFinancials]* | $116,978,000 [GetFinancials]* |
| EBITDA ($USD) | $222,707,000* | $162,931,000* | $206,717,000* |
| Cash from Operations ($USD) | $201,726,000 [GetFinancials]* | $141,064,000 [GetFinancials]* | $188,690,000 [GetFinancials]* |
Values retrieved from S&P Global.
Notes: EBITDA values marked with * have no document citation and are sourced from S&P Global.
TSR and EPS (Pay-Versus-Performance):
- TSR value of initial fixed $100 investment: $94 (2022), $113 (2023), $123 (2024) .
- Basic EPS: 3.07 (2022), 2.75 (2023), 0.37 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Innoviva, Inc. | Accounting leadership roles prior to CAO | 2014–2018 | Built internal financial controls and reporting foundation prior to CAO appointment |
| Model N | Financial leadership roles | Not disclosed | SaaS revenue operations experience applied to public company reporting |
| Mosys | Financial leadership roles | Not disclosed | Semiconductor financial operations exposure |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CalCPA Peninsula/Silicon Valley Chapter | Board member | Not disclosed | Professional standards and regional accounting leadership |
| AICPA | Member | Ongoing | Professional credentialing and ethics adherence |
| CalCPA | Member | Ongoing | California accounting standards and governance |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $329,167 | $400,000 | $404,000 (rate increased Jan 1, 2024) |
| Target Bonus (%) | 50% (increased to 55% effective Mar 1, 2022) | 55% | 55% |
| Actual Bonus ($) | $178,542 | $220,550 | $229,977 |
| All Other Compensation ($) | $22,500 | $24,500 | $25,500 |
| Total Compensation ($) | $771,131 | $924,209 | $967,319 |
Performance Compensation
- Annual cash bonus structure (2024): 75% Company attainment and 25% individual performance; payouts achieved 103% of the 75% corporate component and 105% of the 25% individual component .
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Company Attainment | 75% | 100% | 103% of target | 103% of 75% component | Annual cash bonus cycle |
| Individual Performance | 25% | 100% | 105% of target | 105% of 25% component | Annual cash bonus cycle |
2024 Equity Grants (as granted March 5, 2024 unless noted)
| Award Type | Grant Date | Shares/Options | Exercise Price | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|---|
| RSUs | 3/5/2024 | 10,752 | — | $159,999 | 25% on 2/20/2025, then equal quarterly over 3 years; COC acceleration if not assumed/replaced; double-trigger acceleration post-COC with good leaver |
| Options | 3/5/2024 | 23,022 | $14.88 | $147,852 | Same vesting cadence as RSUs; option expiration 3/4/2034 |
- Stock vested in 2024: 11,070 restricted shares vested; value realized $187,382 .
- Performance measures used by Innoviva to link pay to outcomes: Basic EPS, Gross Revenue, Amount of Capital Allocation Activities .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 64,340 shares; less than 1% of outstanding |
| Shares outstanding (Record Date) | 62,771,151 (for percent context) |
| Within 60 days of 3/21/2025 | 1,673 RSAs and 1,569 RSUs will settle; 35,633 options exercisable |
| Unvested balances at 12/31/2024 | 2,735 unvested RSAs; 18,820 unvested RSUs; 34,584 unvested options |
| Ownership guidelines | Executives must hold 2× salary; Zhen has a minor deficiency; must hold 50% of after-tax shares until compliant |
| Hedging/Pledging | Hedging/monetization transactions require pre-clearance; pledging not specifically disclosed |
| Clawback | Policy adopted Oct 30, 2023 conforming to SEC/Nasdaq rules |
Vesting cadence and potential selling pressure:
- First 25% of 2024 RSUs/options vest on Feb 20, 2025, then quarterly over three years; change-in-control acceleration applies if awards are not assumed or with qualifying termination post-COC .
Employment Terms
| Provision | Terms |
|---|---|
| Appointment | Chief Accounting Officer in July 2018; offer letter dated September 7, 2018 |
| Base salary | $404,000 as of Jan 1, 2024 |
| Target bonus | 55% of base salary (effective Mar 1, 2022) |
| Non-COC severance | Lump sum equal to 100% of base salary; pro‑rata bonus for year of termination; up to 12 months COBRA; subject to release |
| COC severance (good leaver) | Lump sum equal to 100% of base salary plus target bonus; pro‑rata target bonus; up to 12 months COBRA; full acceleration of unvested restricted stock and options; subject to release |
| Equity acceleration | Full acceleration if awards not assumed/replaced in a COC; double-trigger acceleration within 24 months post-COC per award agreements |
| Non-compete / non-solicit | Not disclosed |
Illustrative severance values (as of 12/31/2024):
- Termination other than misconduct: $222,200 pro‑rata bonus; $404,000 cash severance; $64,098 vacation payout; $39,510 health and welfare; total $729,808 .
- Involuntary termination in connection with COC: $222,200 pro‑rata bonus; $626,200 cash severance; $64,098 vacation payout; $490,410 equity vest; $39,510 health/welfare; total $1,442,417 .
Compensation Structure Analysis
- Mix and trend: 2024 includes base salary ($404k), cash bonus ($229,977), RSUs ($159,990 grant-date value), options ($147,852); equity remains a significant component, aligning outcomes with stock performance .
- Bonus calibration: Explicit split between corporate and individual factors with above-target payouts in both components (103% corporate, 105% individual) indicating strong corporate/individual delivery in 2024 .
- Governance safeguards: Ownership guidelines with required retention for shortfall, SEC/Nasdaq-compliant clawback, and pre-clearance for hedging transactions reduce misalignment risk .
Multi-year Compensation Summary
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $329,167 | $400,000 | $404,000 |
| Bonus ($) | $178,542 | $220,550 | $229,977 |
| Stock Awards ($) | $124,988 | $174,997 | $159,990 |
| Option Awards ($) | $115,934 | $104,162 | $147,852 |
| All Other ($) | $22,500 | $24,500 | $25,500 |
| Total ($) | $771,131 | $924,209 | $967,319 |
Compensation Peer Group (Benchmarking)
The Compensation Committee, advised by Meridian, approved a 2024 peer group spanning biopharma and healthcare investment/asset management. Representative peers include Agios, Amarin, Arvinas, Catalyst, Coherus, Ligand, MacroGenics, Morphic, Savara, SpringWorks, Theravance Biopharma, Travere, Verona, Xencor, Xeris, DRI Healthcare Trust, and Cogent Biosciences . Independent consultants Mercer and Meridian provided benchmarking; 2024 fees totaled $143,664, with no conflicts of interest identified .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval: 97.8% “For” among votes cast, leading to no major changes in compensation policies .
- Director compensation and governance practices reviewed with independent consultants; committee independence affirmed .
Risk Indicators & Red Flags
- Clawback policy adopted (Oct 30, 2023) in line with SEC/Nasdaq requirements .
- Insider Trading Policy requires pre‑clearance for hedging/monetization transactions; no specific prohibition on pledging disclosed .
- Ownership guideline shortfall triggers mandatory 50% post-tax share retention, which can reduce near‑term selling pressure from vesting .
- No disclosures of tax gross‑ups, option repricing, or related‑party transactions involving Zhen .
Investment Implications
- Alignment: Multi-year equity awards with four-year vesting and double-trigger COC protection keep incentives tied to stock performance; mandatory share retention due to an ownership guideline shortfall further aligns near-term behavior with shareholders .
- Selling pressure windows: RSUs/options from 2024 grants begin vesting Feb 20, 2025 and quarterly thereafter; near-term settlements (RSAs 1,673; RSUs 1,569; options 35,633 exercisable within 60 days of 3/21/2025) can create incremental supply but are buffered by retention requirements .
- Retention/COC economics: Single executive‑level COC benefits (salary+target bonus, full acceleration, COBRA) reduce turnover risk in strategic transactions; non‑COC severance provides baseline protection for continuity .
- Performance linkage: Bonus payouts above target in both corporate and individual components, combined with rising revenues and strong cash generation, suggest compensation is tied to tangible operating outcomes; governance mechanisms (clawback, consultant independence) support pay‑for‑performance integrity [GetFinancials]* .
Citations: All bracketed references (e.g., **[1080014_0001193125-25-075695_d664816ddef14a.htm:30]**) correspond to Innoviva’s 2025 DEF 14A. Financial values with * are from S&P Global (GetFinancials).