Mark DiPaolo
InnovivaAbout Mark A. DiPaolo
Mark A. DiPaolo, Esq. (age 54) is Chair of the Board of Innoviva and has served as a director since February 2018. He is Senior Partner and General Counsel at Sarissa Capital Management LP (since May 2013), previously a senior member of Icahn Capital’s investment team (2005–2013) and an M&A attorney at Willkie Farr & Gallagher LLP; he holds a B.A. from Fordham University and a J.D. from Georgetown University. He joined the board of Amarin Corporation plc in February 2023 and previously served on the board of Novelion Therapeutics (Aug 2017–Sept 2018). He became Chair of Innoviva’s Board in May 2023.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Icahn Capital | Senior member, investment team | 2005–2013 | Activist strategy execution across deals |
| Willkie Farr & Gallagher LLP | M&A Attorney | (prior to 2005, not specified) | Transactional and governance experience |
| Novelion Therapeutics, Inc. | Director (public) | Aug 2017–Sept 2018 | Board oversight during transition |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Amarin Corporation plc | Director (public) | Since Feb 2023 | Healthcare board experience |
Board Governance
- Board Chair since May 2023; CEO and Chair roles are separated. A Lead Independent Director (Dr. Sarah Schlesinger) has served since May 2023 to enhance independent oversight.
- Independence: The Board affirmatively determined that Haimovitz, Small, and Schlesinger are independent; Mr. DiPaolo is not listed among independent directors, reflecting his affiliation with Sarissa Capital.
- Committees: Not currently serving on Audit, Compensation, or Nominating/Corporate Governance Committees (as of record date).
- Attendance/Engagement: Board met 8 times in 2024; each director attended at least 75% of applicable Board and committee meetings. All six directors serving as of the 2024 annual meeting attended that meeting.
- Executive sessions: Independent directors meet in regularly scheduled executive sessions.
| Governance Item | Status |
|---|---|
| Board Role | Chair of the Board (since May 2023) |
| Years on Board | Since Feb 2018 |
| Independence | Not listed as independent (others specified) |
| Committees | None (as of record date) |
| 2024 Board Meetings | 8; ≥75% attendance for each director |
Fixed Compensation (Director)
- 2024 Fees Earned: $89,130 (cash compensation paid to Sarissa Capital).
- Policy (2024): $50,000 annual Board retainer; Chair retainer modified mid-year from $50,000 to $25,000, with $25,000 allocated to the Lead Independent Director effective July 25, 2024 (paid pro rata). Committee retainers apply if serving; Mark had no committee roles in 2024.
| 2024 Director Cash Compensation | Amount |
|---|---|
| Fees Earned or Paid in Cash | $89,130 (paid to Sarissa Capital) |
| Annual Board Retainer (policy) | $50,000 |
| Chair Retainer (policy change 7/25/24) | $50,000 annual → $25,000 Chair + $25,000 Lead Independent (pro rata in H2 2024) |
Performance Compensation (Director Equity)
- Annual equity program: On conclusion of each annual meeting, non-employee directors receive RSUs equal to $225,000 divided by closing price (rounded down) and options to purchase 10,000 shares at the closing price; both vest at the next annual meeting or one year, with full acceleration on change in control, death or disability. RSUs carry dividend equivalents payable in cash on vesting.
- 2024 Grants (Mark A. DiPaolo): RSUs valued at $224,996 (13,923 shares granted June 17, 2024); Option grant valued at $66,166 (10,000 options).
| Award Type | Grant Date | Quantity / Terms | Grant-Date Fair Value | Vesting / Features |
|---|---|---|---|---|
| RSUs (annual) | Jun 17, 2024 | 13,923 RSUs | $224,996 | Vest at next annual meeting or 1 year; dividend equivalents; full acceleration on change in control, death, disability |
| Stock Options (annual) | Jun 17, 2024 | 10,000 options; exercise price = closing price on grant date | $66,166 | Vest at next annual meeting or 1 year; full acceleration on change in control, death, disability |
| Outstanding Options (12/31/24) | — | 30,000 options outstanding (vested/unvested) | — | Balance of multi-year director option grants |
Other Directorships & Interlocks
| Company | Relationship | Timing | Notes |
|---|---|---|---|
| Amarin Corporation plc | Director | Since Feb 2023 | Public healthcare board; provides sector insight |
| Novelion Therapeutics, Inc. | Director (former) | Aug 2017–Sept 2018 | Prior public company board service |
Expertise & Qualifications
- Activist and governance expertise: Senior Partner & General Counsel at Sarissa Capital; prior senior role at Icahn Capital executing activist strategies; significant corporate governance and transactional experience.
- Legal and M&A background: Former M&A attorney at Willkie Farr & Gallagher LLP; J.D. Georgetown.
- Healthcare board exposure: Director at Amarin (public), former director at Novelion; relevant to Innoviva’s therapeutics and royalty portfolio context.
Equity Ownership
| Ownership Item | Detail |
|---|---|
| Total Beneficial Ownership | 148,629 shares (less than 1% of outstanding) |
| Included in Total | 13,923 RSUs that will settle within 60 days; 30,000 options exercisable within 60 days (as of Mar 21, 2025) |
| Director Stock Ownership Guideline | Requirement: ≥10x annual base cash retainer after 5 years; Mr. DiPaolo is in compliance |
Related Party Exposure and Conflicts
- Sarissa Strategic Partnership: Innoviva entered a strategic advisory and investment partnership with Sarissa Capital in December 2020; the Audit Committee manages the Sarissa relationship and approves related-party matters. Two directors are partners of Sarissa; they have recused themselves on decisions relating to this partnership; a special committee of independent directors approved the transaction.
- Unwind in process: Innoviva elected in October 2024 to unwind capital accounts in the Sarissa-managed fund, expecting distributions through April 2026.
- Compensation routing: Cash compensation for Mr. DiPaolo’s director service was paid to Sarissa Capital.
Say-on-Pay & Shareholder Feedback (Context)
- Say-on-Pay support: Approximately 97.8% approval at the 2024 annual meeting (discretionary, non-binding).
Section 16 Compliance (Insider Filings)
| Item | Status |
|---|---|
| Section 16(a) filings for directors in FY2024 | Company believes all directors complied; no delinquencies reported (based on representations and filings review) |
Governance Assessment
Strengths and positive signals:
- Separation of Chair/CEO with an empowered Lead Independent Director and regular executive sessions; independent board committees (Audit, Compensation, Nominating).
- Robust director ownership guideline; Mr. DiPaolo is compliant, aligning with shareholders.
- Strong engagement: all directors met ≥75% attendance; all directors attended the 2024 annual meeting.
- Director compensation structure balanced between cash and equity; mid-2024 reallocation of Chair retainer to fund Lead Independent Director role reflects governance responsiveness.
Watch items / potential red flags (with mitigants):
- Non-independent Board Chair with direct affiliation to Sarissa; cash board fees paid to Sarissa could be perceived as a conflict. Mitigants include separation of Chair/CEO, independent Lead Director, Audit Committee oversight of Sarissa partnership, recusals by Sarissa-affiliated directors, and special committee approval.
- Ongoing related-party exposure via Sarissa partnership, though capital account unwind commenced in Oct 2024 with distributions expected through Apr 2026, reducing future exposure.