Pavel Raifeld
InnovivaAbout Pavel Raifeld
- Chief Executive Officer of Innoviva since May 2020; age 41; education: A.B., Harvard University; M.B.A., Columbia University .
- Background spans activist healthcare investing (Sarissa Capital), healthcare investment banking (Credit Suisse), and strategy consulting (McKinsey & Company; Boston Consulting Group) .
- Company performance context under his tenure: total revenue rose from $310.5m in 2023 to $358.7m in 2024; net income was $179.7m in 2023 and $23.4m in 2024; company TSR “$100 investment” values: 88 (2020), 122 (2021), 94 (2022), 113 (2023), 123 (2024) .
Company performance (USD, millions unless noted)
| Metric | 2023 | 2024 |
|---|---|---|
| Total Revenue | $310.463 | $358.711 |
| Net Income | $179.722 | $23.392 |
Total Shareholder Return – value of $100 initial investment
| Year | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR ($) | 88 | 122 | 94 | 113 | 123 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Sarissa Capital Management LP | Investment team member | — | Focused on improving company strategies to enhance shareholder value . |
| Credit Suisse Securities (USA) LLC | Senior member, healthcare investment banking | — | Senior coverage in healthcare investment banking . |
| McKinsey & Company, Inc. | Consultant (biopharma advisory) | — | Advised biopharmaceutical companies . |
| The Boston Consulting Group Ltd. | Consultant (biopharma advisory) | — | Advised biopharmaceutical companies . |
External Roles
| Organization | Role | Years | Committee roles / governance |
|---|---|---|---|
| Innoviva, Inc. | Director | — | Board Chair is independent (separate from CEO); Lead Independent Director in place; board committees staffed by independents; CEO not listed on Audit/Comp/Nominating committees . |
- Board structure mitigates dual-role risks: Chair and CEO roles are separated; Lead Independent Director (Dr. Schlesinger) presides over executive sessions; independent directors meet regularly .
- Board met 8 times in 2024; each director attended ≥75% of meetings/committees served .
Fixed Compensation
- Base salary: $505,000 as of Dec 31, 2024; target annual bonus: 80% of base salary .
- 2024 annual cash bonus paid: $414,747; payout calibrated to 103% of the 100% corporate target (CEO bonus determined by company attainment) .
- Say‑on‑Pay support: ~97.8% approval at the 2024 annual meeting .
Multi-year compensation (from Summary Compensation Table, USD)
| Year | Salary | Bonus | Stock awards | Option awards | All other comp | Total |
|---|---|---|---|---|---|---|
| 2022 | $440,000 | $294,333 | — | $1,044,300 | $20,333 | $1,798,966 |
| 2023 | $485,000 | $361,648 | — | — | $22,000 | $868,648 |
| 2024 | $503,333 | $414,747 | — | $1,775,340 | $23,000 | $2,716,420 |
Performance Compensation
Annual incentive structure and calibration (2024)
| Metric | Weighting/Target | Actual/Payout | Notes |
|---|---|---|---|
| Corporate performance | 100% target | 103% attainment (CEO bonus paid accordingly) | Metrics used to link pay to performance include Basic EPS, Gross Revenue, and Amount of Capital Allocation Activities (Pay vs Performance) . |
Equity awards and vesting (2024 CEO grants)
| Grant date | Type | Size | Exercise/Price | Vesting |
|---|---|---|---|---|
| Mar 5, 2024 | Stock option | 75,000 | $14.88 | 25% on Feb 20, 2025; remainder in equal quarterly installments over next 3 years . |
| Mar 5, 2024 | Stock option | 100,000 | $18.00 | Same schedule as above . |
| Mar 5, 2024 | Stock option | 150,000 | $20.00 | Same schedule as above . |
- First‑year vesting from the 2024 package totals 81,250 options on Feb 20, 2025 (25% of 75k, 100k, 150k tranches), with quarterly vesting thereafter, subject to service; double‑trigger acceleration applies within 24 months post‑change‑in‑control (CIC) per award/offer terms .
Equity Ownership & Alignment
Beneficial ownership and breakdown (as of Mar 21, 2025)
| Holder | Beneficially owned | % of outstanding | Detail |
|---|---|---|---|
| Pavel Raifeld | 576,666 shares | <1% | Includes 564,063 options exercisable within 60 days of record date . |
Outstanding CEO equity (as of Dec 31, 2024)
| Instrument | Exercisable | Unexercisable | Exercise price | Expiration |
|---|---|---|---|---|
| Stock options | 250,000 | — | $14.10 | 5/19/2030 |
| Stock options | 87,500 | 12,500 | $13.17 | 5/20/2031 |
| Stock options | 93,750 | 56,250 | $16.31 | 5/1/2032 |
| Stock options | — | 75,000 | $14.88 | 3/4/2034 |
| Stock options | — | 100,000 | $18.00 | 3/4/2034 |
| Stock options | — | 150,000 | $20.00 | 3/4/2034 |
Ownership policy, hedging/pledging
- Executive stock ownership guideline: CEO must own shares equal to 6x base salary within 5 years of becoming an executive officer; Mr. Raifeld’s service commenced May 20, 2020, so the compliance deadline was approaching in 2025; not yet required as of the measurement cited .
- Insider Trading Policy: hedging/monetization transactions require pre‑clearance; policy is designed to promote compliance with insider trading laws; no specific disclosure of stock pledging for the CEO in the proxy .
Employment Terms
- Employment letter dated April 29, 2022: initial term through April 30, 2024; auto‑renews for successive one‑year periods absent notice; base salary $500,000 from May 1, 2023 through April 30, 2024; increased to $505,000 effective May 1, 2024; target bonus 80% of salary .
- Severance (termination without cause): 6 months of base salary paid over time; pro‑rated target bonus for year of termination (subject to program conditions) .
- CIC protections: upon involuntary termination within 24 months post‑CIC, unvested stock options fully vest (double trigger) .
Illustrative severance values (as of Dec 31, 2024; USD)
| Scenario | Bonus for year | Cash severance | Vacation payout | Equity acceleration | Total |
|---|---|---|---|---|---|
| Termination without cause | $404,000 | $252,500 | $82,791 | — | $739,291 |
| Involuntary termination in connection with CIC | $404,000 | $252,500 | $82,791 | $296,000 (in‑the‑money) | $1,035,291 |
Clawback and governance
- Clawback policy adopted October 30, 2023, compliant with SEC/Nasdaq rules; requires recovery of erroneously awarded incentive‑based compensation in the event of a restatement .
- Compensation consultants/peer group used in 2024: Mercer and Meridian advised on program design and benchmarking; peer set included companies such as Agios, Ligand, Catalyst, Verona, Theravance, Xencor, Xeris, and others approved in July 2024 .
Board Governance
- Chair and CEO roles are separated; Mark A. DiPaolo serves as non‑employee Chair; Lead Independent Director is Dr. Sarah J. Schlesinger; independent directors meet in executive session .
- Committee structure and independence: Audit (Chair: Haimovitz), Compensation (Chair: Dr. Srivastava), Nominating/Corporate Governance (Chair: Dr. Schlesinger); all committee members are independent; CEO is not listed as serving on any board committee .
- Director elections by majority vote in uncontested elections; conditional resignations policy for failures to receive majority support .
Investment Implications
- Pay-for-performance alignment: CEO target bonus tied to corporate results (103% attainment in 2024), and equity comprises a significant portion of total compensation; Pay vs Performance disclosures identify Basic EPS, Gross Revenue and capital allocation as key drivers, consistent with Innoviva’s revenue growth (2024: $358.7m) and pipeline/commercial milestones (e.g., zoliflodacin NDA timing, ZEVTERA U.S. launch plan) .
- Retention and vesting cadence: 2024 option package vests 25% on Feb 20, 2025 and quarterly thereafter; double‑trigger acceleration supports retention through change‑in‑control scenarios; near‑term vesting creates potential liquidity events but also increases alignment via ongoing service‑based vesting .
- Ownership and governance: Beneficial ownership <1% with substantial vested options (564,063 exercisable within 60 days), balanced by robust governance (separate Chair/CEO, Lead Independent Director, independent committees, clawback policy) mitigating dual‑role risks and supporting oversight of strategy and capital allocation .
- Shareholder sentiment: 97.8% Say‑on‑Pay approval in 2024 indicates strong investor support for compensation program design, reducing near‑term governance overhang risk .