Sarah Schlesinger
InnovivaAbout Sarah J. Schlesinger, M.D.
Independent director at Innoviva since February 2018; age 65; Lead Independent Director since May 2023. She is Chair of the Nominating/Corporate Governance Committee and a member of the Audit and Compensation Committees, with board-determined independence under Nasdaq listing standards. Dr. Schlesinger is an Associate Professor of Clinical Investigation at Rockefeller University and Senior Attending Physician at Rockefeller University Hospital, with prior leadership in dendritic cell research and vaccine initiatives. She holds a B.A. from Wellesley College and an M.D. from Rush Medical College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walter Reed Army Institute of Research | Led Dendritic Cell section, Division of Retrovirology | 1994–2002 | Scientific leadership in retrovirology |
| Armed Forces Institute of Pathology | Member, Division of Infectious and Parasitic Disease Pathology | 1994–2002 | Pathology expertise |
| Rockefeller University | Scientist via International AIDS Vaccine Initiative; later Associate Professor of Clinical Investigation and Senior Attending Physician | 2002–present | Clinical investigation; vaccine R&D |
| Rockefeller University Hospital IRB | Vice-chair; Chairperson since 2017 | 2003–present | Ethics and human subjects oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Armata Pharmaceuticals, Inc. | Director | Current | Not disclosed |
| Ariad Pharmaceuticals | Independent Director (prior) | 2013–2017 | Board oversight until sale to Takeda |
| Albert Einstein College of Medicine | Board member (non-profit) | Current | Governance in academic medicine |
| The Hastings Center | Board member (non-profit) | Current | Bioethics leadership |
Board Governance
- Independence: Affirmatively determined independent (Nasdaq) .
- Lead Independent Director: Since May 2023; responsibilities include presiding at executive sessions, agenda input, shareholder availability, and convening independent director meetings .
- Board/Committee meetings: Board met 8 times in 2024; committees met Audit 7, Compensation 8, Nominating 4. Each director attended at least 75% of aggregate meetings for their service period .
- Committee assignments (as of Record Date):
- Audit: Member
- Compensation: Member
- Nominating/Corporate Governance: Chair
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 7 |
| Compensation | Member | 8 |
| Nominating/Corporate Governance | Chair | 4 |
- Executive sessions: Independent directors meet regularly in executive session; Chair of the Board typically presides .
- Majority voting bylaw and conditional resignation policy for directors enhances accountability in uncontested elections .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees earned in cash | $100,870 | Includes base director retainer, committee retainer(s), chair retainer for Nominating, and pro-rated Lead Independent Director retainer after July 25, 2024 |
| Annual board retainer (program terms) | $50,000 | Non-employee directors |
| Committee retainers (member) | Audit $10,000; Compensation $10,000; Nominating $5,000 | Annual |
| Committee chair retainers | Audit Chair $35,000; Compensation Chair $25,000; Nominating Chair $15,000 | Annual |
| Lead Independent Director retainer | $25,000 annual (created July 25, 2024) | Allocated from Chair retainer change |
Performance Compensation
Innoviva does not use performance-conditioned equity for directors; equity is time-based RSUs and stock options with standard vesting and change-in-control protection.
| Equity Award Type | Grant specifics (2024) | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|
| RSUs | 13,923 shares granted 6/17/2024 | $224,996 | Vests by next annual meeting or 1 year from grant; annual program $225,000 divided by grant-date price | Carries dividend equivalents paid in cash upon vesting; accelerates on change in control, death, disability |
| Stock Options | 10,000 options granted 6/17/2024 | $66,166 | Same vesting horizon as RSUs; exercise price = closing price on grant date | Accelerates on change in control if not assumed; death/disability acceleration |
Other Directorships & Interlocks
| Entity | Interlock/Overlap | Governance Note |
|---|---|---|
| Armata Pharmaceuticals, Inc. | Schlesinger is a director; Innoviva director Jules Haimovitz also serves on Armata’s board (and previously Chair) | Potential information-flow interlock; no related-party transaction disclosed for Schlesinger |
| Sarissa Capital relationship | Innoviva’s strategic partnership with Sarissa; two Innoviva directors are Sarissa partners (not Schlesinger); Audit Committee manages the relationship via independent oversight | Independent committee oversight mitigates conflicts; Schlesinger not tied to Sarissa |
Expertise & Qualifications
- Clinical and translational research leadership (Rockefeller University; IRB chair since 2017) .
- Infectious disease and retrovirology experience (Walter Reed; Armed Forces Institute of Pathology) .
- Board governance leadership (Chair, Nominating/Corporate Governance; Lead Independent Director) .
- Education: B.A. Wellesley; M.D. Rush Medical College .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Vested/Unvested Detail |
|---|---|---|---|
| Sarah J. Schlesinger, M.D. | 148,629 | <1% | Includes 13,923 RSUs settling within 60 days and 30,000 options exercisable within 60 days of 3/21/2025 |
| Director stock ownership guideline | 10x annual base cash retainer after 5 years of service | N/A | Schlesinger is in compliance with guideline |
| Hedging policy | Pre-clearance required for hedging/monetization transactions | N/A | Insider Trading Policy filed as 10-K Exhibit 19; no pledging disclosure in proxy |
Governance Assessment
- Strengths: Independent status; Lead Independent Director role; chairing Nominating/Corporate Governance; active participation across key committees; strong attendance (≥75% of board and committee meetings); compliance with robust director ownership guideline (10x cash retainer), enhancing alignment .
- Compensation structure: Balanced cash retainer plus standardized equity (time-based RSUs and options) without performance metrics—typical for directors; change-in-control acceleration terms align with market practice; no perquisites noted for directors beyond expense reimbursement .
- Conflicts/Related-party exposure: No disclosed related-party transactions for Schlesinger. Board-level Sarissa partnership is overseen by independent committees; Schlesinger’s independence and LID role support mitigation. Interlock via Armata board with another Innoviva director is a monitoring point; proxy discloses no transactions involving Schlesinger with Armata .
- Shareholder signals: 2024 Say-on-Pay approval at ~97.8% suggests broad investor support for compensation governance; compensation consultants (Mercer, Meridian) assessed as independent with fees of $143,664 in 2024 . Executive clawback policy adopted Oct 30, 2023; independent director executive sessions occur regularly .
- RED FLAGS: None specific to Schlesinger disclosed. Monitoring items include Armata interlock and overall Sarissa affiliation at board level, though independent oversight is explicit and Schlesinger is not affiliated with Sarissa .