Stephen Basso
InnovivaAbout Stephen Basso
Stephen Basso, age 59, has served as Innoviva’s Chief Financial Officer since August 21, 2023, and was previously CFO/COO at Cybrexa Therapeutics with senior finance roles at Inozyme Pharma (SVP Finance), Alexion (VP North America commercial operations & global finance), Pfizer, and Fidelity Investments; he holds a B.S. in business from Providence College and an MBA in finance from Boston College . Company performance during his tenure includes 2024 total shareholder return of $123 vs $111 for the peer group and net income of $23.4M (basic EPS $0.37), and Q2 2025 U.S. net product sales of $29.0M (+54% YoY) alongside $67.3M in royalty revenue .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cybrexa Therapeutics | Chief Financial Officer & Chief Operating Officer | — | Senior financial leadership at a therapeutics company |
| Inozyme Pharma, Inc. | Senior Vice President of Finance | — | Finance leadership at a biotech issuer |
| Alexion Pharmaceuticals, Inc. | Vice President, North American commercial operations & global finance | — | Commercial operations and global finance leadership at large-cap biotech |
| Pfizer, Inc. | Various finance roles | — | Foundational big pharma finance experience |
| Fidelity Investments | Finance roles | — | Capital markets and asset management finance experience |
External Roles
None disclosed (no Item 404(a) related-party transactions and no board roles noted) .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $164,063 | $454,500 (rate as of 12/31/2024; increased from $450,000 on 1/1/2024) |
| Target Bonus (% of Salary) | 40% | 40% |
| Actual Annual Bonus ($) | $163,363 | $187,254 (paid at 103% of target based on Company achievements) |
| Signing Bonus ($) | $100,000 (paid post‑start; repayable if departure before first anniversary unless involuntary or good reason) |
Performance Compensation
- Equity awards are primarily time-based (no PSUs disclosed). Annual grants sized to align pay with stock value; RSUs and options vest 25% on the first vest date and the remaining 75% in equal quarterly installments over three years; accelerated vesting applies upon certain change-in-control scenarios and qualifying terminations (double-trigger for RSUs) .
- Company performance measures linking compensation to outcomes include Basic EPS, Gross Revenue, and Amount of Capital Allocation Activities (used in pay-versus-performance analysis) .
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Company performance vs annual goals | 100% | 100% of 40% salary | 103% of target | $187,254 | Cash (paid with annual cycle) |
| RSUs (Grant 3/5/2024) | Time-based (no performance conditions) | — | 12,096 units | — | Grant-date fair value $179,988 | 25% on 2/20/2025; remainder quarterly over 3 years; CIC double-trigger acceleration if terminated within 24 months post-CIC |
| Stock Options (Grant 3/5/2024) | Time-based | — | 25,899 options @ $14.88 | — | Grant-date fair value $166,329 | 25% on 2/20/2025; remainder quarterly over 3 years; CIC acceleration if not assumed or upon qualifying termination within 24 months post-CIC |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 67,861 shares; less than 1% of outstanding; ≈0.11% calculated from 67,861 / 62,771,151 shares outstanding |
| Executive Stock Ownership Guidelines | 2x salary for non-CEO officers; compliance required by 5th anniversary of executive service (Basso service began 8/21/2023; not yet required to meet threshold) |
| Outstanding Equity at FY2024 | Options: 37,500 exercisable & 112,500 unexercisable @ $12.75 (exp. 8/30/2033); 25,899 unexercisable @ $14.88 (exp. 3/4/2034). RSUs: 12,096 unvested (market value $209,866 at $17.35) |
| Vesting Cadence | Remaining unvested options vest quarterly from 2/20/2025 to 11/20/2027; RSUs 25% on 2/20/2025 then equal quarterly over 3 years |
| Hedging/Pledging | Insider Trading Policy requires pre-clearance for hedging/monetization transactions; no specific pledging disclosure noted in the proxy |
Employment Terms
- At-will employment with start date of August 21, 2023; principal workplace Waltham, MA (IST HQ) .
- Base salary $450,000 initially; target annual bonus 40% of salary; initial option grant for 150,000 shares (25% vest at first anniversary then quarterly thereafter) .
- Severance: if terminated without cause or resigns for good reason (subject to release and compliance), 12 months base salary continuation, COBRA premiums up to 12 months, and accelerated vesting of all unvested options if termination occurs within 12 months after a change in control; RSUs fully accelerate if terminated without cause or for good reason within 24 months post-CIC (double-trigger) .
- Restrictive covenants: non-compete and non-solicit; “Restricted Area” includes U.S. and other active jurisdictions; Non-Compete Restricted Period generally up to 12 months post-termination (longer if breach); Non-Interference Restricted Period 24 months post-termination; arbitration in Massachusetts; non-compete consideration equals severance or one month of base if no severance eligibility .
- No related-party transactions or family relationships upon appointment; Item 404(a) clean .
- Clawback policy adopted October 30, 2023, compliant with SEC/Nasdaq for recovery of erroneously awarded incentive compensation upon restatements .
- Perquisites: none beyond standard employee benefits; 401(k) match available .
Potential Payments Upon Termination or Change in Control (as of 12/31/2024)
| Scenario | Cash Severance ($) | Vacation Payout ($) | Equity Acceleration ($) | Health & Welfare ($) | Total ($) |
|---|---|---|---|---|---|
| Termination other than for cause | $454,500 | $35,868 | — | $48,813 | $539,181 |
| Involuntary termination in connection with change in control | $454,500 | $35,868 | $791,336 (RSUs + options) | $48,813 | $1,330,517 |
| Change in control (no termination) | — | — | $791,336 | — | $791,336 |
Compensation Structure Notes
- 2024 grants: RSUs 12,096 and options 25,899 (exercise price $14.88), vest over 4 years (25% on 2/20/2025, then quarterly); 2023 hire grant created exercisable/unexercisable tranches visible in FY2024 awards table .
- 2024 Summary Compensation: Salary $454,500; Bonus $187,254; RSU fair value $179,988; Option fair value $166,329; Other comp $21,726; Total $1,009,797 .
- Cash/equity mix: predominantly time-based equity; no PSUs disclosed; equity awards annually for non-CEO executives to align pay with stock value .
Governance, Benchmarking, and Shareholder Feedback
- Compensation Committee: independent members Sapna Srivastava (Chair), Jules Haimovitz, Sarah Schlesinger; 8 meetings in 2024; uses clawback and stock ownership guidelines; CEO does not set his own pay .
- Consultants: Mercer and Meridian engaged; peer group established July 2024 including biopharma and related asset managers (e.g., Agios, Coherus, Ligand, Theravance, Verona, Xencor, etc.); benchmarking used for future decisions .
- Say-on-Pay: 2024 approval ≈97.8% For; 2025 meeting approved executive compensation (45,767,649.44 For; 2,070,275 Against; 187,652 Abstain) .
Trading Signals and Vesting Pressure
- Near-term vesting events: 25% of 2024 RSUs and options vest on 2/20/2025; remaining vests quarterly thereafter; 2023 options continue to vest quarterly through 11/20/2027—these cadences can create periodic Form 4 activity and potential selling to cover taxes .
- Insider trading policy requires pre-clearance for hedging/monetization; no pledging disclosure observed, which warrants ongoing monitoring in future proxies/10-K exhibits .
Investment Implications
- Alignment: Time-based equity grants, stock ownership guidelines (2x salary), and a compliant clawback policy support pay-for-performance alignment; beneficial ownership is modest (≈0.11% of shares), with compliance due by August 2028, indicating continued accumulation expected to meet guidelines .
- Retention risk: Moderate—12 months cash severance and COBRA, plus double-trigger CIC equity acceleration for RSUs and options, create retention and change-of-control protections without excessive cash multiples; non-compete/non-solicit and arbitration reinforce retention post-termination .
- Selling pressure: Quarterly vesting cadence beginning 2/20/2025 may lead to periodic sales to cover withholding; monitor Form 4 filings around vest dates for trading flow and potential supply .
- Governance comfort: Strong say-on-pay support, independent committee oversight, and consultant benchmarking indicate low compensation-related governance risk; no related-party issues cited at hire .
- Performance backdrop: Company TSR in 2024 exceeded peer group, and Q2 2025 product sales grew 54% YoY, offering a constructive operating backdrop for equity-linked incentives; continued regulatory milestones (e.g., zoliflodacin PDUFA 12/15/2025) can amplify incentive realizations and executive retention value .