Michael Exton
LEXICON PHARMACEUTICALSAbout Michael Exton
Michael S. Exton, Ph.D. is Chief Executive Officer of Lexicon Pharmaceuticals and a Class III director; he joined the board in July 2024 and entered into his CEO offer letter in July 2024 (age 55) . He holds a B.Sc. and a Ph.D. in neuroscience from the University of Newcastle and a Ph.D. in immunology from the University of Essen, Germany . The compensation committee assessed 2024 performance as “significantly achieved” overall, noting misses on INPEFA and ZYNQUISTA goals but solid progress on LX9211 (pilavapadin), sotagliflozin programs, and financing/business development; Exton’s 2024 CEO annual bonus reflected this outcome . CEO pay ratio in 2024 was 10:1 (annualized CEO total comp $3.17M vs. median employee $304,524) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Novartis | Cardiometabolism Therapeutic Head | Aug 2022 – Jun 2024 | Led global commercial therapeutic areas (CV/metabolic); responsibilities spanned discovery, development, launch prep, BD, IR, media . |
| Novartis | VP & Global Head, Cardiovascular Renal & Metabolism | Nov 2021 – Aug 2022 | Oversaw global CRM franchise strategy and execution . |
| Novartis USA | VP & Head, Cardiovascular Renal & Metabolism (US) | Jan 2018 – Aug 2022 | Drove U.S. franchise leadership across commercial and pre-launch readiness . |
| Invida Pty Ltd | Director, Business Development | Not disclosed (prior to Novartis) | Led BD activities; transaction evaluation/negotiations . |
| Eli Lilly Australia | Research, BD and Commercial roles | 9 years (dates not disclosed) | Broad R&D, BD, and commercial experience in pharma . |
External Roles
- No additional public company directorships or external committee roles for Dr. Exton were disclosed in the filings reviewed .
Fixed Compensation
| Item | 2024 Actual | 2025 Current/Target | Notes |
|---|---|---|---|
| Base Salary | $303,726 | $658,260 per year | 2024 reflects partial year; 2025 per offer letter. |
| Target Bonus % | Not disclosed for 2024 | 70% of base salary | Set by compensation committee. |
| Annual Bonus (Paid) | $222,600 (for 2024 performance) | Not disclosed | Committee judged 2024 goals “significantly achieved” overall . |
Performance Compensation
Annual Cash Incentive
| Metric | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Corporate/Individual goals (not itemized) | Not disclosed | Not disclosed | $222,600 bonus paid for 2024 performance | Paid Feb 2025 cycle per standard practice (timing implied by CD&A) . |
- Determination factors (2024): INPEFA launch/commercial performance (not achieved), ZYNQUISTA regulatory progress (not achieved), LX9211 (pilavapadin) and sotagliflozin advancements (achieved), ex-US sotagliflozin license with Viatris, and financial resource management; overall “significantly achieved” .
Equity Incentives
| Grant Year | Instrument | Quantity/Value | Key Terms |
|---|---|---|---|
| 2024 | Stock options | Grant date fair value $2,308,770 | Under 2017 EIP; options must be ≥ FMV at grant; 10-year term typical . |
| 2025 (annual awards) | Stock options | 2,264,690 underlying shares | Standard vesting: 25% at 1st anniversary, then 1/48 monthly (per plan practice) ; options ≥ FMV; 10-year term . |
| 2025 (annual awards) | RSUs | $1,049,304 grant value (based on $0.695 Feb 12, 2025) | Typical RSU vesting: 1/3 on Feb 28 in each of three years following grant (implies 2026–2028 for 2025 grants) . |
- Change-in-control vesting: RSUs fully vest on termination without cause or for good reason within 24 months after a change in control (double trigger), or upon death/disability; change-in-control definition summarized in RSU agreements . Stock options for named executives (per plan) fully vest upon a change in control; standard plan terms described (applicable plan language) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Apr 3, 2025) | Dr. Exton reported “—” beneficially owned shares and less than 1% ownership; no options/RSUs listed as exercisable/vestable within 60 days (as of record date) . |
| Ownership guidelines | Not disclosed in reviewed materials. |
| Pledging | No pledging disclosure found in reviewed materials. |
| Hedging policy | Company prohibits directors/officers/employees from hedging or offsetting decreases in company stock value and discourages trading options on company stock . |
| Equity plan overhang context | Post-proposed amendments: 75,000,000 shares authorized under 2017 EIP; as of Apr 3, 2025, 22,744,959 options outstanding and 16,304,508 RSUs outstanding under EIP . |
Employment Terms
| Term | Key Economics / Protection |
|---|---|
| Offer letter date | July 2024 . |
| Base/Target | Base $658,260; target bonus 70% of base (subject to adjustment) . |
| Severance/CoC (illustrative amounts if event occurred Dec 31, 2024) | Salary continuation: $636,000; Bonus (CoC-related): $445,200; RSU acceleration per double-trigger; values per table (management severance plan adopted Mar 2025 not reflected) . |
| RSU acceleration (double-trigger) | Full vesting on termination without cause or for good reason within 24 months after a change in control; or upon death/disability; CoC generally includes 35%+ new holder (excluding Invus), certain M&A/asset sales, or board turnover events . |
| Stock option acceleration | Plan provides full acceleration upon change in control for named executives (plan summary language) . |
| Clawback | Incentive-based compensation clawback adopted Oct 2023; 3-year lookback for restatements; recovery of excess incentive comp for executive officers . |
Board Governance (dual-role implications)
- Role and independence: Exton is CEO and a Class III director (management director; not classified as independent directors in company’s independence disclosure) .
- Board structure: Chairman and CEO roles are separated, supporting independent oversight; majority of directors are independent, with committee structures in place (Audit, Compensation, Corporate Governance) .
- Committee roles: Exton is not listed as a member of the Audit, Compensation, or Corporate Governance committees; current committee compositions exclude the CEO .
- Board service history: Director since July 2024; board met 8 times in 2024 with no incumbent director under 75% attendance .
- Director pay (employee directors): Employee directors (including CEO) do not receive additional director compensation .
Director Compensation (context for board service)
- Non-employee director cash retainers: Board $50,000 (Chair $75,000); Audit $10,000 (Chair $20,000); Compensation $7,500 (Chair $15,000); Governance $5,000 (Chair $10,000), prorated; equity awarded under the 2017 Non-Employee Directors’ Equity Incentive Plan with $500,000 annual cap including cash retainers .
Compensation Peer Group (benchmarking)
- For February 2025 compensation decisions, the peer group included: Altimmune, AnaptysBio, Arbutus, ARS Pharmaceuticals, Avadel, Cartesian Therapeutics, CorMedix, Dianthus, Entrada, EyePoint, Immunome, Liquidia, Praxis, Prothena, Pliant, Stoke, Syndax, Taysha, UroGen (and others listed) .
- Prior-year peer groups (2024, 2023, 2022) also disclosed for trend context .
Say-on-Pay & Shareholder Feedback
- Say-on-pay support exceeded 97% at the 2024 annual meeting; committee continued its approach without material changes, noting alignment with shareholder support .
Performance & Track Record (company context during Exton’s tenure)
- 2024 corporate assessment (approved Feb 2025): Objectives for INPEFA commercial performance and ZYNQUISTA approval were “not achieved”; objectives for pilavapadin (LX9211), sotagliflozin (including HCM program), other R&D programs, and financial/business development were “largely achieved”; overall “significantly achieved” .
- Notable transaction: Exclusive license with Viatris for sotagliflozin outside U.S. and Europe (2024) .
Risk Indicators & Overhang (context)
- Reverse split authorization (1-for-10 to 1-for-50) sought in 2025 to address Nasdaq minimum bid price non-compliance; board cited benefits to listing compliance and investor perception; effective increase in authorized but unissued shares post-split may create future dilution capacity .
- Concentrated ownership: Invus and affiliates own ~49.7% of common stock and have board/committee designation rights under a stockholders’ agreement; board independence determinations considered Invus ownership .
Investment Implications
- Alignment: Exton’s target bonus is high (70% of salary) and equity is a large component (substantial option and RSU awards for 2025), aligning compensation with multi-year performance and stock price appreciation; double-trigger RSU vesting mitigates change-in-control windfalls absent termination .
- Retention risk: Severance table indicates ~12 months salary and target bonus upon CoC-related termination (illustrative 12/31/24 amounts), providing moderate protection; clawback adds accountability .
- Selling pressure/overhang: Large annual equity awards (2.26M options plus RSUs by value) and standard vesting cadence (RSUs typically vest 2026–2028; options monthly after 1-year cliff) create identifiable unlock dates that could contribute to supply depending on market conditions .
- Governance: Separation of Chair/CEO and majority-independent board offset dual-role concerns; Exton is not on key committees, preserving oversight .
- Execution: Committee’s 2024 assessment highlights commercialization and regulatory execution risks (INPEFA/ZYNQUISTA), which are the primary levers for value creation under Exton; successful progress on LX9211 and ex-U.S. sotagliflozin licensing supports pipeline and capital strategy .