Michael Morrissey
About Michael Morrissey
Michael M. Morrissey, Ph.D., 64, is an independent director and the Chair of the Board at Vera Therapeutics. He has served on Vera’s board since May 2022 and is currently President and CEO, and a director, of Exelixis, Inc. (Nasdaq: EXEL). Dr. Morrissey earned a B.S. (Honors) in Chemistry from the University of Wisconsin and a Ph.D. in Chemistry from Harvard University; he is an inventor on 70 issued U.S. patents and 25 published U.S. patent applications, with deep experience in clinical development and biopharma leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exelixis, Inc. (EXEL) | Director; President & CEO | Director/CEO since Jul 2010; joined Exelixis in Feb 2000; prior roles include President of R&D (Jan 2007–Jul 2010) | Led company development; extensive clinical development leadership; prolific inventor (70 patents) . |
| Berlex Biosciences | Various roles, last VP Discovery Research | 1991–2000 | Discovery leadership . |
| CIBA‑Geigy Corporation | Senior Scientist & Project Team Leader, Medicinal Chemistry | Early career | R&D leadership . |
External Roles
| Company | Ticker | Role | Tenure | Notes |
|---|---|---|---|---|
| Exelixis, Inc. | EXEL | Director; President & CEO | Jul 2010–present (CEO); director since 2010 | Ongoing operating CEO role . |
| XWPharma Ltd. | — (private) | Director | Dec 2020–Apr 2023 | Private clinical-stage biopharma board service . |
| CERo Therapeutics, Inc. | CERO | Director | Jan 2022–Nov 2022 | Public biopharma board service . |
Board Governance
- Independence and role: Board determined Dr. Morrissey is independent under Nasdaq rules; he serves as independent Board Chair, with separation of Chair and CEO roles viewed as reinforcing board independence .
- Attendance and engagement: The Board met five times in 2024; each director attended at least 75% of board and committee meetings during their service. Independent directors held five executive sessions in 2024 .
- Committee assignments (2024): Audit Committee member; Nominating & Corporate Governance Committee member. Audit Committee met four times in 2024; Nominating Committee met once .
| Governance Detail | Status |
|---|---|
| Independence status | Independent director |
| Board Chair | Yes (separate from CEO) |
| Committees | Audit (Member); Nominating & Corporate Governance (Member) |
| 2024 Board meetings | 5 (all directors ≥75% attendance) |
| Executive sessions (independent directors) | 5 in 2024 |
| 2024 Audit Committee meetings | 4 |
| 2024 Nominating Committee meetings | 1 |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Annual Board retainer (non‑employee director) | $40,000 |
| Chair of the Board retainer | $30,000 (in 2024; increased to $35,000 effective Jan 1, 2025) |
| Audit Committee member retainer | $10,000 |
| Nominating & Corporate Governance Committee member retainer | $5,000 |
| Total cash fees paid (2024) | $85,000 (matches reported fees) |
Notes:
- Policy change effective Jan 1, 2025 increased the Board Chair retainer to $35,000; Compensation Committee retainers also adjusted (not applicable to Dr. Morrissey unless service changes) .
Performance Compensation
- Form: Equity compensation in stock options per non‑employee director policy; initial and annual option grants with multi‑year vesting; change‑in‑control full acceleration for non‑employee directors .
- 2024 Grant policy levels (amended May 2, 2024): Initial grant is lesser of 25,000 shares or option fair value ≤$700,000; annual grant is lesser of 14,000 shares or option fair value ≤$400,000; annual grants vest to the earlier of first anniversary or next annual meeting; initial grants vest monthly over three years .
| Equity Compensation (2024) | Detail |
|---|---|
| 2024 option award grant-date fair value | $386,589 |
| Options outstanding at 12/31/2024 | 74,000 options |
| Vesting (policy) | Initial: monthly over 3 years; Annual: through earlier of 1-year or next annual meeting; 10‑year term; change‑in‑control acceleration |
Other Directorships & Interlocks
| Relationship | Observations |
|---|---|
| Concurrent operating role | CEO and director at Exelixis (EXEL) while serving as Vera’s independent Board Chair . |
| Related party transactions | 2023–2024 follow‑on offering participation disclosed for certain 5% holders and entities affiliated with other directors; no transactions disclosed involving Dr. Morrissey personally . |
Expertise & Qualifications
- Education: B.S. (Honors) Chemistry, University of Wisconsin; Ph.D. Chemistry, Harvard University .
- Technical/industry: Extensive clinical development leadership; medicinal chemistry and discovery background; author of numerous scientific publications; inventor on 70 issued U.S. patents and 25 published applications .
- Board-relevant: Independent Chair; Audit Committee member; Nominating & Governance Committee member .
Equity Ownership
| Ownership Item | Amount/Status |
|---|---|
| Total beneficial ownership | 72,888 shares (all via options exercisable within 60 days of record date); <1% of shares outstanding |
| Shares outstanding (record date for 2025 meeting) | 63,771,720 shares |
| RSUs | None disclosed for Dr. Morrissey (RSUs in 2024 were disclosed only for Ms. Oliger among non‑employee directors) |
| Pledging/hedging | Company policy prohibits hedging, short sales, and pledging/margining of Company stock by directors |
Governance Assessment
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Strengths
- Independent Chair with substantial operating and R&D leadership in biopharma; enhances strategic oversight and board effectiveness .
- Committee engagement across Audit and Nominating & Governance; board and committee activity levels appropriate (Audit met 4x; Nominating met once) .
- Clean related‑party profile in disclosures; no Morrissey‑specific related‑party transactions noted .
- Strong alignment policies: multi‑year option vesting and prohibition on hedging/pledging .
-
Watch items
- Time/commitment: Concurrent CEO role at Exelixis requires continued monitoring for bandwidth, though no attendance deficits were disclosed (company reports all directors ≥75% attendance in 2024; no individual figures provided) .
- Ownership alignment: Beneficial ownership is primarily via options; no RSUs disclosed for Morrissey and no director ownership guideline disclosure found in the proxy .
- Committee structure: As Board Chair and Audit Committee member, ensure continued robust independence and workload balance within audit oversight (Audit Chair role held by an audit financial expert, Scott Morrison) .
-
RED FLAGS
- None identified specific to Dr. Morrissey in 2024–2025 filings (no related‑party transactions, no pledging, no attendance shortfalls disclosed) .
Overall signal: Independent Chair with deep sector expertise and active committee roles; compensation is standard for non‑employee directors with equity‑heavy mix and multi‑year vesting, and governance policies (anti‑hedging/pledging) support alignment. Monitor time commitments given dual CEO/Chair responsibilities and consider transparency on director ownership guidelines to further bolster alignment .