UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 14A


Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.    )


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Filed by a Party other than the Registrant☐o


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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12§240.14a-12

LOGO

EXELIXIS, INC.

(NameExact name of the Registrantregistrant as Specified In Its Charter)


specified in its charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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Check box if any part of the fee is offset as provided by Exchange Act Rule0-11(a)(2) and identify the
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DEAR FELLOW STOCKHOLDERS,

Whether you are a recent investor or have been with Exelixis for a longer portion of our25-year history, thanks for your confidence in our company. With your support, Exelixis made important progress on our mission to help cancer patients recover stronger and live longer in 2018, our second consecutive year of profitability on an operating basis. Our performance was made possible by increased U.S. uptake of our lead medicine, CABOMETYX®, as well as strong growth in collaboration revenues from our partners advancing our products – COMETRIQ®, CABOMETYX®, COTELLIC®, and now MINNEBRO™ – around the world. We are proud that we continued to maintain our profitability even as we made extensive investments in internal drug discovery, productin-licensing, clinical development, and corporate infrastructure that will support our growth into the future.

As stewards of Exelixis’ business, the Board of Directors recognizes that as the company grows, so do the performance expectations and responsibilities imposed on its leadership. We have, therefore, worked with the management team to conduct a thorough review of our governance and compensation practices to ensure that they are appropriate for a company of Exelixis’ scale and growth potential. In the course of this review, we sought to obtain critical input and perspective from our stockholders. These engagement efforts resulted in the following significant governance and compensation enhancements, including:

Declassification of the Board of Directors through amendment of our certificate of incorporation – if this change is approved by the stockholders, the Board of Directors will be declassified and all directors will stand for election annually, beginning at the 2020 Annual Meeting of Stockholders;

Adoption of a more objective framework to guide the evaluation of annual executive bonuses;

Adoption of a Policy for Recoupment of Variable Compensation (also known as a clawback policy);

Incorporation of individual and corporate performance components into the long-term incentive compensation program; and

Adoption of stock ownership guidelines for executives and members of the Board of Directors.

We hope you will consider these enhancements favorably, as well as the additional updates and proposals in this Proxy Statement, as you cast your votes at the 2019 Annual Meeting of Stockholders, which will be held at our headquarters located at 1851 Harbor Bay Parkway, Alameda, California 94502 on May 22, 2019, beginning at 8 a.m. Pacific Time. The following notice of our Annual Meeting contains details of the business to be conducted at the Annual Meeting. Only stockholders of record (or beneficial owners who have obtained a proxy from their broker) at the close of business on March 25, 2019, will be entitled to notice of, and to vote at, the Annual Meeting.

This coming November, Exelixis will mark the 25th anniversary of its founding. Now based at our new campus in Alameda, we have come a long way from our early days as a model systems genetics company spun out of academia and based in Cambridge, Massachusetts. We owe our successes to smart science, effective collaboration, and a resilient culture and team that has withstood the clinical and business challenges that come with our industry—and emerged stronger and better for them. As we move through 2019, we are excited about and grateful for the continued opportunity to introduce medicines that can give patients and their families hope for the future. As we continue in our efforts, you have our commitment that we will remain engaged and aligned with all of our stakeholders.

Very truly yours,

Stelios Papadopoulos, PhD

Chairman of the Board

    Charles Cohen, PhD

    Chairman of the Compensation Committee



exelixis1a02.jpg
210 East Grand Ave.
South San Francisco, CA 94080
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 24, 2017

PRELIMINARY COPY

LOGO

1851 Harbor Bay Parkway

Alameda, CA 94502

NOTICEOF ANNUAL MEETING

OF STOCKHOLDERS

To be held on MAY 22, 2019

To the Stockholders of Exelixis, Inc.:


NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Exelixis, Inc., a Delaware corporation (“Exelixis”)(Exelixis), will be held on Wednesday, May 24, 2017,22, 2019, at 8:00 a.m., local time, at Exelixis’ offices located at 210 East Grand Avenue, South San Francisco,1851 Harbor Bay Parkway, Alameda, California 9408094502 for the following purposes:

1.

To elect the fourfive Class IIIII nominees for director named in the Proxy Statement accompanying this Notice to hold office until the 20202022 Annual Meeting of Stockholders.

2.

To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as Exelixis’ independent registered public accounting firm for the fiscal year ending December 29, 2017.January 3, 2020.

3.

To approve the Exelixis, Inc. 2017 Equity Incentive Plan (the “2017 Equity Plan”). A copyproposal of Exelixis’ Board of Directors to amend Exelixis’ Amended and Restated Certificate of Incorporation to declassify the 2017 Equity Plan is attachedBoard of Directors to provide for annual elections by the Proxy Statement accompanying this Notice as Appendix A.2020 Annual Meeting of Stockholders.

4.

To approve, on an advisory basis, the compensation of Exelixis’ named executive officers, as disclosed in the Proxy Statement accompanying this Notice.

5.To indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of Exelixis’ named executive officers.
6.

To conduct any other business properly brought before the meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice.


We are mailing to most of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”)Notice) instead of a paper copy of this Proxy Statement and our 20162018 Annual Report. The Notice contains instructions on how to access those documents over the Internet. The Notice also contains instructions on how to request a paper copy of our proxy materials, including this Proxy Statement, our 20162018 Annual Report and a form of proxy card or voting instruction card. All stockholders who do not receive a Notice will receive a paper copy of the proxy materials by mail. We believe that this process will allow us to provide our stockholders with the information they need in a more timely manner, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.

The record date for the Annual Meeting is March 31, 2017.25, 2019. Only stockholders of record at the close of business on that date may vote at the meeting or any postponement or adjournment thereof.

Important notice regarding the availability of proxy materials for the Annual Meeting of Stockholders to be held on May 24, 2017,22, 2019, at 8:00 a.m., local time, at Exelixis’ offices located at 210 East Grand Avenue, South San Francisco,1851 Harbor Bay Parkway, Alameda, CA 94080.

94502.

The Proxy Statement and 2018 Annual Report to stockholders are available
at www.exel-annualstockholdermeeting.com.

www.exel-annualstockholdermeeting.com.


The Board of Directors recommends that you vote “FOR” Proposal Nos.1-4 identified above and for "ONE YEAR" as the preferred frequency with which Exelixis will conduct stockholder advisory votes on the compensation of Exelixis' named executive officers.
above.

By Order of the Board of Directors

JEFFREY J. HESSEKIEL

Executive Vice President and General Counsel

Alameda, California

April     , 2019

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE 2019 ANNUAL MEETING OF STOCKHOLDERS, TO ENSURE THAT YOU ARE REPRESENTED AT THE MEETING AND TO ENSURE THAT A QUORUM IS PRESENT, WE URGE YOU TO VOTE YOUR PROXY ONLINE, BY TELEPHONE OR BY RETURNING A PROXY CARD BY MAIL AS INSTRUCTED IN THE NOTICE OF AVAILABILITY OF PROXY MATERIALS. EVEN IF YOU HAVE VOTED BY PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE ANNUAL MEETING. PLEASE NOTE, HOWEVER, THAT IF YOU HOLD YOUR SHARES THROUGH A BROKER, BANK OR OTHER NOMINEE, THEN THAT ENTITY IS THE STOCKHOLDER OF RECORD, AND YOU WILL NEED TO FOLLOW THE INSTRUCTIONS ON THE INSTRUCTION FORM THEY SEND TO YOU AND THEY WILL VOTE YOUR SHARES AS YOU DIRECT, OR YOU MUST OBTAIN A PROXY ISSUED IN YOUR NAME FROM THAT ENTITY TO VOTE YOUR SHARES.

Table of Contents

TABLE OF CONTENTS

Notice of Annual Meeting of Stockholders
 
By Order
Questions and Answers about these Proxy Materials and Voting1

Directions to the Annual Meeting

7
Proposal 1: Election of Class II Directors8

Corporate Governance

15

Board Committees and Meetings

18

Annual Meeting; Attendance

21
Compensation of Directors22

Director Compensation Table

24
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm26
Report of the Audit Committee28
Proposal 3: Declassification of the Board by the 2020 Annual Meeting of DirectorsStockholders29
exelsiggca02.jpg
JEFFREY J. HESSEKIEL
Executive Vice President, General Counsel and Secretary
South San Francisco, California



April 13, 2017
Proposal 4: Advisory Vote on the Compensation of the Named Executive Officer31
YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE 2017 ANNUAL MEETING OF STOCKHOLDERS, TO ENSURE THAT YOU ARE REPRESENTED AT THE MEETING AND TO ENSURE THAT A QUORUM IS PRESENT, YOU ARE URGED TO VOTE YOUR PROXY ONLINE, BY TELEPHONE OR BY RETURNING A PROXY CARD BY MAIL AS INSTRUCTED IN THE NOTICE OF AVAILABILITY OF PROXY MATERIALS. EVEN IF YOU HAVE VOTED BY PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE ANNUAL MEETING. PLEASE NOTE, HOWEVER, THAT IF YOU HOLD YOUR SHARES THROUGH A BROKER, BANK OR OTHER NOMINEE, THEN THAT ENTITY IS THE HOLDER OF RECORD AND YOU WILL NEED TO FOLLOW THE INSTRUCTIONS ON THE INSTRUCTION FORM THEY SEND TO YOU AND THEY WILL VOTE YOUR SHARES AS YOU DIRECT, OR YOU MUST OBTAIN A PROXY ISSUED IN YOUR NAME FROM THAT ENTITY TO VOTE YOUR SHARES.

Required Vote and Board of Director Recommendation

31



exelixis1a02.jpg
210 East Grand Ave.
South San Francisco, CA 94080
Security Ownership of Certain Beneficial Owners and Management32
PROXY STATEMENT
FOR THE 2017 ANNUAL MEETING OF STOCKHOLDERS
MAY 24, 2017
Executive Officers35
Compensation of Executive Officers37

Compensation Discussion and Analysis

37

Executive Summary

37

Objectives of the Compensation Program

42

How We Determine Executive Compensation

42

Compensation Elements

45

Compensation Mix

47

2018 Compensation Decisions

47

Other Compensation Information

56

Compensation Policies and Practices as They Relate to Risk Management

57

Forward-Looking Statements

58

Summary of Compensation

59

Grants of Plan-Based Awards

60

Compensation Arrangements

62

Outstanding Equity Awards at Fiscal Year-End

63

Options Exercises and Stock Vested

66

Potential Payments Upon Termination or Change in Control

66

CEO Pay Ratio

69
Compensation Committee Report71
Compensation Committee Interlocks and Insider Participation71
Certain Relationships and Related Person Transactions71
Section 16(a) Beneficial Ownership Reporting Compliance72
Householding of Proxy Materials72
Annual Report of Form 10-K72
Other Matters72

Q2019 Proxy Statement    UESTIONSi

ANDProxy Statement | Questions and Answers about these Proxy Materials and Voting

PRELIMINARY COPY

LOGO

1851 Harbor Bay Parkway

Alameda, CA 94502

PROXY STATEMENT

FORTHE 2019 ANNUAL MEETINGOF STOCKHOLDERS

MAY 22, 2019

NSWERSQUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

ABOUT THESE PROXY MATERIALSAND VOTING


Why am I receiving these materials?

We have made these materials available to you on the Internet or, upon your request, have delivered printed versions of these materials to you by mail because the Board of Directors or the Board,(the Board), of Exelixis, Inc. (sometimes referred to as “we,” “us”“us,” the “company” or “Exelixis”) is soliciting your proxy to vote at the 20172019 Annual Meeting of Stockholders or the Annual Meeting,(Annual Meeting), including at any adjournments or postponements of the meeting. You are invitedThe Annual Meeting will be held on Wednesday, May 22, 2019, at 8:00 a.m., local time, at our offices at the address set forth above. We invite you to attend the Annual Meeting to vote on the proposals described in this proxy statement.Proxy Statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply complete, sign and return a proxy card, or follow the instructions below or in the Notice of Internet Availability of Proxy Materials described below to submit your proxy over the telephone or on the Internet.

We intend to send or make available these materials to stockholders on April     13, 2017.

, 2019.

What is included in these proxy materials?

These proxy materials include:

The Notice of the 2017 Annual Meeting of Stockholders;
The Proxy Statement for the Annual Meeting; and
Our Annual Report on Form 10-K for the fiscal year ended December 30, 2016, as filed with the Securities and Exchange Commission, or SEC, on February 27, 2017, or the Annual Report.

››

The Notice of the Annual Meeting;

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The Proxy Statement for the Annual Meeting; and

››

Our Annual Report on Form10-K for the fiscal year ended December 28, 2018, as filed with the Securities and Exchange Commission (SEC) on February 22, 2019 (Annual Report).

If you requested printed versions by mail, these proxy materials also include the proxy card or voting instruction form for the Annual Meeting.

Why did I receive aone-page notice in the mail regarding Internet availability of proxy materials instead of a full set of printed proxy materials?

Pursuant to rules adopted by the SEC, we have elected to use the Internet as the primary means of furnishing proxy materials to our stockholders this year. This method allows us to deliver the proxy materials to you more quickly, lowers our costs significantly and helps to conserve natural resources. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials or Notice(Notice of Availability,Availability) to our stockholders who have not asked us to provide proxy materials in printed form. All stockholders receiving a Notice of Availability can request a printed set of proxy materials. Moreover, all stockholders can access the proxy materials atwww.exel-annualstockholdermeeting.com, irrespective of whether they receive a Notice of Availability or a printed copy of the proxy materials. Instructions on how to access the proxy materials on the Internet or how to request a printed copy may be found in the Notice of Availability and in this Proxy Statement.

In addition, a stockholder may ask to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We encourage stockholders to take advantage of thisthe option to receive proxy materials electronically by email to help reduce the environmental impact of our annual meeting and to reduce costs associated with the physical printing and mailing of materials in line with our cost-containment strategies.materials. If you choose to receive future proxy materials by email, you will receive an email message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by email will remain in effect until you terminate it.

2019 Proxy Statement    1

Who may vote at the Annual Meeting?

Only stockholders of record at the close of business on March 31, 2017,25, 2019, the Record Date, will be entitled to vote at the Annual Meeting. On the Record Date, there were 292,302,330301,346,561 shares of common stock outstanding and entitled to vote.



Stockholder of Record: Shares Registered in Your Name

If on March 31, 2017,25, 2019, your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are a stockholder of record. As a stockholder of record, you may vote in person at the meetingAnnual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy over the telephone or on the Internet as instructed below, or complete and mail the proxy card if you received printed materials.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Bank

Other Stockholder of Record

If on March 31, 2017,25, 2019, your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name”name,” and these proxy materials are being forwarded to you by that organization. The organization holding your shares is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agentstockholder of record regarding how to vote the shares in your account.account, and you will receive instructions from your broker, bank or other stockholder of record that must be followed in order for your broker, bank or other stockholder of record to vote your shares per your instructions. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the meeting unless you request and obtain a valid proxy from your broker, bank or other agent.

stockholder of record giving you the right to vote such shares in person at the Annual Meeting.

What am I voting on?

There are fivefour matters scheduled for a vote at the 2017 Annual Meeting. They are as follows:

Election of the four Class III nominees for director named herein to hold office until the 2020 Annual Meeting of Stockholders;
Ratification of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 29, 2017;
Approval of the 2017 Equity Incentive Plan, or the 2017 Equity Plan;
Advisory approval of the compensation of our named executive officers, as disclosed in this Proxy Statement; and
Advisory indication of the preferred frequency of stockholder advisory votes on the compensation of our named executive officers.

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Election of the five Class II nominees for director named herein to hold office until the 2022 Annual Meeting of Stockholders;

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Ratification of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 3, 2020;

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Approval of an amendment to Exelixis’ Amended and Restated Certificate of Incorporation (Certificate of Incorporation) to declassify the Board to provide for annual elections by the 2020 Annual Meeting of Stockholders; and

››

Advisory approval of the compensation of our named executive officers, as disclosed in this Proxy Statement.

How do I vote?

Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote in person even if you have already voted by proxy.

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you have four ways to vote.

LOGO

In Person

››To vote in person, come to the Annual Meeting and we will give you a ballot when you arrive. You must bring valid photo identification such as a driver’s license or passport and may be asked to provide proof of stock ownership, such as your account statement, as of the Record Date, March 25, 2019.
LOGO

Via Internet

››To vote on the Internet, go to www.investorvote.com/EXEL and follow the instructions provided in the Notice of Availability. Your vote must be received by 11:59 p.m., Eastern Time, on May 21, 2019, to be counted.
LOGO

By Telephone

››To vote by telephone, request a paper or email copy of the proxy materials by following the instructions provided in the Notice of Availability and call the number provided with the proxy materials to transmit your voting instructions. Your vote must be received by 11:59 p.m. Eastern Time, on May 21, 2019, to be counted.
LOGO

By Mail

››To vote by mail, request a paper copy of the proxy materials by following the instructions provided in the Notice of Availability and complete, sign and date the proxy card enclosed with the paper copy of the proxy materials and return it promptly in the envelope that will be provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

In person.2    To vote in person, come to the Annual MeetingExelixis, Inc.

Proxy Statement | Questions and we will give you a ballot when you arrive. You must bring valid photo identification such as a driver’s license or passportAnswers about these Proxy Materials and may be asked to provide proof of stock ownership, such as your account statement, as of the Record Date, March 31, 2017.Voting

Via the Internet. To vote on the Internet, go to www.investorvote.com/EXEL and follow the instructions provided in the Notice of Availability. Your vote must be received by 11:59 p.m., Eastern Time, on May 23, 2017, to be counted.

By Telephone. To vote by telephone, request a paper or email copy of the proxy materials by following the instructions provided in the Notice of Availability and call the number provided with the proxy materials to transmit your voting instructions. Your vote must be received by 11:59 p.m. Eastern Time, on May 23, 2017, to be counted.
By Mail. To vote by mail, request a paper copy of the proxy materials by following the instructions provided in the Notice of Availability and complete, sign and date the proxy card enclosed with the paper copy of the proxy materials and return it promptly in the envelope that will be provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.
Beneficial Owner: Shares Registered in the Name of Broker, Bank or Bank (i.e.Other Stockholder of Record (i.e., “Street Name”)

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent,stockholder of record, you should have received the Notice of Availability containing voting instructions from that organization rather than from us. SimplyYou must follow these instructions for your bank, broker or other agentstockholder of record to vote your shares per your instructions. Alternatively, many brokers and banks provide the means to grant proxies to vote shares by telephone and via the Internet. If your shares are held in an account with a broker, bank or bankother stockholder of record providing such a service, you may grant a proxy to vote those shares by telephone or over the Internet as instructed by your broker, bank or bank.other stockholder of record. To vote in person at the Annual Meeting, you must obtain a valid legal proxy from



your broker, bank or other agent.stockholder of record. Follow the instructions from your broker, bank or bankother stockholder of record included with these proxy materials, or contact your broker, bank or bankother stockholder of record to request a proxy form.
legal proxy.

We provide Internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you own as of the Record Date, March 31, 2017.

25, 2019.

How are proxies voted?

All shares represented by valid proxies received prior to the taking of the vote at the Annual Meeting will be voted and, where a stockholder specifies by means of a proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the stockholder’s instructions.

What if I return a proxy card but do not make specific choices?

If you are a stockholder of record and you return a signed and dated proxy card without marking any voting selections, your shares will be voted on the proposals as follows:

“For” the election of Drs. Morrissey, Papadopoulos, Scangos and Willsey as described in Proposal 1;
“For” the ratification of our selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 29, 2017, as described in Proposal 2;
“For” the approval of the 2017 Equity Plan as described in Proposal 3;
“For” the advisory approval of the compensation of our named executive officers as described in Proposal 4; and
For “One Year” as the preferred frequency of advisory votes to approve executive compensation in Proposal 5.

››

“For” the election of Drs. Freire, Garber and Marchesi, Mr. Feldbaum and Ms. Smith as described in Proposal 1;

››

“For” the ratification of our selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 3, 2020, as described in Proposal 2;

››

“For” the approval of the amendment to the Certificate of Incorporation to declassify the Board to provide for annual elections by the 2020 Annual Meeting of Stockholders, as described in Proposal 3; and

››

“For” the advisory approval of the compensation of our named executive officers as described in Proposal 4.

If any other matter is properly presented at the Annual Meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his best judgment.

If you are a beneficial owner of shares heldregistered in streetthe name of your broker, bank or other stockholder of record and you do not provide the organization that holdsbroker, bank or other stockholder of record holding your shares with specific voting instructions, then, under applicable rules,your broker, bank or other stockholder of record will determine if it has the organization that holdsdiscretionary authority to vote on the particular matter. If you are a beneficial owner whose shares are held of record by a broker and you do not provide voting instructions, your shares may generallywill not be voted on any proposal on which the broker does not have discretionary authority to vote. This is called a “brokernon-vote.” In these cases, the broker can register your shares as being present at the Annual Meeting for purposes of determining the presence of a quorum, but will not be able to vote on “routine”those matters but cannot vote on “non-routine” matters. for which specific authorization is required under the rules of the New York Stock Exchange.

If you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority under the organization that holds your shares does not receive instructions from you on howrules of the New York Stock Exchange to vote your shares on a non-routine matter, that organization will informProposal No. 2 (the ratification of the inspectorappointment of election that itErnst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 3, 2020), even if your broker does not receive voting instructions from you. However, your broker does not have thediscretionary authority to vote on this matter with respect to your shares. This is generally referred to asProposal No. 1, Proposal No. 3 or Proposal No. 4 without voting instructions from you, in which case a “broker non-vote.” Proposal 2 constitutes a “routine” management proposal,brokernon-vote will occur and thus, if you do not give your broker or nominee specific instructions, your broker or nominee will nevertheless have the authority to vote your shares with respect to this proposal, but will not have the authority to vote your shares with respect to Proposalsbe voted on Proposal No. 1, Proposal No. 3 4 or 5, which constitute “non-routine” proposals.Proposal No. 4.

2019 Proxy Statement    3

Who is paying for this proxy solicitation?

We are soliciting proxies and will bear the entire cost of soliciting proxies, including the preparation, printing and mailing of the Notice of Availability, the Notice of Annual Meeting, the Proxy Statement, the proxy card and any additional information furnished to stockholders. We have engaged Morrow Sodali LLC, located at 470 West Ave, Stamford, Connecticut 06902, to assist in the solicitation of proxies from shareholders for a fee of $13,000 plus reimbursement of customaryout-of-pocket expenses. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of our common stock beneficially owned by others to forward to such beneficial owners. We may reimburse persons representing beneficial owners of our common stock for their costs of forwarding solicitation materials to such beneficial owners. Original solicitation of proxies by mail may be supplemented by telephone, telegram or personal solicitation by our directors, officers or other regular employees. No additional compensation will be paid to directors, officers or other regular employees for such services.

What does it mean if I receive more than one Notice of Availability or proxy card?

If you receive more than one Notice of Availability or proxy card, your shares are registered in more than one name or are registered in different accounts. Please follow the instructions on each Notice of Availability or proxy card to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?



Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. You may revoke your proxy in the following ways:

Stockholder of Record: Shares Registered in Your Name

Your proxy may be revoked by filing with the Secretary of Exelixis at our principal executive office, Exelixis, Inc., 210 East Grand Avenue, South San Francisco, California 94080, either (1) a written notice of revocation or (2) a duly executed proxy card bearing a later date.
Your proxy may also be revoked by granting a subsequent proxy by telephone or on the Internet (your latest telephone or Internet proxy is the one that is counted).
Your proxy may also be revoked by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not, by itself, revoke your proxy.

››

Your proxy may be revoked by filing with the Secretary of Exelixis at our principal executive office, Exelixis, Inc., 1851 Harbor Bay Parkway, Alameda, California 94502, either (1) a written notice of revocation or (2) a duly executed proxy card bearing a later date.

››

Your proxy may also be revoked by granting a subsequent proxy by telephone or on the Internet (your latest telephone or Internet proxy is the one that is counted).

››

Your proxy may also be revoked by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not, by itself, revoke your proxy.

Beneficial Owner: Shares Registered in the Name of Broker, Bank or Bank

If your shares are held by your broker or bank as nominee or agent, you should follow the instructions provided by your broker or bank to revoke any prior voting instructions.
Other Stockholder of Record

››

If your shares are held by your broker or bank as nominee or agent, you should follow the instructions provided by your broker or bank to revoke any prior voting instructions.

What is the quorum requirement for the Annual Meeting?

A majority of the outstanding shares entitled to vote at the Annual Meeting must be present at the Annual Meeting, either in person or by proxy, in order to hold a valid meeting. This is called a “quorum.”

If you are a stockholder of record, your shares will be counted towards the quorum only if you vote in person at the meeting or have properly voted by proxy on the Internet, by telephone or by submitting a proxy card by mail or at the Annual Meeting. You may vote “For,” “Against” or “Abstain” with respect to ProposalsProposal Nos. 1, 2, 3 and 4 and for “One Year,” “Two Years,” “Three Years” or “Abstain” with respect to Proposal 5.4. Abstentions will be counted towards the number of shares considered to be present at the meeting for purposes of determining whether a quorum is present.

If you are a beneficial owner holding your shares in “street name” then only the broker, bank or bankother stockholder of record can vote your shares unless you obtain a valid proxy from the broker, bank or bank.other stockholder of record. See “What if I return a proxy card but do not make specific choices?” above. Shares represented by “brokernon-votes” will be counted in determining whether there is a quorum present. Votes will be counted by the inspector of election appointed for the Annual Meeting. If there is no quorum, either the chairman of the Annual Meeting or the holders of a majority of shares present at the Annual Meeting in person or represented by proxy may adjourn the Annual Meeting to another date.

4    Exelixis, Inc.

Proxy Statement | Questions and Answers about these Proxy Materials and Voting

How many votes are needed to approve each proposal, how are votes counted, and how are votes counted?

Proposal 1-Election of Directors: Directors in an uncontested election, such as this one, are elected by majority vote. Each of the four Class III nominees must receive “For” votes from the holders of a majority of shares cast with respect to such director (i.e., the number of shares voted “For” a director must exceed the number of shares voted “Against” that director). Abstentionsabstentions and brokernon-votes if any, are not counted for purposes of electing directors and will have no effect on the results of this vote.
treated?

››

Proposal1-Election of Directors: Directors in an uncontested election, such as this one, are elected by a majority of the votes cast. Each of the five Class II nominees must receive “For” votes from the holders of a majority of shares cast with respect to such director (i.e., the number of shares voted “For” a director must exceed the number of shares voted “Against” that director). Abstentions and brokernon-votes, if any, are not counted for purposes of electing directors and will have no effect on the results of this vote.

››

Proposal2-Ratification of Ernst & Young LLP:The affirmative vote of a majority of shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal is required to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 3, 2020. Abstentions will have the effect of votes against this proposal. Brokers generally have discretionary authority to vote on the ratification of our independent accounting firm; thus we do not expect any brokernon-votes on this proposal.

››

Proposal3-Approval of Amendment to Certificate of Incorporation to Declassify the Board:The affirmative vote of at leastsixty-six andtwo-thirds percent(66-2/3%) of the shares issued and outstanding and entitled to vote on the proposal is required to approve the amendment to our Certificate of Incorporation to declassify the Board to provide for annual elections by the 2020 Annual Meeting of Stockholders. Abstentions and brokernon-votes, if any, will have the effect of votes against this proposal.

››

Proposal4-Advisory Vote on Executive Compensation: The affirmative vote of a majority of shares present in person or by represented proxy at the Annual Meeting and entitled to vote on the proposal is required to approve thenon-binding, advisory vote on executive compensation. Abstentions will be counted toward the tabulation of votes cast on the proposal and will have the same effect as votes against this proposal. Brokernon-votes will have no effect and will not be counted towards the vote total. Since the vote is advisory, it is not binding on the Board or on us. Nevertheless, the views expressed by our stockholders, whether through this vote or otherwise, are important to the Compensation Committee and the Board and, accordingly, the Compensation Committee and Board intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements. Your vote will serve as an additional tool to guide the Compensation Committee and Board in continuing to improve the alignment of our executive compensation programs with business objectives and performance and with the interests of our stockholders.

Proposal 2-Ratification of Ernst & Young LLP: The affirmative vote of a majority of shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal is required to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 29, 2017. Abstentions will have the effect of votes against this proposal. Brokers generally have discretionary authority to vote on the ratification of our independent accounting firm; thus we do not expect any broker non-votes on this proposal. To the extent there are any broker non-votes, they will have no effect on the results of this vote.

Proposal 3-Approval of 2017 Equity Plan: The affirmative vote of a majority of shares present in person or by represented proxy at the Annual Meeting and entitled to vote on the proposal is required to approve the 2017 Equity Plan. Abstentions will be counted toward the tabulation of votes cast on the proposal and will have the same effect as votes against this proposal. Broker non-votes will have no effect and will not be counted towards the vote total.
Proposal 4-Advisory Vote on Executive Compensation: The affirmative vote of a majority of shares present in person or by represented proxy at the Annual Meeting and entitled to vote on the proposal is required to approve the non-binding, advisory vote on executive compensation. Abstentions will be counted toward the tabulation of votes cast on the proposal and will have the same effect as votes against this proposal. Broker non-votes will have no effect and will not be counted towards the vote total. Since the vote is advisory, it is not binding on the Board or on us. Nevertheless, the views expressed by our stockholders, whether through this vote or otherwise, are


important to the Compensation Committee and the Board and, accordingly, the Compensation Committee and Board intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements. Your vote will serve as an additional tool to guide the Compensation Committee and Board in continuing to improve the alignment of our executive compensation programs with business objectives and performance and with the interests of our stockholders.
Proposal 5-Advisory Vote on the Frequency of Stockholder Advisory Votes on Executive Compensation: The frequency receiving the votes of the holders of a majority of shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal will be deemed the frequency preferred by our stockholders. If no frequency receives a majority of the votes held by holders present in person or represented by proxy at the Annual Meeting, then no frequency will be deemed a frequency preferred by our stockholders. Since the vote is advisory, it is not binding on the Board or on us. Nevertheless, the views expressed by our stockholders, whether through this vote or otherwise, are important to the Board and, accordingly, the Board intends to consider the results of this vote in making determinations in the future regarding its recommendation with respect to the frequency of stockholder advisory votes on executive compensation.
Do I have dissenters’ rights?

No. We are organized as a corporation under Delaware law. Under the Delaware General Corporation Law, our stockholders are not entitled to dissenters’ rights with respect to any of the proposals set forth in this Proxy Statement and we will not independently provide the stockholders with any such rights.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form8-K within four business days after the Annual Meeting, we intend to file a Form8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form8-K to publish the final results.

Will other matters be voted on at the Annual Meeting?

We are not aware of any matters to be presented at the Annual Meeting other than those described in this Proxy Statement. If any other matters not described in the Proxy Statement are properly presented at the meeting, proxies will be voted in accordance with the best judgment of the proxyholders.

What proxy materials are available on the Internet?

This Proxy Statement and our 2016 Annual Report are available atwww.exel-annualstockholdermeeting.com.

2019 Proxy Statement    www.exel-annualstockholdermeeting.com.5

What is the deadline for submitting stockholder proposals for the 20182019 Annual Meeting?

To be considered for inclusion in the 20182020 proxy materials, your proposal must be submitted in writing by December 14, 2017,13, 2019, to Exelixis’ Secretary at Exelixis, Inc., 210 East Grand Avenue, South San Francisco,1851 Harbor Bay Parkway, Alameda, California 94080,94502, and you must comply with all applicable requirements of Rule14a-8 promulgated under the Securities Exchange Act of 1934, as amended.amended (Exchange Act). However, if our 20182020 Annual Meeting of Stockholders is held before April 24, 2018,22, 2020, or after June 23, 2018,21, 2020, then the deadline will be a reasonable time prior to the time that we make our proxy materials available to our stockholders, either online or in printed form.

If you wish to submit a proposal or nominate a director at the 20182020 Annual Meeting of Stockholders, but you are not requesting that your proposal or nomination be included in next year’s proxy materials, you must submit your proposal in writing, in the manner set forth in our Bylaws, to Exelixis’ Secretary at Exelixis, Inc., 210 East Grand Avenue, South San Francisco,1851 Harbor Bay Parkway, Alameda, California 94080,94502, to be received no earlier than the close of business on February 23, 2018,22, 2020, and no later than the close of business on March 25, 2018.23, 2020. However, if our 20182020 Annual Meeting of Stockholders is held before April 24, 2018,22, 2020, or after June 23, 2018,21, 2020, then you must notify Exelixis’ Secretary, in writing, not earlier than the close of business on the 90th day prior to the date of the 20182020 Annual Meeting of Stockholders and not later than the close of business on the later of (i) the 60th day prior to the date of the 20182020 Annual Meeting of Stockholders or (ii) if we publicly announce the date of the 20182020 Annual Meeting of Stockholders fewer than 70 days prior to the date of the 20182020 Annual Meeting of Stockholders, the 10th day following the day that we first make such public announcement of the date of the 20182020 Annual Meeting of Stockholders. We also advise you to review our Bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations. The chairperson of the 20182020 Annual Meeting of Stockholders may determine, if the facts warrant, that a matter has not been properly brought before the meeting and, therefore, may not be considered at the meeting. In addition, if you do not also comply with the requirements ofunless prohibited by Rule14a-4(c)(1) promulgated under the Securities Exchange Act, of 1934, as amended, our management will have discretionary authority to vote all shares for which it has proxies for any such stockholder proposal or director nomination, including in opposition to such stockholder proposal or director nomination.



How may I obtain a printed copy of the Proxy Materials?

Instructions on how to obtain a printed copy of the proxy materials are set forth in the Notice of Availability.

6    Exelixis, Inc.

Where can I obtain directions

Proxy Statement | Questions and Answers about these Proxy Materials and Voting

Directions to the Annual Meeting?

Meeting

1851 Harbor Bay Parkway

Alameda, CA 94502

LOGO

From Oakland International AirportFrom the City of San Francisco
Via Ron Cowan ParkwayVia Highway 80 East (Bay Bridge)

•  Leave Oakland International Airport via Airport Drive

•  Merge right toward Ron Cowan Parkway

•  Turn left at first light onto Ron Cowan Parkway

•  Continue straight at third light onto Harbor Bay Parkway

•  1851 Harbor Bay Parkway parking lot will be at second driveway on your right after passing North Loop Road.

•  Highway 80 East (over Bay Bridge)

•  After Bay Bridge, use right two lanes to take exit toward Highway 880 South (toward Oakland International Airport)

•  Continue onto Highway 880 South

•  Take exit 35 for 98th Avenue (toward Oakland International Airport)

•  Turn right at first light onto 98th Avenue

•  98th Avenue becomes Bessie Coleman Avenue

•  Merge right onto Ron Cowan Parkway

•  Continue straight at second light onto Harbor Bay Parkway

•  1851 Harbor Bay Parkway parking lot will be at second driveway on your right after passing North Loop Road.

Directions to our Annual Meeting may also be found on our website at:www.exelixis.com/about/locations-and-directions.

2019 Proxy Statement    www.exelixis.com/about/locations-and-directions7

.





PROPOSAL 1

ELECTIONOF CLASS II DIRECTORSLECTIONOF CLASS III DIRECTORS

Our Certificate of Incorporation and Bylaws provide that the Board is divided into three classes, with each class having a three-year term. As of the date of this Proxy Statement, the Board has eleven members -- three Class I directors, four Class II directors and four Class III directors. The term of office for each of the four directors in Class III will expire at the Annual Meeting. Each of the director nomineesas set forth in this Proxy Statement is currently a director of Exelixis who was previously elected by the stockholders. table below:

Director Nominees

  Class  Age  Position  Director
Since		   Current Term
Expires		   Expiration of 
Term For 
Which 
Nominated 		 

Carl B. Feldbaum, Esq.

  II  75  Director   2007    2019    2022 

Maria C. Freire, Ph.D.

  II  64  Director   2018    2019    2022 

Alan M. Garber, M.D., Ph.D.

  II  63  Director   2005    2019    2022 

Vincent T. Marchesi, M.D., Ph.D.

  II  83  Director   2001    2019    2022 

Julie Anne Smith

  II  48  Director   2016    2019    2022 

Continuing Directors

  Class  Age  Position  Director
Since		   Current Term
Expires		      

Michael M. Morrissey, Ph.D.

  III  58  President and Chief Executive Officer   2010    2020      

Stelios Papadopoulos, Ph.D.

  III  70  Chairman of the Board   1994    2020      

George A. Scangos, Ph.D.

  III  70  Director   1996    2020      

Lance Willsey, M.D.

  III  57  Director   1997    2020      

Charles Cohen, Ph.D.

  I  68  Director   1995    2021      

George Poste, DVM, Ph.D., FRS

  I  74  Director   2004    2021      

Jack L. Wyszomierski, Ph.D., FRS

  I  63  Director   2004    2021      

If elected at the Annual Meeting, each of these director nominees would serve until the 20202022 Annual Meeting of Stockholders and until histhe director’s successor is elected and has qualified, or, if sooner, until the director’s death, resignation or removal.

Each of Drs. Garber and Marchesi, and Mr. Feldbaum, were previously elected by our stockholders. Ms. Smith and Dr. Freire were appointed by our Board in 2016 and 2018, respectively, and are being elected by our stockholders for the first time at the Annual Meeting. Ms. Smith was recommended for election to our Board by a third-party search firm, and Dr. Freire was recommended for election to our Board by several of thenon-employee directors.

As this is an uncontested election, directorseach director will be elected by a majority of the votes present in person or represented by proxy and entitled to votecast at the Annual Meeting.meeting with respect to the election of that director. A majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast “against” that director. If any nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of such substitute nominee as the Board, after receiving the recommendation of the Nominating and Corporate Governance Committee of the Board, may propose. Each person nominated for election has agreed to serve if elected, and we have no reason to believe that any nominee will be unable to serve.

All

Our Corporate Governance Guidelines require that all director nominees set forth in this Proxy Statement have tendered an irrevocable resignation as a director conditioned uponupon: (i) such director failing to receive a majority of the votes present in person or represented by proxy and entitled to votecast at the Annual Meeting,Meeting; and (ii) acceptance by the Board of such resignation. If a director nominee who is serving as a director at the time of the election does not receive a majority of the votes present in person or represented by proxy and entitled to votecast at the Annual Meeting, then the Board will take the following actions:

The Nominating and Corporate Governance Committee will act to determine whether to accept the director’s conditional resignation and will submit such recommendation for prompt consideration by the Board. The Board will act on the Nominating and Corporate Governance Committee’s recommendation within ninety days following certification of the stockholder vote. In making their decision, the Nominating and Corporate Governance Committee will evaluate the best interests of Exelixis and its stockholders and shall consider all factors and information deemed relevant. The director who tenders his or her conditional resignation shall not participate in the Nominating and Corporate Governance Committee’s recommendation or Board action regarding whether to accept the conditional resignation of such director.

8    Exelixis, Inc.

Proposal 1 | Election of Class II Directors

The Board will act on the Nominating and Corporate Governance Committee’s recommendation within ninety days following certification of the stockholder vote.

If the Board determines not to accept the conditional resignation of a director, the Board will promptly disclose its decision-making process and decision to reject the conditional resignation in a Form8-K furnished to the SecuritiesSEC.

The Board regularly evaluates the skills and Exchange Commission,experiences that it believes are desirable to be represented on the Board and best align with our strategic vision and business and operations. Below are certain qualifications, skills and experiences of our current directors that contribute the Board’s effectiveness as a whole.

LOGO

Director Independence 92% (11 out of 12 members of the Board are "independent" under the SEC rules and regulations and the Nasdaq listing standards) Board Skills CEO Leadership Experience 50% (6 out of 12 members of the Board) Public Company Governance 83 % (10 out of 12 members of the Board) Experience as the Chief Executive Officer or equivalent management position of a large or growing business or non-profit organization. Experience as a board member of another publicly-traded company and familiarity with key corporate governance matters. Research & Development 75% (9 out of 12 members of the Board) Commercial 42% (5 out of 12 members of the Board) Experience or expertise in discovery biology/biochemistry or clinical development of pharmaceutical products, including familiarity with FDA regulations ethical practices. Understanding of financial, operational, regulatory and strategic issues related to the sales of pharmaceutical or biotechnology products. Financial Expertise 50% (7 out of 12 members of the Board) Strategic Initiatives 67% (8 out of 12 members of the Board) Experience or expertise in financial accounting and reporting or the SEC.

Setfinancial management of a major organization. Experience driving strategic direction and growth of a biotechnology or pharmaceutical company, including expertise with acquisitions, licensing and other business development activities.

In addition, set forth below is biographical information for each person nominated and each person whose term of office as a director will continue after the Annual Meeting. Incorporated within each biography is a description of the specific experience, qualifications, attributesskills and skillsexperiences of each director or director nominee that led our Board to conclude that the individual should serve as a director as of the date of this Proxy Statement.

2019 Proxy Statement    9

Class IIIII Director Nominees

for Election for a Three-Year Term Expiring at the 20202022 Annual Meeting

Carl B. Feldbaum, Esq.

President Emeritus, Biotechnology Innovation Organization

Director since 2007

Age 75

Key Qualifications and Expertise:

Our Board concluded that Mr. Feldbaum should continue to serve as a director of Exelixis due to his training as an attorney, his knowledge and experience with respect to the biotechnology, pharmaceutical and healthcare industries, his broad leadership experience resulting from service on various boards and as an executive officer and his knowledge and experience with policymaking, regulatory issues and other governmental matters.

Committee Assignments:

•   Compensation Committee

•   Nominating and Corporate Governance Committee

Carl B. Feldbaum, Esq., has been a director since February 2007. Mr. Feldbaum serves as a member emeritus of the board of directors of BIO Ventures for Global Health, a non-profit organization, and is president emeritus of the Biotechnology Innovation Organization (BIO), which represents more than 1,000 biotechnology companies, academic institutions and state biotechnology centers internationally. Mr. Feldbaum served as president of BIO from 1993 until his retirement in 2005. Prior to joining BIO, Mr. Feldbaum was chief of staff to Senator Arlen Specter of Pennsylvania. He also was president and founder of Palomar Corporation, a national security “think tank” in Washington, D.C. Before founding Palomar Corporation, Mr. Feldbaum was Assistant to the Secretary of Energy and served as the Inspector General for defense intelligence in the U.S. Department of Defense. Mr. Feldbaum served as a member of the board of directors of the following publicly-held companies: Actelion, Ltd, a biopharmaceutical company focused on the discovery, development and commercialization of innovative drugs for diseases with significant unmet medical needs (acquired by Johnson & Johnson in 2017), from 2005 to 2015; Trovagene, Inc., a precision medicine biotechnology company focused on the development of oncology therapeutics for improved cancer care, from 2014 to 2015; and Connetics Corporation, a specialty pharmaceutical company focused on the development and commercialization of innovative therapeutics for the dermatology market, from 2005 until its acquisition by Stiefel Laboratories, Inc. in 2006. Mr. Feldbaum holds an A.B. in Biology from Princeton University and a J.D. from the University of Pennsylvania Law School.

Maria C. Freire, Ph.D.

President and Executive Director, Foundation for the National Institutes of Health

Director since 2018

Age 64

Key Qualifications and Expertise:

Our Board concluded that Dr. Freire should continue to serve as a director of Exelixis due to her training as a scientist, her knowledge and experience with respect to medical research, the pharmaceutical industry and government healthcare policymaking, as well as her leadership experience in the public sector.

Committee Assignments:

•   Nominating and Corporate Governance Committee

•   Research & Development Committee

Current Public Company Boards:

•   Alexandria Real Estate Equities

Maria C. Freire, Ph.D., has been a director since April 2018. Since November 2012, Dr. Freire has served as President and Executive Director and as a member of the board of directors of the Foundation for the National Institutes of Health. From March 2008 to November 2012, she served as President and as a member of the board of directors of the Albert and Mary Lasker Foundation. Prior to joining the Lasker Foundation, Dr. Freire served as President and Chief Executive Officer of the Global Alliance for TB Drug Development from 2001 to 2008 and Director of the Office of Technology Transfer at the National Institutes of Health from 1995 to 2001. Dr. Freire has served on the board of directors of Alexandria Real Estate Equities, Inc. a publicly-held urban office real estate investment trust uniquely focused on collaborative life science and technology campuses, since April 2012, and has served on the boards of numerous national and international organizations, including the Science Board of the U.S. Food and Drug Administration, the World Health Organization Commission on Intellectual Property Rights, Innovation and Public Health and the United Nations Secretary General’s High Level Panel on Access to Medicines. Dr. Freire is also a member of the National Academy of Medicine and the Council on Foreign Relations, and she is the recipient of numerous awards, including a 2017 Gold Stevie Award for “Woman of the Year,” the U.S. Department of Health and Human Services Secretary’s Award for Distinguished Service, the Arthur S. Fleming Award and the Bayh-Dole Award. Dr. Freire holds a Ph.D. in Biophysics from the University of Virginia and a B.S. from the Universidad Peruana Cayetano Heredia in Lima, Peru.

Michael M. Morrissey, Ph.D10., age 56, has served as a director and as Exelixis’ President and Chief Executive Officer since July 2010. Dr. Morrissey has held positions of increasing responsibility at    Exelixis, since he joined the company in February 2000, including serving as President of Research and Development from January 2007 until July 2010. From 1991 to 2000, Dr. Morrissey held several positions at Berlex Biosciences, last holding the position of Vice President, Discovery Research. He is the author of numerous scientific publications in medicinal chemistry and drug discovery and an inventor on 70 issued U.S. patents and 25 additional published U.S. patent applications. Dr. Morrissey holds a B.S. (Honors) in Chemistry from the University of Wisconsin and a Ph.D. in Chemistry from Harvard University. Our Board has concluded that Dr. Morrissey should continue to serve as a director of Exelixis as of the date of thisInc.

Proposal 1 | Class II Director Nominees

Alan M. Garber, M.D., Ph.D.

Provost of Harvard University

Director since 2005

Age 63

Key Qualifications and Expertise:

Our Board concluded that Dr. Garber should continue to serve as a director of Exelixis due to his training as a physician and economist, his knowledge and experience with respect to the life sciences, healthcare and pharmaceutical industries, and his knowledge and experience with policymaking, regulatory issues and other governmental matters.

Committee Assignments:

•   Nominating and Corporate Governance Committee (chair)

•   Research & Development Committee

Current Public Company Boards:

•   Vertex Pharmaceuticals Incorporated

Alan M. Garber, M.D., Ph.D., has been a director since January 2005. He became Provost of Harvard University, Mallinckrodt Professor of Health Care Policy at Harvard Medical School, and a Professor in the Harvard Kennedy School of Government and in the Department of Economics at Harvard in September 2011. Before moving to Harvard, from 1998 until August 2011, he was the Henry J. Kaiser Jr. Professor, a Professor of Medicine, and a Professor (by courtesy) of Economics, Health Research and Policy, and of Economics in the Graduate School of Business at Stanford University. Dr. Garber also served as the Director of the Center for Primary Care and Outcomes Research and the Center for Health Policy at Stanford. During his tenure at Stanford University, Dr. Garber also served as a Senior Fellow at the Freeman Spogli Institute for International Studies and as a staff physician at the VA Palo Alto Health Care System. Dr. Garber has served as a member of the board of directors of Vertex Pharmaceuticals Incorporated, a publicly-held biotechnology company focused on developing and commercializing therapies for the treatment of cystic fibrosis, since June 2017. Dr. Garber is a member of the National Academy of Medicine, the American Society of Clinical Investigation, the Association of American Physicians and the American Academy of Arts and Sciences. He is a Fellow of the American College of Physicians, the Royal College of Physicians and the American Association for the Advancement of Science. Dr. Garber is also a Research Associate with the National Bureau of Economic Research and served as founding Director of its Health Care Program for nineteen years. He has also served as a member of the National Advisory Council on Aging at the National Institutes of Health, as a member of the Board of Health Advisers of the Congressional Budget Office and as Chair of the Medicare Evidence Development and Coverage Advisory Committee at the Centers for Medicare and Medicaid Services. Dr. Garber previously served on the editorial board of acclaimed scientific journals and has received numerous awards and honors. Dr. Garber holds an A.B. summa cum laude, an A.M. and a Ph.D., all in Economics, from Harvard University, and an M.D. with research honors from Stanford University.

Vincent T. Marchesi, M.D., Ph.D.

Professor of Pathology and Cell Biology, Yale University

Director since 2001

Age 83

Key Qualifications and Expertise:

Our Board concluded that Dr. Marchesi should continue to serve as a director of Exelixis due to his training as a physician and scientist and his research and experience in the fields of healthcare and life sciences, with a particular focus on biotechnology.

Committee Assignments:

•   Compensation Committee

•   Research & Development Committee

Vincent T. Marchesi, M.D., Ph.D., has been a director since May 2001. Since 1973, Dr. Marchesi has been a Professor of Pathology and Cell Biology at Yale University and, since 1991, the Director of the Boyer Center for Molecular Medicine at Yale University. In 1982, Dr. Marchesi co-founded Molecular Diagnostics, Inc., a diagnostic development company. Dr. Marchesi was formerly Chair of Pathology at the Yale-New Haven Hospital. Dr. Marchesi holds an M.D. from Yale University and a Ph.D. from Oxford University, and is a member of the National Academy of Sciences and the Institute of Medicine.

2019 Proxy Statement    due to his leadership role as the President and Chief Executive Officer of Exelixis. Beyond his role as Exelixis’ principal executive officer, the Board also considered Dr. Morrissey’s extensive qualifications, including his training as a scientist, his significant knowledge and experience with respect to the biotechnology, healthcare and pharmaceutical industries, comprehensive leadership background resulting from service as an executive in the biotechnology industry, and his ability to bring historic knowledge and continuity to the Board.11

Julie Anne Smith

President and Chief Executive Officer, E-Scape Bio, Inc.

Director since 2016

Age 48

Key Qualifications and Expertise:

Our Board concluded that Ms. Smith should continue to serve as a director of Exelixis due to her knowledge and experience with respect to biotechnology, healthcare and pharmaceutical industries and her broad leadership experience resulting from service as an executive in the pharmaceutical industry.

Committee Assignments:

•   Audit Committee

•   Compensation Committee

Current Public Company Boards:

•   Audentes Therapeutics, Inc.

Julie Anne Smith has been a director since September 2016. Since August 2018, Ms. Smith has served as President and Chief Executive Officer and as a member of the board of directors ofE-Scape Bio, Inc., a privately held biotechnology company developing novel small-molecule therapeutics for patients with inherited forms of neurodegenerative diseases. From July 2017 until June 2018, Ms. Smith served as President and Chief Executive Officer and as a member of the board of directors of Nuredis, Inc., a privately-held biotechnology company developing novel therapies to treat inherited neurodegenerative diseases caused by nucleotide repeat expansions. Prior to Nuredis, she served as President and Chief Executive Officer of Raptor Pharmaceutical Corp. from January 2015 until the company’s acquisition by Horizon Pharma plc in October 2016, where she also served as Executive Vice President and Chief Operating Officer from 2012 to 2014. From 2008 to 2012, Ms. Smith served as Chief Commercial Officer of Enobia Pharmaceuticals prior to the company’s acquisition by Alexion Pharmaceuticals, Inc. Previously, Ms. Smith served as Vice President of Commercial at Jazz Pharmaceuticals from 2006 to 2008, as Vice President, Global Marketing at Genzyme General from 2001 to 2005, and helped to establish the operations and business development function for the biotech start-up, Novazyme Pharmaceuticals, from 2000 to 2001. Ms. Smith began her industry career at Bristol-Myers Squibb Company in 1996. Ms. Smith has served on the board of directors of Audentes Therapeutics, Inc. a publicly-held clinical stage biotechnology company focused on developing and commercializing gene therapy products for patients suffering from serious, life-threatening rare diseases caused by single gene defects, since December 2016 and previously, Ms. Smith was a Director on the Health and Emerging Companies Sections of the BIO board. Ms. Smith holds a B.S. in biological and nutritional sciences from Cornell University.

Stelios Papadopoulos, Ph.D., age 68, a co-founder of Exelixis, has been a director since December 1994 and the Chairman of the Board since January 1998. Dr. Papadopoulos retired as Vice Chairman of Cowen & Co., LLC in August 2006 after six years as an investment banker with the firm, where he focused on the biotechnology and pharmaceutical sectors. Prior to joining Cowen & Co., he spent 13 years as an investment banker at PaineWebber, Incorporated, where he was most recently Chairman of PaineWebber Development Corp., a PaineWebber subsidiary focusing on biotechnology. He joined PaineWebber in April 1987 from Drexel Burnham Lambert, where he was a Vice President in the Equity Research Department covering the biotechnology industry. Prior to Drexel, he was a biotechnology analyst at Donaldson, Lufkin & Jenrette. Before coming to Wall Street in 1985, Dr. Papadopoulos was on the faculty of the Department of Cell Biology at New York University Medical Center. He continues his affiliation with New York University Medical Center as an Adjunct Associate Professor of Cell



Biology. Dr. Papadopoulos is a co-founder of Anadys Pharmaceuticals, Inc., a publicly-held drug discovery and development company acquired by Hoffmann-La Roche Inc. in November 2011. Dr. Papadopoulos served as a member of the board of directors of Anadys Pharmaceuticals from 2000 to 2011 and as its chairman in 2011, prior to its acquisition. Dr. Papadopoulos has also served as a member of the board of directors of three other publicly-held companies: BG Medicine, Inc., a diagnostics company focused on the development and commercialization of cardiovascular diagnostic tests, since 2003; Biogen, Inc., a biopharmaceutical company focused on the treatment of serious diseases, since 2008 and as its chairman since 2014; and Regulus Therapeutics Inc., a biopharmaceutical company focused on the development of medicines targeting microRNAs, since 2008, and as its chairman since 2013. Dr. Papadopoulos was also co-founder and member of the board of directors of Cellzome Inc., a privately-held drug discovery company acquired by GlaxoSmithKline in May 2012. In the not-for-profit sector, Dr. Papadopoulos is a co-founder and Chairman of Fondation Santé, a member of the board of visitors of Duke Medicine, and a member of the Global Advisory Board of the Duke Institute for Health Innovation. Dr. Papadopoulos holds a Ph.D. in Biophysics and an M.B.A. in Finance, both from New York University. Our Board has concluded that Dr. Papadopoulos should continue to serve as a director of Exelixis as of the date of this Proxy Statement due to his training as a scientist, his knowledge and experience with respect to the biotechnology, healthcare and pharmaceutical industries, his broad leadership experience resulting from extensive service on various boards, his knowledge and experience with respect to finance matters, and his ability to bring historic knowledge and continuity to the Board.
George A. Scangos, Ph.D., age 68, has been a director since October 1996. Since January 2017, Dr. Scangos has served as Chief Executive Officer and as a member of the board of directors of Vir Biotechnology, Inc., a privately held biotechnology company focused on fighting infectious diseases. From July 2010 to December 2016, Dr. Scangos served as Chief Executive Officer and as a member of the board of directors of Biogen Inc. Prior to joining the Biogen organization, from October 1996 to July 2010, Dr. Scangos served as our President and Chief Executive Officer. From September 1993 to October 1996, Dr. Scangos served as President of Biotechnology at Bayer Corporation, a pharmaceutical company, and was responsible for research, business and process development, manufacturing, engineering, and quality assurance. Dr. Scangos has served as a member of the board of directors of various publicly-held companies, including Anadys Pharmaceuticals, Inc. from 2003 to 2010 and Entelos, Inc. from 1997 to 2010. Dr. Scangos also served as a member of the board of directors of our former subsidiary, TaconicArtemis GmbH (previously known as Artemis Pharmaceuticals GmbH) until 2010. Dr. Scangos previously served as the Chair of the California Healthcare Institute (CHI), as a member of the Board of the Global Alliance for TB Drug Development, and as a member of the board of directors of BayBio. Dr. Scangos currently serves as a director of Agilent Technologies, Inc. and Fondation Santé. Dr. Scangos is also a member of the Board of Advisors of the University of California, San Francisco School of Pharmacy, and the National Board of Advisors of the University of California, Davis School of Medicine. Dr. Scangos was a Jane Coffin Childs Post-Doctoral Fellow at Yale University and a faculty member at Johns Hopkins University. Dr. Scangos currently holds an appointment as Adjunct Professor of Biology at Johns Hopkins University. Dr. Scangos holds a B.A. in Biology from Cornell University and a Ph.D. in Microbiology from the University of Massachusetts. Our Board has concluded that Dr. Scangos should continue to serve as a director of Exelixis as of the date of this Proxy Statement due to his prior leadership role as our President and Chief Executive Officer. Beyond his prior role as our principal executive officer, the Board also considered Dr. Scangos’ extensive qualifications, including his training as a scientist, his significant knowledge and experience with respect to the biotechnology, healthcare and pharmaceutical industries, his comprehensive leadership background resulting from service on various boards and as an executive in the biotechnology industry, and his ability to bring historic knowledge and continuity to the Board.
Lance Willsey, M.D., age 55, has been a director since April 1997. Dr. Willsey was a founding partner of DCF Capital, a hedge fund focused on investing in the life sciences, from July 1998 to March 2002, and currently is a consultant to institutional investors in the field of oncology. Since 2000, Dr. Willsey has served on the Visiting Committee of the Department of Genitourinary Oncology at the Dana Farber Cancer Institute at Harvard University School of Medicine. From July 1997 to July 1998, Dr. Willsey served on the Staff Department of Urologic Oncology at the Dana Farber Cancer Institute. From July 1996 to July 1997, Dr. Willsey served on the Staff Department of Urology at Massachusetts General Hospital at Harvard University School of Medicine, where he was a urology resident from July 1992 to July 1996. From 2000 to 2010, Dr. Willsey served a member of the board of directors of Exact Sciences Corporation, a publicly-held biotechnology company. Dr. Willsey holds a B.S. in Physiology from Michigan State University and an M.S. in Biology and an M.D., both from Wayne State University. Our Board has concluded that Dr. Willsey should continue to serve as a director of Exelixis as of the date of this Proxy Statement due to his skill as a physician, his knowledge and experience with respect to the life sciences and healthcare industries, and his knowledge and experience with respect to finance matters.
THE BOARDTHE BOARD OF DIRECTORS RECOMMENDS DIRECTORS RECOMMENDS A VOTE VOTE “FOR” EEACH NAMED NOMINEE.

ACH NAMED NOMINEE.

Class IIII Directors

Continuing in Office Until the 20182020 Annual Meeting

Charles Cohen,

Michael M. Morrissey, Ph.D.

President and Chief Executive Officer, Exelixis, Inc.

Director since 2010

Age 58

Key Qualifications and Expertise:

Our Board concluded that Dr. Morrissey should continue to serve as a director of Exelixis due to his leadership role as the President and Chief Executive Officer of Exelixis. Beyond his role as Exelixis’ principal executive officer, the Board also considered Dr. Morrissey’s extensive qualifications, including his training as a scientist, his significant knowledge and experience with respect to the biotechnology, healthcare and pharmaceutical industries, comprehensive leadership background resulting from service as an executive in the biotechnology industry, and his ability to bring historic knowledge and continuity to the Board.

Committee Assignments:

•   None

Michael M. Morrissey, Ph.D., has served as a director and as Exelixis’ President and Chief Executive Officer since July 2010. Dr. Morrissey has held positions of increasing responsibility at Exelixis since he joined the company in February 2000, including serving as President of Research and Development from January 2007 until July 2010. From 1991 to 2000, Dr. Morrissey held several positions at Berlex Biosciences, last holding the position of Vice President, Discovery Research. Earlier in his career, Dr. Morrissey served as a Senior Scientist and Project Team Leader in Medicinal Chemistry at CIBA-Geigy Corporation. He is the author of numerous scientific publications in medicinal chemistry and drug discovery and an inventor on 70 issued U.S. patents and 25 additional published U.S. patent applications. Dr. Morrissey holds a B.S. (Honors) in Chemistry from the University of Wisconsin and a Ph.D. in Chemistry from Harvard University.

12    age 66, has been a director since November 1995. Dr. Cohen is an independent investor and the Chief Executive Officer of two biotechnology start-up companies, On Target Therapeutics, LLC and Perform Biologics,Exelixis, Inc.



From May 2007 to December 2015, Dr. Cohen was a managing director of Synthesis Capital (formerly Advent Healthcare Ventures), a venture capital firm. From 2003 to 2007, Dr. Cohen was Vice President of Advent International, a global private equity firm. From 2000 to 2002, Dr. Cohen was the Chief Executive Officer of Cellzome AG, a post-genomics biotechnology company. Prior to that time, Dr. Cohen co-founded Creative BioMolecules, Inc., a biotechnology company, in 1982 and was one of its directors and its Chief Executive Officer from 1985 to 1995. Dr. Cohen served as a member of the board of directors of the following publicly-held biopharmaceutical companies: Anadys Pharmaceuticals, Inc., from 2000 to 2005, and Anesiva, Inc., from 2005 to 2007. Dr. Cohen serves on the board of directors and as a Chief Executive Officer of several Advent Healthcare Ventures privately-held portfolio companies. Dr. Cohen also served as the Chairman of the Supervisory Board of Cellzome AG, prior to its acquisition by GlaxoSmithKline in May 2012, and as the Chief Executive Officer of several other companies. Dr. Cohen received his Ph.D. from New York University School of Medicine. Our Board has concluded that Dr. Cohen should continue to serve as a director of Exelixis as of the date of this

Proposal 1 | Class III Directors

Stelios Papadopoulos, Ph.D.

Co-Founder and Chairman of the Board, Exelixis, Inc.

Director since 1994

Age 70

Key Qualifications and Expertise:

Our Board concluded that Dr. Papadopoulos should continue to serve as a director of Exelixis due to his training as a scientist, his knowledge and experience with respect to the biotechnology, healthcare and pharmaceutical industries, his broad leadership experience resulting from extensive service on various boards, his knowledge and experience with respect to finance matters, and his ability to bring historic knowledge and continuity to the Board.

Committee Assignments:

•   Audit Committee

•   Research & Development Committee

Current Public Company Boards:

•   Biogen Inc. (Chair)

•   Regulus Therapeutics, Inc. (Chair)

Stelios Papadopoulos, Ph.D., a co-founder of Exelixis, has been a director since December 1994 and the Chairman of the Board since January 1998. Dr. Papadopoulos retired as Vice Chairman of Cowen & Co., LLC in August 2006 after six years as an investment banker with the firm, where he focused on the biotechnology and pharmaceutical sectors. Prior to joining Cowen & Co., he spent 13 years as an investment banker at PaineWebber, Incorporated, where he was most recently Chairman of PaineWebber Development Corp., a PaineWebber subsidiary focusing on biotechnology. He joined PaineWebber in April 1987 from Drexel Burnham Lambert, where he was a Vice President in the Equity Research Department covering the biotechnology industry. Prior to Drexel, he was a biotechnology analyst at Donaldson, Lufkin & Jenrette. Before coming to Wall Street in 1985, Dr. Papadopoulos was on the faculty of the Department of Cell Biology at New York University Medical Center. He continues his affiliation with New York University Medical Center as an Adjunct Associate Professor of Cell Biology. Dr. Papadopoulos was a co-founder of Anadys Pharmaceuticals, Inc., a publicly-held biopharmaceutical company dedicated to improving patient care by developing novel medicines for the treatment of hepatitis C, acquired by Hoffmann-La Roche Inc. in November 2011. Dr. Papadopoulos served as a member of the board of directors of Anadys Pharmaceuticals from 2000 to 2011 and as its chairman in 2011, prior to its acquisition. Dr. Papadopoulos has also served as a member of the board of directors of three other publicly-held companies: Biogen, Inc., a biopharmaceutical company focused on the treatment of serious diseases, since 2008 and as its chairman since 2014; Regulus Therapeutics Inc., a biopharmaceutical company focused on the development of medicines targeting microRNAs, since 2008, and as its chairman since 2013; and BG Medicine, Inc., a diagnostics company focused on the development and commercialization of cardiovascular diagnostic tests, from 2003 until 2018. Dr. Papadopoulos was also co-founder and member of the board of directors of Cellzome Inc., a privately-held drug discovery company acquired by GlaxoSmithKline in May 2012. In the not-for-profit sector, Dr. Papadopoulos is a co-founder and Chairman of Fondation Santé, a member of the board of visitors of Duke Health, and a member of the Global Advisory Board of the Duke Institute for Health Innovation. Dr. Papadopoulos holds an M.S. in Physics, a Ph.D. in Biophysics and an M.B.A. in Finance, all from New York University.

George A. Scangos, Ph.D.

Chief Executive Officer, Vir Biotechnology, Inc.

Director since 1996

Age 70

Key Qualifications and Expertise:

Our Board concluded that Dr. Scangos should continue to serve as a director of Exelixis due to his prior leadership role as our President and Chief Executive Officer. Beyond his prior role as our principal executive officer, the Board also considered Dr. Scangos’ extensive qualifications, including his training as a scientist, his significant knowledge and experience with respect to the biotechnology, healthcare and pharmaceutical industries, his comprehensive leadership background resulting from service on various boards and as an executive in the biotechnology industry, and his ability to bring historic knowledge and continuity to the Board.

Committee Assignments:

•   Research & Development Committee

Current Public Company Boards:

•   Agilent Technologies, Inc.

George A. Scangos, Ph.D., has been a director since October 1996. Since January 2017, Dr. Scangos has served as Chief Executive Officer and as a member of the board of directors of Vir Biotechnology, Inc., a privately held biotechnology company focused on fighting infectious diseases. From July 2010 to December 2016, Dr. Scangos served as Chief Executive Officer and as a member of the board of directors of Biogen Inc., a publicly-held biopharmaceutical company focused on the treatment of serious diseases. Prior to joining the Biogen organization, from October 1996 to July 2010, Dr. Scangos served as our President and Chief Executive Officer. From September 1993 to October 1996, Dr. Scangos served as President of Biotechnology at Bayer Corporation, a pharmaceutical company, and was responsible for research, business and process development, manufacturing, engineering, and quality assurance. Dr. Scangos has served as a member of the board of directors of various publicly-held companies, including: Agilent Technologies, Inc., a global leader in life sciences, diagnostics and applied chemical markets, since 2014; and Anadys Pharmaceuticals, Inc., a biopharmaceutical company dedicated to improving patient care by developing novel medicines for the treatment of hepatitis C, from 2003 to 2010. Dr. Scangos has also served as a member of the board of directors of our former subsidiary, TaconicArtemis GmbH (previously known as Artemis Pharmaceuticals GmbH), until 2010 and Entelos, Inc. from 1997 to 2010, and he currently serves as a director of Decibel Therapeutics, Inc. and Fondation Santé. Dr. Scangos previously served as the Chair of the California Healthcare Institute (CHI), as a member of the Board of the Global Alliance for TB Drug Development, and as a member of the board of directors of BayBio. Dr. Scangos is also a member of the Board of Advisors of the University of California, San Francisco School of Pharmacy, and the National Board of Advisors of the University of California, Davis School of Medicine. Dr. Scangos was a Jane Coffin Childs Post-Doctoral Fellow at Yale University and a faculty member at Johns Hopkins University. Dr. Scangos currently holds an appointment as Adjunct Professor of Biology at Johns Hopkins University. Dr. Scangos holds a B.A. in Biology from Cornell University and a Ph.D. in Microbiology from the University of Massachusetts.

2019 Proxy Statement    due to his training as a scientist, his knowledge and experience with respect to the biotechnology, pharmaceutical and healthcare industries, his broad leadership experience resulting from service on various boards and as a chief executive officer, and his knowledge and experience with respect to finance matters.

George Poste, D.V.M., Ph.D., FRS, age 72, has been a director since August 2004. Since February 2009, Dr. Poste has been the Chief Scientist at Complex Adaptive Systems Initiative and Regents’ Professor and Del E. Webb Professor of Health Innovation at Arizona State University. From May 2003 to February 2009, Dr. Poste served as the director of the Biodesign Institute at Arizona State University. Dr. Poste has served as the Chief Executive Officer of Health Technology Networks, a consulting company that specializes in the application of genomic technologies and computing in healthcare, since 2000. From 1992 to 1999, he was the Chief Science and Technology Officer and President, R&D, of SmithKline Beecham Corporation, a pharmaceutical company. Dr. Poste served on the Defense Science Board of the U.S. Department of Defense from 2001 to 2010 and is a member of other organizations dedicated to advancing defenses against bioweapons and biowarfare. Since February 2003, Dr. Poste has served as a member of the board of directors of Monsanto Company, a publicly-held provider of agricultural products and solutions. From April 2000 until August 2009, Dr. Poste served as the Non-Executive Chairman of Orchid Cellmark, Inc., a publicly-held DNA forensics company. Dr. Poste currently serves as a Board Member of Caris Life Sciences, a privately held medical diagnostics company. Dr. Poste is a Fellow of the Royal Society, the UK Academy of Medical Sciences, Hoover Institution, Stanford University, and various other prestigious organizations and has been awarded honorary doctorates from several universities. Dr. Poste holds a D.V.M. in veterinary medicine and a Ph.D. in Virology from the University of Bristol, England. Our Board has concluded that Dr. Poste should continue to serve as a director of Exelixis as of the date of this Proxy Statement due to his training as a scientist, his knowledge and experience with respect to the life sciences, healthcare and pharmaceutical industries, his broad leadership experience resulting from service on various boards, and his knowledge and experience with policymaking, regulatory issues and other governmental matters.13

Lance Willsey, M.D.

Founding Partner, DCF Capital

Director since 1997

Age 57

Key Qualifications and Expertise:

Our Board concluded that Dr. Willsey should continue to serve as a director of Exelixis due to his skill as a physician, his knowledge and experience with respect to the life sciences and healthcare industries, and his knowledge and experience with respect to finance matters.

Committee Assignments:

•   Compensation Committee

•   Research & Development Committee

Lance Willsey, M.D., has been a director since April 1997. Dr. Willsey was a founding partner of DCF Capital, a hedge fund focused on investing in the life sciences, from July 1998 to March 2002, and currently is a consultant to institutional investors in the field of oncology. Since 2000, Dr. Willsey has served on the Visiting Committee of the Department of Genitourinary Oncology at the Dana-Farber Cancer Institute at Harvard Medical School. From July 1997 to July 1998, Dr. Willsey served on the Staff Department of Urologic Oncology at the Dana-Farber Cancer Institute. From July 1996 to July 1997, Dr. Willsey served on the Staff Department of Urology at Massachusetts General Hospital at Harvard University School of Medicine, where he was a urology resident from July 1992 to July 1996. From 2000 to 2010, Dr. Willsey served a member of the board of directors of Exact Sciences Corporation, a publicly-held molecular diagnostics company focused on the early detection and prevention of the deadliest forms of cancer. Dr. Willsey holds a B.S. in Physiology from Michigan State University and an M.S. in Biology and an M.D., both from Wayne State University.

Jack L. Wyszomierski, age 61, has been a director since February 2004. From June 2004 to June 2009, Mr. Wyszomierski served as the Executive Vice President and Chief Financial Officer of VWR International, LLC, a supplier of laboratory supplies, equipment and supply chain solutions to the global research laboratory industry. From 1982 to 2003, Mr. Wyszomierski held positions of increasing responsibility within the finance group at Schering-Plough Corporation, a health care company, culminating with his appointment as Executive Vice President and Chief Financial Officer in 1996. Prior to joining Schering-Plough, he was responsible for capitalization planning at Joy Manufacturing Company, a producer of mining equipment, and was a management consultant at Data Resources, Inc. Mr. Wyszomierski has served: as a member of the board of directors of XOMA Corporation, a publicly-held company that discovers, develops and manufactures novel antibody therapeutics, since August 2010; as a member of the board of directors of Athersys, Inc., a publicly-held company engaged in the discovery and development of therapeutic product candidates, since June 2010; as a member of the board of directors of Solenis, LLC, a privately-held manufacturer of chemical products, since August 2014; and as a member of the board of directors of SiteOne Landscape Supply, Inc., a publicly-held company that distributes landscape supply products, since April 2016. Mr. Wyszomierski previously served as a member of the board of directors of: Unigene Laboratories, Inc., a publicly-held biopharmaceutical company, from April 2010 to July 2013; and AssuraMed Holding, Inc., a privately-held distributor of home healthcare products, from January 2011 until its acquisition by Cardinal Health Inc. in March 2013. Mr. Wyszomierski holds a M.S. in Industrial Administration and a B.S. in Administration, Management Science and Economics from Carnegie Mellon University. Our Board has concluded that Mr. Wyszomierski should continue to serve as director of Exelixis as of the date of this Proxy Statement due to his extensive financial reporting, accounting and finance experience, as well as his experience in the healthcare and life sciences industries. These qualities have also formed the basis for the Board’s decision to appoint Mr. Wyszomierski as a member and chairman of the Audit Committee.

Class III Directors

Continuing in Office Until the 20192021 Annual Meeting

Charles Cohen, Ph.D.

Chief Executive Officer, Perform Biologics, Inc.

Director since 1995

Age 68

Key Qualifications and Expertise:

Our Board concluded that Dr. Cohen should continue to serve as a director of Exelixis due to his training as a scientist, his knowledge and experience with respect to the biotechnology, pharmaceutical and healthcare industries, his broad leadership experience resulting from service on various boards and as a chief executive officer, and his knowledge and experience with respect to finance matters.

Committee Assignments:

•   Audit Committee

•   Compensation Committee (chair)

•   Research & Development Committee

Charles Cohen, Ph.D., has been a director since November 1995. Dr. Cohen is an independent investor and since March 2015, has served as Chief Executive Officer and as a member of the board of directors of Perform Biologics, Inc., a private biotechnology start-up company. Previously, Dr. Cohen served as Chief Executive Officer and as a member of the board of directors of On Target Therapeutics, LLC, a private biotechnology start-up company, from June 2015 to June 2017. From May 2007 to December 2015, Dr. Cohen was a managing director of Synthesis Capital (formerly Advent Healthcare Ventures), a venture capital firm. From 2003 to 2007, Dr. Cohen was Vice President of Advent International, a global private equity firm. From 2000 to 2002, Dr. Cohen was the Chief Executive Officer of Cellzome AG, a post-genomics biotechnology company. Prior to that time, Dr. Cohen co-founded Creative BioMolecules, Inc., a biotechnology company, in 1982 and was one of its directors and its Chief Executive Officer from 1985 to 1995. Dr. Cohen served as a member of the board of directors of the following publicly-held companies: Anadys Pharmaceuticals, Inc., a biopharmaceutical company dedicated to improving patient care by developing novel medicines for the treatment of hepatitis C, from 2000 to 2005; and Anesiva, Inc., a biopharmaceutical company focused on the development and commercialization of novel pharmaceutical products for pain management from 2005 to 2007. Dr. Cohen also served as the Chairman of the Supervisory Board of Cellzome AG, prior to its acquisition by GlaxoSmithKline in May 2012, and as the Chief Executive Officer of several other companies. Dr. Cohen received his Ph.D. from New York University School of Medicine.

Carl B. Feldbaum, Esq.,14    age 73, has been a director since February 2007. Mr. Feldbaum serves as a member of the board of directors of BIO Ventures for Global Health, a non-profit organization, and is president emeritus of the Biotechnology Industry Organization (BIO), which represents more than 1,000 biotechnology companies, academic institutions and state



biotechnology centers internationally. Mr. Feldbaum served as president of BIO from 1993 until his retirement in 2005. Prior to joining BIO, Mr. Feldbaum was chief of staff to Senator Arlen Specter of Pennsylvania. He also was president and founder of Palomar Corporation, a national security “think tank” in Washington, D.C. Before founding Palomar Corporation, Mr. Feldbaum was Assistant to the Secretary of Energy and served as the Inspector General for defense intelligence in the U.S. Department of Defense. Mr. Feldbaum served as a member of the board of directors of the following companies: Actelion, Ltd, a biopharmaceutical company, from 2005 to 2015; Trovagene, Inc. from 2014 to 2015; and Connetics Corporation from 2005 until its acquisition by Stiefel Laboratories, Inc. in 2006. Mr. Feldbaum holds an A.B. in Biology from Princeton University and a J.D. from the University of Pennsylvania Law School. Our Board has concluded that Mr. Feldbaum should continue to serve as a director of Exelixis, as of the date of this Proxy Statement due to his training as an attorney, his knowledge and experience with respect to the biotechnology, pharmaceutical and healthcare industries, his broad leadership experience resulting from service on various boards and as an executive officer and his knowledge and experience with policymaking, regulatory issues and other governmental matters.Inc.

Alan M. Garber, M.D., Ph.D.Proposal 1 , age 61, has been a director since January 2005. He became Provost of Harvard University, Mallinckrodt Professor of Health Care Policy at Harvard Medical School, and a Professor in the Harvard Kennedy School of Government and in the Department of Economics at Harvard in September 2011. Before moving to Harvard, from 1998 until August 2011, he was the Henry J. Kaiser Jr. Professor, a Professor of Medicine, and a Professor (by courtesy) of Economics, Health Research and Policy, and of Economics in the Graduate School of Business at Stanford University. Dr. Garber also served as the Director of the Center for Primary Care and Outcomes Research and the Center for Health Policy at Stanford. During his tenure at Stanford University, Dr. Garber also served as a Senior Fellow at the Freeman Spogli Institute for International Studies and as a staff physician at the VA Palo Alto Health Care System. Dr. Garber is a member of the National Academy of Medicine, the American Society of Clinical Investigation, the Association of American Physicians and the Board on Science, Technology, and Economic Policy at the National Academies. He is a Fellow of the American College of Physicians and the Royal College of Physicians. Dr. Garber is also a Research Associate with the National Bureau of Economic Research and served as founding Director of its Health Care Program for nineteen years. He has also served as a member of the National Advisory Council on Aging at the National Institutes of Health, as a member of the Board of Health Advisers of the Congressional Budget Office and as Chair of the Medicare Evidence Development and Coverage Advisory Committee at the Centers for Medicare and Medicaid Services. Dr. Garber previously served on the editorial board of acclaimed scientific journals and has received numerous awards and honors. Dr. Garber holds an A.B. summa cum laude, an A.M. and a Ph.D., all in Economics, from Harvard University, and an M.D. with research honors from Stanford University. Our Board has concluded that Dr. Garber should continue to serve as a director of Exelixis as of the date of this Proxy Statement due to his training as a physician and economist, his knowledge and experience with respect to the life sciences, healthcare and pharmaceutical industries, and his knowledge and experience with policymaking, regulatory issues and other governmental matters.

Vincent T. Marchesi, M.D., Ph.D.,| age 81, has been a director since May 2001. Since 1973, Dr. Marchesi has been a Professor of Pathology and Cell Biology at Yale University and, since 1991, the Director of the Boyer Center for Molecular Medicine at Yale University. In 1982, Dr. Marchesi co-founded Molecular Diagnostics, Inc., a diagnostic development company. Dr. Marchesi was formerly Chair of Pathology at the Yale-New Haven Hospital. Dr. Marchesi holds an M.D. from Yale University and a Ph.D. from Oxford University, and is a member of the National Academy of Sciences and the Institute of Medicine. Our Board has concluded that Dr. Marchesi should continue to serve as director of Exelixis as of the date of this Proxy Statement due to his training as a physician and scientist and his research and experience in the fields of healthcare and life sciences, with a particular focus on biotechnology.Class III Directors

George Poste, DVM, Ph.D., FRS

Chief Scientist, Complex Adaptive Systems Initiative

Director since 2004

Age 74

Key Qualifications and Expertise:

Our Board concluded that Dr. Poste should continue to serve as a director of Exelixis due to his training as a scientist, his knowledge and experience with respect to the life sciences, healthcare and pharmaceutical industries, his broad leadership experience resulting from service on various boards, and his knowledge and experience with policymaking, regulatory issues and other governmental matters.

Committee Assignments:

•   Nominating and Corporate Governance Committee

•   Research & Development Committee (chair)

George Poste, DVM, Ph.D., FRS, has been a director since August 2004. Since February 2009, Dr. Poste has been the Chief Scientist at Complex Adaptive Systems Initiative and Regents’ Professor and Del E. Webb Professor of Health Innovation at Arizona State University. From May 2003 to February 2009, Dr. Poste served as the director of the Biodesign Institute at Arizona State University. Dr. Poste has served as the Chief Executive Officer of Health Technology Networks, a consulting company that specializes in the application of genomic technologies and computing in healthcare, since 2000. From 1992 to 1999, he was the Chief Science and Technology Officer and President, R&D, of SmithKline Beecham Corporation, a pharmaceutical company (later merged into GlaxoSmithKline plc). Dr. Poste served on the Defense Science Board of the U.S. Department of Defense from 2001 to 2010 and is a member of other organizations dedicated to advancing defenses against bioweapons and biowarfare. Dr. Poste has served as a member of the board of directors of Caris Life Sciences, a privately-held medical diagnostics company, since 2009. Previously, Dr. Poste served as a member of the board of directors of Monsanto Company, a publicly-held provider of agricultural products and solutions, from February 2003 until its acquisition by Bayer Aktiengesellschaft in June 2018, and as the Non-Executive Chairman of Orchid Cellmark, Inc., a publicly-held DNA forensics company, from April 2000 until August 2009. Dr. Poste is a Fellow of the Royal Society, the UK Academy of Medical Sciences, Hoover Institution, Stanford University, and various other prestigious organizations and has been awarded honorary doctorates from several universities. Dr. Poste holds a DVM in veterinary medicine and a Ph.D. in Virology from the University of Bristol, England.

Jack L. Wyszomierski

Former Executive Vice President and Chief Financial Officer, VWR International, LLC

Director since 2004

Age 63

Key Qualifications and Expertise:

Our Board concluded that Mr. Wyszomierski should continue to serve as a director of Exelixis due to his extensive financial reporting, accounting and finance experience, as well as his experience in the healthcare and life sciences industries. These qualities have also formed the basis for the Board’s decision to appoint Mr. Wyszomierski as a member and chairman of the Audit Committee.

Committee Assignments:

•   Audit Committee (chair)

•   Nominating and Corporate Governance Committee

Current Public Company Boards:

•   XOMA Corporation

•   Athersys, Inc.

•   SiteOne Landscape Supply, Inc.

Jack L. Wyszomierski, has been a director since February 2004. From June 2004 to June 2009, Mr. Wyszomierski served as the Executive Vice President and Chief Financial Officer of VWR International, LLC, a supplier of laboratory supplies, equipment and supply chain solutions to the global research laboratory industry. From 1982 to 2003, Mr. Wyszomierski held positions of increasing responsibility within the finance group at Schering-Plough Corporation, a health care company, culminating with his appointment as Executive Vice President and Chief Financial Officer in 1996. Prior to joining Schering-Plough, he was responsible for capitalization planning at Joy Manufacturing Company, a producer of mining equipment, and was a management consultant at Data Resources, Inc. Mr. Wyszomierski has served: as a member of the board of directors of XOMA Corporation, a publicly-held company that licenses novel antibody therapeutics, since August 2010; as a member of the board of directors of Athersys, Inc., a publicly-held company engaged in the discovery and development of therapeutic product candidates, since June 2010; as a member of the board of directors of Solenis LLC, a privately-held manufacturer of chemical products, since August 2014; and as a member of the board of directors of SiteOne Landscape Supply, Inc., a publicly-held company that distributes landscape supply products, since April 2016. Mr. Wyszomierski previously served as a member of the board of directors of: Unigene Laboratories, Inc., a publicly-held biopharmaceutical company, from April 2010 to July 2013; and AssuraMed Holding, Inc., a privately-held distributor of home healthcare products, from January 2011 until its acquisition by Cardinal Health Inc. in March 2013. Mr. Wyszomierski holds a M.S. in Industrial Administration and a B.S. in Administration, Management Science and Economics from Carnegie Mellon University.

Julie Anne Smith, age 46, has been a director since September 2016. Ms. Smith served as President and Chief Executive Officer of Raptor Pharmaceuticals from January 2015 up until the company’s acquisition by Horizon Pharma plc in October 2016. Before rising to the role of Chief Executive Officer at Raptor Pharmaceuticals, Ms. Smith served as Executive Vice President and Chief Operating Officer from 2012 to 2014. From 2008 to 2012, Ms. Smith served as Chief Commercial Officer of Enobia Pharmaceuticals prior to the company’s acquisition by Alexion Pharmaceuticals, Inc. Previously, Ms. Smith served as the Vice President of Commercial at Jazz Pharmaceuticals from 2006 to 2008, overseeing commercial strategy and operations. From 2001 to 2005, Ms. Smith served as Vice President, Global Marketing at Genzyme General, and helped to establish the commercial team for the biotech start-up, Novazyme Pharmaceuticals, from 2000 to 2001. Ms. Smith began her industry career at Bristol-Myers Squibb, joining the company in 1996 as a Product Manager and rising to become a Director of channel strategy and design. Previously, Ms. Smith was a Director on the Health and Emerging Companies Sections of the Biotechnology Industry Organization (BIO) board and has also served on the Board of Directors at Audentes Therapeutics, Inc. since December 2016. Ms. Smith holds a B.S. in biological and nutritional sciences from Cornell University. Our Board has concluded that Ms. Smith should continue to serve as a director of Exelixis as of the date of this Proxy Statement due to her knowledge and experience with respect to biotechnology, healthcare and pharmaceutical industries and her broad leadership experience resulting from service as an executive in the pharmaceutical industry.



Corporate Governance

Corporate Governance Guidelines

We have adopted written corporate governance guidelines,Corporate Governance Guidelines, which may be viewed atwww.exelixis.com under the caption “Investors & Media-Corporate Governance.Media—Corporate Governance—Corporate Governance Documents.” This document includes guidelines for determining director independence and qualifications for directors. Our Board regularly reviews, and modifies from time to time, our corporate governance guidelines,Corporate Governance Guidelines, Board committee charters and Board practices. Please note that information found on, or accessible through, our website is not a part of, and is not incorporated into, this Proxy Statement.

2019 Proxy Statement    15

Corporate Code of Conduct and Ethics

We have adopted a Corporate Code of Conduct, andwhich functions as our Code of Ethics under the SEC rules, that applies to all directors, officers and employees, including the principal executive officer principal financial officer and principal financial/accounting officer. The Corporate Code of Conduct and Ethics is posted on our website atwww.exelixis.com under the caption “Investors & Media-Corporate Governance.Media—Corporate Governance—Corporate Governance Documents.” We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of this Corporate Code of Conduct and Ethics by posting such information on our website, at the address and location specified above and, to the extent required by the listing standards of the NASDAQNasdaq Stock Market, by filing a Current Report on Form 8-K with the SEC, disclosing such information.

Our Corporate Code of Conduct reflects our corporate values and describes how our officers, directors, employees and contractors are expected to conduct themselves when representing Exelixis. It also underscores our commitment to comply with laws that regulate our business activities as a biotechnology company. Our employees receive regular training on our Corporate Code of Conduct, which includes consequences of taking actions that would constitute a violation of our Corporate Code of Conduct.

Included in our Corporate Code of Conduct are procedures for employees to report potential violations to our Ethics Committee, which is chaired by our Chief Executive Officer and includes other members of our senior management team. To ensure our employees feel comfortable raising good faith questions or concerns with respect to our Corporate Code of Conduct or our other policies, these reports can be made confidentially (or anonymously) via our Ethics Hotline, and we maintain a strict policy against any retaliation or discrimination towards an employee who makes such a report.

Director Independence

We have adopted standards for director independence pursuant to NASDAQNasdaq listing standards, which require that a majority of the members of a listed company’s board of directors qualify as “independent,” as affirmatively determined by the board of directors. An “independent director” means a person other than an officer or employee of Exelixis or one of our subsidiaries, or another individual having a relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Consistent with these considerations, after review of all relevant transactions or relationships between each director, or any of his or her family members, and Exelixis, its senior management and its independent registered public accounting firm, the Board has affirmatively determined that Drs. Cohen, Freire, Garber, Marchesi, Papadopoulos, Poste, Scangos and Willsey, Messrs. Wyszomierski and Feldbaum and Ms. Smith, who are teneleven of the eleventwelve members of the Board, represent a majority of the Board and are independent.independent under applicable SEC rules and the Nasdaq listing standards. Dr. Morrissey, our President and Chief Executive Officer, is not independent by virtue of his employment with Exelixis. In addition, the Board has also determined that: (i) all directors who serve on the Audit, Compensation and Nominating and Corporate Governance Committees are independent under applicable NASDAQNasdaq listing standards; and (ii) all members of the Audit Committee meet the independence requirements under the Securities Exchange Act of 1934, as amended.

Act.

Board Leadership Structure

The Board does not have a formal policy on whether the role of chairman and chief executive officer should be separate or combined. Our corporate governance guidelinesCorporate Governance Guidelines provide that the Board will select its chairman and the chief executive officer in the manner it considers to be in the best interests of our company and those of our stockholders.company. Currently, we have an independent chairman of the board separate from the chief executive officer. The Board believes this bifurcated structure provides for sufficient independent oversight of management and strong Board leadership, while allowing for the effective management of company affairs. The Board believes that if the positions of chairman and chief executive officer are combined, the appointment of a lead independent director would be necessary for effective governance. Accordingly, our corporate governance guidelinesCorporate Governance Guidelines provide that if the roles are combined, the independent directors of the Board must appoint a lead independent director. Our corporate governance guidelinesCorporate Governance Guidelines further provide that the lead independent director would: (i) preside at all meetings of the Board at which the chairman is not present, including executive sessions of the independent directors; (ii) have the authority to call meetings of the independent directors; (iii) serve as the principal liaison on Board-wide issues between the independent directors and the chairman; and (iv) have such other authority and duties as the Board may from time to time determine. The Board believes that this flexible approach provides it with the ability to establish a leadership structure, based upon its judgment that is in the best interests of our company and those of our stockholders at any given time.

16    Exelixis, Inc.

Proposal 1 | Corporate Governance

Role of the Board in Risk Oversight

Management is responsible for identifying the various risks facing our company, including, without limitation, strategic, operational, financial, regulatory and regulatorycyber-security risks that may exist from time to time. Management is also charged with the responsibility of implementinghas implemented appropriate risk management structures, policies and procedures, and managingmanages our risk exposure on a day-to-day basis. While we dothe Board does not have a formal risk oversight policy, the Board does, as a whole and through its various committees, conductsoversee the proper functioning of our internal risk oversight function for our company.management processes. In its risk oversight role, the Board evaluates whether management has reasonable controls in place to address material risks currently facing our company and those we may face in the future. The Board and its committees meet at regularly scheduled and special meetings throughout the year at which theymanagement reports to the Board concerning the results of its risk management activities, as well as external changes that may change the levels of business risk to which we are presented with information regarding risks facing the company. exposed.

The Board delegates certain of its risk oversight responsibilities to its various committees as follows:

››

Our Audit Committee oversees the management of risks related to financial reporting, trading in our securities, fraud, information technology and cyber-security, including a regular review of the existence or status of any such risks and evaluating the steps management has taken or proposes to take to mitigate them. Our Audit Committee also reviews any proposed related party transactions to ensure we do not engage in transactions that would create a conflict of interest or result in harm to us.

››

Our Compensation Committee oversees the management of risks related to our compensation policies and practices, including structuring and reviewing our executive compensation programs, considering whether such programs are in line with our strategic objectives and incentivizing appropriate risk-taking.

››

Our Nominating and Corporate Governance Committee oversees the management of risks related to our compliance programs, including healthcare compliance and data privacy, and corporate governance matters, including director independence and Board composition and succession.

Also, the Board is presented with frequent business updates during monthly teleconferences among our Board and senior management. Following consideration of the information provided by



management, the Board provides feedback, makes recommendations and, as needed, issues directives to management to address our risk exposure.

Prohibitions on Derivative, Hedging, Monetization and Other Transactions

We maintain an insider trading policy that applies to directors and employees, including our executive officers, which prohibits certain transactions in our stock, including short sales, puts, calls or other transactions involving derivative securities, hedging or monetization transactions, purchases of Exelixis securities on margin or borrowing against an account in which Exelixis securities are held, or pledging Exelixis stock as collateral for a loan.

There are no exceptions to these prohibitions, other than the pledging of Exelixis stock as collateral for a loan, which would require that such director or employee establish his or her financial capacity to repay the loan without resort to the pledged securities and obtains prior approval from management.

Stockholder Communications with the Board

Security holders may send communications to the Board by mail at 210 East Grand Avenue, South San Francisco,1851 Harbor Bay Parkway, Alameda, California 94080,94502, by facsimile at(650) 837-7951 or by e-mail at info@exelixis.com, each of the foregoing sent “Attn: Board of Directors.”

Stock Ownership Guidelines for Non-Employee Directors

In February 2018, the Board adopted Stock Ownership Guidelines applicable to our directors and Named Executive Officers (as defined below) to further align their financial interests with those of our stockholders, as well as to promote sound corporate governance. For our non-employee directors, our Stock Ownership Guidelines provide an ownership target equal to the lesser of 3,000 shares or a value equivalent to three times the annual cash Board retainer. Under the guidelines, we expect non-employee directors to achieve their stock ownership targets within five years of becoming subject to these guidelines. The policy includes procedures for granting exemptions in the case of severe financial hardship. Ownership targets for our Named Executive Officers (including those serving on our Board) are described below under “Compensation Discussion and Analysis—Other Compensation Information—Stock Ownership Guidelines.”

2019 Proxy Statement    17

In determining ownership levels for each non-employee director under our Stock Ownership Guidelines, credit is provided for shares held outright (including shares owned through trusts, the Amended and Restated Exelixis, Inc. 401(k) Plan (401(k) Plan), or by a spouse), as well as 50% of the number of vested, but unexercised, stock options. No credit is provided for RSUs (as defined below) until they vest. The values for all shares determined to be held by our non-employee directors and Named Executive Officers are based on the 200-day average stock price as of the measurement date. As of February 12, 2019, all of our non-employee directors serving on the Board as of such date had met the required ownership targets.

Board Committees and Meetings

The Board held sevenfive meetings and acted by unanimous written consent one time during 20162018, and all of our directors attended at least 75% of the total meetings of the Board and of the committees on which they served, except Dr. Poste. Dr. Poste attended 67% of the total meetings of the Board and of the committees on which he served, including all four Board meetings during which executive sessions of theserved. The independent directors were held. Dr. Poste was unable to attend the balance of the meetings due to unresolvable scheduling conflicts arising from his service as Chief Scientist at Complex Adaptive Systems Initiative and Regents’ Professor and Del E. Webb Professor of Health Innovation at Arizona State University. From 2004 through 2015, Dr. Poste attended at least 75% of the total meetings of the Board and of the committees on which he served, andmet four times in regularly participates in the monthly teleconferences among our Board and senior management established to provide the members of our Board with more frequent business updates.

scheduled executive sessions.

During 2016,2018, the Board had four standing committees: anthe Audit Committee,Committee; the Compensation Committee,Committee; the Nominating and Corporate Governance CommitteeCommittee; and the Research and& Development Committee. Committee membership in 2016 through December 15, 2016,2018 was as follows:

Board Member Audit Committee Compensation Committee Nominating and Corporate Governance Committee Research and Development Committee
Charles Cohen, Ph.D. Member Chair    
Carl B. Feldbaum, Esq.     Member  
Alan M. Garber, M.D., Ph.D.     Chair  
Vincent T. Marchesi, M.D., Ph.D.   Member   Member
Stelios Papadopoulos, Ph.D. Member      
George Poste, D.V.M., Ph.D., FRS     Member Chair
George A. Scangos, Ph.D.        
Julie A. Smith        
Lance Willsey, M.D.   Member   Member
Jack L. Wyszomierski Chair*      
Number of Meetings Held in Fiscal 2016 through December 15, 2016 4 15 3 2
*Designated by the Board as an “audit committee financial expert.”


Committee membership in 2016 following December 15, 2016, was as follows:
Board Member Audit Committee Compensation Committee Nominating and Corporate Governance Committee Research and Development Committee
Charles Cohen, Ph.D. Member Chair   Member
Carl B. Feldbaum, Esq.   Member Member  
Alan M. Garber, M.D., Ph.D.     Chair Member
Vincent T. Marchesi, M.D., Ph.D.   Member   Member
Stelios Papadopoulos, Ph.D. Member     Member
George Poste, D.V.M., Ph.D., FRS     Member Chair
George A. Scangos, Ph.D. Member     Member
Julie A. Smith   Member Member  
Lance Willsey, M.D.   Member   Member
Jack L. Wyszomierski Chair*   Member  
Number of Meetings Held in Fiscal 2016 following December 15, 2016 0 1 0 0
*Designated by the Board as an “audit committee financial expert.”

Board Member

  Audit
Committee		 

Compensation

Committee

  Nominating
and Corporate
Governance
Committee		  

Research &

Development
Committee

Charles Cohen, Ph.D.

  Member Chair     Member

Carl B. Feldbaum, Esq.

    Member  Member   

Maria C. Freire, Ph.D.*

       Member  Member

Alan M. Garber, M.D., Ph.D.

       Chair  Member

Vincent T. Marchesi, M.D., Ph.D.

    Member     Member

Stelios Papadopoulos, Ph.D.

  Member       Member

George Poste, D.V.M., Ph.D., FRS

       Member  Chair

George A. Scangos, Ph.D.

          Member

Julie A. Smith**

  Member Member      

Lance Willsey, M.D.

    Member     Member

Jack L. Wyszomierski

  Chair***    Member   

Number of Meetings Held in Fiscal 2018

  4 10  3  3

*

Dr. Freire became a director and was appointed to the Nominating and Corporate Governance Committee and the Research & Development Committee on April 5, 2018.

**

On September 5, 2018, Ms. Smith moved from the Nominating and Corporate Governance Committee to the Audit Committee.

***

Designated by the Board as an “audit committee financial expert.”

Audit Committee

The Audit Committee of the Board oversees our corporate accounting and financial reporting process, ensures the integrity of our financial statements and has been designated as the Qualified Legal Compliance Committee within the meaning of Rule 205.2(k) of Title 17, Chapter II of the Code of Federal Regulations. The Audit Committee is composed entirely of independent directors and performs several functions, such as evaluatingincluding:

•  Evaluating the performance, qualifications, compensation and continued engagement of the independent registered public accounting firm, as well as resolving any disagreements between the independent registered public accounting firm and management

•  Reviewing the sufficiency of our information technology resources and overseeing our program to identify, assess, manage and monitor cyber-security risks

18    Exelixis, Inc.

Proposal 1 | Board Committees and assessing the qualifications of, the independent registered public accounting firm; determining whether to retain or terminate the existing independent registered public accounting firm or to appoint and engage a new independent registered public accounting firm; reviewing and approving the engagement of the independent registered public accounting firm to perform any proposed permissible services and appropriate compensation thereof; reviewing, providing oversight of, and approving related party transactions; establishing procedures, as required under applicable law, for the receipt, retention and treatment of complaints received by Exelixis regarding accounting, internal accounting controls or auditing matters and the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters; reviewing the financial statements to be included in our Annual Report on Form 10-K; discussing with management and the independent registered public accounting firm the results of the annual audit and the results of our quarterly financial statement reviews; and resolving any disagreements between the independent registered public accounting firm and management. The Audit Committee also has the specific responsibilities and authority necessary to comply with the listing standards of the NASDAQ Stock Market applicable to audit committees.

Meetings

•  Reviewing, providing oversight of, and approving related person transactions

•  Reviewing the financial statements for inclusion in our Annual Report on Form 10-K and preparing the Audit Committee’s report for inclusion in our Proxy Statement or Annual Report on Form 10-K

•  Establishing procedures to receive and address complaints regarding accounting, internal accounting controls or auditing matters

•  Reviewing the results of the annual audit and the results of our quarterly financial statement reviews with management and the independent registered public accounting firm

•  Overseeing our risk assessment and risk management processes with respect to financial reporting fraud and discussing and evaluating the steps management has taken or proposes to take to mitigate such risks

•  Maintaining compliance with SEC and Nasdaq rules applicable to audit committees

•  Reviewing our tax strategy, the status of any material tax audits and proceedings and any other material tax matters

The Board has determined that Mr. Wyszomierski is an “audit committee financial expert” as defined in applicable SEC rules.

The Audit Committee’s report is set forth in “Report of the Audit Committee” below. The Audit Committee has a written charter, which is available on our website atwww.exelixis.com under the caption “Investors & Media-Corporate Governance.Media—Corporate Governance—Committee Composition and Charters.”

Compensation Committee

The purposeCompensation Committee of the Compensation Committee is to: overseeBoard oversees our compensation policies, plans and programs; review and determine the compensation to be paid to officers and directors; work with management to address any conflict of interest with any compensation adviser engaged by management or the Compensation Committee; review with management our Compensation Discussion and Analysis, and to consider whether to recommend that it be included in our proxy statements and other filings; and prepare and review the Compensation Committee’s report included in our annual proxy statement or Annual Report on Form 10-K, as applicable, in accordance with applicable rules and regulations of the SEC.programs. The Compensation Committee reviews and recommends to the Board the compensation and benefitsis composed entirely of all officers, establishes and reviews general policies relating to compensation and benefits of employees, including executive officers,independent directors and performs such otherseveral functions, regarding compensation as the Board may delegate. The Compensation Committee also administers the issuance of stock options and other awards under our stock plans.

including:

•  Reviewing and determining the compensation to be paid to executive officers

•  Reviewing our Compensation Discussion and Analysis and preparing the Compensation Committee’s report for inclusion in our Proxy Statement

•  Addressing any conflict of interest with any compensation adviser engaged by management or the Compensation Committee

•  Establishing general policies relating to compensation and benefits of employees, including executive officers

•  Evaluating director compensation and recommending any changes to the Board for approval

•  Administering the issuance of stock options and other awards under our stock plans

The Compensation Committee’s report is set forth in “Compensation Committee Report” below. Information on the Compensation Committee’s processes and procedures for consideration of executive compensation are addressed in



“Compensation “Compensation Discussion and Analysis” below. For information regarding our processes and procedures for the consideration and determination of director compensation, please see “Compensation of Directors” below. The Compensation Committee has a written charter, which is available on our website atwww.exelixis.com under the caption “Investors & Media -Corporate Governance.Media—Corporate Governance—Committee Composition and Charters.” In accordance with its charter, the Compensation Committee also may delegate any of its authority or responsibility to the chairperson of the Compensation of the Committee or to a subcommittee composed of one or more members of the Compensation Committee and/or other members of the Board and/or officers of Exelixis.

Compensation Consultants.The Compensation Committee retained Compensia, Inc. (Compensia), a national compensation consulting firm, as its external compensation consultant to assist the Compensation Committee in its duties related to executive and non-employee director compensation. Compensia did not perform any work for us other than the executive compensation and non-employee director compensation consulting services provided to the Compensation Committee and

2019 Proxy Statement    19

reported directly to the Compensation Committee or through its chairperson. Fees paid to Compensia in 20162018 did not exceed $120,000. At the direction ofSee “Compensation Discussion and Analysis” for more information regarding the Compensation Committee, management retained Radford, a compensation consulting firm serving technology and life sciences companies, principally to provide benchmark and industry compensation data for executive and broad-based compensation analyses. In consideration for compensation related services provided during 2016, we paid Radford an aggregateCommittee’s engagement of $52,746. Radford also provided our management with access to the Radford Global Life Sciences Survey, Radford Global Sales Survey and Radford U.S. Benefits Survey, for which we paid Radford an aggregate of $11,275 in 2016. Radford is an Aon Hewitt company and an affiliate of Aon Risk Services which provided insurance brokerage services to us during 2016 at a total cost of $160,976.

Compensia.

Nominating and Corporate Governance Committee

The purpose of the Nominating and Corporate Governance Committee is to: overseeof the Board oversees all aspects of our corporate governance functions on behalf of the Board; make recommendations to the Board regarding corporate governance issues; identify, review and evaluate candidates to serve as directors; serve as a focal point for communication between such candidates, non-committee directors and management; recommend such candidates to the Board and make such other recommendations to the Board regarding affairs relating to the directors; and develop a set of corporate governance principles for Exelixis.Board. The Nominating and Corporate Governance Committee also oversees our healthcare compliance programs created to prevent fraudis composed entirely of independent directors and abuse in federal healthcare programs and non-compliance with applicable healthcare laws. performs several functions, including:

•  Conducting periodic assessments of the performance of the Board and its committees and compliance with SEC and Nasdaq requirements for independence and expertise

•  Facilitating our CEO Succession Plan in the event our Chief Executive Officer is no longer able to serve in that position

•  Identifying, reviewing and evaluating candidates to serve as directors and recommending qualified candidates to the Board

•  Developing a set of Corporate Governance Guidelines, as well as administering our Corporate Code of Conduct

•  Ensuring effective communication between the Board, its committees and management, as well as receiving and reviewing communications from security holders to the Board

•  Overseeing our compliance programs, including healthcare compliance and data privacy, and corporate governance matters

The Nominating and Corporate Governance Committee has a written charter, which is available on our website atwww.exelixis.com under the caption “Investors & Media-Corporate Governance.Media—Corporate Governance—Committee Composition and Charters.”

Director Qualifications; Diversity.Because we are a biopharmaceutical company with rapidly evolving and expanding clinical and commercial programs, the Board does not believe that it is appropriate to adopt, and the The Nominating and Corporate Governance Committee hasdoes not adopted, a formal policy with respect tohave a fixed set of minimum qualifications for its candidates for membership on the Board. Instead, in considering candidates for directorship, the Nominating and Corporate Governance Committee will generally consider all relevant factors, including the candidate’s applicable expertise and demonstrated excellence in his or her field, the usefulness of such expertise to us, the availability of the candidate to devote sufficient time and attention to the affairs of Exelixis, the existence of any relationship that would interfere with the exercise of the candidate’s independent judgment, and the candidate’s demonstrated character and judgment. In the review process, the Nominating and Corporate Governance Committee evaluates prospective candidates for directorship in the context of the existing membership of the Board (including the qualities and skills of the existing directors), our operating requirements and the long-term interests of our stockholders. TheWhile the Board does not have a formal policy with regard to the consideration of diversity in identifying director nominees, but the Nominating and Corporate Governance Committee believes that the factors considered above enable it to identify director candidates that possess a wide range of backgrounds,key industry knowledge as well as a variety of different professional and personal backgrounds, attributes (including, but not limited to, gender and national origin), experiences, skills and experiences.expertise such that the Board, as a group, can best fulfill its responsibilities to our stockholders.

The Nominating and Corporate Governance Committee regularly evaluates the needs of the Board with respect to skills and experiences that may be filled by a new director candidate. During the first quarter of 2018, after consultations with certain of our larger institutional stockholders and utilizing various internal resources, the Nominating and Corporate Governance Committee identified Dr. Maria Freire as a candidate for membership on the Board due to her training as a scientist, her knowledge and experience with respect to medical research, the pharmaceutical industry and government healthcare policymaking, as well as her leadership experience in the public sector; Dr. Freire was the elected to the Board in April 2018. In addition, the Nominating and Corporate Governance Committee is authorized to access external resources as it deems necessary or appropriate to fulfill its defined responsibilities, including engagement of executive search firms to help identify director candidates.

Director Nominations.The Nominating and Corporate Governance Committee considers and assesses all candidates recommended by our directors, officers and stockholders. Evaluations of candidates generally involve a review of background materials, internal discussions and interviews with selected candidates as appropriate. If, after its review, the Nominating and

20    Exelixis, Inc.

Proposal 1 | Board Committees and Meetings

Corporate Governance Committee supports a candidate, it would recommend the candidate for consideration by the full Board. The Nominating and Corporate Governance Committee considers stockholder recommendations for directors using the same criteria as potential nominees recommended by the members of the Nominating and Corporate Governance Committee or others. The Nominating and Corporate Governance Committee has not received any recommended nominations from any stockholder holding 5% or more of our common stock in connection with the 2017 Annual Meeting.

The Nominating and Corporate Governance Committee is authorized to access external resources as it deems necessary or appropriate to fulfill its defined responsibilities, including engagement of executive search firms to help identify director candidates. In February 2016, the Nominating and Corporate Governance Committee engaged an executive search firm to assist the committee in identifying and recruiting potential candidates for membership on the Board. These search efforts resulted in the appointment of Julie A. Smith as a member of the Board.

Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board may do so by delivering a written recommendation to the Nominating and Corporate Governance Committee within the timeframe specified in our Bylaws that is applicable to matters to be brought



before an Annual Meeting of Stockholders as set forth under “Questions and Answers About These Proxy Materials and Voting” above. Such communications should be sent to the following address: Exelixis, Inc., 210 East Grand Ave., South San Francisco,1851 Harbor Bay Parkway, Alameda, California 94080,94502, Attn: Nominating and Corporate Governance Committee of the Board. Submissions must include (a) the full name, age, business address and residence address of such person, (b) the principal occupation or employment of such person, (c) the class and number of shares of the proposed nominee,corporation which are beneficially owned by such person, (d) a description of all arrangements or understandings between the proposed nominee’s business experience for at leaststockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the previous five years, complete biographical information, a description of the proposed nominee’s qualifications as a director and a representation that the nominating stockholder is a beneficial or record owner of our stock. Any such submission mustnominations are to be accompaniedmade by the stockholder, (e) a statement whether such person, if elected, intends to comply with the corporation’s Corporate Governance Guidelines, including with respect to matters relating to the election of directors, and (f) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including without limitation such person’s written consent ofto being named in the proposed nominee to be namedproxy statement, if any, as a nominee and to serveserving as a director if elected.
elected).

Research and& Development Committee

The Research and& Development Committee which was established in January 2006, is responsible for advising Exelixis andof the Board onoversees various scientific matters related to our drug discovery and preclinical and clinical development programs. The Research & Development Committee is composed entirely of scientific importance as the Board, in consultation with management, may designate from time to time.

independent directors and performs several functions, including:

•  Overseeing our clinical development program and internal drug discovery activities

•  Evaluating and discussing trends in the oncology treatment landscape and potential effects on our pipeline strategy and other business needs

•  Reviewing the progress of preclinical assets that we have in-licensed or acquired and evaluating potential future business development opportunities

•  Advising the Board on other matters of scientific importance as the Board, in consultation with management, may designate from time to time

Annual Meeting; Attendance

The Board does not have a formal policy with respect to the attendance of its members at Annual Meetings of Stockholders. Dr. Morrissey was the only member of the Board in attendance at the 20162018 Annual Meeting of Stockholders.

2019 Proxy Statement    21


COMPENSATION OF DIRECTORS

Overview of Director Compensation

The compensation program for our non-employee directors is intended to be competitive and fair so that we can attract optimal talent to our Board and recognize the time and effort required of a director given the size and complexity of our operations. In accordance with its charter, our Compensation Committee is responsible for recommending to the Board for approval the annual compensation for our non-employee directors and acts on behalf of the Board in discharging the Board’s responsibilities with respect to overseeing our compensation policies for non-employee directors. To assist with the Compensation Committee’s and the Board’s review, Compensia, our external compensation consultant, prepares a comprehensive annual assessment of our non-employee director compensation program. The assessment includes benchmarking director compensation against the same 2018 peer group used for executive compensation purposes, an update in recent trends in director compensation and a review of related corporate governance best practices.

Recent Changes to Director Compensation

In February 2018, the Board approved changes to the non-employee director compensation program following consideration of market data prepared by the Compensation Committee’s independent compensation adviser, Compensia, and the recommendation of the Compensation Committee. The primary goal of these changes was to balance our ability to attract and retain the highest quality directors while aligning the program with the interests of our stockholders. As such, the Board sought to approximate the 50th percentile of total compensation for our non-employee directors with those in the 50th percentile of our 2018 peer group. The Board also sought to ensure that the pay structure appropriately reflected the scope of responsibilities and level of contribution provided by our non-employee directors. Among the changes to the program in 2018 were the following:

››

For the cash component of our non-employee director compensation program, our non-employee directors no longer receive a “Meeting Fee” for attendance at each Board meeting or at each of their respective committee meetings. Instead, we pay a retainer to each non-employee director for service on the Board and standing committees during the fiscal year to reflect his or her responsibilities beyond attendance at Board and committee meetings. We only pay Meeting Fees for attendance at Board or committee meetings in excess of a pre-determined number of meetings for the fiscal year.

››

For the equity component of our non-employee director compensation program, the dollar value of the initial awards and annual awards our non-employee directors are eligible to receive was increased to approximately $680,000 and approximately $340,000, respectively.

These two changes were effective beginning with the first quarter of fiscal 2018.

In addition, at our 2017 Annual Meeting, our stockholders approved a limit on the amount of non-employee director compensation under our 2017 Equity Incentive Plan (2017 Plan). The aggregate value of all compensation granted or paid to any individual solely for service as a non-employee director of the Board of Directors with respect to non-employee directors.

Compensation Arrangements; Cash and Restricted Stock Units (RSUs)any calendar year may not exceed $750,000 in Lieutotal value, calculating the value of Cash

Historically, eachany stock awards based on the grant date fair value of such awards for financial reporting purposes), or, with respect to the calendar year in which a non-employee director has receivedis first appointed or elected to the Board, $1,500,000. This limit was not intended to serve as an increase in the annual amount of non-employee director compensation; rather, this action was approved for the purpose of limiting the amount of compensation the Board can approve for non-employee directors each year.

Cash Compensation Arrangements

Each non-employee director receives an annual cash retainer and fees for his or her service on the Board, meeting attendance.as well as an additional annual cash retainer if he or she serves as the Chairman of the Board, on a committee or as the chair of a committee. In addition, chairs of our Board committees have received additional annual retainers and feesnon-employee directors receive Meeting Fees for attendance at each Board meeting or at each of their respective Committee meetings. However,committee meetings in supportexcess of the company’s continued cash conservation measures,pre-determined number of meetings for the Compensation Committee determined that it would be appropriate for each non-employee director to continue to receive equity awardsfiscal year, which is included in lieu of what would otherwise be the cash component of Board compensation for 2016 as they had done for 2015. In December 2015, the Compensation Committee met to discuss non-employee director compensation for 2016 and determined that restricted stock units, or RSUs, continued to be the appropriate instrument to replace the director’s cash compensation. An RSU award is the right to receive an amount of shares on the vesting datefull description of the award. The Board then reviewed the Compensation Committee's recommendation and determined that, in support of the company’s cash conservation measures, the non-employee directors would continue to receive RSUs in lieu of the cash component for services rendered for 2016. The Board delegated authority to the Compensation Committee to determine the amount of RSUs to be granted to each non-employee director.


In January 2016, the Compensation Committee reviewed each non-employee director’s projected2018 cash compensation arrangements for 2016, taking into account the number of regularly scheduled board and committee meetings anticipated during that period and the retainer payable in accordance with the Compensation Arrangements for Non-Employee Directors (as set forthour non-employee directors in the table below). Suchbelow.

22    Exelixis, Inc.

Compensation of Directors

The table below provides information regarding the cash compensation arrangements were originally developed in 2014 in consultation with Radford, a compensation consultant retained by Exelixis to compile industry data utilized for 2014 and 2015 non-employee director compensation decisions. Given the company's cash conservation efforts, the Compensation Committee determined that utilizing resources from prior years was the most appropriate and economical approach for the development of a director compensation program. Once the Compensation Committee had determined the projected cash compensation for 2016, it then used the closing price of the company’s common stock on December 31, 2015, of $5.64 to determine the number of RSUs to be granted to each non-employee director, other than for Julie Smith who joined the Board on September 22, 2016.


In connection with Ms. Smith's appointment to the Board, in September 2016, the Compensation Committee met to discuss Ms. Smith's compensation and determined that to remain consistent with the form of compensation received by the otherour non-employee directors for 2016, it would be appropriate to issue Ms. Smith RSUs for her service for the remainder of 2016. On September 22, 2016, the Board reviewed Ms. Smith's projected cash2018. Dr. Morrissey receives no compensation for the remainder of 2016, taking into account the remaining number of regularly scheduled board meetings anticipated during that period and the retainer payable in accordance with the Compensation Arrangements for Non-Employee Directors (his capacity as set forth in the table below), and used the closing pricea member of the company’s common stock on September 22, 2016, of $14.74 to determine the number of RSUs to be granted to Ms. Smith.



The following sets forth the dollar amounts used for 2015 and 2016 for determining the number of shares subject to RSUs to be issued in lieu of the cash component of non-employee director compensation:

Board.

Compensation Arrangements for Non-Employee Directors

Service

  Fee Type  

Cash

Compensation ($)

Board

  Retainer Fee  25,000
50,000    
  Additional Chair Retainer Fee  30,000
30,000    
Meeting Fee (1)(2)   Regular Meeting Fee2,500    2,500
Special Meeting Fee (1)1,000

Audit Committee

  Retainer Fee  6,000
10,000    
  Additional Chair Retainer Fee  15,000
15,000    
  Meeting Fee (2)(1)(3) 1,000

Compensation Committee

  Retainer Fee  5,000
8,000    
  Additional Chair Retainer Fee  10,000
12,000    
  Meeting Fee (2)(1)(3) 1,000

Nominating & Corporate Governance Committee

  Retainer Fee  5,000
5,000    
  Additional Chair Retainer Fee  10,000
10,000    
  Meeting Fee (2)(1)(4) 1,000

Research & Development Committee

  Retainer Fee  10,000
5,000    
  Additional Chair Retainer Fee  10,000
10,000    
   Meeting Fee (2)(1)(4)  5,000
____________________
1,000    

(1)

Meeting atfor which minutes are generated.generated count toward the meeting threshold to determine when Meeting Fees are to be paid.

(2)In-person meeting or teleconference at which minutes are generated.

Meeting Fee paid for all meetings in excess of eight meetings.

The following table sets forth the number of RSUs granted to each non-employee director (in lieu of cash compensation for 2016) who was serving on the Board and its committees on January 4, 2016, the date of grant:
(3)
Name
Restricted Stock Units
Granted

Meeting Fee paid for all meetings in Lieuexcess of

Cash Compensation
(Sh)
Charles Cohen, Ph.D.13,830
Carl B. Feldbaum, Esq.8,688
Alan M. Garber, M.D., Ph.D.10,550
Vincent T. Marchesi, M.D., Ph.D.13,387
Stelios Papadopoulos, Ph.D.15,071
George Poste, D.V.M., Ph.D., FRS13,830
George A. Scangos, Ph.D.6,383
Lance Willsey, M.D.13,298
Jack L. Wyszomierski12,146 seven meetings.

The RSUs were granted under the 2014 Equity Plan, or 2014 Plan, pursuant to the Non-Employee Director Equity Compensation Policy, or Directors’ Policy, described below and vested as to one-fourth of the shares on each of April 1, 2016, July 1, 2016, September 30, 2016 and December 30, 2016.


The following table sets forth the number of RSUs granted to Ms. Smith (in lieu of cash compensation for 2016) who was appointed to the Board on September 22, 2016, the date of grant:
(4)
Name
Restricted Stock Units
Granted

Meeting Fee paid for all meetings in Lieuexcess of

Cash Compensation
(Sh)
Julie A. Smith763 four meetings.

The RSUs were granted under the 2014 Plan, pursuant to the Directors’ Policy, and vested in full on December 30, 2016.
Additional

Equity Compensation Arrangements


Our non-employee directors are also eligible to receive equity as part of their Board service, including an initial award upon joining the Board and an annual award on the day following each Annual Meeting of Stockholders. Grants to our non-employee directors are made under the 2014our 2017 Plan, pursuant to the Non-Employee Director Equity Compensation Policy, as amended (2017 Directors’ Policy,Policy), as adopted by the Board. To address changes in the trading price of our common stock, we utilize a value-based approach for determining the number of shares subject to non-employee director equity awards. During 2016,2018, under the terms of the 2017 Directors’ Policy, the aggregate value of each one-time initial award was approximately $680,000, and the aggregate value of each annual award was approximately $340,000. The value of each initial award and annual award is divided approximately evenly between a nonstatutory stock option and a restricted stock unit (RSU) award. However, each non-employee directors were eligibledirector may instead elect to receive the full value of his or her annual award in the form of a one-timenonstatutory stock option.

Under the 2017 Directors’ Policy, the total number of options and RSUs granted as part of each initial award and annual award is determined using a formula based upon the Black-Scholes Merton option to purchase 65,000 sharespricing model and the average of the daily closing sale prices of our common stock when they first joinfor the Board and an annual option to purchase 40,000 shares of common stocktrading days during the 30-day calendar period ending on (and including) the last calendar day following each Annual Meeting of Stockholders.

On May 26, 2016, the day after our 2016 Annual Meeting of Stockholders, we granted an annual option to purchase 40,000 shares of common stock to each of our non-employee directors. The annual options were granted at an exercise price per share of $6.30, which was equalimmediately prior to the relevant grant date . The value of each award, as determined in accordance with the 2017 Directors’ Policy, may be greater or lesser than the grant date fair market value computed for financial reporting purposes and reflected in the “Director Compensation Table” below. This is a result of the different calculation employed to determine the grant date fair value, which uses a formula based upon the Black-Scholes Merton option pricing model and the closing sale price of our common stock on the date of grant. On September 22, 2016, Ms. Smith joined the Board and became eligible to receive an equity award pursuant to the terms of the Directors' Plan. However, due to the initial success of the CABOMETYX launch following approval by the U.S. Food and Drug Administration, or FDA, on April 25, 2016, our stock price had experienced significant appreciation. The Compensation Committee considered this factor in developing its recommendation to the Board for Ms. Smith's compensation and determined that, rather than granting an option to purchase for 65,000 shares of common stock as provided for by the Directors' Policy, a value-based approach should be used to determine the number of shares subject to Ms. Smith's initial equity award. The Compensation Committee believed it would be appropriate to target a value of approximately $200,000, which reflected the value of an initial option award to a new director at the time the of the most recent Board compensation analysis covering annual equity awards was performed. On September 22, 2016, the Board then reviewed the Compensation Committee's recommendation and granted Ms. Smith an option to purchase 26,000 shares of common stock as her one-time initial option award.
grant date.

Options granted under the 20142017 Plan in accordance with the 2017 Directors’ Policy are not incentive stock options under the Internal Revenue Code of 1986, as amended or the Code.(the Code). The exercise price of automatic grants ofeach initial and annual stock optionsoption granted under the 20142017 Plan is equal to 100% of the fair market value of a share of common stock on the grant date. Under the terms of the 2017 Directors’ Policy, the one-time initial options are immediately exercisable, but shares issued upon early exercise are subject to a repurchase right and will vest at the rate of 25% of the underlying shares on the first anniversary of the grant date and monthly thereafter over the next three years. The annual options are immediately exercisable, immediately but shares issued upon early exercise are subject to a repurchase right and will vest monthly in equal parts over a one-year period.

2019 Proxy Statement    23

As long as the option holdernon-employee director continues to serve with us or with an affiliate of us,ours, the option willoptions continue to vest and be exercisable during its term.their terms, and shares issued upon early exercise continue to vest. When the option holder’s service terminates, we will have the right to repurchase any unvested shares acquired upon exercise of the option at the original exercise price without interest. The post-termination exercise period for the vested portion of the options granted to our non-employee directors is generally set to terminate the earlier of three years after a non-employee director'sdirector’s service terminates or the remainder of the term of the option. option, as described in the form of option agreement for non-employee directors under the 2017 Plan (not to exceed seven years from the date of grant).

The options grantedinitial RSU awards vest at the rate of 25% of the underlying shares on each of the first four anniversaries of the grant date, and the annual RSU awards vest at the rate of 100% of the shares on the first anniversary of the grant date, in each case so long as the non-employee director continues to serve with us or with an affiliate of ours.

In the event of a change in control, 100% of the non-employee director’s outstanding and unvested equity awards will immediately vest, and any applicable repurchase rights we may have will terminate.

On April 5, 2018, Dr. Freire Joined the Board and became eligible to receive an initial equity award having an aggregate value equal to approximately $680,000, pursuant to the terms of the 2017 Directors’ Policy havePolicy. Accordingly, on April 5, 2018, the Board granted Dr. Freire a term that does not exceed seven years.

one-time initial award, the value of which was divided approximately evenly between a nonstatutory stock option and an RSU award consisting of (i) an option to purchase 28,240 shares of our common stock and (ii) an RSU award representing 14,120 shares of our common stock.

Reimbursement of Expenses

The members of the Board are eligible for reimbursement of certain expenses incurred in connection with their attendance ofat Board meetings and their service on the Board in accordance with our policy.



Director Compensation Table


The following table shows compensation information for our non-employee directors for the fiscal year ended December 30, 2016.

28, 2018.

Director Compensation for Fiscal 2016

  Stock Awards (Restricted Stock Units) ($)(1) Option Awards ($)(2) 


Total
($)
Charles Cohen, Ph.D. 75,927
 134,772
 210,699
Carl B. Feldbaum, Esq. 47,697
 134,772
 182,469
Alan M. Garber, M.D., Ph.D. 57,920
 134,772
 192,692
Vincent T. Marchesi, M.D., Ph.D. 73,495
 134,772
 208,267
Stelios Papadopoulos, Ph.D. 82,740
 134,772
 217,512
George Poste, D.V.M., Ph.D., FRS 75,927
 134,772
 210,699
George A. Scangos, Ph.D. 35,043
 134,772
 169,815
Julie A. Smith 11,247
(3)230,118
(4)241,365
Lance Willsey, M.D. 73,006
 134,772
 207,778
Jack L. Wyszomierski 66,682
 134,772
 201,454
____________________
2018

    Fees Earned or
Paid in  Cash
($)		   Stock Awards
(Restricted  Stock
Units) ($)(1)		  Option Awards
($)(2)		   

Total

($)

 

Charles Cohen, Ph.D.

   88,000    —   320,699    408,699 

Carl B. Feldbaum, Esq.

   66,000    —   320,699    386,699 

Maria C. Freire, Ph.D.

   45,000    474,761 (3)   476,599 (4)    996,360 

Alan M. Garber, M.D., Ph.D.

   70,000    —   320,699    390,699 

Vincent T. Marchesi, M.D., Ph.D.

   65,000    162,709   163,339    391,048 

Stelios Papadopoulos, Ph.D.

   95,000    162,709   163,339    421,048 

George Poste, D.V.M., Ph.D., FRS

   70,000    162,709   163,339    396,048 

George A. Scangos, Ph.D.

   55,000    —   320,699    375,699 

Julie A. Smith

   65,250    —   320,699    385,949 

Lance Willsey, M.D.

   64,000    —   320,699    384,699 

Jack L. Wyszomierski

   80,000    162,709   163,339    406,048 

(1)

On January 4, 2016,May 24, 2018, each non-employee director, other than Ms. Smith, wasof Drs. Freire, Marchesi, Papadopoulos and Poste and Mr. Wyszomierski were granted an RSU that vested with respectaward pursuant to 1/4the 2017 Directors’ Policy, which accounted for approximately 50% of the shares at the endtotal value of each fiscal quarter of fiscal 2016. The RSU award was granted in lieu of cash fees that would otherwise have been paid for Board service for 2016.their annual award. Amounts shown in this column reflect the aggregate grant date fair value of the RSU award as computed in accordance with Financial Accounting Standards Board or FASB,(FASB), Accounting Standards Codification Topic 718 or ASC 718.(ASC 718). The assumptions used to calculate the value of RSUs are set forth in Note 107 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 30, 2016,28, 2018, filed with the SEC on February 27, 2017.22, 2019. See “Compensation Arrangements; Cash and Restricted Stock Units (RSUs) in Lieu of Cash”“Equity Compensation Arrangements” above for a description of the RSU awards made to non-employee directors on January 4, 2016.May 24, 2018.

24    Exelixis, Inc.

Compensation of Directors

Only one RSU award was granted to each of Drs. Marchesi, Papadopoulos and Poste and Mr. Wyszomierski during fiscal 2018 and, accordingly, the grant date fair value of that RSU award is reflected in the table. The aggregate number of shares subject to all RSUs held by each of these non-employee directors as of December 28, 2018, is as follows: Dr. Freire—22,057 Dr. Marchesi—7,937; Dr. Papadopoulos—7,937; Dr. Poste—7,937; and Mr. Wyszomierski—7,937. None of the other non-employee directors received any RSU awards during fiscal 2018, and none of the other non-employee directors held any outstanding RSU awards as of December 28, 2018.

(2)

On May 24, 2018, each non-employee director during fiscal 2016 and, accordingly, the grant date fair value of that RSU award is reflected in the table. There were no outstanding RSU awards held by non-employee directors on December 30, 2016.
(2)On May 26, 2016, each non-employee director, other than Ms. Smith, was granted an option to purchase our common stock pursuant to the Directors'2017 Directors’ Policy. Each of Drs. Cohen, Garber, Scangos and Willsey, Mr. Feldbaum and Ms. Smith elected to receive 100% of their annual award in the form of options to purchase our common stock, while each of Drs. Freire, Marchesi, Papadopoulos and Poste and Mr. Wyszomierski elected to receive approximately 50% of their annual award in the form of options to purchase our common stock and approximately 50% of their annual award in the form of an RSU award. Amounts shown in this column reflect the aggregate grant date fair value for the option awards granted in fiscal 20162018 as computed in accordance with FASB ASC 718. The assumptions used to calculate the value of option awards are set forth in Note 107 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 30, 2016,28, 2018, filed with the SEC on February 27, 2017.22, 2019. See “Additional Equity“Equity Compensation Arrangements” above for a description of the option grants made to non-employee directors on May 26, 2016.24, 2018. There can be no assurance that the options will ever be exercised (in which case no value will actually be realized by the director) or that the value on exercise of stock options will be equal to the grant date fair value shown in this column.

With the exception of Dr. Freire, who was also granted a stock option award as part of her initial award in connection with her joining the Board on April 5, 2018, only one stock option award was granted to each non-employee director during fiscal 2018 and, accordingly, the grant date fair value of that stock option is reflected in the table. The aggregate number of shares subject to all stock options held by each of our current non-employee directors as of December 28, 2018, is as follows: Dr. Cohen—361,304; Mr. Feldbaum—274,704; Dr. Freire—44,114; Dr. Garber—302,864; Dr. Marchesi—218,814; Dr. Papadopoulos—339,601; Dr. Poste—227,222; Dr. Scangos—241,344; Ms. Smith—97,278; Dr. Willsey—352,050; and Mr. Wyszomierski—281,213.

(3)

On September 22, 2016, Ms. SmithApril 5, 2018, as part of her initial award in connection with her joining the Board, Dr. Freire was granted an RSU that vested in full at the endaward representing 14,120 shares of fiscal 2016.our common stock. The RSU award was granted in lieu of cash fees that would otherwise have been paid for Board service for the fourth quarter of 2016. Amounts shown in this column reflect the aggregate grant date fair value of the RSU component of her initial award was $312,052, and the grant date fair value of the RSU component of her annual award was $162,709, in each case as computed in accordance with FASB ASC 718. The assumptions used to calculate the value of RSUs arethis option award is set forth in Note 107 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 30, 2016,28, 2018, filed with the SEC on February 27, 2017.22, 2019. See “Compensation Arrangements; Cash and Restricted Stock Units (RSUs) in Lieu of Cash”“Equity Compensation Arrangements” above for a description of the RSUinitial award madegranted to Ms. SmithDr. Freire on September 22, 2016.April 5, 2018.

(4)

On September 22, 2016, Ms. SmithApril 5, 2018, as part of her initial award in connection with her joining the Board, Dr. Freire was granted an option in connection with her appointment to the Board, pursuant to the terms of the Directors' Policy and adjusted for the recent increase in the company's stock price. Amounts shown in this column reflect the aggregatepurchase 28,240 shares or our common stock. The grant date fair value forof the option awards grantedcomponent of her initial award was $313,260, and the grant date fair value of the option component of her annual award was $163,339, in fiscal 2016each case as computed in accordance with FASB ASC 718. The assumptions used to calculate the value of thethis option award areis set forth in Note 107 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2018, filed with the SEC on February 22, 2019. See “Equity Compensation Arrangements” above for a description of the initial award granted to Dr. Freire on April 5, 2018. There can be no assurance that the option will ever be exercised (in which case no value will actually be realized by the director) or that the value on exercise of the stock option will be equal to the grant date fair value described above.

2019 Proxy Statement    25



ended December 30, 2016, filed with the SEC on February 27, 2017. See “Additional Equity Compensation Arrangements” above for a description of the option grant made to Ms. Smith on September 22, 2016. There can be no assurance that the option will ever be exercised (in which case no value will actually be realized by the director) or that the value on exercise of stock option will be equal to the grant date fair value shown in this column.
Only one stock option award was granted to each non-employee director during fiscal 2016 and, accordingly, the grant date fair value of that stock option is reflected in the table. The aggregate number of shares subject to all stock options held by each of our current non-employee directors as of December 30, 2016, is as follows: Dr. Cohen - 346,646; Mr. Feldbaum - 274,796; Dr. Garber - 278,206; Dr. Marchesi - 311,254; Dr. Papadopoulos - 352,041; Dr. Poste - 290,912; Dr. Scangos - 568,352; Ms. Smith - 26,000; Dr. Willsey - 337,392; and Mr. Wyszomierski - 293,653.



PROPOSAL 2

RATIFICATIONOF SELECTIONOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMATIFICATIONOF SELECTIONOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board has selected Ernst & Young LLP as Exelixis’ independent registered public accounting firm for the fiscal year ending December 29, 2017.January 3, 2020. The Board, on behalf of the Audit Committee, has further directed that management submit the selection of the independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Ernst & Young LLP has audited our financial statements for each of the sixteeneighteen fiscal years in the period ended December 30, 2016.28, 2018. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither our Bylaws nor other governing documents or law require stockholder ratification of the selection of Ernst & Young LLP as Exelixis’ independent registered public accounting firm. However, the Board is submitting the selection of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate governance. If the stockholders fail to ratify the selection, the Audit Committee of the Board will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee of the Board in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of Exelixis and its stockholders.

The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting is required to ratify the selection of Ernst & Young LLP. Abstentions will be counted toward the tabulation of votes cast on proposals presented to the stockholders and will have the same effect as a vote against this proposal. Broker non-votes are counted towards a quorum, but willBrokers generally have no effectdiscretionary authority to vote on the resultsratification of our independent accounting firm; thus, we do not expect any broker non-votes on this vote.

proposal.

THE BOARDTHE BOARD OF DIRECTORS RECOMMENDS DIRECTORS RECOMMENDS A VOTE VOTE “FOR” PROPOSALPROPOSAL 2.

Principal Accountant Fees and Services

The aggregate fees billed by Ernst & Young LLP for the last two fiscal years for the services described below are as follows:


  Fiscal Year Ended
  
December 30,
2016
 
January 1,
2016
Audit Fees (1) $1,703,009
 $1,224,884
Audit-Related Fees (2) —
 25,000
Tax Fees —
 —
All Other Fees (3) 1,995
 1,995
Total Fees $1,705,004
 $1,251,879
____________________

    Fiscal Year Ended 
    December 28,
2018		   December 29,
2017		 

Audit Fees (1)

  $1,914,430   $1,658,395 

Audit-Related Fees (2)

   155,200    220,000 

Tax Fees (3)

   416,273    208,152 

All Other Fees (4)

   3,230    1,995 

    Total Fees

  $2,489,133   $2,088,502 

(1)

“Audit fees” consist of fees billed for professional services rendered for the audit of our consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by Ernst & Young LLP in connection with statutory and regulatory filings and other engagements such as comfort letters, consents, and review of documents filed with the SEC.

(2)

“Audit-related fees” consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit fees.” During fiscal 20152018 and 2017 these services included consultations relating to various transactions. We did not incur any "Audit-related" fees during fiscal 2016.

(3)

“Tax fees” include fees for tax compliance, tax advice and tax planning.

(4)

“All other fees” consist of fees for products and services other than the services described above. During fiscal 20162018 and 2015,2017, these fees related to an on-line subscription to an Ernst & Young LLP database.

26    Exelixis, Inc.

Proposal 2 | Ratification of Selection of Independent Registered Public Accounting Firm

All fees described above were pre-approved by the Audit Committee. The Audit Committee has determined that the rendering of the services other than audit services by Ernst & Young LLP is compatible with maintaining the independence of the independent registered public accounting firm.

Pre-Approval of Services

During 20162018 and 2015,2017, the Audit Committee of the Board pre-approved the audit and non-audit services to be performed by Exelixis’ independent registered public accounting firm, Ernst & Young LLP. Non-audit services are defined as services other than those provided in connection with an audit or a review of our financial statements. The Audit Committee



pre-approves all audit and non-audit services rendered by Ernst & Young LLP. The Audit Committee generally pre-approves specified services in the defined categories of audit services, audit-related services, tax services and all other services up to specified amounts. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent registered public accounting firm or on an individual explicit case-by-case basis before the independent auditor is engaged to provide each service. The Audit Committee or its chairman, whom the Audit Committee has designated as a one-person subcommittee with pre-approval authority, pre-approved all audit fees, audit-related fees, tax fees and other fees in 20162018 and 2015.2017. Any pre-approvals by the subcommittee must be and were presented to the Audit Committee at its next scheduled meeting.


R2019 Proxy Statement    27

REPORTOFTHE AUDIT COMMITTEE

OF THE AUDIT COMMITTEE

The material in this report is not “soliciting material,” is not deemed “filed” with the Securities and Exchange Commission and is not deemed to be incorporated by reference in any filing of Exelixis under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

In connection with the audited consolidated financial statements for the fiscal year ended December 30, 2016,28, 2018, of Exelixis, Inc. (“Exelixis”), the Audit Committee of the Board of Directors of Exelixis has:

(1) reviewed and discussed the audited financial statements for the fiscal year ended December 30, 2016,28, 2018, with management of Exelixis;

(2) discussed with Ernst & Young LLP, Exelixis’ independent registered public accounting firm (“Ernst & Young”), the matters required to be discussed by Auditing Standard No. 1301,Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”); and

(3) received the written disclosures and the letter from Ernst & Young required by applicable requirements of the PCAOB regarding Ernst & Young’s communications with the Audit Committee concerning independence, and has discussed with Ernst & Young that accounting firm’s independence.

Based on the foregoing, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in Exelixis’ Annual Report on Form 10-K for the fiscal year ended December 30, 2016.

28, 2018.

Audit Committee:


Jack L. Wyszomierski, Chairman

Charles Cohen

George

Stelios Papadopoulos

Julie A. Scangos

Stelios Papadopoulos




Smith

PROPOSAL28    Exelixis, Inc.

Proposal 3 | Declassification of the Board by the 2020 Annual Meeting of Stockholders

PROPOSAL3

APPROVAL

DECLASSIFICATIONOFTHE EXELIXIS, INC. 2017 EQUITY INCENTIVE PLAN


BOARDBYTHE 2020 ANNUAL MEETINGOF STOCKHOLDERS

Currently, Article V.A of the Certificate of Incorporation provides for a classified board of directors divided into three classes of directors, with each class elected for three-year terms.

We take corporate governance matters seriously and are askingcommitted to achieving best corporate governance practices. We recognize, in particular through our ongoing stockholder engagement, the growing sentiment among stockholders that annual director election is one of the most meaningful tools available to them to evaluate and provide feedback on the performance of the Board. After considering the advantages and disadvantages of declassification, including through discussions with our stockholders to approve the Exelixis, Inc. 2017 Equity Incentive Plan, or the 2017 Plan, at the Annual Meeting. The 2017 Plan was adopted by our Board on February 23, 2017, and amended by our Compensation Committee on March 22, 2017, subject to approval by our stockholders. The 2017 Plan is intended to be the successor to the Exelixis, Inc. 2014 Equity Incentive Plan, or the 2014 Plan.


Why We Are Asking Our Stockholders to Approve the 2017 Plan

Currently, we maintain the 2014 Plan to grant stock options and restricted stock unit awards to our employees and directors. In addition, in 2016 the Board adopted the Exelixis, Inc. 2016 Inducement Award Plan, or the 2016 Inducement Plan, because we had a significant increase in new hires due to certain business developments (as discussed below) and needed additional shares to grant stock options and restricted stock unit awards to such new hires.

We are seeking stockholder approvallight of the 2017 Plan to increase the number of shares available for the grant of stock options, restricted stock unit awards and other awards, which will enable us to have a competitive equity incentive program to compete with our peer group for key talent. If the 2017 Plan is approved by our stockholders, no additional awards will be granted under the 2014 Plan or the 2016 Inducement Plan.
Approval of the 2017 Plan by our stockholders will allow us to continue to grant stock options and restricted stock unit awards at levels determined appropriate by our Board or Compensation Committee, which determination takes into account the impact of such awards on stockholder dilution. The 2017 Plan will also allow us to utilize a broad array of equity incentives and performance cash incentives in order to secure and retain the services of our employees and directors, and to provide long-term incentives that align the interests of our employees and directors with the interests of our stockholders.

Requested Shares

Subject to adjustment for certain changes in our capitalization, if this Proposal 3 is approved by our stockholders, the aggregate number of shares of our common stock that may be issued under the 2017 Plan will not exceed the sum of (i) 24,000,000 new shares, (ii) the number of unallocated shares remaining available for grant under the 2014 Plan as of the effective date of the 2017 Plan, and (iii) certain shares subject to outstanding stock awards granted under the 2014 Plan, the 2016 Inducement Plan, the Exelixis, Inc. 2000 Equity Incentive Plan, the Exelixis, Inc. 2000 Non-Employee Directors’ Stock Option Plan or the Exelixis, Inc. 2011 Equity Incentive Plan (together, the “Prior Plans”) that may become available for issuance under the 2017 Plan as such shares become available from time to time (as further described below in “Description of the 2017 Equity Incentive Plan - Shares Available for Awards”).

Due to the inherent unpredictability of clinical trial outcomes and of regulatory approval processes, we are not presently able to forecast the rate at which we will utilize equity awards as a tool for attracting and retaining talent. Taking these factors into consideration, our Board determined that our request for 24,000,000 new shares under the 2017 Plan is an appropriate amount that we believe a majority of our institutional investors would support.

Why You Should Vote to Approve the 2017 Plan
Equity Awards Are an Important Part of Our Compensation Philosophy
Our Board believes that our future success depends, in large part, on our ability to maintain a competitive position in attracting, retaining and motivating employees and directors. The Board believes that the grant of equity awards is a key element underlying our ability to attract, retain and motivate employees and directors, and better aligns the interests of our employees and directors with those of our stockholders. The 2017 Plan will allow us to continue to provide equity-based incentives to our employees and directors. Therefore, the Board believes that the 2017 Plan is in the best interests of the Company and its stockholders and recommends a vote in favor of this Proposal 3.
We Have Experienced and Expect to Continue to Experience Substantial Growth in Our Business
We have had to hire more employees due to our product development achievements. For example, in support of the launch of CABOMETYX™ (cabozantinib) tablets and our continued growth, the Board adopted the 2016 Inducement Plan to better position the Company in recruiting top talent in a highly competitive hiring environment within the biopharmaceutical industry.


As of January 1, 2016, we had approximately 115 employees, compared to approximately 287 employees as of December 30, 2016, and approximately 301 employees as of March 31, 2017.
The Board now believes that the 2017 Plan is necessary to ensurefact that the number of shares available for issuance pursuantcompanies with classified boards continues to equity awards is sufficient to allow us to continue to attract and retain the services of talented individuals essential to our long-term growth and financial success. Our Board strongly believes that the grant of equity awards is a key element underlying our ability to attract, retain and motivate our employees, including our executives, and our directors, and is a substantial contributing factor to our success and the growth of our business. We have relied significantly on equity awards in the form of stock options and restricted stock unit awards to attract and retain key employees, and we believe that equity awards are necessary for us to remain competitive in the marketplace for executive talent and other employees. The approval of the 2017 Plan will address the depletion of the 2014 Plan’s available share reserve that has occurred as a result of our recent corporate developments.
We Manage Our Equity Award Use Carefully and Dilution Is Reasonable
We continue to believe that equity awards such as stock options and restricted stock unit awards are a vital part of our overall compensation program. Our compensation philosophy reflects broad-based eligibility for equity awards, and we grant awards to substantially all of our employees. However, we recognize that equity awards dilute existing stockholders, and, therefore, we must responsibly manage the growth of our equity compensation program. We are committed to effectively monitoring our equity compensation share reserve, including our “burn rate,” to ensure that we maximize stockholders’ value by granting the appropriate number of equity awards necessary to attract, reward, and retain employees and directors.
The Size of Our Share Reserve Request Is Reasonable
If the 2017 Plan is approved by our stockholders, we expect to have approximately 392,399 shares available for grant after the Annual Meeting (based on shares available as of March 31, 2017), which we believe is necessary to provide a predictable amount of equity awards for attracting, retaining, and motivating employees and directors.
Our Board believes that our request for 24,000,000 new shares under the 2017 Plan is an appropriate amount that we believe a majority of our institutional investors would support.
The 2017 Plan Combines Compensation and Governance Best Practices

The 2017 Plan includes provisions that are designed to protect our stockholders’ interests and to reflect corporate governance best practices including:

No single trigger accelerated vesting upon change in control. The 2017 Plan does not provide for any automatic mandatory vesting of awards upon a change in control.

No liberal share counting or recycling. The following shares will not become available again for issuance under the 2017 Plan: (i) shares that are reacquired or withheld (or not issued) by us to satisfy the exercise or purchase price of a stock award; (ii) shares that are reacquired or withheld (or not issued) by us to satisfy a tax withholding obligation in connection with stock options or stock appreciation rights; and (iii) shares repurchased by us on the open market with the proceeds of the exercise or strike price of a stock option or stock appreciation right.

Fungible share counting. The 2017 Plan contains a “fungible share counting” structure, whereby the number of shares of our common stock available for issuance under the 2017 Plan will be reduced by (i) one share for each share issued pursuant to a stock option or stock appreciation right with an exercise price that is at least 100% of the fair market value of our common stock on the date of grant (an “Appreciation Award”) granted under the 2017 Plan and (ii) 1.5 shares for each share issued pursuant to a stock award that is not an Appreciation Award (a “Full Value Award”) granted under the 2017 Plan. As part of such fungible share counting structure, the number of shares of our common stock available for issuance under the 2017 Plan will be increased by (i) one share for each share that becomes available again for issuance under the terms of the 2017 Plan subject to an Appreciation Award and (ii) 1.5 shares for each share that becomes available again for issuance under the terms of the 2017 Plan subject to a Full Value Award.

Minimum vesting requirements. The 2017 Plan provides that no award will vest until at least 12 months following the date of grant of the award; provided, however, that up to 5% of the aggregate number of shares that may be issued under the 2017 Plan may be subject to awards which do not meet such vesting requirements.



Maximum seven-year term for stock options and stock appreciation rights. The 2017 Plan provides that no stock option or stock appreciation right may have a term longer than seven years.

Restrictions on dividends. The 2017 Plan provides that (i) no dividends or dividend equivalents may be paid with respect to any shares of our common stock subject to an award before the date such shares have vested, (ii) any dividends or dividend equivalents that are credited with respect to any such shares will be subject to all of the terms and conditions applicable to such shares under the terms of the applicable award agreement (including any vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to us on the date such shares are forfeited to or repurchased by us due to a failure to vest.

Awards subject to forfeiture/clawback. Awards granted under the 2017 Plan will be subject to recoupment in accordance with any clawback policy that we are required to adopt pursuant to the listing standards of any national securities exchange or association on which our securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition,decline, the Board may impose other clawback, recovery or recoupment provisions in an award agreement, including a reacquisition right in respect of previously acquired shares or other cash or property upon the occurrence of cause.

Repricing is not allowed. The 2017 Plan prohibits the repricing of outstanding stock options and stock appreciation rights and the cancellation of any outstanding stock options or stock appreciation rights that have an exercise or strike price greater than the then-current fair market value of our common stock in exchange for cash or other stock awards under the 2017 Plan without prior stockholder approval.

No liberal change in control definition. The change in control definition in the 2017 Plan is not a “liberal” definition. A change in control transaction must actually occur in order for the change in control provisions in the 2017 Plan to be triggered.

Limit on non-employee director compensation. The maximum number of shares subject to stock awards granted during any calendar year to any of our non-employee directors, taken together with any cash fees paid by the Company to such non-employee director during such calendar year, may not exceed $750,000 in total value, or $1,500,000 in total value with respect to the calendar year in which the individual is first appointed or elected to the Board (calculating the value of any such stock awards based on the grant date fair value of such stock awards for financial reporting purposes).
Overhang
The following table provides certain additional information regarding our equity incentive program.
As of February 24, 2017
Total number of shares of common stock subject to outstanding stock options24,330,043
Weighted-average exercise price of outstanding stock options$5.06
Weighted-average remaining term of outstanding stock options4.42 years
Total number of shares of common stock subject to outstanding full value awards2,332,412
Total number of shares of common stock available for grant under the 2014 Plan (1)384,935
Total number of shares of common stock outstanding290,807,803
As of Record Date
Per-share closing price of common stock as reported on NASDAQ Global Select Market$21.67
(1)Although there were 1,236,000 shares available for grant under the 2016 Inducement Plan as of February 24, 2017, no additional awards will be granted under the 2016 Inducement Plan if the 2017 Plan is approved by our stockholders. As of February 24, 2017, there were no shares of common stock available for grant under any of our equity incentive plans, other than the 2014 Plan and the 2016 Inducement Plan, as described in this table.


Burn Rate
The following table provides detailed information regarding the activity related to our equity incentive plans for fiscal years 2016, 2015 and 2014.
  Fiscal Year 2016 Fiscal Year 2015 Fiscal Year 2014
Total number of shares of common stock subject to stock options granted 4,200,950 8,894,800 10,038,565
Total number of shares of common stock subject to full value awards granted 3,138,236 838,535 559,659
Weighted-average number of shares of common stock outstanding 250,531,000 209,227,000 194,299,000
Burn Rate 2.93% 4.65% 5.45%
Performance-Based Awards

Approval of the 2017 Plan by our stockholders will also constitute approval of terms and conditions set forth in the 2017 Plan that will permit us to grant stock options, stock appreciation rights and performance-based stock and cash awards under the 2017 Plan that may qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code. Section 162(m) of the Code disallows a deduction to any publicly held corporation and its affiliates for certain compensation paid to “covered employees” in a taxable year to the extent that compensation to a covered employee exceeds $1 million. Some kinds of compensation, however, including qualified “performance-based compensation,” are not subject to this deduction limitation. For compensation awarded under a plan to qualify as “performance-based compensation” under Section 162(m) of the Code, among other things, the following terms must be disclosed to and approved by the stockholders before the compensation is paid: (i) a description of the employees eligible to receive such awards; (ii) a per-person limit on the number of shares subject to stock options, stock appreciation rights and performance-based stock awards, and the amount of cash subject to performance-based cash awards, that may be granted to any employee under the plan in any year; and (iii) a description of the business criteria upon which the performance goals for performance-based awards may be granted (or become vested or exercisable). Accordingly, we are requesting that our stockholders approve the 2017 Plan, which includes terms and conditions regarding eligibility for awards, annual per-person limits on awards and the business criteria for performance-based awards granted under the 2017 Plan (as described in the summary below).

We believehas determined it is in the best interests of the CompanyExelixis and ourits stockholders to preserveamend our Certificate of Incorporation and Bylaws to declassify the ability to grant “performance-based compensation” under Section 162(m)Board. This will result in a fully declassified Board by the 2020 Annual Meeting of Stockholders, at which time the Code. However,current term for each director then in certain circumstances, we may determine to grant compensation to covered employees that is not intended to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code. Moreover, even if we grant compensation that is intended to qualify as “performance-based compensation” for purposes of Section 162(m) of the Code, we cannot guaranteeoffice will expire, notwithstanding that such compensation ultimately will be deductible by us.

Stockholder Approval

If this Proposal 3 is approved by our stockholders, the 2017 Plan will become effective as ofdirector may have been elected for a term that extended beyond the date of the 2020 Annual Meeting and no additional awards willof Stockholders. Thus, upon the filing of a certificate of amendment to our Certificate of Incorporation following stockholder approval of the proposed amendment to our Certificate of Incorporation, beginning with the 2020 Annual Meeting of Stockholders, all directors would henceforth be granted underelected annually. The proposed amendment would not change the 2014 Planpresent number of directors or the 2016 Inducement Plan (although all outstanding awards granted under those plans will continueBoard’s authority to change that number and to fill any vacancies or newly created directorships. Vacancies which occur during the year may be subject tofilled by the terms and conditions as set forth inBoard for the agreements evidencing such awards and the termsremainder of the applicable plan).full term. In the event that our stockholders do not approve this Proposal 3, the 2017 Plan will not become effective and the 2014 Plan and the 2016 Inducement Plan will continue to be effective in accordance with their terms.

DescriptionDelaware law, the proposed amendment would provide that once the Board is fully declassified as of the 2017 Equity Incentive Plan
2020 Annual Meeting of Stockholders, directors may be removed at any time, either with or without cause.

Effect of Declassifying the Board

Classified boards provide protection against certain abusive takeover tactics and more time to solicit higher bids in a hostile takeover situation because it is more difficult to change a majority of directors on the board in a single year. While the Board continues to believe that these are important considerations, the Board also considered potential advantages of declassification, including the ability of stockholders to evaluate directors annually.

Language of Proposed Amendment

If approved, the amendment would enable us to amend and restate Article V of our Certificate of Incorporation as follows:


The material features

Article V.A, Section 3, of the 2017 Plan are described below. The following descriptionCertificate of the 2017 Plan is a summary only and is qualifiedIncorporation be amended to read in its entirety by reference to the complete textas follows:

“3. Election of the 2017 Plan. Stockholders are urged to read the actual text of the 2017 Plan in its entirety, which is attached to this proxy statement as Appendix A.


Purpose

The 2017 Plan is designed to secure and retain the services of our employees, directors and consultants, provide incentives for our employees, directors and consultants to exert maximum efforts for the success of the Company and our affiliates, and provide a means by which our employees, directors and consultants may be given an opportunity to benefit from increases in the value of our common stock.



Successor to 2014 Plan

The 2017 Plan is intended to be the successor to the 2014 Plan. If the 2017 Plan is approved by our stockholders, no additional awards will be granted under the 2014 Plan or the 2016 Inducement Plan.

Types of Awards

The terms of the 2017 Plan provide for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, other stock awards, and performance awards that may be settled in cash, stock, or other property.

Shares Available for Awards

Subject to adjustment for certain changes in our capitalization, the aggregate number of shares of our common stock that may be issued under the 2017 Plan, or the Share Reserve, will not exceed the sum of (i) 24,000,000 new shares, (ii) the number of unallocated shares remaining available for grant under the 2014 Plan as of the effective date of the 2017 Plan, and (iii) the Prior Plans’ Returning Shares (as defined below), as such shares become available from time to time.

The “Prior Plans’ Returning Shares” are shares subject to outstanding stock awards granted under the Prior Plans that, from and after the effective date of the 2017 Plan, (i) expire or terminate for any reason prior to exercise or settlement, (ii) are forfeited, cancelled or otherwise returned to us because of the failure to meet a contingency or condition required for the vesting of such shares, or (iii) other than with respect to outstanding stock options and stock appreciation rights granted under the Prior Plans with an exercise or strike price of at least 100% of the fair market value of the underlying common stock on the date of grant (“Prior Plans’ Appreciation Awards”), are reacquired or withheld (or not issued) by us to satisfy a tax withholding obligation in connection with a stock award.

The number of shares of our common stock available for issuance under the 2017 Plan will be reduced by (i) one share for each share of common stock issued pursuant to a stock option or stock appreciation right with an exercise or strike price of at least 100% of the fair market value of the underlying common stock on the date of grant, and (ii) 1.5 shares for each share of common stock issued pursuant to a full value award (i.e., any stock award that is not a stock option or stock appreciation right with an exercise or strike price of at least 100% of the fair market value of the underlying common stock on the date of grant).

If (i) any shares of common stock subject to a stock award are not issued because the stock award expires or otherwise terminates without all of the shares covered by the stock award having been issued or is settled in cash, (ii) any shares of common stock issued pursuant to a stock award are forfeited back to or repurchased by us because of the failure to meet a contingency or condition required for the vesting of such shares, or (iii) with respect to a full value award, any shares of common stock are reacquired or withheld (or not issued) by us to satisfy a tax withholding obligation in connection with the award, such shares will again become available for issuance under the 2017 Plan (collectively, the “2017 Plan Returning Shares”). For each 2017 Plan Returning Share subject to a full value award, or Prior Plans’ Returning Share subject to a stock award other than a Prior Plans’ Appreciation Award, the number of shares of common stock available for issuance under the 2017 Plan will increase by 1.5 shares.

Any shares of common stock reacquired or withheld (or not issued) by us to satisfy the exercise or purchase price of a stock award will no longer be available for issuance under the 2017 Plan, including any shares subject to a stock award that are not delivered to a participant because the stock award is exercised through a reduction of shares subject to the stock award. In addition, any shares reacquired or withheld (or not issued) by us to satisfy a tax withholding obligation in connection with a stock option or stock appreciation right granted under the 2017 Plan or a Prior Plans’ Appreciation Award, or any shares repurchased by us on the open market with the proceeds of the exercise or strike price of a stock option or stock appreciation right granted under the 2017 Plan or a Prior Plans’ Appreciation Award will no longer be available for issuance under the 2017 Plan.

Eligibility

All of our approximately 308 employees, including those of our affiliates, and 10 non-employee directors, in each case as of March 31, 2017, are eligible to participate in the 2017 Plan and may receive all types of awards other than incentive stock options. Incentive stock options may be granted under the 2017 Plan only to our employees and employees of our affiliates. Consultants are also eligible to receive all types of awards under the 2017 Plan other than incentive stock options, but we currently do not expect to grant any awards to our consultants under the 2017 Plan.



Section 162(m) Limits

Under the 2017 Plan, subject to adjustment for certain changes in our capitalization, no participant will be eligible to be granted during any calendar year more than: (i) a maximum of 5,000,000 shares of our common stock subject to stock options, stock appreciation rights and other stock awards whose value is determined by reference to an increase over an exercise or strike price of at least 100% of the fair market value of our common stock on the date of grant; (ii) a maximum of 5,000,000 shares of our common stock subject to performance stock awards; and (iii) a maximum of $10,000,000 subject to performance cash awards. These limits are designed to allow us to grant awards that are intended to be exempt from the $1 million limitation on the income tax deductibility of compensation paid per covered employee imposed by Section 162(m) of the Code.

Non-Employee Director Compensation Limit

Under the 2017 Plan, the maximum number of shares of our common stock subject to stock awards granted during any one calendar year to any of our non-employee directors, taken together with any cash fees paid by the Company to such non-employee director during such calendar year, will not exceed $750,000 in total value, or $1,500,000 with respect to the calendar year in which the individual is first appointed or elected to the Board (calculating the value of any such stock awards based on the grant date fair value of such stock awards for financial reporting purposes).

Administration

The 2017 Plan will be administered by our Board, which may in turn delegate authority to administer the 2017 Plan to a committee. Our Board has delegated concurrent authority to administer the 2017 Plan to our Compensation Committee, but may, at any time, revest in itself some or all of the power delegated to our Compensation Committee. The Board and the Compensation Committee are each considered to be a Plan Administrator for purposes of this Proposal 3.Directors. Subject to the termsrights of the 2017 Plan (including certain minimum vesting requirements (see “Minimum Vesting Requirements” below)),holders of any series of Preferred Stock to elect additional directors under specified circumstances and the Plan Administrator may determineremaining provisions of this section 3, until the recipients,Corporation’s 2020 annual meeting of stockholders, the typesdirectors shall be divided into three classes designated as Class I, Class II and Class III, respectively. At each annual meeting of awardsstockholders held following the closing of the initial public offering pursuant to be granted,an effective registration statement under the numberSecurities Act of shares1933, as amended, covering the offer and sale of our common stock subjectCommon Stock to the public (the Initial Public Offering) and prior to or the cash value of awards, and the terms and conditions of awards granted under the 2017 Plan, including the period of their exercisability and vesting. The Plan Administrator also has the authority to provide for accelerated exercisability and vesting of awards. Subject to the limitations set forth below, the Plan Administrator also determines the fair market value applicable to a stock award and the exercise or strike price of stock options and stock appreciation rights granted under the 2017 Plan.

The Plan Administrator may also delegate to one or more officers the authority to designate employees who are not officers to be recipients of certain stock awards and the number of shares of our common stock subject to such stock awards. Under any such delegation, the Plan Administrator will specify the total number of shares of our common stock that may be subject to the stock awards granted by such officer. The officer may not grant a stock award to himself or herself.

Repricing; Cancellation and Re-Grant of Stock Awards

Under the 2017 Plan, the Plan Administrator does not have the authority to reprice any outstanding stock option or stock appreciation right by reducing the exercise or strike price of the stock option or stock appreciation right or to cancel any outstanding stock option or stock appreciation right that has an exercise or strike price greater than the then-current fair market value of our common stock in exchange for cash or other stock awards without obtaining the approval of our stockholders. Such approval must be obtained within 12 months prior to such an event.

Minimum Vesting Requirements

Under the 2017 Plan, no award will vest until at least 12 months following the date of grant of the award; provided, however, that up to 5% of the Share Reserve may be subject to awards which do not meet such vesting requirements.

Dividends and Dividend Equivalents

The 2017 Plan provides that dividends or dividend equivalents may be paid or credited with respect to any shares of our common stock subject to an award, as determined by the Board and contained in the applicable award agreement; provided, however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested, (ii) any dividends or dividend equivalents that are credited with respect to any such shares will be subject to all of the terms and conditions applicable to such shares under the terms of the applicable award agreement (including any vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to us on the date such shares are forfeited to or repurchased by us due to a failure to vest.



Stock Options

Stock options may be granted under the 2017 Plan pursuant to stock option agreements. The 2017 Plan permits the grant of stock options that are intended to qualify as incentive stock options, or ISOs, and nonstatutory stock options, or NSOs.
The exercise price of a stock option granted under the 2017 Plan may not be less than 100% of the fair market value of the common stock subject to the stock option on the date of grant and, in some cases (see “Limitations on Incentive Stock Options” below), may not be less than 110% of such fair market value.

The term of stock options granted under the 2017 Plan may not exceed seven years and, in some cases (see “Limitations on Incentive Stock Options” below), may not exceed five years. Except as otherwise provided in a participant’s stock option agreement or other agreement with us or one of our affiliates, if a participant’s service relationship with us or any of our affiliates (referred to in this Proposal 3 as “continuous service”) terminates (other than for cause and other than upon the participant’s death or disability), the participant may exercise any vested stock options for up to three months following the participant’s termination of continuous service. Except as otherwise provided in a participant’s stock option agreement or other agreement with us or one of our affiliates, if a participant’s continuous service terminates due to the participant’s disability or death (or the participant dies within a specified period, if any, following termination of continuous service), the participant, or his or her beneficiary, as applicable, may exercise any vested stock options for up to 12 months following the participant’s termination due to the participant’s disability or for up to 18 months following the participant’s death. Except as explicitly provided otherwise in a participant’s stock option agreement or other written agreement with us or one of our affiliates, if a participant’s continuous service is terminated for cause (as defined in the 2017 Plan), all stock options held by the participant will terminate upon the participant’s termination of continuous service and the participant will be prohibited from exercising any stock option from and after such termination date. Except as otherwise provided in a participant’s stock option agreement or other agreement with us or one of our affiliates, the term of a stock option may be extended if the exercise of the stock option following the participant’s termination of continuous service (other than for cause and other than upon the participant’s death or disability) would be prohibited by applicable securities laws or if the sale of any common stock received upon exercise of the stock option following the participant’s termination of continuous service (other than for cause) would violate our insider trading policy. In no event, however, may a stock option be exercised after its original expiration date.

Acceptable forms of consideration for the purchase of our common stock pursuant to the exercise of a stock option under the 2017 Plan will be determined by the Plan Administrator and may include payment: (i) by cash, check, bank draft or money order payable to us; (ii) pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board; (iii) by delivery to us of shares of our common stock (either by actual delivery or attestation); (iv) by a net exercise arrangement (for NSOs only); or (v) in other legal consideration approved by the Plan Administrator.

Subject to certain minimum vesting requirements (see “Minimum Vesting Requirements” above), stock options granted under the 2017 Plan may become exercisable in cumulative increments, or “vest,” as determined by the Plan Administrator at the rate specified in the stock option agreement. Shares covered by different stock options granted under the 2017 Plan may be subject to different vesting schedules as the Plan Administrator may determine.

The Plan Administrator may impose limitations on the transferabilityCorporation’s 2019 annual meeting of stock options granted under the 2017 Plan in its discretion. Generally,stockholders, each director was elected for a participant may not transfer a stock option granted under the 2017 Plan other than by will or the laws of descent and distribution or, subject to approval by the Plan Administrator, pursuant to a domestic relations order or an official marital settlement agreement. However, the Plan Administrator may permit transfer of a stock option in a manner that is not prohibited by applicable tax and securities laws. In addition, subject to approval by the Plan Administrator, a participant may designate a beneficiary who may exercise the stock option following the participant’s death. Notwithstanding the foregoing, no stock option may be transferred to any financial institution without prior stockholder approval.

Limitations on Incentive Stock Options

The aggregate fair market value, determinedthree year term, expiring at the timethird annual meeting of grant, of shares of our common stock with respect to ISOs that are exercisable for the first time by a participant during any calendar year under all of our stock plans may not exceed $100,000. The stock options or portions of stock options that exceed this limit or otherwise fail to qualify as ISOs are treated as NSOs. No ISO may be granted to any person who, at the time of grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any affiliate unless the following conditions are satisfied:

the exercise price of the ISO must be at least 110% of the fair market value of the common stock subject to the ISO on the date of grant; and



the term of the ISO must not exceed five years from the date of grant.

Subject to adjustment for certain changes in our capitalization, the aggregate maximum number of shares of our common stock that may be issued pursuant to the exercise of ISOs under the 2017 Plan is 50,000,000 shares.

Stock Appreciation Rights

Stock appreciation rights may be granted under the 2017 Plan pursuant to stock appreciation right agreements. Each stock appreciation right is denominated in common stock share equivalents. The strike price of each stock appreciation right will be determined by the Plan Administrator, but will in no event be less than 100% of the fair market value of the common stock subject to the stock appreciation right on the date of grant. Subject to certain minimum vesting requirements (see “Minimum Vesting Requirements” above), the Plan Administrator may also impose restrictions or conditions upon the vesting of stock appreciation rights that it deems appropriate. The appreciation distribution payable upon exercise of a stock appreciation right may be paid in shares of our common stock, in cash, in a combination of cash and stock, or in any other form of consideration determined by the Plan Administrator and set forth in the stock appreciation right agreement. The term of stock appreciation rights granted under the 2017 Plan may not exceed seven years. Stock appreciation rights will be subject to the same conditions upon termination of continuous service and restrictions on transfer as stock options under the 2017 Plan.

Restricted Stock Awards

Restricted stock awards may be granted under the 2017 Plan pursuant to restricted stock award agreements. A restricted stock award may be granted in consideration for cash, check, bank draft or money order payable to us, the participant’s services performed for us or any of our affiliates, or any other form of legal consideration acceptable to the Plan Administrator. Subject to certain minimum vesting requirements (see “Minimum Vesting Requirements” above), shares of our common stock acquired under a restricted stock award may be subject to forfeiture to or repurchase by us in accordance with a vesting schedule to be determined by the Plan Administrator. Rights to acquire shares of our common stock under a restricted stock award may be transferred only upon such terms and conditions as are set forth in the restricted stock award agreement; provided, however, that no restricted stock award may be transferred to any financial institution without prior stockholder approval. Upon a participant’s termination of continuous service for any reason, any shares subject to restricted stock awards held by the participant that have not vested as of such termination date may be forfeited to or repurchased by us.

Restricted Stock Unit Awards

Restricted stock unit awards may be granted under the 2017 Plan pursuant to restricted stock unit award agreements. Payment of any purchase price may be made in any form of legal consideration acceptable to the Plan Administrator. A restricted stock unit award may be settled by the delivery of shares of our common stock, in cash, in a combination of cash and stock, or in any other form of consideration determined by the Plan Administrator and set forth in the restricted stock unit award agreement. Subject to certain minimum vesting requirements (see “Minimum Vesting Requirements” above), restricted stock unit awards may be subject to vesting in accordance with a vesting schedule to be determined by the Plan Administrator. Except as otherwise provided in a participant’s restricted stock unit award agreement, restricted stock units that have not vested will be forfeited upon the participant’s termination of continuous service for any reason.

Performance Awards

The 2017 Plan allows us to grant performance stock and cash awards, including such awards that may qualify as performance-based compensation that is not subject to the $1 million limitation on the income tax deductibility of compensation paid per covered employee imposed by Section 162(m) of the Code.

A performance stock award is a stock award that is payable (including that may be granted, may vest, or may be exercised) contingent upon the attainment of pre-determined performance goals during a performance period. A performance stock award may require the completion of a specified period of continuous service. Subject to certain minimum vesting requirements (see “Minimum Vesting Requirements” above), the length of any performance period, the performance goals to be achieved during the performance period, and the measure of whether and to what degree such performance goals have been attained will be determined by our Compensation Committee, except that the Plan Administrator also may make any such determinations to the extent that the award is not intended to qualify as performance-based compensation under Section 162(m) of the Code. In addition, to the extent permitted by applicable law and the performance stock award agreement, the Plan Administrator may determine that cash may be used in payment of performance stock awards.



A performance cash award is a cash award that is payable contingent upon the attainment of pre-determined performance goals during a performance period. A performance cash award may require the completion of a specified period of continuous service. Subject to certain minimum vesting requirements (see “Minimum Vesting Requirements” above), the length of any performance period, the performance goals to be achieved during the performance period, and the measure of whether and to what degree such performance goals have been attained will be determined by our Compensation Committee, except that the Plan Administrator also may make any such determinations to the extent that the award is not intended to qualify as performance-based compensation under Section 162(m) of the Code. The Plan Administrator may specify the form of payment of performance cash awards, which may be cash or other property, or may provide for a participant to have the option for his or her performance cash award to be paid in cash or other property.

In granting a performance stock or cash award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, our Compensation Committee will set a period of time, or a performance period, over which the attainment of one or more goals, or performance goals, will be measured. Within the time period prescribed by Section 162(m) of the Code (no later than the earlier of the 90th day of a performance period and the date on which 25% of the performance period has elapsed, and in any event at a time when the achievement of the performance goals remains substantially uncertain), our Compensation Committee will establish the performance goals, based upon one or more criteria, or performance criteria, enumerated in the 2017 Plan and described below. As soon as administratively practicable following the end of the performance period, our Compensation Committee will certify in writing whether the performance goals have been satisfied.

Performance goals under the 2017 Plan will be based on any one or more of the following performance criteria: (1) earnings (including earnings per share and net earnings); (2) earnings before interest, taxes and depreciation; (3) earnings before interest, taxes, depreciation and amortization; (4) total stockholder return; (5) return on equity or average stockholder’s equity; (6) return on assets, investment, or capital employed; (7) stock price; (8) margin (including gross margin); (9) income (before or after taxes); (10) operating income; (11) operating income after taxes; (12) pre-tax profit; (13) operating cash flow; (14) sales or revenue targets; (15) increases in revenue or product revenue; (16) expenses and cost reduction goals; (17) improvement in or attainment of working capital levels; (18) economic value added (or an equivalent metric); (19) market share; (20) cash flow; (21) cash flow per share; (22) share price performance; (23) debt reduction; (24) implementation or completion of projects or processes; (25) customer satisfaction; (26) stockholders’ equity; (27) capital expenditures; (28) debt levels; (29) operating profit or net operating profit; (30) workforce diversity; (31) growth of net income or operating income; (32) billings; and (33) to the extent that an award is not intended to comply with Section 162(m) of the Code, other measures of performance selected by the Plan Administrator.
Performance goals may be based on a company-wide basis, with respect to one or more business units, divisions, affiliates or business segments, and in either absolute terms or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. Under the 2017 Plan, unless specified otherwise by our Compensation Committee (or, if not required for compliance with Section 162(m) of the Code, the Plan Administrator) (i) in the award agreement at the time the award is granted or (ii) in such other document setting forth the performance goals at the time the performance goals are established, our Compensation Committee (or, if not required for compliance with Section 162(m) of the Code, the Plan Administrator) will appropriately make adjustments in the method of calculating the attainment of performance goals for a performance period: (1) to exclude restructuring and/or other nonrecurring charges; (2) to exclude exchange rate effects, as applicable, for non-U.S. dollar denominated performance goals; (3) to exclude the effects of changes to generally accepted accounting principles; (4) to exclude the effects of any statutory adjustments to corporate tax rates; and (5) to exclude the effects of any items that are “unusual” in nature or occur “infrequently” as determined under generally accepted accounting principles. In addition, our Compensation Committee (or, if not required for compliance with Section 162(m) of the Code, the Plan Administrator) retains the discretion to reduce or eliminate the compensation or economic benefit due upon the attainment of any performance goals and to define the manner of calculating the performance criteria it selects to use for a performance period.

Other Stock Awards

Other forms of stock awards valued in whole or in part by reference to, or otherwise based on, our common stock may be granted either alone or in addition to other stock awards under the 2017 Plan. Subject to the terms of the 2017 Plan (including certain minimum vesting requirements (see “Minimum Vesting Requirements” above)), the Plan Administrator will have sole and complete authority to determine the persons to whom and the time or times at which such other stock awards will be granted, the number of shares of our common stock to be granted and all other terms and conditions of such other stock awards.

Clawback Policy

Awards granted under the 2017 Plan will be subject to recoupment in accordance with any clawback policy that we are required to adopt pursuant to the listing standards of any national securities exchange or association on which our securities are


listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition, the Plan Administrator may impose other clawback, recovery or recoupment provisions in an award agreement as the Plan Administrator determines necessary or appropriate, including a reacquisition right in respect of previously acquired shares of our common stock or other cash or property upon the occurrence of cause.

Changes to Capital Structure

In the event of certain capitalization adjustments, the Plan Administrator will appropriately adjust: (i) the class(es) and maximum number of securities subject to the 2017 Plan; (ii) the class(es) and maximum number of securities that may be issued pursuant to the exercise of ISOs; (iii) the class(es) and maximum number of securities that may be awarded to any participant pursuant to Section 162(m) limits; and (iv) the class(es) and number of securities and price per share of stock subject to outstanding stock awards.

Corporate Transaction

The following applies to stock awards under the 2017 Plan in the event of a corporate transaction (as defined in the 2017 Plan), unless otherwise provided in a participant’s stock award agreement or other written agreement with us or one of our affiliates or in any director compensation policy or unless otherwise expressly provided by the Plan Administrator at the time of grant.

In the event of a corporate transaction, any stock awards outstanding under the 2017 Plan may be assumed, continued or substituted for by any surviving or acquiring corporation (or its parent company), and any reacquisition or repurchase rights held by us with respect to the stock award may be assigned to the successor (or its parent company). If the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute for such stock awards, then (i) with respect to any such stock awards that are held by participants whose continuous service has not terminated prior to the effective time of the corporate transaction (“Current Participants”), the vesting (and exercisability, if applicable) of such stock awards will be accelerated in full to a date prior to the effective time of the corporate transaction (contingent upon the effectiveness of the corporate transaction), and such stock awards will terminate if not exercised (if applicable) at or prior to the effective time of the corporate transaction, and any reacquisition or repurchase rights held by us with respect to such stock awards will lapse (contingent upon the effectiveness of the corporate transaction), and (ii) any such stock awards that are held by persons other than Current Participants will terminate if not exercised (if applicable) prior to the effective time of the corporate transaction, except that any reacquisition or repurchase rights held by us with respect to such stock awards will not terminate and may continue to be exercised notwithstanding the corporate transaction.

In the event a stock award will terminate if not exercised prior to the effective time of a corporate transaction, the Plan Administrator may provide, in its sole discretion, that the holder of such stock award may not exercise such stock award but instead will receive a payment equal in value to the excess (if any) of (i) the value of the property the participant would have received upon exercise of such stock award immediately prior to the effective time of the corporate transaction (including, at the discretion of the Plan Administrator, any unvested portion of such stock award) over (ii) any exercise price payable in connection with such exercise.

For purposes of the 2017 Plan, a corporate transaction generally will be deemed to occur in the event of the consummation of: (i) a sale, lease or other disposition of all or substantially all of our assets; (ii) an acquisition by a person, entity or group of the beneficial ownership of our securities representing at least 50% of the combined voting power entitled to vote in the election of our directors; (iii) a merger, consolidation or similar transaction in which we are not the surviving corporation; or (iv) a reverse merger, consolidation or similar transaction in which we are the surviving corporation but shares of our outstanding common stock are converted into other property by virtue of the transaction.

Control Acquisition

The following applies to stock awards under the 2017 Plan in the event of a control acquisition (as defined in the 2017 Plan), unless otherwise provided in a participant’s stock award agreement or other written agreement with us or one of our affiliates or in any director compensation policy or unless otherwise expressly provided by the Plan Administrator at the time of grant.

In the event of a control acquisition that was not approved by the Plan Administrator prior to the consummation of such transaction, the vesting (and exercisability, if applicable) of any stock awards that are held by Current Participants will be accelerated in full to a date prior to the effective time of the control acquisition (contingent upon the effectiveness of the control acquisition), and any reacquisition or repurchase rights held by us with respect to such stock awards will lapse (contingent upon the effectiveness of the control acquisition).



For purposes of the 2017 Plan, a control acquisition generally will be deemed to occur in the event of the consummation of an acquisition by a person, entity or group of the beneficial ownership of our securities representing at least 50% of the combined voting power entitled to vote in the election of our directors.

Change in Control

The following applies to stock awards under the 2017 Plan in the event of a change in control (as defined in the 2017 Plan), unless otherwise provided in a participant’s stock award agreement or other written agreement with us or one of our affiliates or in any director compensation policy or unless otherwise expressly provided by the Plan Administrator at the time of grant.

If a change in control occurs and within one month before, as of, or within 13 months after, the effective time of such change in control, a participant’s continuous service terminates due to an involuntary termination (not including death or disability) without cause (as defined in the 2017 Plan) or due to a voluntary termination with good reason (as defined in the 2017 Plan), then the vesting (and exercisability, if applicable) of such participant’s stock awards will be accelerated in accordance with the vesting schedule applicable to such stock awards as if such participant’s continuous service had continued for 12 months following the date of termination. Any such acceleration will occur on the date of termination, or if later, the effective date of the change in control.

For purposes of the 2017 Plan, a change in control generally will be deemed to occur in the event of the consummation of: (i) a sale, lease or other disposition of all or substantially all of our assets; (ii) an acquisition by a person, entity or group of the beneficial ownership of our securities representing at least 50% of the combined voting power entitled to vote in the election of our directors other than by virtue of a merger, consolidation or similar transaction; (iii) a merger, consolidation or similar transaction in which we are not the surviving corporation; or (iv) a reverse merger, consolidation or similar transaction in which we are the surviving corporation but shares of our outstanding common stock are converted into other property by virtue of the transaction.

Plan Amendments and Termination

The Plan Administrator will have the authority to amend or terminate the 2017 Plan at any time. However, except as otherwise provided in the 2017 Plan or an award agreement, no amendment or termination of the 2017 Plan may materially impair a participant’s rights under his or her outstanding awards without the participant’s consent. We will obtain stockholder approval of any amendment to the 2017 Plan as required by applicable law and listing requirements. No incentive stock options may be granted under the 2017 Plan after the tenth anniversary of the date the 2017 Plan was adopted by our Board.

U.S. Federal Income Tax Consequences

The following is a summary of the principal United States federal income tax consequences to participants and us with respect to participation in the 2017 Plan. This summary is not intended to be exhaustive and does not discuss the income tax laws of any local, state or foreign jurisdiction in which a participant may reside. The information is based upon current federal income tax rules and therefore is subject to change when those rules change. Because the tax consequences to any participant may depend on his or her particular situation, each participant should consult the participant’s tax adviser regarding the federal, state, local and other tax consequences of the grant or exercise of an award or the disposition of stock acquired the 2017 Plan. The 2017 Plan is not qualified under the provisions of Section 401(a) of the Code and is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974. Our ability to realize the benefit of any tax deductions described below depends on our generation of taxable income as well as the requirement of reasonableness, the provisions of Section 162(m) of the Code and the satisfaction of our tax reporting obligations.

Nonstatutory Stock Options

Generally, there is no taxation upon the grant of an NSO if the stock option is granted with an exercise price equal to the fair market value of the underlying stock on the grant date. Upon exercise, a participant will recognize ordinary income equal to the excess, if any, of the fair market value of the underlying stock on the date of exercise of the stock option over the exercise price. If the participant is employed by us or one of our affiliates, that income will be subject to withholding taxes. The participant’s tax basis in those shares will be equal to their fair market value on the date of exercise of the stock option, and the participant’s capital gain holding period for those shares will begin on that date.

Subject to the requirement of reasonableness, the provisions of Section 162(m) of the Code and the satisfaction of a tax reporting obligation, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the participant.



Incentive Stock Options

The 2017 Plan provides for the grant of stock options that are intended to qualify as “incentive stock options,” as defined in Section 422 of the Code. Under the Code, a participant generally is not subject to ordinary income tax upon the grant or exercise of an ISO. If the participant holds a share received upon exercise of an ISO for more than two years from the date the stock option was granted and more than one year from the date the stock option was exercised, which is referred to as the required holding period, the difference, if any, between the amount realized on a sale or other taxable disposition of that share and the participant’s tax basis in that share will be long-term capital gain or loss.

If, however, a participant disposes of a share acquired upon exercise of an ISO before the end of the required holding period, which is referred to as a disqualifying disposition, the participant generally will recognize ordinary income in the year of the disqualifying disposition equal to the excess, if any, of the fair market value of the share on the date of exercise of the stock option over the exercise price. However, if the sales proceeds are less than the fair market value of the share on the date of exercise of the stock option, the amount of ordinary income recognized by the participant will not exceed the gain, if any, realized on the sale. If the amount realized on a disqualifying disposition exceeds the fair market value of the share on the date of exercise of the stock option, that excess will be short-term or long-term capital gain, depending on whether the holding period for the share exceeds one year.

For purposes of the alternative minimum tax, the amount by which the fair market value of a share of stock acquired upon exercise of an ISO exceeds the exercise price of the stock option generally will be an adjustment included in the participant’s alternative minimum taxable income for the year in which the stock option is exercised. If, however, there is a disqualifying disposition of the share in the year in which the stock option is exercised, there will be no adjustment for alternative minimum tax purposes with respect to that share. In computing alternative minimum taxable income, the tax basis of a share acquired upon exercise of an ISO is increased by the amount of the adjustment taken into account with respect to that share for alternative minimum tax purposes in the year the stock option is exercised.

We are not allowed a tax deduction with respect to the grant or exercise of an ISO or the disposition of a share acquired upon exercise of an ISO after the required holding period. If there is a disqualifying disposition of a share, however, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the participant, subject to the requirement of reasonableness and the provisions of Section 162(m) of the Code, and provided that either the employee includes that amount in income or we timely satisfy our reporting requirements with respect to that amount.

Restricted Stock Awards

Generally, the recipient of a restricted stock award will recognize ordinary income at the time the stock is received equal to the excess, if any, of the fair market value of the stock received over any amount paid by the recipient in exchange for the stock. If, however, the stock is not vested when it is received (for example, if the employee is required to work for a period of time in order to have the right to sell the stock), the recipient generally will not recognize income until the stock becomes vested, at which time the recipient will recognize ordinary income equal to the excess, if any, of the fair market value of the stock on the date it becomes vested over any amount paid by the recipient in exchange for the stock. A recipient may, however, file an election with the Internal Revenue Service, within 30 daysstockholders following his or her receipt of the stock award, to recognize ordinary income, as of the date the recipient receives the award, equal to the excess, if any, of the fair market value of the stock on the date the award is granted over any amount paid by the recipient for the stock.

The recipient’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired from a restricted stock award will be the amount paid for such shares plus any ordinary income recognized either when the stock is received or when the stock becomes vested.

election. Subject to the requirement of reasonableness, the provisions of Section 162(m)rights of the Code andholders of any series of Preferred Stock to elect additional directors under specified circumstances, the satisfactionterm of a tax reporting obligation, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the restricted stock award.

Restricted Stock Unit Awards

Generally, the recipient of a restricted stock unit award structured to comply with the requirements of Section 409A of the Code or an exemption from Section 409A of the Code will recognize ordinary incomeeach director then in office shall expire at the timeCorporation’s 2020 annual meeting of stockholders, notwithstanding that such director may have been elected for a term that extended beyond the stock is delivered equal to the excess, if any,date of the fair market value of the stock received over any amount paid by the recipient in exchange for the stock. To comply with the requirements of Section 409A of the Code, the stock subject to a restricted stock unit award may generally only be delivered upon one of the following events: a fixed calendar date (or dates), separation from service, death, disability or


a change in control. If delivery occurs on another date, unless the restricted stock unit award otherwise complies with or qualifies for an exemption from the requirements of Section 409A of the Code, in addition to the tax treatment described above, the recipient will owe an additional 20% federal tax and interest on any taxes owed.

The recipient’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired from a restricted stock unit award will be the amount paid for such shares plus any ordinary income recognized when the stock is delivered.

annual meeting. Subject to the requirementrights of reasonableness, the holders of any series of Preferred Stock to elect additional directors under specified circumstances, commencing at the Corporation’s 2020 annual meeting of stockholders, each director elected at such meeting and at each annual meeting of stockholders thereafter to succeed those directors whose terms then expire shall be elected for a term expiring at the next annual meeting of stockholders following their election.

Notwithstanding the foregoing provisions of this section, each director shall serve until his or her successor is duly elected and qualified or until his or her death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.”

2019 Proxy Statement    29

Article V.A, Section 162(m)4, of the Code and the satisfactionCertificate of a tax reporting obligation, we will generallyIncorporation be entitledamended to a tax deduction equal to the taxable ordinary income realized by the recipientread in its entirety as follows:

“4. Removal of the restricted stock unit award.


Stock Appreciation Rights

Generally, if a stock appreciation right is granted with an exercise price equal to the fair market value of the underlying stock on the grant date, the recipient will recognize ordinary income equal to the fair market value of the stock or cash received upon such exercise.Directors. Subject to the requirement of reasonableness, the provisions of Section 162(m)rights of the Code, and the satisfactionholders of a tax reporting obligation, we will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipientany series of the stock appreciation right. 

New Plan Benefits

2017 Equity Incentive Plan
Name and position Dollar value Number of shares
Michael M. Morrissey, Ph.D.
President and Chief Executive Officer
 (1) (1)
Christopher J. Senner
Executive Vice President and Chief Financial Officer
 (1) (1)
Jeffrey J. Hessekiel, J.D.
Executive Vice President, General Counsel and Secretary
 (1) (1)
Peter Lamb, Ph.D.
Executive Vice President, Scientific Strategy and Chief Scientific Officer
 (1) (1)
Gisela M. Schwab, M.D.
President, Product Development and Medical Affairs and Chief Medical Officer
 (1) (1)
All current executive officers as a group (1) (1)
All current directors who are not executive officers as a group $2,500,000 per calendar year (2)
All employees, including all current officers who are not executive officers, as a group (1) (1)
____________________
(1)Awards granted under the 2017 Plan to our executive officers and other employees are discretionary and are not subject to set benefits or amounts under the terms of the 2017 Plan, and our Board and our Compensation Committee have not grantedPreferred Stock then outstanding, any awards under the 2017 Plan subject to stockholder approval of this Proposal 3. Accordingly, the benefits or amounts that will be received by or allocated to our executive officers and other employees under the 2017 Plan, as well as the benefits or amounts which would have been received by or allocated to our executive officers and other employees for fiscal year 2016 if the 2017 Plan had been in effect, are not determinable. 
(2)Awards granted under the 2017 Plan to our non-employee directors are discretionary and are not subject to set benefits or amounts under the terms of the 2017 Plan. However, pursuant to our equity compensation policy for non-employee directors, each of our current non-employee directors automatically will be granted annual awards in the form of a stock option and restricted stock unit award (or in the form of a stock option only, if elected by such individual) on the day following each of our annual meetings of stockholders, provided that such individual is a non-employee director on such date. The total dollar value of each non-employee director’s annual awards will be $250,000. The number of shares of our common stock subject to each such award will be based on the valuation methodology established by the Board, which is in part based on the fair market value of our common stock during the 30 calendar day period prior to the grant


date and, therefore, is not determinable at this time. On and after the date of the Annual Meeting, any such awards will be granted under the 2017 Plan if this Proposal 3 is approved by our stockholders. For additional information regarding our equity compensation policy for non-employee directors, see the “Compensation of Directors” section above.
Equity Compensation Plan Information

The following table provides certain information as of December 30, 2016 with respect to all of our equity compensation plans in effect on such date, which consists of (i) our 2000 Equity Incentive Plan, or the 2000 Plan, (ii) our 2000 Non-Employee Directors’ Stock Option Plan, or the Director Plan, (iii) our 2000 Employee Stock Purchase Plan, or the ESPP, (iv) our 2011 Equity Incentive Plan, or the 2011 Plan, (v) the 2014 Plan, (vi) the 2016 Inducement Plan, and (vii) our 401(k) Plan.
Plan Category 
Number of
securities to be issued upon exercise of outstanding
options, warrants and rights
 
Weighted-average exercise price of outstanding
options, warrants and
rights
 Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
  (a) (b) (c)
Equity compensation plans approved by stockholders (1) 27,416,206 $4.46(2)5,670,544
Equity compensation plans not approved by stockholders (3) 53,250 $9.94(4)1,749,937
Total 27,469,456 $4.47 7,420,481
____________________
(1)Represents shares of our common stock issuable pursuant to the 2000 Plan, the 2011 Plan, the 2014 Plan, the Director Plan and the ESPP. As of December 30, 2016, a total of 5,487,023 shares of our common stock remained available for issuance under the ESPP, and up to a maximum of 741,973 shares of our common stock may be purchased in the current purchase period.
(2)The weighted-average exercise price takes into account the shares subject to outstanding restricted stock units, or RSUs, which have no exercise price. The weighted-average exercise price, excluding such outstanding RSUs, is $4.90.
(3)Represents shares of our common stock issuable pursuant to the 2016 Inducement Plan and 401(k) Plan.
As of December 30, 2016, a total of 1,446,750 shares of our common stock remained available for issuance under the 2016 Inducement Plan. In November 2016, the Board adopted the 2016 Inducement Plan pursuant to which we reserved 1,500,000 shares of our common stock for issuance under the 2016 Inducement Plan. The only persons eligible to receive grants of Awards under the 2016 Inducement Plan are individuals who satisfy the standards for inducement grants under Nasdaq Marketplace Rule 5635(c)(4) and the related guidance under Nasdaq IM 5635-1 - that is, generally, a person not previously an employee or director of Exelixis, or following a bona fide period of non-employment, as an inducement material to the individual's entering into employment with Exelixis. An “Award” is any right to receive Exelixis common stock pursuant to the 2016 Inducement Plan, consisting of nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, or any other stock award.
We sponsor a 401(k) Plan whereby eligible employees may elect to contribute up to the lesser of 50% of their annual compensation or the statutorily prescribed annual limit allowable under Internal Revenue Service regulations. The 401(k) Plan permits us to make matching contributions on behalf of all participants. We match 100% of the first 3% of participant contributions into the 401(k) Plan in the form of our common stock.
(4)The weighted-average exercise price takes into account the shares subject to outstanding RSUs, which have no exercise price. The weighted-average exercise price, excluding such outstanding RSUs, is $14.91.
Required Vote andentire Board of Directors Recommendation

Approval of this Proposal 3 requires the affirmative vote ofmay be removed by the holders of a majority of the shares representedthen entitled to vote at an election of directors.”

Effect on Bylaws

The Board has approved the below changes to Exelixis’ Bylaws, contingent on the effectiveness of the proposed amendment to the Certificate of Incorporation:

Section 17 of the Bylaws is amended to read in its entirety as follows:

“Section 17. Term of Office. The term of office of each director shall be as provided in the Certificate of Incorporation.”

Section 20 of the Bylaws is amended to read in its entirety as follows:

“Section 20. Intentionally Omitted.”

Required Vote and Board of Directors Recommendation

The affirmative vote of at least sixty-six and two-thirds percent (66-2/3%) of the shares issued and outstanding and entitled to vote aton the proposal is required to approve the amendment to the Certificate of Incorporation to declassify the Board to provide for annual elections by the 2020 Annual Meeting either in person or by proxy.of Stockholders. Abstentions will be counted toward the tabulation of votes cast on proposals presented to the stockholders and broker non-votes, if any, will have the same effect of votes against this proposal.

If our stockholders approve the proposed amendment to the Certificate of Incorporation, it will become effective upon filing with the Secretary of State of the State of Delaware a certificate setting forth the amendment, which we anticipate doing as negative votes. Broker non-votes are counted towards a quorum, but are not counted for any purpose in determining whether this matter has been approved.soon as practicable following stockholder approval.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 3.


THE30    BExelixis, Inc.

Proposal 4 OARD| OAdvisory Vote on the Compensation of the Named Executive Officers

F DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 3.



PROPOSAL 4

ADVISORY VOTEONTHE COMPENSATIONOFTHE NAMED EXECUTIVE OFFICERSDVISORY VOTEONTHE COMPENSATIONOFTHE NAMED EXECUTIVE OFFICERS

Our stockholders are entitled to vote to approve, on an advisory basis, the compensation, as disclosed in this Proxy Statement, of our Chief Executive Officer, Chief Financial Officer and the other executive officers appearing in the table entitled “Summary Compensation Table for Fiscal 2016”Table” later in this Proxy Statement (collectively, the Named Executive Officers). This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, policies and practices described in this Proxy Statement.

The compensation of our Named Executive Officers subject to the vote is disclosed in “Compensation Discussion and Analysis,” and the compensation tables and the related narrative disclosure contained in this Proxy Statement. This year, we have also included a discussion of our stockholder engagement effort focused on executive compensation during fiscal 2018, as well as a discussion of changes made by our Compensation Committee to the executive compensation program for fiscal 2018 in response to that engagement effort. As discussed in the “Compensation Discussion and Analysis” section of this Proxy Statement, the success of biopharmaceuticalbiotechnology companies is significantly influenced by their work forces. We believe it is critical to our business that we retain our core team of highly qualified employees, including our executive officers. Large pharmaceutical and biopharmaceuticalbiotechnology companies and strong local competitors have aggressively recruited our executives and other skilled employees, with the most critical positions at our company among those that are the most in demand. In light of these circumstances, we have designed our executive compensation program to help attract and retain highly qualified individuals with relevant experience in the biopharmaceuticalbiotechnology industry to manage the varied aspects of our evolving business. The primary objective of our executive compensation program is to retain and motivate our core team of highly qualified employees, including our Named Executive Officers, and align their compensation with our critical business objectives and performance, as well as with the interests of our stockholders.

The Board encourages our stockholders to review the compensation tables and read the disclosures set forth in the “Compensation Discussion and Analysis” section of this Proxy Statement to reviewthat describe our executive compensation program and the correlation between compensation and performance, as well as compensation actions taken in 2016.of our Named Executive Officers for fiscal 2018. The Board believes that our executive compensation program effectively aligns executive paycompensation with our performance and results in the attraction and retention of highly talented executives.

Accordingly, the Board recommends that our stockholders vote FOR the following resolution:

“RESOLVED, that the compensation paid to the our Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

Required Vote and Board of Directors Recommendation

Advisory approval of Proposal 4 requires the affirmative vote of a majority of the shares present or represented by proxy and entitled to vote at the Annual Meeting. Abstentions will be counted toward the tabulation of votes cast on the proposal and will have the same effect as votes against this proposal. Broker non-votes will have no effecteffect.

Our stockholders have expressed a preference, and will not be counted towardsour Board has determined, to hold an advisory vote on executive compensation annually. We are presenting this Proposal 4 as required by Section 14A of the vote total.

Exchange Act. Our Board believes that approval of Proposal 4 is in our best interests and the best interests of our stockholders for the reasons stated above. Because the vote is advisory, it is not binding on the Board or on us. Nevertheless, the views expressed by our stockholders, whether through this vote or otherwise, are important to management and the Board and, accordingly, the Compensation Committee and Board intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements. Your vote will serve as an additional tool to guide the Compensation Committee and Board in continuing to improve the alignment of our executive compensation programs with business objectives and performance and with the interests of our stockholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 4.


T2019 Proxy Statement    HE31

BOARDOF DIRECTORS RECOMMENDSA VOTE “FOR” PROPOSAL 4.





PSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTROPOSAL 5

ADVISORY VOTE ON THE FREQUENCY OF STOCKHOLDER VOTES ON EXECUTIVE COMPENSATION

We are also asking our stockholders to indicate their preference regarding how frequently we should solicit a non-binding stockholder advisory vote on the compensation of our Named Executive Officers as disclosed in our proxy statements. Accordingly, we are asking stockholders to indicate whether they would prefer an advisory vote every one year, every two years or every three years. Alternatively, stockholders may abstain from casting a vote.

For the reasons described below, our Board has determined that an annual advisory vote on executive compensation is the most appropriate alternative for Exelixis. The Board’s determination was influenced by the fact that the compensation of our Named Executive Officers is evaluated, adjusted and approved on an annual basis. As part of the annual review process, the Board believes that stockholder sentiment should be a factor that is taken into consideration by the Board and the Compensation Committee in making decisions with respect to executive compensation. By providing an advisory vote on executive compensation on an annual basis, our stockholders will be able to provide us with direct input on our compensation philosophy, policies and practices as disclosed in our proxy statement every year.

Required Vote and Board of Directors Recommendation

While the Board believes that its recommendation is appropriate at this time, stockholders are not voting to approve or disapprove that recommendation, but are instead asked to indicate their preferences, on an advisory basis, as to whether the non-binding stockholder advisory vote on the approval of our executive officer compensation practices should be held every year, every two years or every three years. The option among those choices that receives the votes of the holders of a majority of shares present in person or represented by proxy and entitled to vote at the annual meeting will be deemed to be the frequency preferred by the stockholders. If no frequency receives a majority of the votes held by holders present in person or represented by proxy at the Annual Meeting, then no frequency will be deemed a frequency preferred by our stockholders.

Although your vote is advisory and will therefore not be binding on us, the Compensation Committee and Board value the opinions of our stockholders and will consider our stockholders’ vote. Nonetheless, the Board may decide that it is in the best interests of our stockholders and Exelixis to hold an advisory vote on executive compensation more or less frequently than the option preferred by our stockholders.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF “ONE YEAR” ON PROPOSAL 5.



SECURITY OWNERSHIPOF CERTAIN BENEFICIAL OWNERSAND MANAGEMENT

The following table sets forth certain information regarding the ownership of our common stock as of March 10, 2017,February 28, 2019, (except as noted) by: (i) each director and nominee for director; (ii) each of the executive officers named in the Summary Compensation Table; (iii) all current executive officers and directors of Exelixis as a group; and (iv) all those known by us to be beneficial owners of more than five percent of our common stock.

  Beneficially Owned(1)
Name of Beneficial Owner 
Number of Shares of
Common Stock
 
Percentage of
Total
Executive Officers and Directors    
Michael M. Morrissey, Ph.D. (2) 4,118,189
 1.4%
Christopher J. Senner (3) 324,368
 * 
Jeffrey J. Hessekiel, J.D. (4) 787,658
 * 
Peter Lamb, Ph.D. (5) 1,013,228
 * 
Gisela M. Schwab, M.D. (6) 2,036,350
 * 
Charles Cohen, Ph.D. (7) 594,826
 * 
Carl B. Feldbaum, Esq. (8) 323,517
 * 
Alan M. Garber, M.D., Ph.D. (9) 339,535
 * 
Vincent T. Marchesi, M.D., Ph.D. (10) 391,324
 * 
Stelios Papadopoulos, Ph.D. (11) 1,590,512
 * 
George Poste, D.V.M., Ph.D., FRS (12) 292,217
 * 
George A. Scangos, Ph.D. (13) 2,055,595
 * 
Julie A. Smith (14) 43,383
 * 
Lance Willsey, M.D. (15) 905,665
 * 
Jack L. Wyszomierski (16) 361,763
 * 
All current directors, executive officers as a group (16 persons) (17) 15,534,913
 5.1%
5% Stockholders    
FMR LLC (18)
245 Summer Street
Boston, Massachusetts 02210
 42,910,087
 12.8%
Meditor Group Ltd. (19)
Wessex House, 3rd Floor
45 Reid Street
    Hamilton HM12, Bermuda
 21,509,713
 6.9%
The Vanguard Group (20)
100 Vanguard Blvd.
Malvern, Pennsylvania 19355
 21,038,194
 6.7%
BlackRock, Inc. (21)
55 East 52nd Street
New York, New York 10055
 18,775,126
 6.0%
*Less than one percent
____________________

      Beneficially Owned (1) 

Name of Beneficial Owner

    Number of
Shares of
Common Stock		     Percentage
of Total		 

Executive Officers and Directors

              

Michael M. Morrissey, Ph.D. (2)

     3,222,949      1.1% 

Gisela M. Schwab, M.D. (3)

     1,860,620      * 

Christopher J. Senner (4)

     646,671      * 

Jeffrey J. Hessekiel, J.D. (5)

     882,434      * 

Peter Lamb, Ph.D. (6)

     1,256,800      * 

Charles Cohen, Ph.D. (7)

     356,033      * 

Carl B. Feldbaum, Esq. (8)

     232,725      * 

Maria C. Freire, Ph.D. (9)

     47,644      * 

Alan M. Garber, M.D., Ph.D. (10)

     352,943      * 

Vincent T. Marchesi, M.D., Ph.D. (11)

     303,477      * 

Stelios Papadopoulos, Ph.D. (12)

     1,347,665      * 

George Poste, D.V.M., Ph.D., FRS (13)

     310,620      * 

George A. Scangos, Ph.D. (14)

     1,627,970      * 

Julie A. Smith (15)

     98,041      * 

Lance Willsey, M.D. (16)

     744,073      * 

Jack L. Wyszomierski (17)

     375,057      * 

All current directors, executive officers as a group (17 persons) (18)

     14,037,144      4.5% 

5% Stockholders

              

BlackRock, Inc. (19)

55 East 52nd Street

New York, New York 10055

     30,584,751      10.2% 

The Vanguard Group (20)

100 Vanguard Blvd.

Malvern, Pennsylvania 19355

     27,335,719      9.1% 

FMR LLC (21)

245 Summer Street

Boston, Massachusetts 02210

     21,317,889      7.1% 

Meditor Group Ltd. (22)

Wessex House, 3rd Floor

45 Reid Street

Hamilton HM12, Bermuda

     15,966,038      5.3% 

*

Less than one percent.

(1)

This table is based upon information supplied by executive officers and directors and upon information gathered by us about principal stockholders known to us. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that each of the stockholders named in this table has sole voting

32    Exelixis, Inc.

Security Ownership of Certain Beneficial Owners and Management

and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based on 291,687,254300,996,666 shares outstanding on March 10, 2017,February 28, 2019, adjusted as required by rules promulgated by the SEC. The percentage of beneficial ownership as to any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days of March 10, 2017,February 28, 2019, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days of March 10, 2017.February 28, 2019. Consequently, the denominator for calculating beneficial ownership percentages may be different for each beneficial owner.

(2)

Includes 172,698193,998 shares held by Michael M. Morrissey and Meghan D. Morrissey, Trustees of the Morrissey Family Living Trust dated July 21, 1994, as amended. Also includes 3,928,6663,011,450 shares Dr. Morrissey has the right to acquire pursuant to options exercisable within 60 days of February 28, 2019. Also includes 17,501 shares held by Dr. Morrissey under our 401(k) Plan, determined based upon information provided in plan statements.



pursuant to options exercisable within 60 days of March 10, 2017. Also includes 16,825 shares held by Mr. Morrissey under our 401(k) Plan, determined based upon information provided in plan statements.

(3)

Includes 242,1871,595,713 shares Dr. Schwab has the right to acquire pursuant to options exercisable within 60 days of February 28, 2019. Also includes 14,644 shares held by Dr. Schwab under our 401(k) Plan, determined based upon information provided in plan statements.

(4)

Includes 554,062 shares Mr. Senner has the right to acquire pursuant to options exercisable within 60 days of March 10, 2017.February 28, 2019. Also includes 1,7832,534 shares held by Mr. Senner under our 401(k) Plan, determined based upon information provided in plan statements.

(5)
(4)

Includes 557,291693,374 shares Mr. Hessekiel has the right to acquire pursuant to options exercisable within 60 days of March 10, 2017.February 28, 2019. Also includes 864 shares held by Mr. Hessekiel under our 401(k) Plan, determined based upon information provided in plan statements.

(6)
(5)

Includes 939,7491,172,092 shares Dr. Lamb has the right to acquire pursuant to options exercisable within 60 days of March 10, 2017.February 28, 2019. Also includes 16,12916,885 shares held by Dr. Lamb under our 401(k) Plan, determined based upon information provided in plan statements.

(6)Includes 1,884,354 shares Dr. Schwab has the right to acquire pursuant to options exercisable within 60 days of March 10, 2017. Also includes 13,943 shares held by Dr. Schwab under our 401(k) Plan, determined based upon information provided in plan statements.
(7)

Includes 346,646335,054 shares Dr. Cohen has the right to acquire pursuant to options exercisable within 60 days of March 10, 2017, 10,000February 28, 2019, 7,792 of which would be subject to repurchase by us, if so exercised.

(8)

Includes 274,796224,204 shares Mr. Feldbaum has the right to acquire pursuant to options exercisable within 60 days of March 10, 2017, 10,000February 28, 2019, 7,792 of which would be subject to repurchase by us, if so exercised.

(9)

Includes 278,2063,530 shares issuable pursuant to RSUs that will vest within 60 days of February 28, 2019 and 44,114 shares Dr. Freire has the right to acquire pursuant to options exercisable within 60 days of February 28, 2019, 32,209 of which would be subject to repurchase by us, if so exercised.

(10)

Includes 291,614 shares Dr. Garber has the right to acquire pursuant to options exercisable within 60 days of March 10, 2017, 10,000February 28, 2019, 7,792 of which would be subject to repurchase by us, if so exercised.

(11)
(10)

Includes 271,254177,564 shares Dr. Marchesi has the right to acquire pursuant to options exercisable within 60 days of March 10, 2017, 10,000February 28, 2019, 3,969 of which would be subject to repurchase by us, if so exercised.

(12)
(11)

Includes 10,000 shares held by Fondation Santé, of which Dr. Papadopoulos is a co-trustee. Also includes 352,041313,351 shares Dr. Papadopoulos has the right to acquire pursuant to options exercisable within 60 days of March 10, 2017, 10,000February 28, 2019, 3,969 of which would be subject to repurchase by us, if so exercised.

(13)
(12)

Includes 214,662227,222 shares Dr. Poste has the right to acquire pursuant to options exercisable within 60 days of March 10, 2017, 10,000February 28, 2019, 3,969 of which would be subject to repurchase by us, if so exercised.

(14)
(13)

Includes 8,963 shares held by Dr. Scangos and Leslie S. Wilson, as Trustees of The Jennifer Wilson Scangos Trust, and 8,963 shares held by Dr. Scangos and Leslie S. Wilson, as Trustees of The Katherine Wilson Scangos Trust. Also includes 568,352241,344 shares Dr. Scangos has the right to acquire pursuant to options exercisable within 60 days of March 10, 2017, 10,000February 28, 2019, 7,792 of which would be subject to repurchase by us, if so exercised. Also includes 5,669 shares held by Dr. Scangos under our 401(k) Plan, determined based upon information provided in plan statements.

(15)
(14)

Includes 42,62097,278 shares Ms. Smith has the right to acquire pursuant to options exercisable within 60 days of March 10, 2017, 10,000February 28, 2019, 26,394 of which would be subject to repurchase by us, if so exercised.

(16)
(15)

Includes 337,392325,800 shares Dr. Willsey has the right to acquire pursuant to options exercisable within 60 days of March 10, 2017, 10,000February 28, 2019, 7,792 of which would be subject to repurchase by us, if so exercised.

(17)
(16)

Includes 293,653281,213 shares Mr. Wyszomierski has the right to acquire pursuant to options exercisable within 60 days of March 10, 2017, 10,000February 28, 2019, 3,969 of which would be subject to repurchase by us, if so exercised.

2019 Proxy Statement    33

(18)
(17)

Total number of shares includes 4,695,0914,083,690 shares of common stock held by our current directors and executive officers as of March 10, 2017,February 28, 2019, and entities affiliated with such directors and executive officers. Also includes 10,775,8053,530 shares issuable pursuant to RSUs that will vest within 60 days of February 28, 2019. Also includes 9,881,411 shares our directors and executive officers have the right to acquire pursuant to options exercisable within 60 days of March 10, 2017, 90,000February 28, 2019, 113,439 of which would be subject to repurchase by us, if so exercised. Also includes 64,01768,513 shares held by our current directors and executive officers under our 401(k) Plan, determined based upon information provided in plan statements.

(19)
(18)FMR LLC

BlackRock, Inc. reported that (a) it has sole voting power over 29,407,614 of such shares, and that it has sole dispositive power over all of the shares. The information is based solely on a Schedule 13G/A, filed with respect to 8,242,331the SEC on January 28, 2019, which provides information only as of December 31, 2018, and, consequently, the beneficial ownership of BlackRock may have changed between December 31, 2018 and February 28, 2019.

(20)

The Vanguard Group reported that it has sole voting power over 163,947 of such shares, shared voting power over 39,980 of these shares, (b)sole dispositive power over 27,162,112 of such shares and shared dispositive power over 173,607 of such shares. The information is based solely on a Schedule 13G/A, filed with the SEC on February 11, 2019, which provides information only as of December 31, 2018, and, consequently, the beneficial ownership of Vanguard may have changed between December 31, 2018 and February 28, 2019.

(21)

FMR LLC reported that it has sole voting power over 6,894,567 of such shares, and that FMR LLC and Abigail P. Johnson each have sole dispositive power ofover all of these shares and (c) Fidelity Growth Company Fund has sole voting power with respect to 17,345,367 of thesethe shares. Ms. Johnson is a Director, the Vice Chairman and the Chief Executive Officer and President of FMR LLC. FMR LLC also reports that FMR Co., Inc. beneficially owns 5% or greater of our common stock. The foregoing information is based solely on a Schedule 13G/A filed with the SEC on February 14, 2017,13, 2019, which provides information only as of December 31, 2016,2018, and, consequently, the beneficial ownership of these reporting persons may have changed between December 31, 2016,2018 and March 10, 2017.February 28, 2019.



(22)
(19)

These shares are beneficially owned by Meditor Group Ltd. (Meditor), or Meditor, and Meditor European Master Fund Ltd. (MEMF), or MEMF, an investment management client and subsidiary of Meditor. Meditor reported that it and MEMF each have shared voting and dispositive power over the shares. The foregoing information is based solely on a Schedule 13G/A filed with the SEC on February 1, 2017, which provides information only asall of December 31, 2016, and, consequently, the beneficial ownership of Meditor and MEMF may have changed between December 31, 2016, and March 10, 2017.

(20)The Vanguard Group reported that it has sole voting power over 383,392 of such shares, shard voting power over 34,376 of these shares, sole dispositive power over 20,631,850 of such shares and shared dispositive power over 406,344 of such shares. The information is based solely on a Schedule 13G/A, filed with the SEC on February 9, 2017, which provides information only as of December 31, 2016, and, consequently, the beneficial ownership of Vanguard may have changed between December 31, 2016, and March 10, 2017.
(21)BlackRock, Inc. reported that it has sole dispositive power over all such shares and sole voting power over 18,243,276 of such shares. The information is based solely on a Schedule 13G/A filed with the SEC on January 24, 2017,2, 2019, which provides information only as of December 31, 2016,2018, and, consequently, the beneficial ownership of BlackRockMeditor and MEMF may have changed between December 31, 2016,2018 and March 10, 2017.February 28, 2019.



EXECUTIVE34    OExelixis, Inc.

Executive Officers

FFICERSEXECUTIVE OFFICERS

The following chart sets forth certain information regarding our executive officers as of March 31, 2017:

25, 2019:

Name

  Age  Position

Michael M. Morrissey, Ph.D. (1)

  5658  President and Chief Executive Officer
Christopher J. Senner49Executive Vice President and Chief Financial Officer
Patrick J. Haley41Senior Vice President, Commercial
Jeffrey J. Hessekiel, J.D.48Executive Vice President, General Counsel and Secretary
Peter Lamb, Ph.D.56Executive Vice President, Scientific Strategy and Chief Scientific Officer

Gisela M. Schwab, M.D.

  6062  President, Product Development and Medical Affairs and Chief Medical Officer
____________________

Christopher J. Senner

51Executive Vice President and Chief Financial Officer

Patrick J. Haley

43Senior Vice President, Commercial

Jeffrey J. Hessekiel, J.D.

50Executive Vice President and General Counsel

Peter Lamb, Ph.D.

58Executive Vice President, Scientific Strategy and Chief Scientific Officer

(1)

Please see “Class III Director Nominees for Election for a Three-Year Term Expiring atDirectors Continuing in Office until the 2020 Annual Meeting” in this Proxy Statement for Dr. Morrissey’s biography.

Gisela M. Schwab, M.D.

President, Product Development and Medical Affairs and Chief Medical Officer

Gisela M. Schwab, M.D., has served as President, Product Development and Medical Affairs and Chief Medical Officer since February 2016. Previously she served as Executive Vice President and Chief Medical Officer from January 2008 to February 2016 and as Senior Vice President and Chief Medical Officer from September 2006 to January 2008. From 2002 to 2006, she held the position of Senior Vice President and Chief Medical Officer at Abgenix, Inc., a human antibody-based drug development company. She also served as Vice President, Clinical Development, at Abgenix from 1999 to 2001. Prior to working at Abgenix, from 1992 to 1999, she held positions of increasing responsibility at Amgen Inc., most recently as Director of Clinical Research and Hematology/Oncology Therapeutic Area Team Leader. From August 2011 through July 2014, Dr. Schwab served as a member of the board of directors of Topotarget A/S, a publicly-held biopharmaceutical company. Since June 2012 she has served as a member of the board of directors of Cellerant Therapeutics, Inc. a privately-held biopharmaceutical company and since March 2015, she has served as a member of the board of directors of Nordic Nanovector A.S., a Norwegian biotechnology company. She received her Doctor of Medicine degree from the University of Heidelberg, trained at the University of Erlangen-Nuremberg and the National Cancer Institute and is board certified in internal medicine and hematology and oncology.

Christopher J. Senner

Executive Vice President and Chief Financial Officer

Christopher J. Senner, has served as Executive Vice President and Chief Financial Officer (and in such capacity, as our principal financial officer and principal accounting officer, as defined under applicable securities laws) since July 2015. Prior to joining Exelixis, Mr. Senner served as Vice President, Corporate Finance for Gilead Sciences, Inc., a biopharmaceutical company, from March 2010 to July 2015, where he was accountable for controllership, tax, treasury and corporate and operational financial planning. Mr. Senner previously spent eighteen years at Wyeth, a pharmaceutical company acquired by Pfizer Inc. in 2009, in a variety of financial roles with increasing responsibility, most notably as Chief Financial Officer of Wyeth’s U.S. pharmaceuticals business and the BioPharma Business Unit. Mr. Senner holds a B.S. in Finance from Bentley College.

P.J. Haley

Senior Vice President, Commercial

P.J. Haley, has served as the company’s Senior Vice President, Commercial since December 2016 and has held positions of progressive Commercial leadership since September 2010, serving as Vice President, Commercial from November 2014 to November 2016, Executive Director, Sales & Marketing from September 2013 to October 2014, Senior Director, Marketing from March 2012 to August 2013, and as Director, Marketing from September 2010 to February 2012. Prior to joining Exelixis, from 2007 to 2010, he held positions of increasing responsibility at Genentech, Inc., on the Avastin marketing team, most recently Group Product Manager. Between 2003 and 2007, Mr. Haley served in various sales and marketing roles at Amgen, Inc. He served as an analyst at PWC Securities, Lehman Brothers and Accenture from 1998 to 2001. Mr. Haley holds a Masters of Business Administration from University of Michigan, Ross School of Business, and a Bachelor of Arts in Art History and Medieval and Renaissance Studies from Duke University.

2019 Proxy Statement    , has served as Executive Vice President and Chief Financial Officer (and in such capacity, as our principal financial officer and principal accounting officer, as defined under applicable securities laws) since July 2015. Prior to joining Exelixis, Mr. Senner served as Vice President, Corporate Finance for Gilead Sciences, Inc., a biopharmaceutical company, from March 2010 to July 2015, where he was accountable for controllership and operational financial planning and analysis, including research and development, manufacturing, commercial operations, and tax and treasury planning. Mr. Senner previously spent eighteen years at Wyeth, a pharmaceutical company acquired by Pfizer Inc. in 2009, in a variety of financial roles with increasing responsibility, most notably as Chief Financial Officer of Wyeth's U.S. pharmaceuticals business and the BioPharma Business Unit. Mr. Senner holds a B.S. in Finance from Bentley College.35

P.J. Haley, has served as the company’s Senior Vice President, Commercial since December 2016 and has held positions of progressive Commercial leadership since September 2010, serving as Vice President, Commercial from November 2014 to November 2016, Executive Director, Sales & Marketing from September 2013 to October 2014, Senior Director, Marketing from March 2012 to August 2013, and as Director, Marketing from September 2010 to February 2012. Prior to joining Exelixis, from 2007 to 2010, he held positions of increasing responsibility at Genentech, Inc., on the Avastin marketing team, most recently Group Product Manager. Between 2003 and 2007, Mr. Haley served in various sales and marketing roles at Amgen, Inc. He served as an analyst at PWC Securities, Lehman Brothers and Accenture from 1998 to 2001. Mr. Haley holds a Masters of Business Administration from University of Michigan, Ross School of Business, and a Bachelor of Arts in Art History and Medieval and Renaissance Studies from Duke University.

Jeffrey J. Hessekiel, J.D.

Executive Vice President and General Counsel

Jeffrey J. Hessekiel, J.D., has served as Executive Vice President and General Counsel since February 2014 and as its Secretary from October 2014 to September 2017. From 2012 to 2014, he held the position of Senior Counsel at Arnold & Porter Kaye Scholer LLP, where he advised emerging growth and public companies, primarily in the life sciences sector, on complex legal issues connected with strategic transactions, healthcare compliance programs and investigations, and regulatory matters. Prior to working with Arnold & Porter, from 2002 to 2012, he held positions of increasing responsibility at Gilead Sciences, Inc., most recently as Chief Compliance & Quality Officer where he was responsible for the creation and management of Gilead’s Corporate Compliance & Quality department. From 1998 to 2002, Mr. Hessekiel held the position of Associate, working on both litigation and corporate matters for Wilson Sonsini Goodrich and Rosati PC. Mr. Hessekiel also worked as an Associate focusing on litigation matters for Heller Ehrman LLP from 1996 to 1998. Prior to joining Heller Ehrman LLP, Mr. Hessekiel also worked for several international non-governmental organizations. Mr. Hessekiel received his J.D. from The George Washington University Law School and is admitted to practice in California. Mr. Hessekiel received a B.A. in Political Science from Duke University.

Peter Lamb, Ph.D.

Executive Vice President, Scientific Strategy and Chief Scientific Officer

Peter Lamb, Ph.D., has served as Executive Vice President, Scientific Strategy and Chief Scientific Officer since February 2016. Previously, he served as Executive Vice President, Discovery Research and Chief Scientific Officer from September 2009 to February 2016, as Senior Vice President, Discovery Research and Chief Scientific Officer from January 2007 until September 2009, as Vice President, Discovery Pharmacology from December 2003 until January 2007 and as Senior Director, Molecular Pharmacology and Structural Biology from October 2000 until December 2003. Prior to joining Exelixis, from June 1992 until September 2000, Dr. Lamb held positions of increasing responsibility at Ligand Pharmaceuticals, a pharmaceutical company, most recently serving as Director of Transcription Research. Dr. Lamb has held post-doctoral research fellowships at the Carnegie Institution, Department of Embryology, with Dr. S.L. McKnight and the University of Oxford with Dr. N.J. Proudfoot, working in the field of gene regulation. He has authored numerous articles in the fields of gene expression, signal transduction and oncology, and is an author on multiple issued and pending U.S. patents. He has a Ph.D. in Molecular Biology from the ICRF/University of London and a B.A. in Biochemistry from the University of Cambridge.

36    has served asExelixis, Inc.

Compensation of Executive Vice President and General Counsel since February 2014 and as its Secretary since October 2014. From November 2012 to February 2014, he held the position of Senior Counsel at Arnold & Porter LLP, where he advised emerging growth and public companies, primarily in the life sciences sector, on complex legal issues connected with strategic transactions, healthcare compliance programs and investigations, and regulatory matters. Mr. Hessekiel also served as Acting General Counsel of Achaogen, Inc., a clinical-stage biopharmaceutical company, from May 2012 to November 2012, where he advised the executive management team on matters related to clinical and government contracts, litigation management and employment law. Prior to working at Achaogen, from December 2002 to May 2012, he held positions of increasing responsibility at Gilead Sciences, Inc., most recently as Chief Compliance & Quality Officer where he was responsible for the creation and management of Gilead’s Corporate Compliance & Quality department. From October 1998 to November 2002, Mr. Hessekiel held the position of Associate, working on both litigation and corporate matters for Wilson Sonsini Goodrich and Rosati PC. Mr. Hessekiel also worked as an Associate focusing on litigation matters for Heller Ehrman LLP from August 1996 to July 1998. Prior to joining Heller Ehrman LLP, Mr. Hessekiel also worked for several international non-governmental organizations. Mr. Hessekiel received his J.D. from The George Washington University Law School and is admitted to practice in California. Mr. Hessekiel received a B.A. in Political Science from Duke University.

Peter Lamb, Ph.DOfficers ., has served as Executive Vice President, Scientific Strategy and Chief Scientific Officer since February 2016. Previously, he served as Executive Vice President, Discovery Research and Chief Scientific Officer from September 2009 to February 2016, as Senior Vice President, Discovery Research and Chief Scientific Officer from January 2007 until September 2009, as Vice President, Discovery Pharmacology from December 2003 until January 2007 and as Senior Director, Molecular Pharmacology and Structural Biology from October 2000 until December 2003. Prior to joining Exelixis, from June 1992 until September 2000, Dr. Lamb held positions of increasing responsibility at Ligand Pharmaceuticals, a pharmaceutical company, most recently serving as Director of Transcription Research. Dr. Lamb has held post-doctoral research fellowships at the Carnegie Institution, Department of Embryology, with Dr. S.L. McKnight and the University of Oxford with Dr. N.J. Proudfoot, working in the field of gene regulation. He has authored numerous articles in the fields of gene


expression, signal transduction and oncology, and is an author on multiple issued and pending U.S. patents. He has a Ph.D. in Molecular Biology from the ICRF/University of London and a B.A. in Biochemistry from the University of Cambridge.
Gisela M. Schwab, M.D.,| has served as President, Product Development and Medical Affairs and Chief Medical Officer since February 2016. Previously she served as Executive Vice President and Chief Medical Officer from January 2008 to February 2016 and as Senior Vice President and Chief Medical Officer from September 2006 to January 2008. From 2002 to 2006, she held the position of Senior Vice President and Chief Medical Officer at Abgenix, Inc., a human antibody-based drug development company. She also served as Vice President, Clinical Development, at Abgenix from 1999 to 2001. Prior to working at Abgenix, from 1992 to 1999, she held positions of increasing responsibility at Amgen Inc., most recently as Director of Clinical Research and Hematology/Oncology Therapeutic Area Team Leader. From August 2011 through July 2014, Dr. Schwab served as a member of the board of directors of Topotarget A/S, a publicly-held biopharmaceutical company. Since June 2012 she has served as a member of the board of directors of Cellerant Therapeutics, Inc. a privately-held biopharmaceutical company and since March 2015, she has served as a member of the board of directors of Nordic Nanovector A.S., a Norwegian biotechnology company. She received her Doctor of Medicine degree from the University of Heidelberg, trained at the University of Erlangen-Nuremberg and the National Cancer Institute and is board certified in internal medicine and hematology and oncology.


COMPENSATIONOF EXECUTIVE OFFICERS
Compensation Discussion and Analysis

COMPENSATION OF EXECUTIVE OFFICERS

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (CD&A) explains ourthe strategy, design, of, and decision-making related to our compensation programs and practices for our principal executive officer, our principal financial officer and our three other most highly compensated executive officers, (collectively, "Namedwho we refer to collectively as our Named Executive Officers").Officers. This Compensation Discussion and AnalysisCD&A is intended to provide perspective on the information contained in the tables that follow this discussion.

For fiscal 2016,2018, our Named Executive Officers were:
Michael M. Morrissey, Ph.D., President and Chief Executive Officer
Christopher J. Senner, Executive Vice President and Chief Financial Officer
Jeffrey J. Hessekiel, J.D., Executive Vice President, General Counsel and Secretary
Peter Lamb, Ph.D., Executive Vice President, Scientific Strategy and Chief Scientific Officer
Gisela M. Schwab, M.D., President, Product Development and Medical Affairs and Chief Medical Officer

Named Executive Officers

Title

Michael M. Morrissey, Ph.D.

President and Chief Executive Officer

Gisela M. Schwab, M.D.

President, Product Development and Medical Affairs and Chief Medical Officer

Christopher J. Senner

Executive Vice President and Chief Financial Officer

Jeffrey J. Hessekiel, J.D.

Executive Vice President and General Counsel

Peter Lamb, Ph.D.

Executive Vice President, Scientific Strategy and Chief Scientific Officer

While the principal purpose of this Compensation Discussion and AnalysisCD&A is to discuss the compensation of our Named Executive Officers, many of the programs discussed apply to other members of senior management who, together with the Named Executive Officers, are collectively referred to as our "executives."

executive officers.

Executive Summary

Our Business

We are a biopharmaceuticalan oncology-focused biotechnology company committedthat aims to accelerate the discovery, development and commercialization of new medicines to improve care and outcomes for people with cancer.difficult-to-treat cancers. Since our foundingwe were founded in 1994, threefour products discovered at Exelixisresulting from our discovery efforts have progressed through clinical development and received regulatory approval,approval; three have a growing commercial presence in markets worldwide, and enteredwe expect that the commercial marketplace.fourth will soon enter the marketplace in Japan. Two are derived from cabozantinib, our flagship molecule, an inhibitor of multiple tyrosine kinases including MET, AXL, VEGF receptors and VEGF receptors: CABOMETYX™RET. These are: CABOMETYX® (cabozantinib) tablets approved for advanced renal cell carcinoma (RCC) and previously treated advanced kidney cancerhepatocellular carcinoma (HCC), and COMETRIQ® (cabozantinib) capsules approved for progressive, metastatic medullary thyroid cancer. The third product,two other products resulting from our discovery efforts are: COTELLIC® (cobimetinib), is a formulation of cobimetinib, a selectivean inhibitor of MEK marketed under a collaboration with Genentech (a member of the Roche Group), and is approved as part of a combination regimen to treat advanced melanoma. Both cabozantinibmelanoma and cobimetinib have shown potential inmarketed under a variety of forms of cancer and are the subjects of broad clinical development programs.

2016 Corporate Performance Highlights
FDA Approval and Commercialization of CABOMETYXTM for the Treatment of Patientscollaboration with Advanced Renal Cell Carcinoma
The year 2016 was transformational for Exelixis as we delivered on our commitment to the discovery, development and commercialization of new medicines to improve care and outcomes for people with cancer. Building upon positive clinical results from our phase 3 pivotal trial METEOR (Metastatic RCC Phase 3 Study Evaluating Cabozantinib vs. Everolimus), which demonstrated robust and clinically meaningful improvements in the trifecta of efficacy endpoints -- progression-free survival, or PFS, overall survival, or OS, and objective response rate -- our entire organization began the year highly focused on establishing the infrastructure necessary to support a successful commercial launch of CABOMETYX in advanced renal cell carcinoma, or RCC. When the FDA approved CABOMETYX in April 2016, we were prepared to engage with the advanced RCC treating community and bring CABOMETYX to market for the benefit of patients. 

Establishment and Expansion of Global Partnerships for Cabozantinib

Prior to our launch of CABOMETYX, in February 2016 we entered into an exclusive licensing agreement with Ipsen Pharma SAS, or Ipsen, to commercialize current and potential future cabozantinib indications outside of the United States, Canada and Japan. The upfront payments and regulatory milestones we received from Ipsen during 2016 were essential to our commercial success, because they provided us with the financial resources to successfully commercialize CABOMETYX in the United States without having to access alternative sources of capital. A key reason we chose Ipsen as a partner was because Ipsen is established and engaged in the global distribution of oncology medicines, with a particular focus on urologic oncology. In December 2016, shortly after we received European Commission, or EC, approval for CABOMETYX as a treatment of advanced RCC in adults following prior vascular endothelial growth factor targeted therapy, Ipsen recorded its first commercial sales of CABOMETYX in Germany and the United Kingdom. Because Ipsen also has substantial business resources in Canada, in December 2016, we agreed to add Canada to the Ipsen territories, which generated an additional upfront payment that contributed to our significant year-end cash balance of $479.6 million. The success of CABOMETYX during 2016 also laid the ground work for our January 2017 exclusive licensing agreement with Takeda Pharmaceutical Company Limited to commercialize cabozantinib in Japan.



Continued Development of Cabozantinib and Submission Planning for Supplemental New Drug Application
Beyond the FDA-approved indications of cabozantinib for second-line advanced RCC and progressive, metastatic medullary thyroid cancer, during 2016 we continued to engage in a broad development program composed of over 45 ongoing or planned clinical trials in additional tumor types, including, CELESTIAL, our company-sponsored phase 3 trial of cabozantinib in advanced hepatocellular carcinoma, for which we anticipate data in 2017, and CABOSUN, a randomized phase 2 trial comparing cabozantinib to sunitinib in the first-line treatment of intermediate- or poor-risk RCC patients, being conducted by The Alliance for Clinical Trials in Oncology, or The Alliance, through our Cooperative Research and Development Agreement, or CRADA, with the National Cancer Institute’s Cancer Therapy Evaluation Program, or NCI-CTEP. In May 2016, The Alliance informed us that CABOSUN met its primary endpoint demonstrating a statistically significant and clinically meaningful improvement of PFS compared with sunitinib. Based on these results, we are working towards the submission of a supplemental new drug application, or sNDA, in the third quarter of 2017 for cabozantinib as a treatment for first-line advanced RCC.
Expanded Development and Commercialization of Cotellic
In 2016, significant progress was also made with respect to the clinical development, regulatory status and commercial potential of cobimetinib, a compound we out-licensed in 2006 to Genentech, Inc. (a member of the Roche Group). Beyond U.S.; and MINNEBROTM (esaxerenone), European Union and Canadian approvals received in 2015, during 2016, Genentech received approvals for COTELLIC in combination with vemurafenib as a treatment for patients with BRAF V600E or V600K mutation-positive advanced melanoma in multiple countries, including Australia and Brazil. Genentech also advancedan oral,non-steroidal, selective blocker of the development program for cobimetinib during 2016, through the initiation and announcement of multiple phase 3 pivotal trials exploring the combination of cobimetinib with other targeted and immuno-oncology agentsmineralocorticoid receptor approved for the treatment of melanomahypertension in Japan and colorectal cancer.

2016 Compensation Programlicensed to Daiichi Sankyo Limited Company.

2018 Financial Performance Highlights


The

We delivered strong financial results in fiscal 2018, increasing total revenue by 89% year 2016 wasover year and ending fiscal 2018 with a transformational one for us during which we achieved significant milestones that helped position ushealthy cash and investments balance of $851.6 million. We also continued to be ableexecute on our tactical plan to deliver upongenerate product and collaboration revenue to reinvest in our current goalbusiness in order to drive the expansion and depth of our product offerings. Other key financial highlights from fiscal 2018 include:

››

Cabozantinib franchise net product revenue of $619.3 million, resulting in our third consecutive year of record net product revenue;

››

Total revenue of $853.8 million, reflecting both strong product demand and significant financial contributions generated from our collaborations;

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Total operating expenses of $415.0 million, up 45% from the prior fiscal year, demonstrating our commitment to investing in our product pipeline, while also exercising disciplined expense management; and

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A second full year of operating profit, resulting in diluted earnings per share of $2.21, taking into account the release of substantially all of our valuation allowance against deferred tax assets, up from diluted earnings per share of $0.49 for the 2017 fiscal year.

2019 Proxy Statement    37

Stock Price Performance

Our strong financial and corporate performance for the three-year period ended December 31, 2018 also resulted in a stock price that continued to significantly outperform our 2018 peer group (described below) as a whole and the Russell 3000 Index, as well as the Standard & Poor’s (S&P) 400 MidCap Index, to which we were added in July 2018.

LOGO

The Compensation Committee believesforegoing graph compares, for the three-year period ended December 31, 2018, the cumulative total stockholder return for our common stock, the Russell 3000 Index, the S&P 400 MidCap Index and an average of the companies that the compensationform our 2018 peer group. The graph assumes that $100 was invested on December 31, 2015 in each of our employees, includingcommon stock, the Russell 3000 Index, the S&P 400 MidCap Index and in each company in our 2018 peer group, and assumes reinvestment of any dividends. We believe it places our corporate performance in context and highlights the strength of our results relative to our 2018 peer group as a whole and the market, despite the decline of our stock price during 2018. The stock price performance on the graph is not necessarily predictive of future stock price performance.

2018 Corporate Performance Highlights

In fiscal 2018, we continued to drive growth by executing on our strategy and substantially advanced toward our goal to become a fully integrated biotechnology company. When considering corporate performance factors, the Compensation Committee’s decision-making in 2018 was rooted in the understanding that our Named Executive Officers reflects not only those achievements, but also encourages appropriate determinationled our company to strive for the successful achievementachieve this noteworthy success. Key highlights of our commercial objectives and both short-term and long-term research and development goals. Specifically, our compensation decisions for 2016 reflect our significant regulatory, commercial and financial performance, as well as our business development accomplishments, which enabled us to secure ex-U.S. distribution for all cabozantinib-related products. Further, our Compensation Committee considered that we performed exceptionally well in most of the other areas of corporate performance that they determinedincluded:

Successful Commercialization of CABOMETYX for Advanced RCC

››

In the U.S., following the U.S. Food and Drug Administration’s (FDA) December 2017 approval of CABOMETYX’s expanded indication to include treatment for patients with previously untreated advanced RCC, we continued to promote CABOMETYX within its labeled indication and to educate physicians on its unique clinical profile. These efforts translated into strong product demand in 2018.

››

In markets outside the U.S., we continued to work closely with our partner Ipsen Pharma SAS (Ipsen) in support of its regulatory strategy and commercialization efforts for CABOMETYX as a treatment for advanced RCC. As a result of approvals in more than ten territories outside of the U.S., including the European Union (EU), Canada, Brazil, Taiwan, South Korea and Australia, CABOMETYX continued to grow both in sales revenue and the number of RCC patients benefiting from its clinical effect in 2018.

38    Exelixis, Inc.

Compensation of Executive Officers | Compensation Discussion and Analysis

Navigation of Regulatory Pathways Toward Expansion of CABOMETYX Label as a Treatment for Patients with HCC Who Have Previously Been Treated with Sorafenib

››

Following acceptance of our supplemental new drug application in May 2018, on January 14, 2019, the FDA approved CABOMETYX as a treatment for patients with HCC who have been previously treated with sorafenib, an aggressive anddifficult-to-treat cancer that represents a significant unmet medical need and a market with the potential to grow significantly in the coming years.

››

In an effort to help make CABOMETYX available to HCC patients in the EU and worldwide, we worked closely with Ipsen on its regulatory strategy which culminated in the European Commission’s November 2018 approval of CABOMETYX as a treatment for HCC in adults who have previously been treated with sorafenib. This approval provided physicians in the EU with a second approved therapy for the second-line treatment of HCC.

Late-Stage Evaluation of Cabozantinib as a Monotherapy and in Combination with Immune Checkpoint Inhibitors

››

In October 2018, we initiatedCOSMIC-311, a phase 3 pivotal trial evaluating cabozantinib in patients with radioactive iodine-refractory differentiated thyroid cancer (DTC) who have progressed after up to two prior vascular endothelial growth factor receptor (VEGFR)-targeted therapies. Cabozantinib demonstrated encouraging clinical activity in phase 1 and phase 2 studies in this disease setting, suggesting it may be a promising treatment option for patients who have progressed after prior VEGFR-targeted therapy.

››

In December 2018, we initiatedCOSMIC-312, a phase 3 pivotal trial evaluating cabozantinib in combination with atezolizumab versus sorafenib in previously untreated advanced HCC. Ipsen has opted to participate in this trial and will have access to the results to support potential future regulatory submissions outside of the U.S. and Japan.

Expansion of Product Pipeline

››

In December 2018, we filed an investigational new drug (IND) application for XL092, a next-generation oral TKI and the first compound to advance from our reinitiated discovery operations. The IND for XL092 was accepted by the FDA in January 2019 and in February 2019, we initiated a phase 1 dose escalation trial to evaluate the compound’s pharmacokinetics, safety and tolerability in patients with advanced solid tumors.

››

As part of our strategy to expand our product pipeline through thein-license of attractive, early-stage oncology assets, in January 2018, we entered into an exclusive collaboration and license agreement with StemSynergy Therapeutics, Inc. (StemSynergy) for the discovery and development of novel oncology compounds aimed to inhibit tumor growth and in May 2018, we entered into a collaboration and license agreement with Invenra, Inc. (Invenra) which is focused on developing next-generation biologics, to discover and develop multispecific antibodies for the treatment of cancer.

Successful Management of Organizational Growth and Transition of Corporate Headquarters

››

In support of the execution of our planned cabozantinib development activities and resumption of internal discovery efforts, we increased hiring activities, and as of the end of fiscal 2018, had 484 full-time employees (FTEs), a 30% year-over-year increase of our employee population. To enable the effective management of this growth, we implemented new and improved operational and financial systems, procedures and controls, and expanded employee training efforts.

››

In contemplation of our organizational growth, in June 2018, we completed the renovation and buildout of our new corporate headquarters in Alameda, California and successfully relocated our employee base in the same month. Our new headquarters are housed in astate-of-the-art facility that meets high building code standards for energy efficiency and environmental impact, and is designed to help maximize collaboration among employees and enable novel drug discovery.

Enhancements to be important, including, research and development and fiscal management. As2018 Executive Compensation Program

An integral part of the decision makingreview process with respect to our executive compensation program was our stockholder outreach initiative, aimed at creating a better understanding of the concerns and perspectives of our stockholder base.

2019 Proxy Statement    39

Stockholder Outreach

Each year, during the period following the filing of our Proxy Statement with the SEC and the date of our annual meeting, we engage with our stockholders to seek support for our annual meeting proposals and request feedback regarding our executive compensation program and other governance matters of importance to our stockholders. Stockholder feedback is then reported to the Compensation Committee, also consideredNominating & Corporate Governance Committee and/or the challengesentire Board for consideration. During this period in 2018, we reached out to stockholders representing more than 57% of managing a rapidly expanding commercial organizationour outstanding shares at that time. Participants at these meetings included members of the management team and the needchair of our Compensation Committee. This outreach effort provided the opportunity to retaindiscuss executive compensation measures that are in the talent requiredbest interest of our stockholders and to ensureconvey our commitment to align pay and performance.

Stockholder Advisory Vote on Executive Compensation

Our stockholders are provided the successopportunity to cast an annual advisory vote on our executive compensation program, and the Compensation Committee takes the results of a commercial launch of CABOMETYX in a cancer indication for which there was substantial and sophisticated competition.

In lightthis vote into account when determining the compensation of the above,company’s Named Executive Officers. At our annual meeting of stockholders held in May 2018, approximately 79% of the Boardvotes present and entitled to vote voted in favor of thesay-on-pay proposal, which was a decline from 97% in 2017. We gave thoughtful consideration to this development, and to better understand our stockholders’ perspective concerning our executive compensation, we greatly expanded our regular engagement activities. We were particularly focused on those stockholders who voted against oursay-on-pay proposal and reached out to all such stockholders holding more than 0.35% of outstanding shares. Members of the management team participated in these meetings, and the stockholder feedback received was shared and discussed with the Compensation Committee. As a result of this feedback, the Compensation Committee approved several changes to our executive compensation program in an effort to enhance the performance-based nature of the program, create better alignment with the interests of our stockholders, establish greater accountability and increase overall transparency.

In consideration of the constructive feedback from our stockholders and following thoughtful deliberation, the Compensation Committee and Board took the following key actions with respect to 2016 compensation for our Named Executive Officers:

Stockholder Feedback Following 2018

Annual Meeting

How We Responded

Incorporate Performance Component(s) into Long-Term Incentive Program

In September 2018, as part of our ongoing equity incentive compensation program, the Compensation Committee granted a mix of stock options, and performance-based RSU awards (PSUs), to focus our Named Executive Officers on the company’s long-term corporate and financial performance. The stock options granted to our Named Executive Officers are subject to service-based vesting. Dr. Morrissey’s stock option is also subject to a market condition and will not be exercisable until the closing market price of our common stock is equal to or greater than 125% of the exercise price of the stock option over a period of at least 30 days. The PSUs granted to Named Executive Officers only vest upon the achievement of certain product revenue, late-stage clinical development and pipeline expansion performance targets.

Adopt a Recoupment (or Clawback) Policy

In February 2019, we adopted a clawback policy, which permits us to recoup variable compensation from senior level employees, including our Named Executive Officers, in the event they commit misconduct that causes material harm to the company (see “—Other Compensation Information—‘Clawback’ Policy” below).

Enhance Disclosure and Provide More Insight With Respect to Annual and Long-Term Incentive Performance Measures

As reflected in this CD&A, we believe that we have enhanced our disclosure and provided more insight into the performance measures established by the Compensation Committee for our Annual Cash Bonus Plan and our long-term incentive compensation.

40    Exelixis, Inc.

Salaries for NamedCompensation of Executive Officers. | Compensation Discussion and Analysis

In February 2016, to encourage retentioncontemplation of our keycontinued growth and evolving complexities of our business following the commercial success of CABOMETYX, we undertook a comprehensive review of our executive officers during a critical timecompensation program, including through the evaluation of each component of our program relative to our 2018 peer group. That review process resulted in the company’s evolution, the Compensation Committee increased base salaries offollowing additional actions with respect to 2018 compensation for our Named Executive Officers for 2016 by between 5%Officers:

  Priorities Following Evaluation of
  Executive Compensation Program

How We Responded

Develop a More Objective Framework for Bonus Determinations

In February 2019, subject to the terms of our Annual Cash Bonus Compensation Plan for Executives (Annual Cash Bonus Plan) adopted by the Compensation Committee in February 2018, the Compensation Committee approved the payment of cash bonuses in amounts between 105% and 139% of each Named Executive Officer’s 2018 target cash bonuses resulting from the Compensation Committee’s assessment of the overall achievement of ourpre-determined corporate goals for 2018, and the contribution of each Named Executive Officer toward such achievements.

Enhance Alignment Between the Financial Interests of Our Named Executive Officers with Those of Our Stockholders

In February 2018, the Board adopted Stock Ownership Guidelines for our Named Executive Officers to further align their financial interests with those of our stockholders, as well as to promote sound corporate governance.

When determining the amount of Dr. Morrissey’s 2018 cash bonus, the Compensation Committee considered our meaningful accomplishments in 2018 and level of achievement of pre-determined corporate goals. However, the Compensation Committee also considered that it is Dr. Morrissey’s responsibility to create stockholder value, and because our stock price declined during 2018, the Compensation Committee used its discretion, as provided for in the Annual Cash Bonus Plan, to reduce Dr. Morrissey’s 2018 cash bonus below the level of the overall corporate performance.

We intend to continue to engage with our stockholders throughout the year, and 9% over salaries for 2015.

Equity Incentive Compensation. In February 2016,we invite you to reach out with any comments or questions at any time. Please see the Compensation Committee approved a special one-time grant of stock options to certainInvestor section of our Named Executive Officers in consideration of their exceptional service to our company during 2015website for the appropriate contact information.

Compensation Practices and the desire to retain the executive talent necessary to drive toward the achievement of our company's future commercial and research and development goals. With the near-term potential for FDA approval of CABOMETYX in a large cancer indication, the Compensation Committee determined that such grants were appropriate to ensure retention and the continuity of executive management during this critical time in the company's evolution. Then, consistent with our prior practice, in September 2016, as part of our ongoing equity incentive compensation program and following the initial success of the launch of CABOMETYX in advanced RCC, the Compensation Committee granted time-based stock options and RSUs to focus our Named Executive Officers on the company's long-term performance.Governance Highlights

Pay for Performance

Link the compensation of our Named Executive Officers to the success of our corporate goals and stock price appreciation.

Stockholder Alignment

Align the interests of our Named Executive Officers with those of our stockholders through the use of long-term equity incentives.

Compensation Governance

Compensation Committee made up entirely of independent directors.

Compensation Committee engages an independent compensation consultant to advise on executive compensation matters.

Conduct an annual stockholder vote to approve our say-on-pay proposal.

Recoupment (or Clawback) Policy

Ability to recoup variable compensation from senior level employees, including our Named Executive Officers, for their misconduct that causes material harm to the company.

Annual Cash Bonus Amounts Subject to Payment Maximums

Achieved corporate performance percentage and/or individual performance percentage may not exceed 200%.

Equity Plan Features

Apply a maximum7-year term for stock options.

No repricing of underwater stock options without prior stockholder approval.

2017 Plan includes minimum vesting requirements of no less than one year for all types of awards, subject to limited exceptions.

Stock Ownership Guidelines

Apply stock ownership guidelines to directors and executive officers to further align their interests with those of our stockholders.

Change in Control Provisions

No excessive change in control or severance payments.

Provide “double-trigger” change in control benefits.

No taxgross-ups on severance or change in control benefits.

Annual Cash Bonus.2019 Proxy Statement     In February 2017, the Compensation Committee approved the payment of cash bonuses to our Named Executive Officers in amounts ranging from 125% to 157% of the Named Executive Officer's 2016 target cash bonuses, based on the Compensation Committee’s subjective assessment of the achievement of Exelixis' critical business objectives during 2016, and the performance of our Named Executive Officers in the achievement of their respective departmental and individual goals.41



Perquisites, Retirement and Pension Benefits

Named Executive Officers do not receive excessive perquisites or post-termination retirement or pension benefits that are not available to all employees generally.

Prohibition on Hedging and Margin Loans

Prohibit hedging and purchases on margin by executive officers and directors.

Meaningful Limits on Pledging

Limit pledging of our common stock by executive officers and directors to circumstances where the individual can clearly demonstrate the financial capacity to repay the loan without resorting to the pledged securities. No executive officers or directors pledged our common stock during 2018.

Compensation Risk Assessment

Compensation Committee conducts an annual risk assessment of our compensation policies and practices to ensure that our programs are not reasonably likely to have a material adverse effect on us.

Objectives of the Compensation Program

The primary goals of our executive compensation program are to:

†››

Provide market-competitive compensation that attracts, retains and motivates our executive officers to achieve our short- and long-term business objectives;

†››

Align our executive officers’ compensation with the interests of our stockholders; and

†››

Reward our executive officers for their exceptional performance and the success ofin achieving our business.corporate goals.

The success of biopharmaceutical companiesany biotechnology company is significantly influenced by the quality of theirits work forces.force. We believe it is critical to our business that we retain our core team of highly qualified employees, including our Named Executive Officers. As a testament to their high value in the marketplace, large pharmaceutical and biopharmaceuticalbiotechnology companies and strong local competitors have aggressively recruited our executives and other skilled employees, with the most critical positions at our company among those that are the most in demand.employees. In light of these circumstances, each year we design our executive compensation program to help attract and retain highly qualified individuals with relevant experience in the biopharmaceuticalbiotechnology industry to manage the varied aspects of our evolving business.

Compensation Practices and Governance Highlights
Pay for Performance
Link the compensation of our Named Executive Officers to the success of our business objectives
Stockholder Alignment
Align the interests of our Named Executive Officers with those of our stockholders through the use of long-term equity incentives
Compensation Governance
100% independent directors on the Compensation Committee

Compensation Committee meets regularly in executive session without management present

Independent compensation consultant, Compensia, reports directly to the Compensation Committee



Equity Plan Features
Apply a maximum 7-year term for stock options

No repricing of underwater stock options without prior stockholder approval

Proposed 2017 Plan includes minimum vesting requirements of no less than 1 year for all types of awards, subject to limited exceptions

Proposed 2017 Plan includes restrictions on payments of dividends on unvested awards



Change in Control Provisions
No excessive change in control or severance payments

Provide “double-trigger” change in control benefits

No tax gross-ups on severance or change in control benefits




PerquisitesNamed Executive Officers do not receive perquisites
Post-termination/Retirement BenefitsNo post-termination retirement or pension benefits
Prohibition on Hedging, Margin Loans and PledgingProhibit hedging and purchases on margin, and limit pledging of our common stock by executive officers and directors


growing business operations. In fact, our Named Executive Officers have an average tenure of over eleven years with Exelixis, which we believe is evidence of the effectiveness of our compensation program with respect to retention.

How We Determine Executive Compensation

Role of the Compensation Committee, Compensation ConsultantConsultants and Executive Officers in Compensation Decisions

Role of the Compensation Committee

The Compensation Committee is responsible for determiningevaluating and approving the compensation packages offered to our Named Executive Officers. When appropriate, the Compensation Committee will solicit the input of, or present its recommendations on compensation matters for consideration and approval to, the full Board. For example, the Compensation Committee determined that it was appropriate to discuss with, and obtain input from, the Board on 2016 base salary and cash bonus target determinations for each of the Named Executive Officers. The Compensation Committee acts on behalf of the Board in discharging the Board’s responsibilities with respect to overseeing our compensation policies, plans, and programs, and establishing and reviewing general policies relating to compensation and benefits of our employees. The Compensation Committee also administers our equity and other incentive plans.

The Compensation Committee does not delegate any of its functions to others in determining executive compensation.

Role of Compensation Consultants

Under its charter, the Compensation Committee has the authority to obtain the advice and assistance from external consultantsadvisors to assist it in the performance of its duties. In accordance with this authority, the Compensation Committee consults from timeengages external advisors to timeadvise on executive officer compensation, including base salaries, bonus targets and equity compensation, as well as director compensation. These advisors also prepare industry compensation data, assist with external consultants for advicethe development of our peer group, and advise the Compensation Committee on matters relatedbest industry practices and relevant changes to regulations that may impact the Compensation Committee’s decision-making process with regard to executive officer and director compensation for executive officers.determinations. In December 2015,particular, in November 2017, the Compensation Committee retained the consulting firm Compensia, Inc., or Compensia, to compile benchmark biopharmaceuticalbiotechnology industry compensation data for the purpose of developing a peer group and to help us evaluate the compensation of our executive officers and directors against that peer group. The Compensation Committee also received documentary support, including peer group and industry data from Compensia with

42    Exelixis, Inc.

Compensation of Executive Officers | Compensation Discussion and Analysis

respect to base salaries, target annual cash bonuses, and equity compensation. In January 2018, the Compensation Committee retained Compensia to provide a market analysis of executive compensation of our executive officers compared to our peer group. This informationmarket analysis was discussedreviewed with the Compensation Committee and used to guide 2018 base salary and bonus target decisions for our Named Executive Officers. In August 2018, at the request of the Compensation Committee, Compensia also prepared a market analysis of long-term incentive compensation of our executive officers compared to our peer group. This market analysis was reviewed with the Compensation Committee and used to guide annual long-term equity compensation determinations in January 2016 and February 2016 for use in making 2016 executive compensation decisions. September 2018.

The Compensation Committee doesassessed the independence of Compensia pursuant to SEC rules and concluded that the work performed by Compensia for the Compensation Committee had not delegateraised any conflict of its functionsinterest. The Compensation Committee did not engage any other consultants in 2018 with respect to others in determining executive compensation.

and/or director compensation matters, other than Compensia.

Role of Executive Officers

Dr. Morrissey, our President and Chief Executive Officer, also participates in the Compensation Committee’s deliberations with respect to Named Executive Officer compensation other than his own, and is not present during deliberation and voting on his compensation. Each year, Dr. Morrissey and other senior management develop annual corporate business goals for the company, which are reviewed and, subject to their input, approved by the Compensation Committee and the Board. In determining Named Executive Officer compensation recommendations for 2016,2018, our Chief Executive Officer solicited the input of and received documentary support from our senior human resources personnel. The Compensation Committee also received documentary support, including benchmark and industry data, from third-party salary survey sources with respect to base salaries, target annual cash bonuses, and equity compensation. In particular, in August 2016, at the direction of the Compensation Committee, our senior human resources personnel retained Radford, an Aon Hewitt company to provide a market analysis of long-term incentive compensation of our executive officers compared to our peer group that was previously approved by the Compensation Committee based on advice from Compensia. This market analysis was reviewed with the Compensation Committee in September 2016, and used to guide the Compensation Committee's decisions regarding annual long-term equity compensation determinations in September 2016. We do not currently engage any other consultants with respect to executive and/or director compensation matters, other than Compensia and Radford.

Compensation Committee Process

In setting the level of salary, annual cash bonus and equitylong-term incentive compensation for our Named Executive Officers, the Compensation Committee typically considers various factors, including:

the performance of each Named Executive Officer and of the company itself during the prior year;
the criticality of each Named Executive Officer’s skill set;
each Named Executive Officer’s performance and expected future contributions;
market data for our industry and specific peer group;
each Named Executive Officer’s tenure;
the percentage of vested versus unvested equity awards held by each Named Executive Officer; and
the value of the equity awards held by each Named Executive Officer.

››

the performance of the company during the prior year;

››

the performance of each Named Executive Officer during the prior year;

››

the criticality of each Named Executive Officer’s skill set and expected future contributions to our business;

››

the growing complexity of our business resulting in increased workloads and responsibilities of our Named Executive Officers;

››

the appropriate mix of compensation for each Named Executive Officer;

››

the historical salary, cash bonus and percentage of vested versus unvested equity awards held by each Named Executive Officer; and

››

market data, which include competitive information relating to compensation levels for comparable positions in the biotechnology and life sciences sector and for our specific peer group.

The Compensation Committee balances each of these factors against the company’sour cash resources and the critical need to prioritize clinical development and pipeline expansion investments over other expenditures, as well as our aggregate equity burn rate. When establishing each element of a Named Executive Officer’s compensation, the Compensation Committee also typically takes into consideration the officer’s historical salary, cash bonus and equity compensation, as well as his or her total current and potential compensation. Using this process, our Compensation Committee strives to ensure that our executive compensation program as a whole is competitive. Consistent with

Competitive Assessment

A key objective of our executive compensation program is to ensure that the Compensation Committee’s philosophy of maintainingoverall compensation levels that attract and retain the highest caliber executives, and due in large partpackage we provide to our depressed stock price followingexecutive officers is competitive relative to the failure of COMET-1, our phase 3 pivotal trial of cabozantinib in metastatic castration-resistant prostate cancer, to meet its primary endpoint in September 2014,companies with which continued through the February 2016we compete for executive compensation decisions, the Compensation Committee targeted total cash (including salary and cash bonus) at the 75th percentile, and equity compensation at the 50th percentile, of our peer group companies. In determining the amount and mix of compensation



elements and whether each element provides the correct incentives and rewards for performance consistent with our short and long-term goals and objectives, the Compensation Committee relies on its judgment about each individual rather than adopting a formulaic approach to compensatory decisions.
talent. The Compensation Committee believes that it is important when makingconsults with its independent compensation decisionsconsultant, Compensia, to be informeddevelop a peer group of companies to serve as the basis for comparing our executive compensation program to the current practices of comparable publicly-held companies. To this end,market.

Peer Group Development Process and How We Used the Data

The Compensation Committee reviews market data, which include competitive information relating to compensation levels for comparable positions in the biotechnology and life sciences sector.

Peer Companies. In January 2016, the Compensation Committee, in consultation with Compensia, developed a peer companies list to be used as a reference point in assisting the Compensation Committee in setting base salaries, bonus targets and annual equity incentive compensation for 2016. The Compensation Committee intends to review and makemakes adjustments to the composition of the peer group annually, or moreas often as deemed necessary, to account for changes in both our business and the businesses of the companies in the peer group. The Compensation Committee does not have a specific target compensation level for the Named Executive Officers. Instead, we review the practices of our peer group and the general biotechnology market as a reference point to assist us in developing programs designed to attract and retain exceptional talent and drive company performance.

2019 Proxy Statement    43

In developing the 20162018 peer group, the Compensation Committee first considered the significant evolution of our business and meaningful developments atin comparison to the companies included in the2017 peer group utilized for 2015 compensation decisions, as well ascompanies. It also considered what other companies that might constitutemake suitable additions.additions to the 2018 list. The key qualitative and quantitative considerations that influenced the development of the 20162018 peer group were: (1) industry - biotechnology and pharmaceutical companies; (2) therapeutic area, including companies with an oncology product focus, while avoiding the inclusion of companies marketing solely orphan and rare drugs; (3) stage of business, as reflected by the existence of a marketed product; (4) location of headquarters and traded on a major U.S. exchange; (5) market capitalization between 0.25x - 4.0x of our then current market capitalization (approximately $300 million - approximately $5.0 billion); (5) revenue of less than $200 million; and (6) stage of business, as reflected by the existence of a marketed product.

››

industry—including, biotechnology and pharmaceutical companies;

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therapeutic area, including companies with an oncology product focus, while avoiding the inclusion of companies marketing solely orphan and rare disease drugs;

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stage of business, as reflected by the existence of a marketed product;

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location of headquarters and whether the company is traded on a major U.S. exchange;

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market capitalization between 0.25x—4.0x of our then-current market capitalization (approximately $1.9 billion—approximately $30.0 billion); and

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revenue between 0.3x—5.0x of our then revenue (approximately $96 million—approximately $1.6 billion). Due to the limited number of companies that had comparable revenue growth expectations after taking into consideration the possibility that our revenue could grow appreciably due to increased CABOMETYX sales during 2018, the Compensation Committee expanded the top end of the revenue range from 2.0x of current revenue to 5.0x.

Following this analysis, the Compensation Committee, in consultation with management and Compensia identified the following 19 publicly-traded, U.S- U.S—based biotechnology/pharmaceutical companies as our peer group to be used in reviewing compensation for 2016:

2018:

Alnylam

Fiscal 2018 Peer Group

Alkermes Public Limited Company

Ionis Pharmaceuticals, Inc.Intercept Pharmaceuticals, Inc.Portola Pharmaceuticals,OPKO Health, Inc.
ARIAD Pharmaceuticals,

BioMarin Pharmaceutical Inc.

Ironwood Pharmaceuticals, Inc.PTC Therapeutics, Inc.
Array BioPharma, Inc.Ionis Pharmaceuticals, Inc.Seattle Genetics, Inc.
Corcept Therapeutics Incorporated

Bioverativ Inc.

MomentaJazz Pharmaceuticals Inc.Public Limited CompanySupernus Pharmaceuticals, Inc.
Eagle

Clovis Oncology, Inc.

Juno Therapeutics, Inc.TESARO, Inc.

Corcept Therapeutics Incorporated

Ligand Pharmaceuticals IncorporatedThe Medicines Company

Halozyme Therapeutics, Inc.

Nektar TherapeuticsVanda Pharmaceuticals Inc.United Therapeutics Corporation
FibroGen, Inc.Neurocrine Biosciences, Inc.

Incyte Corporation

  
Halozyme Therapeutics, Inc.Ophthotech Corporation 

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Of these companies, only fourten companies (Array BioPharma,(Alkermes Public Limited Company, Corcept Therapeutics Incorporated, Halozyme Therapeutics, Inc., AriadIonis Pharmaceuticals, Inc., Ironwood Pharmaceuticals, Inc., Nektar Therapeutics, Seattle Genetics, Inc., Supernus Pharmaceuticals, Inc. TESARO, Inc. and Nektar Therapeutics)United Therapeutics Corporation) were in our 20152017 peer group. The Compensation Committee did not include in our 20162018 peer group 12nine companies (Aegerion(ACADIA Pharmaceuticals Inc., Arena Intercept

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Compensation of Executive Officers | Compensation Discussion and Analysis

Pharmaceuticals, Inc. and Neurocrine Biosciences, Inc., CelldexAcorda Therapeutics, Inc., Clovis Oncology, Inc., Incyte Corporation, InfinityEagle Pharmaceuticals, Inc., Lexicon Pharmaceuticals, Inc., Merrimack Pharmaceuticals, Inc., Pharmacyclics LLC, Rigel Pharmaceuticals, Inc., SunesisMomenta Pharmaceuticals, Inc. and SyntaVanda Pharmaceuticals, Corp.Inc. and ARIAD Pharmaceuticals, Inc.) that were in our 20152017 peer group, because they did not meetwere either acquired or had a market capitalization or revenue that fell below the criteria set forth above.

selection criteria.

Stockholder Advisory Vote on Executive Compensation. Reference Peer GroupWe provide

In addition to the analysis of the compensation data from the peer group, due to our stockholders with the opportunity to cast an annual advisory vote on our executive compensation program, whichanticipated growth during 2018, the Compensation Committee takes into account when determiningalso reviewed the compensation levels and disclosed program design for executive officers of Biogen Inc., Regeneron Pharmaceuticals, Inc., Shire Plc, Vertex Pharmaceuticals Incorporated and Alexion Pharmaceuticals, Inc. to provide perspective on what executive officer pay would look like at the next stage of growth. We refer to this group of companies as our 2018 reference peer group. The Compensation Committee did not include in our 2018 reference peer group six companies (Endo International plc, United Therapeutics Corporation, Jazz Pharmaceuticals Public Limited Company, Medivation, Inc., BioMarin Pharmaceutical Inc., Incyte Corporation) that were in our 2017 reference peer group, because they were either acquired, already included in our 2018 peer group based on application of the company’sselection criteria or had a market capitalization that fell below the selection criteria for our 2018 reference peer group. The Compensation Committee did not use the 2018 reference peer group to inform any compensation decisions for Named Executive Officers. At our annual meeting of stockholders heldOfficers in May 2016, approximately 95% of the votes present and entitled to vote on the say-on-pay proposal voted in favor of the proposal. Our 2018.

Compensation Committee considered these votes to be an endorsement of the Compensation Committee’s policies and practices and has continued to conduct its review of executive compensation generally consistent with past practice.Elements

Elements of Compensation

Our executive compensation program consists of three principal components: base salary,salary; annual discretionary cash bonus,bonus; and equitylong-term incentive compensation. OurA description and objective(s) for each element of compensation is set forth below:

Element

Description

Objective(s)

Annual Base Salary

Fixed cash compensation to recognize each Named Executive Officer’sday-to-day responsibilities.Provide an appropriate and competitive base level of current cash income for Named Executive Officers.

Annual Cash Bonus

Variable cash compensation based on performance againstpre-determined corporate goals.

Align our Named Executive Officer’s compensation with our annual corporate goals.

Enable us to reward Named Executive Officers who fulfill or exceed performance expectations.

Long-Term Incentive Compensation

RSUs (or PSUs, if performance-based)

Variable share-based compensation, subject to either time-based vesting or performance-based vesting based on the achievement of key commercial, product development and pipeline expansion goals.

Align the interests of our Named Executive Officers’ with those of our stockholders.

Promote retention, including during periods of stock price volatility common to biotechnology companies.

Motivate our Named Executive Officers to achieve long-term corporate performance objectives.

Stock Options

Variable share-based compensation whereby value is derived from appreciation in stock price.

Align the interests of our Named Executive Officers with those of our stockholders.

Motivate our Named Executive Officers to aggressively pursue our critical business objectives, because stock options only have value if the value of our company as reflected by our stock price increases over time.

2019 Proxy Statement    45

Other Compensation

In addition to the primary elements of compensation described above, our Named Executive Officers are also eligible to participate, on the same basis as other employees, in our 401(k) Retirement Plan, our employee stock purchase plan (ESPP) and other benefit programs generally available to all employees. These programs are intended to providetax-beneficial ways to save toward retirement, promote health and wellness and encourage stock ownership. Our Named Executive Officers currently do not receive any perquisites.

The Compensation Committee has not established any formal policies or guidelines for allocating compensation between current and long-term incentive compensation, or between cash and non-cash compensation. The Compensation Committee uses its judgment in determining an appropriate mix of current and long-term incentive compensation, and cash and


non-cash compensation for our Named Executive Officers, that it believes appropriate to achieve the compensation and corporate objectives described above.
Base Salary. We pay a base salary to each of our Named Executive Officers to provide an appropriate and competitive base level of current cash income. The Compensation Committee reviews annually each Named Executive Officer’s base salary and sets salary generally based on the criticality of such officer’s skill set, past performance and expected future contributions, the market data for our industry and specific peer group, tenure, and market pressures, with each of these factors balanced against consideration of our cash resources and other elements of the officer’s compensation.
Annual Cash Bonus. We pay annual cash bonuses to our Named Executive Officers as an incentive to encourage superior performance, align the Named Executive Officers’ compensation with our business objectives, and to enable us to retain and reward executive officers who fulfill or exceed performance expectations. Our Compensation Committee determines bonus targets (expressed as a percentage of base salary) based on the seniority of the applicable position. The bonus targets are reviewed annually by the Compensation Committee, taking into consideration market data for our industry and specific peer group. Actual cash bonuses are discretionary, subject to the achievement of company-wide and, other than for our Chief Executive Officer, applicable department or individual performance objectives. The Compensation Committee does not follow rigid percentage allocations or other guidelines related to the portion of each Named Executive Officer’s annual cash bonus tied to company-wide, department or individual performance components, but instead exercises its discretion based on its assessment of each officer’s individual performance and department and company factors. Whether or not a bonus is paid for any year is solely within the discretion of our Compensation Committee. The actual bonus awarded in any year, if any, may be more or less than the target, depending on individual performance and the achievement of our company-wide objectives, as well as other factors, including our cash resources.
Equity Incentive Compensation. We have granted, and intend to continue to grant, stock options and RSUs, and potentially other types of equity incentive awards, to align our Named Executive Officers’ compensation with achievement of the company’s most important business objectives and its long-term performance, thereby linking their compensation to the interests of our stockholders. The Compensation Committee believes that stock options are an effective equity-based tool to motivate our Named Executive Officers to pursue these critical company interests aggressively, because options only have value if the value of our company as reflected by our stock price increases over time. Stock options are also the most common long-term incentive instrumenteligible to participate in use at our peer companies. Another commonly utilized long-term incentive compensation instrument is RSUs. The Compensation Committee believes that RSUs are another effective instrument for employee retention, and that they also have incentive value since the value of RSUs increase as our stock price increases over time. RSUs are also generally less dilutive to our stockholders than stock options. Further, RSUs continue to have incentive value even in the event of a severe stock price decline, unlike stock options that can lose their incentive value in such an event. Because of the overall importance to our success of aggressively pursuing our strategic goals, as well as effectively managing our cash resources, a significant portion of the Named Executive Officers’ total compensation typically has consisted of, and is expected to continue to consist of, equity-based awards.
Change in Control and Severance Benefit Plan. We have adopted a Change in Control and Severance Benefit Plan, in which all ofa compensation program that incentivizes our Named Executive Officers participate, to maintain the competitiveness of our executive compensation program and to remove or at least reduce an executive’s potential personal bias against a takeover attempt. It also provides incentives to our executive officers to remain with our company, and objectively evaluate and facilitate an acquisition of our company should consideration of such a transaction be determined appropriate by the Board and in the best interests of our stockholders. A description of this plan is set forth below under the heading “Potential Payments Upon Termination or Change-in-Control.” This plan is a double-trigger plan, in which each participant receives benefits under the plan only if the participant is terminated without cause or is constructively terminated in connection with a change in control, rather than a single-trigger plan, in which each participant would receive benefits under the plan if a change in control occurs or the participant resigns for any reason after a change in control. We adopted a double-trigger plan because it protects the participants from post-change in control events that are not related to the participants’ performance, encourages them to stay throughout a transition period in the event of a change in control, and does not provide for benefits for a participant who remains with the surviving company in a comparable position. The Compensation Committee believes that, together, these benefits are also an important elementdriver of the Named Executive Officers’ retention and motivation and are consistent with compensation arrangements provided in a competitive market for executive talent, and that the benefits of such severance rights agreements, including generally requiring a release of claims against us as a condition to receiving any severance benefits are in our best interests.talent.
Other Benefits. We have a 401(k) Retirement Plan in which substantially all

Element

Description

401(k) Plan

Named Executive Officers contribute their own funds, as salary deductions, on apre-tax orafter-tax basis, subject to plan and government limits. We matchpre-tax and Roth 401(k) contributionsdollar-for-dollar up to $8,500 in each calendar year, in the form of Exelixis common stock.

Employee Stock Purchase Plan

Our ESPP allows for Named Executive Officers to purchase shares of our common stock at a price equal to the lower of 85% of the closing price on the first day of thesix-month offering period or 85% of the closing price on the final day of such offering period, subject to specified limits.

Health Care, Dental and Vision Benefits

Subject to applicable laws, these health and welfare benefits are available to all eligible employees, including our Named Executive Officers.

Change in Control and Severance Benefit Plan (1)

Double-trigger plan, in which each participant receives plan benefits only if the participant is terminated without cause or is constructively terminated in connection with a change in control. We adopted a double-trigger plan because it protects the participants from post-change in control events that are not related to the participants’ performance, encourages them to stay throughout a transition period in the event of a change in control, and does not provide for benefits for a participant who remains with the surviving company in a comparable position.

To ensure our best interests, the plan requires a release of claims against us as a condition to receiving any severance benefits.

(1)

A description of the Change in Control and Severance Benefit Plan is set forth below under the heading “Potential Payments Upon Termination or Change in Control.”

46    Exelixis, Inc.

Compensation of Executive Officers are entitled to participate. Employees contribute their own funds, as salary deductions, on a pre-tax basis. Contributions may be made up to plan limits, subject to government limitations. We match 100% of the first 3% of employee contributions, in the form of Exelixis stock. Our employee stock purchase plan allows| Compensation Discussion and Analysis

Compensation Mix

The Compensation Committee has not established any formal policies or guidelines for eligible employees to purchase shares of our common stock at a price equal to the lower of 85% of the closing price at the beginning of the offering periodallocating compensation between annual and long-term incentive compensation, or 85% of the closing price at the end of each six month purchase period, subject to specified limits. We provide health care, dentalbetween cash andnon-cash



vision benefits to all full-time employees, including our Named Executive Officers. These and other standard heath and welfare benefits are available to all eligible employees, subject to applicable laws. We provide these benefits because we believe they are consistent and competitive with the market practices of our peers.
2016 Compensation Decisions
Through compensation. Instead, through our compensation program, we seekthe Compensation Committee seeks to align pay and performance. To that end, a significant portion of our Named Executive Officers’ compensation is “at risk” because it is variable, performance-based and in large part dependent on the success of our company.At-risk compensation includes long-term equity basedfor 2018 included stock option awards, the value of which depends on increases in the price of our common stock, PSUs and annual incentive cash bonuses, which requirerelate to the overall level of achievement of pre-establishedour company performance goals and, other than for Dr. Morrissey, department oreach Named Executive Officer’s individual contributions toward the achievement of such performance goals. The following charts highlight the 2018 pay mix for our Chief Executive Officer and all of our other Named Executive Officers as a group.

Chief Executive Officer

Pay Mix1

87%

88% of CEO 20162018 Compensation is ConsideredAt-Risk

All Other Named Executive Officers (as a group)

Pay Mix1

76%

82% of All Other Named Executive Officers (as a group) 20162018 Compensation is ConsideredAt-Risk

ceocharta03.jpg
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1

1

Percentages calculated from values reported in the 2018 Summary Compensation Table

2018 Compensation Decisions

In 2018, we achieved significant corporate and financial milestones that helped fuel the 2016 Summarygrowth of our organization. The Compensation Table

Committee believes that the 2018 compensation of our employees, including our Named Executive Officers, reflects not only those achievements, but also encourages appropriate efforts towards the achievement of our future commercial, product development and pipeline expansion goals.

20162018 Base Salaries

In considering the appropriate level of base salaries for our Named Executive Officers, the Compensation Committee did not apply a formula, but rather employed a holistic analysis emphasizing:

››

the individual contribution of the Named Executive Officer to our exceptional 2017 commercial, regulatory and financial achievements;

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the criticality of each Named Executive Officer’s skill set and relative expected future contributions to our business;

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the growing complexity of our business resulting in increased workloads and responsibilities of each of our Named Executive Officers; and

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other competing business priorities for our company that require substantial investment.

2019 Proxy Statement    47

The Compensation Committee also considered the base salaries of similarly situated executives at our 2018 peer group companies for an understanding of whether our compensation program is competitively positioned to retain our highly qualified Named Executive Officers. Following such analysis, in February 2016,2018, the Compensation Committee determined that each Named Executive Officer should receive an increase in theirhis or her base salary over 2015. for 2018 as follows:

Name

    2017 Base
Salary		     2018 Base
Salary		   Percentage
Increase		 

Michael M. Morrissey, Ph.D. (1)

    $901,000     $955,060    6.00% 

Gisela M. Schwab, M.D. (2)

    $636,000     $680,520    7.00% 

Christopher J. Senner (3)

    $567,000     $601,020    6.00% 

Jeffrey J. Hessekiel, J.D. (4)

    $511,045     $536,597    5.00% 

Peter Lamb, Ph.D. (5)

    $476,100     $497,525    4.50% 

(1)

Dr. Morrissey’s base salary increase was the result of the strength of our overall corporate performance during 2017, including our clinical and regulatory achievements and commercial success of CABOMETYX. Dr. Morrissey was also viewed as critical to our advancement toward our goal to become a fully integrated biotechnology company focused on the discovery, development and commercialization of oncology products.

(2)

Dr. Schwab’s base salary increase was the result of her strong leadership of our product development and medical affairs organizations and her performance with respect to the execution of our product development goals in 2017, particularly with respect to the FDA’s approval of CABOMETYX as a treatment for patients with previously untreated advanced RCC, positivetop-line results from CELESTIAL, support of cabozantinib worldwide regulatory filings by collaboration partners, and the initiation of multiple clinical trials of cabozantinib in combination with immunotherapy agents. Dr. Schwab’s leadership was also viewed as critical to our ability to execute on our 2018 product development goals, including with respect to regulatory filings, late-stage clinical trial initiation, the continued broad evaluation of cabozantinib and anticipated organizational growth.

(3)

Mr. Senner’s base salary increase was the result of his leadership of our finance organization and his performance with respect to the execution of our financial goals in 2017, particularly with respect to the repayment of all of our outstanding debt. Mr. Senner’s leadership was also viewed as critical to our ability to execute on our 2018 fiscal management objectives.

(4)

Mr. Hessekiel’s base salary increase was the result of his leadership of our legal and compliance organizations and his performance with respect to our business and legal goals in 2017, particularly with respect to the resolution of our arbitration with Genentech. Mr. Hessekiel’s leadership was also viewed as critical to our ability to ensure the continued strength of our compliance program during a period of anticipated growth.

(5)

Dr. Lamb’s base salary increase was the result of his leadership of our research and discovery organization and his performance with respect to our pipeline development goals, particularly with respect to the progress on the license and collaboration agreement with StemSynergy and the rebuilding of our discovery organization. Dr. Lamb’s leadership was also viewed as critical to our efforts to expand our product pipeline beyond cabozantinib.

2018 Annual Cash Bonuses

In reaching these decisions,February 2018, the Compensation Committee did not apply a formula, but rather a holistic analysis emphasizing: (1)approved the performance of the executive relativeAnnual Cash Bonus Plan, an annual incentive program designed to provide our 2015 business and financial achievements; (2) the value of the executive to the future of the company; and (3) the importance of setting base salaries at a level that would make them competitive with the base salaries of similarly situated executives at our peer companies. The Compensation Committee also considered an analysis provided by Compensia which indicated that while these base salaries, in comparison to the compensation of comparable officers of our 2016 peer group companies, were above the 75th percentile for all executives (except Dr. Lamb, who was between the market 50th and 75th percentile), total direct compensation was generally aligned with the 50th percentile.The adjusted base salaries forsenior management team, including our Named Executive Officers, with incentives and rewards for 2016 are as follows:working to achieve the strongest possible performance againstpre-determined

Name 2015 Base Salary 2016 Base Salary Percentage Increase
Michael M. Morrissey, Ph.D. $800,000 $850,000 6.25%
Christopher J. Senner $500,000 $540,000 8.00%
Jeffrey J. Hessekiel, J.D. $465,750 $489,038 5.00%
Peter Lamb, Ph.D. $423,519 $460,000 8.61%
Gisela M. Schwab, M.D. $550,181 $600,000 9.06%

2016 corporate goals, while also enhancing our ability to attract and retain highly talented individuals. Under our Annual Cash Bonuses
In February 2016,Bonus Plan, Named Executive Officers are eligible to receive an annual performance-based cash bonus award, the amount of which is based on apre-set target percentage of the Named Executive Officer’s annual base salary earned during the year. The Compensation Committee is responsible for establishing the bonus target percentages, as well as the relative percentage contributions of corporate performance and individual performance. For each Participant, the amount of the cash bonus award for each fiscal year depends upon our achievement of applicable corporate performance goals established by the Compensation Committee with inputfor that year, and, as applicable, an assessment of each Named Executive Officer’s individual performance. The corporate performance goals under the Annual Cash Bonus Plan may be based on criteria such as the following: sales or commercial goals; research, development and clinical activities; financial metrics, including revenue, cash flow and net income, cash balance, operating expenses and stock price performance; hiring, retention, development of plans and other operational goals; commercial, clinical and strategic collaborations and alliance management; acquisitions and licensing or partnering

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Compensation of Executive Officers | Compensation Discussion and Analysis

transactions; manufacturing and supply goals; quality goals; regulatory goals; and government affairs and public policy goals. Individual performance may be assessed by the Compensation Committee based on the individual participant’s contributions toward the achievement of our corporate performance goals, department goals for the participant’s area of responsibility, or other individual goals derived from or related to our corporate performance goals. For any year, the Board, determined 2016 target annual cash bonusesachieved corporate performance percentage and/or individual performance percentage may exceed 100% in the event the company or the Named Executive Officer exceeds the targeted level of achievement of the applicable goals, provided that neither percentage may exceed 200%.

Bonus Targets

Bonus targets (expressed as a percentage of base salary) are based on the seniority of the applicable position. They are reviewed annually by the Compensation Committee, taking into consideration competitive market data. In February 2018, the Compensation Committee determined 2018 target annual cash bonuses should remain at the same levels as 2015 (i.e., 60%2017 for Dr. Morrissey, and 45% for each of the otherall Named Executive Officers other than Dr. Morrissey (i.e., 50% for Dr. Schwab whose 2016 target discretionary bonus was increased to 50% in connection with her promotion to President, Product Development and Medical Affairs45% for each of Messrs. Senner and Chief Medical Officer)Hessekiel and Dr. Lamb). The Compensation Committee’s decision regarding 20162018 target bonuses was based on its subjective assessment that



the percentages of base salaries previously established were appropriate and continued to align us competitively with our 2018 peer group. In reaching its determination, the Compensation Committee reviewed anA review of a market analysis prepared by Compensia that indicated that these 2016with a bonus target discretionary annualof 75%, Dr. Morrissey’s target total cash bonuses, in comparisoncompensation fell below the 50th percentile of market peers. In order to better align his total cash compensation with those of comparablechief executive officers of the 2016companies included in our 2018 peer group companies, were betweenand in recognition of his greater role in determining the 50thcourse of, and 75th percentile for all executives, except Dr. Morrissey, who was belowability to influence the 50th percentile and Dr. Lamb who was atfuture of the 50th percentile. The target bonus amounts forcompany, as well as the critical importance of his leadership to the company’s cash bonuses are intended to serve as general guidelines forachievement of its 2018 business and financial objectives, the determination of actual bonuses and are not designed to set formulaic payout levels. The Compensation Committee determined it would not be appropriateapproved an increase to apply an objective formulaic approach during a period of such rapid changeDr. Morrissey’s 2018 target annual bonus to 100%.

Corporate Goal Development and evolution for the company.

Weighting

In connection with establishing the bonus program for 2016,2018, the Compensation Committee reviewed management’s proposed commercial, researchproduct development, pipeline development, finance, legal and development and general businessfacilities goals and recommended them to the Board for approval. In February 2016,2018, the Board then reviewed and approved the proposed company goals for 2016, which consisted of the following:

Secure regulatory approval for cabozantinib in previously treated patients with advanced RCC in U.S. and European Union with optimal label, including OS, results;
Execute successful commercial launch for CABOMETYX2018, as identified in the U.S., with a launch readiness date of April 1, 2016;
Complete tablet manufacturing activities to enable timely CABOMETYX launch and ensure uninterrupted supply of commercial product post-launch;
Execute ex-U.S. partnership for cabozantinib or secure a mechanism for effective ex-US distribution;
Develop life-cycle management plan for cabozantinib and strategy for expanding our pipeline beyond cabozantinib;
Identify in-licensing or acquisition opportunities and define plan for a restart of discovery efforts; and
Manage cash balance to effectively maintain operations through 2017.
table below. In selecting these goals, the Compensation Committee and the Board believed that they were appropriate drivers for our business, as they provided a balance between the efforts necessary to obtain regulatory approval andcontinue to execute on a successful commercial launch for CABOMETYX in advanced RCC, further our cabozantinib development program and generate further growth inexpand our business,product pipeline, all while maintaining a solid financial position, which together, would enhance stockholder value. At the time the 2018 corporate performance goals were set, the Compensation Committee and management believed that such goals were challenging and achieving them would require not only continued strong commercial performance, research and product development success, and prudent fiscal and legal management, but also a high level of effort and execution on the part of our Named Executive Officers.

The Compensation Committee also applied a performance weighting to each goal relative to the overall performance of the company to reflect the prioritization of key business objectives. Additionally, a weighting between corporate performance and individual performance was also applied for each Named Executive Officer to reflect the level of impact such individual would be able to make on the overall corporate performance. The relative weighting for each corporate goal and corporate versus individual performance is as follows:

Corporate Performance Goals

  

Weighting

(%)

      

Named Executive Officer

  

Weighting of

Corporate

Performance

Goals

   

Weighting of

Individual

Performance

Assessment

 

Commercial

   40%    

Michael M. Morrissey, Ph.D.

   100%    0% 

Product Development

   30%    

Gisela M. Schwab, M.D.

   60%    40% 

Pipeline Development

   20%    

Christopher J. Senner

   60%    40% 

Finance, Legal and Facilities

   10%    

Jeffrey J. Hessekiel, J.D.

   50%    50% 

Total

   100%    

Peter Lamb, Ph.D.

   60%    40% 

2019 Proxy Statement    49

Performance Evaluation

During 2016,2018, management reported regularly to the Compensation Committee and the Board on the status of the company’s performance against these goals, including in formal meetings in February, May, September and December. In February 2017,2019, the Compensation Committee and the Board evaluated the company’s performance in relation to the 20162018 goals, as well as, the department and individual objectives applicable toother than for Dr. Morrissey, each Named Executive Officer (other than Dr. Morrissey, whose annual bonus is based solely on company performance goals). TheOfficer’s individual contribution to the achievement of those goals. As further described below, the Compensation Committee concluded that 20162018 was a year of meaningful accomplishments during which managementthe company partially met, met or exceeded alleach of the goals, and notedas highlighted by the followingcorporate achievements in particular:

Entered into an exclusive licensing agreement with Ipsen to commercialize current and potential future cabozantinib indications outside of the United States and Japan;
Received FDA approval for CABOMETYX as a treatment for patients with advanced RCC who have received prior anti-angiogenic therapy on April 25, 2016, with OS results includedidentified in the table below.

   PERFORMANCE OBJECTIVES ACHIEVEMENTS EVALUATION TARGET % PAYOUT %

    Commercial

 

 

40%

 

 

50%

 

  Exceed cabozantinib franchise net product revenue target established by the Board 

››   Generated cabozantinib franchise net product revenue of $619.3 million during 2018.

 Exceeded    
 Implement a comprehensive and rigorous launch strategy for CABOMETYX in the first-line (1L) RCC indication 

››   Implemented 1L RCC tactical plan immediately upon FDA approval of CABOMETX as a treatment for 1L RCC.

 

››   Improved CABOMETYX position in marketplace relative to competitors, despite launch of competing products, according to brand marketplace metrics.

 

››   As of September 2018, CABOMETYX became the VEGFR-targeting tyrosine kinase inhibitor (TKI) of choice in RCC, as reflected by IQVIA National Prescription AuditTM data.

 Exceeded    
 Implement launch readiness plan for potential second-line (2L) HCC indication 

››   Overall launch readiness was completed on November 5, 2018, including HCC staffing and the completion of an HCC commercial strategy plan.

 Met    

50United States Package Insert    Exelixis, Inc.

Compensation of Executive Officers ;|

Shipped the first bottles of CABOMETYX to wholesalers Compensation Discussion and pharmacies on April 28, 2016, within three days following FDA approval;
Analysis

   PERFORMANCE OBJECTIVES ACHIEVEMENTS EVALUATION TARGET % PAYOUT %

    Product Development and Medical Affairs

 

 

30%

 

 

40%

 

 File sNDA for CABOMETYX as a treatment for 2L HCC based on CELESTIAL clinical trial results in the first quarter of 2018 

››   Filed sNDA with the FDA on March 15, 2018; the FDA subsequently approved CABOMETX as a treatment for patients with previously treated HCC on January 14, 2019.

 Met    
 Initiate at least 2 late stage studies of cabozantinib alone or in combination with immune checkpoint inhibitors (ICI) in renal, bladder, liver, or thyroid cancer indications 

››   InitiatedCOSMIC-311, evaluating cabozantinib as a monotherapy (thyroid) in October 2018 andCOSMIC-312 (liver) in December 2018.

 

››   Supported The Alliance for Clinical Trials in Oncology’s (The Alliance) initiation of a phase 3 trial evaluating cabozantinib in neuroendocrine tumors. The Alliance is conducting the trial through our Cooperative Research and Development Agreement with the National Cancer Institute’s Cancer Therapy Evaluation Program.

 

››   Extensive planning for the initiation of additional phase 3 trials in renal and bladder cancer planned for 2019.

 

››   Finalized launch preparedness efforts in line with regulatory timelines for a potential approval of CABOMETYX as a treatment for patients with previously treated advanced HCC.

 

 Exceeded    
 Continue the broad evaluation of cabozantinib in other tumor types through internally and externally-sponsored studies 

››   Managed or supported 77 active or planned studies, including those administered through our internal and clinical partner sponsored development program, our Cooperative Research and Development Agreement with National Cancer Institute’s Cancer Therapy Evaluation Program and our investigator sponsored trial program.

 

››   Studies are evaluating cabozantinib as a single agent and in combination with other therapies, including ICIs, in a variety of tumor types such asnon-small cell lung cancer, endometrial cancer, head and neck cancer, RCC, HCC and urothelial carcinoma.

 Met    
 Add additional full-time employees across the product development team in accordance with the 2018 budget approved by the Board 

››   100% of planned hires for 2018 had either started, accepted offers or were in the offer process.

 Met    
  Support cabozantinib worldwide regulatory filings by cabozantinib partners 

››   Supported Ipsen’s receipt of regulatory approvals in the EU and throughout the world for CABOMETYX as a 1L treatment for advanced RCC and 2L treatment for HCC by providing filing documents and assistance in responding to regulatory inquiries.

 

››   Assisted Takeda Pharmaceutical Company Limited’s with its clinical development activities in Japan in support of potential future regulatory filings for CABOMETYX in both RCC and HCC.

 Exceeded    

Received EC approval for CABOMETYX as a treatment of advanced RCC in adults following prior vascular endothelial growth factor targeted therapy, with OS results included in the2019 Proxy Statement    Summary of Product Characteristics51; 

Initiation, by Ipsen, of the commercial launch of CABOMETYX following EC approval, with Ipsen's first commercial sales occurring in Germany in November 2016;
Generated $93.5 million in net product revenue from sales of CABOMETYX in the U.S. during 2016;
Retrieved and analyzed CABOSUN data from The Alliance to support a potential sNDA submission for cabozantinib as a treatment for patients with first-line advanced RCC;
Continued execution on our broad development program to explore the clinical potential of cabozantinib in other tumor types;
Resumed focused and measured internal drug discovery efforts with the goal of identifying novel and promising therapeutic candidates to advance into clinical trials;
Hired key personnel to lead our business development activities;


Experienced stock price appreciation by 164% between 2015 and 2016;
Final fiscal 2016 cash balance of $479.6 million; and
Progress on business development activities towards a partnership for cabozantinib commercialization and development in Japan.
   PERFORMANCE OBJECTIVES ACHIEVEMENTS EVALUATION TARGET % PAYOUT %

    Pipeline Development

 

 

20%

 

 

20%

 

 Complete two early-stage oncologyin-licensing deals (not including StemSynergy) 

››   Conducted a worldwide landscape review of oncology opportunities, followed by due diligence efforts, site visits and early stage partnering discussions for multiple preclinical and clinical stage oncology assets, resulting in the execution of an exclusive license and collaboration agreement with Invenra on May 2, 2018.

 Partially met    
 Complete buildout of internal discovery team per 2018 budget 

››   Hired the necessary FTEs to enable substantial internal discovery work, conducted multipleproof-of-concept experiments and advanced programs to preclinical development.

 Exceeded    
  Advance two discovery programs to development candidate (DC) status and initiate good laboratory practice (GLP) toxicology studies for one DC 

››   Completed GLP toxicology study and filed an IND with the FDA for XL092 in December 2018.

 

››   Profiled additional late stage analogues that did not reach DC status byyear-end.

 Partially met    

    Finance, Legal and Facilities

 

 

10%

 

 

15%

 

 Manage cash balance to a target established by the Board and manage operating expenses within the agreed budget and subsequent forecasts 

››   Managed operating expenses to $415.0 million and ended fiscal 2018 with a cash balance of $851.6 million.

 Exceeded    
 Integrate and implement compliance into all aspects of organizational activities 

››   Appropriately managed business risks and operated in compliance with applicable laws, regulations, and guidance.

 Met    
 Complete buildout and move into Alameda facility by end of June 2018 

››   Completed the renovation and buildout of new corporate headquarters in Alameda, California in June 2018 and successfully relocated our employee base in the same month.

 Met  
      
      TOTAL 100% 125%

The Compensation Committee did not assign any weightingalso recognized the individual contributions, other than for Dr. Morrissey, toward achievement of specific company, departmental or individualthe corporate goals in making its assessmentand the combined contribution of overall performance, but rather made its assessment of performance against the goals from a holistic perspective. In reviewing the company's 2016 achievements,our Named Executive Officers and cohesive management effort that led to these 2018 corporate achievements. Specifically, the Compensation Committee determined thatconsidered the company as a wholefollowing contributions from each Named Executive Officer, other than Dr. Morrissey:

››

Dr. Schwab’s overall leadership of our product development and medical affairs organizations and her performance with respect to the execution of our product development goals in 2018, particularly regarding the filing and acceptance of our sNDA with the FDA for cabozantinib as a treatment for patients with previously treated HCC, the initiation ofCOSMIC-311 andCOSMIC-312, support of cabozantinib worldwide regulatory filings by collaboration partners, and the oversight of a rapidly growing Product Development organization;

››

Mr. Senner’s overall leadership of our finance organization and his performance with respect to the execution of our financial goals in 2018, particularly regarding our disciplined expense management;

››

Mr. Hessekiel’s overall leadership of our legal and compliance organizations and his performance with respect to fulfillment of our business and legal goals in 2018, particularly regarding the integration and implementation of compliance throughout a rapidly expanding organization; and

››

Dr. Lamb’s overall leadership of our research and discovery organization and his performance with respect to our pipeline development goals in 2018, particularly regarding the rebuilding of our discovery organization, research progress made with respect to potential development candidates, the filing of an IND with the FDA for XL092 and the execution of our license and collaboration agreements with StemSynergy and Invenra.

52    Exelixis, Inc.

Compensation of Executive Officers | Compensation Discussion and eachAnalysis

In consideration of our overall performance during 2018 and the contributions of our Named Executive Officers had performed exceptionally well,to such performance, in February 2019, pursuant to the terms and on February 27, 2017,conditions of the Annual Cash Bonus Plan, the Compensation Committee approved annual cash bonus payments for each Named Executive Officer as reflected in excess of the target amounts as follows:

Name 
2016 Target Cash Bonus
(% of 2016 Base Salary)
 
2016 Bonus Payout
(% of 2016 Target Cash Bonus)
 2016 Bonus Payout
Michael M. Morrissey, Ph.D. 60% 157% $800,000
Christopher J. Senner 45% 125% $303,750
Jeffrey J. Hessekiel, J.D. 45% 125% $275,084
Peter Lamb, Ph.D. 45% 125% $258,750
Gisela M. Schwab, M.D. 50% 125% $375,000

The Compensation Committee approved a higher 2016 targettable below.

When determining the annual cash bonus payoutpayment for Dr. Morrissey (relative to the other Named Executive Officers) due to his position as President and Chief Executive Officer and in recognition of his outstanding leadership across the organization, including guiding our company through a highly successful CABOMETYX commercial launch.

2016 Equity Incentive Awards
2016 Special Equity Incentive Compensation. In February 2016, the Compensation Committee approved a special one-time grant of stock options to Drs. Morrissey, Lamb and Schwab, in consideration of their exceptional service to our company during 2015 and the desire to retain the executive talent necessary to drive toward the achievement of our company's future commercial and research and development goals, including the commercial launch of CABOMETYX in advanced RCC. The Compensation Committee determined that such grants were appropriate to ensure the continuity of executive management during this critical time in the company's evolution. In determining the size of the award for each of these Named Executive Officers,particular, the Compensation Committee considered a numberour meaningful accomplishments in 2018 and level of factors, including an assessmentachievement of individual performance, the individual’s overall contributions and the company's equity reserve at that time.pre-determined corporate goals. However, the Compensation Committee did not use a formula whenalso considered that it determined the size of the award. Rather, it used a subjective approach,is Dr. Morrissey’s responsibility to create stockholder value, and awarded the special equity grants at levels it believed in its judgment were appropriate and would help to align the interests of these particular Named Executive Officers with those ofbecause our stockholders. On February 11, 2016,stock price declined during 2018, the Compensation Committee used its discretion, as provided for in consultation with the Board, approvedAnnual Cash Bonus Plan, to reduce Dr. Morrissey’s 2018 cash bonus below the following grantslevel of the overall corporate performance. Dr. Morrissey’s annual cash bonus payment is also reflected in the table below.

   Name

 

2018

Base

Salary

  

2018

Target

Award

(%)

  

2018

Corporate

Performance

Weighting

(%)

  

2018

Approved

Corporate

Performance

(%)

  

2018

Individual

Performance

Weighting

(%)

  

2018

Individual

Performance

(%)

  

2018

Annual Cash

Bonus Payout

(% of Target

Award)

  

2018

Annual

Cash Bonus

Payout

($)

 
  Michael M. Morrissey, Ph.D. $955,060   100%   100%   125%   N/A   N/A   105%  $1,000,000 
  Gisela M. Schwab, M.D. $680,520   50%   60%   125%   40%   155%   137%  $466,156 
  Christopher J. Senner $601,020   45%   60%   125%   40%   125%   125%  $338,074 
  Jeffrey J. Hessekiel, J.D. $536,597   45%   50%   125%   50%   125%   125%  $301,836 
  Peter Lamb, Ph.D. $497,525   45%   60%   125%   40%   160%   139%  $311,202 

2018 Long-Term Incentive Awards

Because of our goal to align executive compensation and performance that advances our critical business objectives, a significant portion of the Named Executive Officers identified below:

NameNumber of Shares Subject to Time-Based Stock Options
Michael M. Morrissey, Ph.D.150,000
Peter Lamb, Ph.D.40,000
Gisela M. Schwab, M.D.75,000
The stock options have an exercise priceOfficers’ total compensation typically has consisted of, $4.20 per share,and is expected to continue to consist of, equity-based awards. In evaluating the fair market valuemix of our common stock on the date of grant, and expire seven years from the date of grant or earlier upon termination of service with us. The stock options vest over a four year period following the date of grant. Vesting of these stock options will cease upon termination of service as an employeeequity awards for any reason. The Named Executive Officers identified in the table above are party to our Change in Control and Severance Benefit Plan, which provides for acceleration of vesting of the award in the event of certain specified change in control events involving us, for the reasons discussed above.
2016 Ongoing Equity Grants. In September 2016,2018, the Compensation Committee reviewedconsidered market trends, as well as feedback from stockholders and proxy advisory firms, and determined that a combination of stock options and PSUs would be the annual equity compensation awardsmost appropriate incentive structure for our Named Executive Officers for 2016. In determiningto reward performance over time and achieve our retention objectives.

Allocation of Long-Term Incentive Awards

For 2018, the Compensation Committee intended to deliver approximately 50% of the value of each Named Executive Officer’s equity award in the form of equity incentive grants for the Named Executive Officers, the Compensation Committee:




evaluated the status of equity incentive awards held by the Named Executive Officers to assess the retention and incentive values of those awards, since the majority of performance targets tied to the vesting of outstanding performance-based stock options issued toand 50% of the Named Executive Officers in 2014 and 2015 had been met;
determined the appropriate size and value of new equity incentive awards for our Named Executive Officers, taking into consideration the need to be competitive in the market to retain the talent required to ensure a successful commercial launchform of CABOMETYX and expand our product pipeline; and
determined the grant ofPSUs (except for Mr. Hessekiel who received a mix of 75%65% stock options and 25% RSUs,35% PSUs) and applied a 2 to align our1 ratio of stock option grants to PSUs, in order to mitigate dilution and to reflect the increased value of receiving shares at full value. The mix for each Named Executive Officer's interests withOfficer took into consideration both peer practices and market data, as well as, in the interestscase of our stockholders, while allowing usMr. Hessekiel, his ability to minimize dilution and deliver an appropriate level of compensation within the constraints of our available equity.

When determining the appropriate size and value of equity incentive awards, management asked Radford to provide guidance with respect to implementing a program that would incentivize our Named Executive Officers to drive towardimpact the achievement of key company prioritiescorporate objectives in his position as Executive Vice President and increase stockholder value overGeneral Counsel relative to the long-term, while maintaining competitive market practices and being mindfulrest of the company's available equity. The Compensation Committee reviewed materials provided by Radford and determined that, to be both impactful and within acceptable share use limits, grants should be sized at approximately the 50th percentile of our peer group for each of our Named Executive Officers. In September 2016, the Compensation Committee approved the following grants to the Named Executive Officers:Officers.

2019 Proxy Statement    53

Name Number of Shares Subject to Time-Based Stock Options Number of Shares Subject to RSUs
Michael M. Morrissey, Ph.D. 360,000 60,000
Christopher J. Senner 120,000 20,000
Jeffrey J. Hessekiel, J.D. 97,500 16,250
Peter Lamb, Ph.D. 97,500 16,250
Gisela M. Schwab, M.D. 120,000 20,000

LOGO

(1)

Performance criteria for the PSU awards are described in the table below.

(2)

Dr. Morrissey’s stock option is subject to a market performance condition as further described below.

The stock options for each of the Named Executive Officers other than for Dr. Morrissey, have an exercise price of $14.74$18.80 per share, the fair market value of our common stock on the date of grant (September 22, 2016)10, 2018), and expire seven years from the date of grant or earlier upon termination of service with us. Dr. Morrissey's stock option has an exercise price of $15.31, the fair market value of our common stock on the date of grant (September 26, 2016). All of the stock options vest over a four yearfour-year period following the grant datedate. Dr. Morrissey’s stock option is also subject to a market performance condition and will not be exercisable until the RSUsclosing market price of our common stock is equal to or greater than 125% of the exercise price of the option over a period of at least 30 consecutive calendar days.

The PSUs granted to Named Executive Officers were allocated among five separate awards and only vest annually over approximately a four yearupon the achievement of certain commercial, clinical development and pipeline expansion performance targets, as described below. The Compensation Committee selected these performance targets because they represent the critical business objectives for which the Named Executive Officers are responsible, thereby linking executive compensation with continued long-term success for the company. Additional detail about each performance target will be disclosed at the end of the relevant performance period, followingas disclosing the specific, numerical target before that time could be competitively harmful to the company.

PSU

Grant #

Business FocusPerformance TargetFactors Considered to Establish Rigorous
Performance Targets

1

CommercialCabozantinib global net product revenue target in a single quarter

Requires successful execution of our cabozantinib commercial strategy, such that we achieve or exceed internal benchmarks for performance derived from product sales forecasts and predictions of competitive market dynamics

2

CommercialCabozantinib global net product revenue target over four consecutive quarters

Requires successful execution of our cabozantinib commercial strategy, such that we achieve or exceed internal benchmarks for performance derived from product sales forecasts and predictions of competitive market dynamics

3

DevelopmentInitiation of a target number of potentially label-enabling clinical trials for cabozantinib (both alone or in combination with another therapy)

Requires successful execution of the cabozantinib clinical development and regulatory program by the company and its clinical collaboration partners

54    Exelixis, Inc.

Compensation of Executive Officers | Compensation Discussion and Analysis

PSU

Grant #

Business FocusPerformance TargetFactors Considered to Establish Rigorous
Performance Targets

4

DevelopmentAchievement of either (I) full target enrollment, as specified in the applicable clinical trial protocol, or (II) positivetop-line results, in each case with respect to a target number of potentially label-enabling clinical trials for cabozantinib (both alone or in combination with another therapy)

Requires significant operational progress on the cabozantinib clinical development program by the company and its clinical collaboration partners, along with positive results from ongoing and planned cabozantinib clinical trials

5

PipelineApproval or acceptance by the FDA of a target number of IND applications (or equivalent filings with foreign governmental authorities) with respect to product candidates that have either (x) been discovered by us or(y) in-licensed or acquired by us

Requires successful execution of our internal drug discovery research program, as well as successful execution of our strategy for the identification, in-licensing or acquisition of promising early-stage product candidates and their advancement to IND status

Each PSU will vest as to 50% of the original number of shares subject to the award upon the Compensation Committee’s certification that we have achieved the performance target and 50% of the original number of shares subject to the award on the first quarterly vesting date (i.e., February 15th,15th, May 15th,15th, August 15th15th and November 15th)15th) following the dateone-year anniversary of grant. the Compensation Committee’s certification. Failure to achieve a performance target by December 31, 2021 will result in forfeiture of 100% of the applicable PSU award.

Vesting of these stock options and RSUsPSUs will cease upon termination of service as an employee for any reason. The Named Executive Officers are party to our Change in Control and Severance Benefit Plan, which provides for acceleration of vesting of the award in the event of certain specified change in control events involving us, for the reasons discussed above. In addition, following certain change in control events wherein the PSU awards are assumed by the surviving entity, the PSU awards will convert to time-based vesting and vest annually over a three-year period following the grant date.

Value of Long-Term Incentive Awards

When determining the appropriate value of equity incentive awards, the Compensation Committee asked Compensia to provide guidance with respect to implementing a program that would incentivize our Named Executive Officers to drive toward the achievement of key company priorities and increase stockholder value over the long-term, while maintaining competitive market practices and being mindful of the Chief Executive Officercompany’s equity burn rate.

As part of the decision-making process, the Compensation Committee considered the challenges of managing a rapidly expanding organization, as well as our need to retain a cohesive management team to facilitate the continued commercial success of CABOMETYX, and the achievement of product development and pipeline expansion objectives that would position the company for 2016

future success. The Compensation Committee also believed it was important that the value of the equity awards continue to reflect the individual performance of each Named Executive Officer during the 2018 fiscal year to date and the Board considered thecriticality of each Named Executive Officer’s skill set and expected future contributions to our business. Taking these factors into consideration and criteria described under the heading “2016 Compensation Decisions” above in determining Dr. Morrissey’s totalapplying Compensia’s market analysis of long-term incentive compensation for 2016. The Compensation Committee increased Dr. Morrissey’s base salary for 2016 by 6.25% over his 2015 base salary and kept his target cash bonus at 60% of base salary, which is higher than the targets for the otherour Named Executive Officers duecompared to his position as Chief Executive Officer andour 2018 peer group, the critical role he plays at the company. This percentage has not changed since 2011 and reflects Dr. Morrissey’s greater role in determining the course, and ability to influence the future, of the company. The Compensation Committee determined that Dr. Morrissey’s 2016 bonus payout at approximately 157%the value of target bonus, or approximately 94%the aggregate equity awards granted to each of his base salary for 2016 dueour Named Executive Officers should be between the 50th and 75th percentile of market peers and in September 2018, approved the grants to his outstanding leadershipthe Named Executive Officers summarized in driving the achievements discussed above undertable below. The actual share amounts granted to each executive officer were determined by dividing the heading “—2016 Cash Bonuses.” In February 2016, in consideration for his exceptional service to our company and the desire to retain Dr. Morrissey to lead our company through the commercial launch of CABOMETYX as a treatment for patients with advanced RCC,value the Compensation Committee in consultation withintended to deliver by the Board, granted to Dr. Morrissey30-day average trailing stock price (as of a time-based stock option to purchase 150,000 shares of our common stock at an exercise price of $4.20, subject to our standard vesting schedule over a four year period followingdate shortly before the date of grant. In September 2016, as part of our company-wide ongoing equity compensation program, the Compensation Committee granted Dr. Morrissey (i) a time-based stock option to purchase 360,000 shares of our common stock and (ii) 60,000 RSUs, which awards were substantially larger than those made to our other Named Executive Officers, given his positiongrant date) in the companycase of PSUs and applying a Black-Scholes option pricing model calculation using the other factors described above. The option has an exerciseaverage share price, in the case of $15.31 and is subjectstock options.A 30-day average share price was used, rather than a single day share price, in order to our standard vesting schedule overprovide a four year period followingmore stabilized share value less susceptible to possible swings in the date of grant and the RSU vests annually over approximately a four year period following the first quarterly vesting date (i.e., February 15market.

2019 Proxy Statement    th55

Name

  Number of Shares
Subject to Time-
Based Stock
Options		   

Number of Shares
Subject to Time- and
Performance-

Based Stock

Options

     Number of Shares
Subject to PSUs		 

Michael M. Morrissey, Ph.D.

   —    308,365      154,923 

Gisela M. Schwab, M.D.

   129,314    —      64,968 

Christopher J. Senner

   129,314    —      64,968 

Jeffrey J. Hessekiel, J.D.

   129,314    —      34,983 

Peter Lamb, Ph.D.

   124,341    —      62,469 

, May 15th, August 15th and November 15th) following the date of grant.



Other Compensation Information

Timing of Equity Awards

Grants

Annual grants of equity awards to our executive officers, including our Named Executive Officers, are generally determined and approved at our pre-scheduled Compensation Committee meetings, whenever practicable.with such meeting date typically serving as the grant date. However, the Compensation Committee may otherwisesometimes approve the grant of equity awards to executive officers and other employees in advance of its next scheduled meeting, either at a special meeting or by unanimous written consent, in connection with acertain new hire, promotion,hires, promotions and other circumstances where the Compensation Committee deems it appropriate to make such grants. The grant dates for these equity awards are typically the same date that a newly hired officer begins employment or the effective date of an officer’s promotion, as applicable. Grants made to new hires below the level of Vice President, are approved on a monthly basis by our Equity Award Committee, comprised solely of Dr. Morrissey, acting in his capacity as a director pursuant to authority delegated to him by the Compensation Committee. All stock options are granted with an exercise price that is not less than the closing price of our common stock on The NASDAQNasdaq Global Select Market on the grant date. It is our policy not to purposely accelerateWe have no plan or delay the public release of material information in consideration of a pending equity grant to allow the grantee to benefit from a more favorable stock price. We recognize that a release of information in close proximity to an equity grant may appear to be an effortpractice to time option grants in coordination with the announcementrelease ofnon-public information, and we do not time the release ofnon-public information to a grantee’s benefit (even if no such benefit was intended). Accordingly, it isaffect the value of executive compensation.

Stock Ownership Guidelines

In February 2018, the Board adopted Stock Ownership Guidelines for our policy thatNamed Executive Officers in order to further align their financial interests with those of our management team makes a good faith effortstockholders, as well as to advisepromote sound corporate governance. The Stock Ownership Guidelines for our Named Executive Officers provide for ownership targets as follows:

Position

Ownership Level

Chief Executive Officer

Lesser of 160,000 shares or a value equivalent to 5 times annual base salary

Other Named Executive Officers

Lesser of 25,000 shares or a value equivalent to 1.5 times annual base salary

In considering appropriate guidelines for our executive officers and directors, the Compensation Committee whenever itreviewed a market analysis of stock ownership guidelines of our 2018 peer group. The approved guidelines provide for a “lesser of” approach to address stock price volatility often experienced by biotechnology companies.

All Named Executive Officers are expected to achieve their stock ownership targets within five years of becoming subject to these guidelines. The policy includes procedures for granting exemptions in the case of severe financial hardship. In determining ownership levels for each Named Executive Officer under our Stock Ownership Guidelines, credit is aware that material non-public informationprovided for shares held outright (including shares owned through trusts, our 401(k) Plan, or by a spouse), as well as 50% of the number of vested, but unexercised, stock options. No credit is plannedprovided for RSUs until they vest. The values for all shares determined to be releasedheld by Named Executive Officers are based on the200-day average stock price as of the measurement date. As of February 12, 2019, all of our Named Executive Officers had met the required ownership targets.

“Clawback” Policy

We are dedicated to maintaining a culture of high integrity and accountability, and to discourage conduct harmful to our business and the interests of our various stakeholders. On February 28, 2019, upon recommendation from the Compensation Committee, the Board approved aPolicy for Recoupment of Variable Compensation (Clawback Policy) that applies to all forms of compensation, except base salary, granted after the adoption of the Clawback Policy. A triggering event under the

56    Exelixis, Inc.

Compensation of Executive Officers | Compensation Discussion and Analysis

Clawback Policy shall occur when a covered employee (which includes all Named Executive Officers):

LOGO

For clarity, “material harm” includes, but is not limited to, the public in close proximityrequirement to prepare an accounting restatement for any fiscal quarter or year commencing after adoption of the grant of equity awards.

“Clawback”Clawback Policy
The Compensation Committee has not yet established a policy to recover bonuses from our executive officers if the performance objectives that led to a bonus determination were to be restated, or found not to have been met to the extent originally believed by the Compensation Committee. As a public company, if we are required to restate our financial results due to our material noncompliance with any financial reporting requirements underrequirement. If triggered, then to the federal securities laws as a result of misconduct, our Chief Executive Officer and Chief Financial Officerfullest extent permitted by law, we may be legally requiredrecoup all variable compensation granted or paid to reimburse us for any bonus or other incentive-based or equity-based compensation they receive,the covered employee during each fiscal year in accordance withwhich the provisions of Section 304 of the Sarbanes-Oxley Act of 2002. Further, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or Dodd-Frank Act, requires that the SEC promulgate rules which would require that, in the event we are required to restate our financial statements, we “claw back” any bonuses paid based on financial performance that would not have been paid if based on the restated financial performance. The SEC has not yet finalized its “claw back” rules. We expect that the Compensation Committee and Board will re-evaluate the potential adoption of a “claw back” policy after any such rules are promulgated.
covered employee’s “misconduct” occurred.

Accounting and Tax Considerations

Under FASB ASC 718, we are required to estimate and record an expense for each award of equity compensation (including stock options, RSUs and RSUs)PSUs) over the vesting period of the award. As long as stock options, RSUs and RSUsPSUs remain the sole components of our long-term compensation program, we expect to record stock-based compensation expense on an ongoing basis according to ASC 718. Compensation expense relating to awards subject to performance conditions is recognized if it is probable that the performance goals will be achieved. The probability of achievement of such goals is assessed on a quarterly basis. The Compensation Committee has considered, and may in the future consider, the grant of restricted stock to our executive officers in lieu of stock option grants, RSU and/or RSUPSU awards.

Section 162(m) of the Code, as amended by the Tax Cuts and Jobs Act, limits our deductionthe deductibility for federal income tax purposes to not more than $1 million of compensation paid to certain executive officers“covered employees” in a calendar year. Compensation abovePrior to the recent enactment of the Tax Cuts and Jobs Act, compensation that qualified as “performance-based compensation” under Section 162(m) of the Code was not subject to this deduction limitation. Pursuant to the Tax Cuts and Jobs Act, this exception for “performance-based compensation” under Section 162(m) of the Code was repealed with respect to taxable years beginning after December 31, 2017, except that certain transition relief is provided for compensation paid pursuant to a written binding contract which was in effect on November 2, 2017, and which was not modified in any material respect on or after such date. As a result, compensation paid to any of our “covered employees” in excess of $1 million mayper taxable year generally will not be deducted ifdeductible unless, among other requirements, it is “performance-based compensation.” Our Compensation Committee has not yet established a policy for determining which forms of incentive compensation awardedintended to our executive officers should be designatedqualify, and is eligible to qualify, as “performance-based compensation.” To maintain flexibility in compensating our executive officers in a mannercompensation” under Section 162(m) of the Code pursuant to the transition relief provided by the Tax Cuts and Jobs Act. Certain equity awards issued prior to the transition date were designed to promote our objectives,permit us to qualify for the performance-based exception, but because of certain ambiguities and uncertainties as to the application and interpretation of Section 162(m) of the Code and the regulations issued thereunder, as well as other factors beyond the control of the Compensation Committee, has not adopted a policyno assurance can be given that requires allany compensation topaid by the company will be deductible. However,eligible for such transition relief and be deductible by the company in the future. Although the Compensation Committee intendswill continue to evaluate the effects of theconsider tax implications as one factor in determining executive compensation, limits of Section 162(m) on any compensation it proposes to grant, and the Compensation Committee intendsalso looks at other factors in making its decisions and retains the flexibility to provide future compensation for the Named Executive Officers in a manner consistent with ourthe goals of the company’s executive compensation program and the best interests of the company and those of our stockholders.

its stockholders, which may include providing for compensation that is not deductible by the company due to the deduction limit under Section 162(m). The Compensation Committee also retains the flexibility to modify compensation that was initially intended to be exempt from the deduction limit under Section 162(m) if it determines that such modifications are consistent with the company’s business needs.

Compensation Policies and Practices as They Relate to Risk Management

In 2016,2018, the Compensation Committee reviewed our compensation policies and practices and concluded that the mix and design of these policies and practices are not reasonably likely to encourage our employees to take excessive risks. In connection with its evaluation, the Compensation Committee considered, among other things, the structure, philosophy and

2019 Proxy Statement    57

design characteristics of our primary incentive compensation plans and programs in light of our risk management and governance procedures, as well as other factors that may calibrate or balance potential risk-taking incentives. Based on this assessment, the Compensation Committee concluded that risks arising from our compensation policies and practices for all employees, including executive officers, are not reasonably likely to have a material adverse effect on us.

Forward-Looking Statements

This CD&A contains forward-looking statements, including, without limitation, statements related to: Exelixis’ expectation that MINNEBRO will soon enter the marketplace in Japan; Exelixis’ goal to become a fully integrated biotechnology company; the potential for the treatment market for HCC to grow significantly in the coming years; the potential of cabozantinb as a treatment option for patients with radioactive iodine-refractory DTC who have progressed after prior VEGFR-targeted therapy; the potential for Ipsen to make future regulatory submissions outside of the U.S. and Japan in HCC, based on the results of COSMIC-312; the anticipated organizational growth of Exelixis; Exelixis’ plans to initiate additional phase 3 trials in renal and bladder cancer in 2019; the potential for Takeda Pharmaceutical Company Limited to make future regulatory filings for CABOMETYX in Japan in both RCC and HCC indications; and other statements that are not historical fact. Any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements and are based upon Exelixis’ current plans, assumptions, beliefs, expectations, estimates and projections. Forward-looking statements involve risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in the forward-looking statements as a result of these risks and uncertainties, which include, without limitation: the degree of market acceptance of CABOMETYX, COMETRIQ, COTELLIC and MINNEBRO in the territories where they are approved, and the availability of sufficient coverage and adequate reimbursement for these products; the effectiveness of CABOMETYX, COMETRIQ, COTELLIC and MINNEBRO in comparison to competing products; the level of costs associated with Exelixis’ commercialization, research and development, in-licensing or acquisition of product candidates, and other activities; the potential failure of cabozantinib, cobimetinib, esaxerenone and other Exelixis product candidates, both alone and in combination with other therapies, to demonstrate safety and/or efficacy in clinical testing; uncertainties inherent in the drug discovery and product development process; Exelixis’ dependence on its relationships with its collaboration partners, including their pursuit of regulatory approvals for partnered compounds in new indications, their adherence to their obligations under relevant collaboration agreements and the level of their investment in the resources necessary to complete clinical trials or successfully commercialize partnered compounds in the territories where they are approved; risks and uncertainties related to regulatory review and approval processes; Exelixis’ continuing compliance with applicable legal and regulatory requirements; unexpected concerns that may arise as a result of the occurrence of adverse safety events or additional data analyses of clinical trials evaluating cabozantinib, cobimetinib or esaxerenone; Exelixis’ dependence on third-party vendors for the manufacture and supply of its products; Exelixis’ ability to protect its intellectual property rights; market competition, including the potential for competitors to obtain approval for generic versions of Exelixis’ marketed products; changes in economic and business conditions; and other factors discussed under the caption “Risk Factors” in Exelixis’ Annual Report on Form 10-K filed with the SEC on February 22, 2019, and in Exelixis’ future filings with the SEC. All forward-looking statements in this CD&A are based on information available to Exelixis as of the date of this Proxy Statement, and Exelixis undertakes no obligation to update or revise any forward-looking statements contained herein.

58    Exelixis, Inc.



Compensation of Executive Officers |Summary of Compensation

Summary of Compensation

The following table shows for the fiscal years ended December 28, 2018, December 29, 2017 and December 30, 2016 January 1, 2016 and January 2, 2015 (referred to as fiscal years 2016, 20152018, 2017 and 2014,2016, respectively), compensation awarded to, paid to or earned by our Chief Executive Officer, our Chief Financial Officer, and our other three most highly compensated executive officers in 2016,2018, which we refer to as our “Named Executive Officers.”

Summary Compensation Table for Fiscal 2016

Name and Principal Position Year (1) 
Salary
($)(2)
 
Bonus
($)(3)
 
Stock
Awards
($)(4)
 
Option
Awards
($)(5)
 
All Other
Compensation
($)
 
Total
($)
Michael M. Morrissey, Ph.D. 2016 841,154
 800,000
 918,600
 3,700,434
 7,950
 6,268,138
President and Chief 2015 824,423
 480,001
(6)—
 2,693,750
 9,326
 4,007,500
Executive Officer 2014 755,192
 —
 —
 1,378,800
 7,800
 2,141,792
Christopher J. Senner* 2016 532,923
 303,750
 294,800
 1,062,084
 7,950
 2,201,507
Executive Vice President and 2015 226,923
(7)225,002
(6)366,000
 1,809,593
 —
 2,627,518
Chief Financial Officer              
Jeffrey J. Hessekiel, J.D. 2016 484,918
 275,084
 239,525
 862,943
 —
 1,862,470
Executive Vice President, General 2015 480,332
 209,588
(6)—
 1,062,021
 —
 1,751,941
Counsel and Secretary 2014 380,769
(8)—
 —
 1,657,536
 —
 2,038,305
Peter Lamb, Ph.D. 2016 453,546
 258,750
 239,525
 967,207
 7,950
 1,926,978
Executive Vice President, 2015 437,199
 190,588
(6)—
 1,028,921
 9,464
 1,666,172
Scientific Strategy and Chief 2014 407,042
 —
 —
 490,240
 7,800
 905,082
Scientific Officer              
Gisela M. Schwab, M.D. 2016 591,186
 375,000
 294,800
 1,257,579
 8,511
 2,527,076
President, Product Development 2015 565,800
 275,092
(6)—
 1,358,996
 7,950
 2,207,838
and Medical Affairs and Chief 2014 513,906
 —
 —
 612,800
 7,800
 1,134,506
Medical Officer              
____________________

Name and Principal Position

 Year
(1)		  Salary
($)(2)		  Bonus
($)(3)		  Non-Equity
Incentive Plan
Compensation
($)(4)		  Stock
Awards
($)(5)		  Option
Awards
($)(6)		  All Other
Compensation
($)		  

Total

($)

 

Michael M. Morrissey, Ph.D.

  2018   945,080   —   1,000,000   2,912,552   3,111,403   8,500   7,977,535 

    President and Chief

  2017   891,781   675,750   —   1,952,800   5,911,152   8,100   9,439,583 

    Executive Officer

  2016   841,154   800,000   —   918,600   3,700,434   7,950   6,268,138 

Gisela M. Schwab, M.D.

  2018   672,301   ���   466,156   1,221,398   1,227,500   8,500   3,595,855 

    President, Product Development

  2017   629,493   318,000   —   1,830,750   1,847,235   8,100   4,633,578 

    and Medical Affairs and Chief

  2016   591,186   375,000   —   294,800   1,257,579   8,511   2,527,076 

    Medical Officer

                                

Christopher J. Senner

  2018   594,740   —   338,074   1,221,398   1,227,500   8,500   3,390,212 

    Executive Vice President and

  2017   562,120   255,150   —   1,525,625   1,539,363   8,100   3,890,358 

    Chief Financial Officer

  2016   532,923   303,750   —   294,800   1,062,084   7,950   2,201,507 

Jeffrey J. Hessekiel, J.D.

  2018   531,880   —   301,836   657,680   1,227,500   8,500   2,727,396 

    Executive Vice President and

  2017   507,067   229,970   —   1,220,500   1,231,490   7,076   3,196,103 

    General Counsel

  2016   484,918   275,084   —   239,525   862,943   —   1,862,470 

Peter Lamb, Ph.D.

  2018   493,570   —   311,202   1,174,417   1,180,295   8,500   3,167,984 

    Executive Vice President,

  2017   473,190   214,245   —   1,342,550   1,354,639   8,100   3,392,724 

    Scientific Strategy and Chief

  2016   453,546   258,750   —   239,525   967,207   7,950   1,926,978 

    Scientific Officer

                                

*Mr. Senner joined Exelixis in July 2015.
(1)

The compensation reflected in the Summary Compensation Table reflects a52-week period for each of fiscal 2016, 52-week period for fiscal 2015,2018, 2017 and a 53-week period for fiscal 2014.2016.

(2)

The amount in this column represents the amount actually paid to each Named Executive Officer for fiscal 2016.2018. For information regarding 20162018 base salaries, please see “Compensation Discussion and Analysis--2016Analysis—2018 Compensation Decisions--2016Decisions—2018 Base Salaries.”

(3)

The amount in this column represents discretionary cash bonuses awarded for services rendered during the indicated fiscal years by the Named Executive Officers (equity was issuedOfficers.

(4)

The amount in lieuthis column represents cash bonuses awarded under our Annual Cash Bonus Plan in fiscal 2018 based on the Compensation Committee’s assessment of cash for bonuses for 2015).the achievement ofpre-determined corporate goals. For a description of the company’s cash bonus program,Annual Cash Bonus Plan for fiscal 2018, see “Compensation Arrangements--AnnualDiscussion and Analysis—2018 Compensation Decisions—2018 Annual Cash Bonuses” following the Grants of Plan Based Awards table. The company does not maintain a “Non-Equity Incentive Plan” as defined in applicable SEC rules.above.

(5)
(4)

Amounts shown in this column reflect the aggregate grant date fair value in the indicated fiscal year for the RSU and PSU awards as computed in accordance with FASB ASC 718. The assumptions used to calculate the value of RSU and PSU awards are set forth in Note 107 of the Notes to Consolidated Financial Statements included in our Annual Report on Form10-K for the fiscal year ended December 30, 2016,28, 2018, filed with the SEC on February 27, 2017.22, 2019. With respect to PSU awards granted during fiscal 2018, the grant date fair values presented in the table assume achievement of the highest level of performance conditions and exclude estimates of forfeiture.

(6)
(5)

Amounts shown in this column do not reflect compensation actually received or amounts that may be realized in the future by the Named Executive Officers. The amounts shown reflect the aggregate grant date fair value in the indicated fiscal years for option awards as computed in accordance with FASB ASC 718. The assumptions used to calculate the value of option awards are set forth in Note 107 of the Notes to Consolidated Financial Statements included in our Annual Report on Form10-K for the fiscal year ended December 30, 2016,28, 2018, filed with the SEC on February 27, 2017.22, 2019. The grant

2019 Proxy Statement    59

date fair values presented in the table for the performance-based option awards assume achievement of the highest level of performance conditions and excludesexclude estimates of forfeiture. There can be no assurance that the stock option awards will ever be exercised (in which case no value will actually be realized by the executive) or that the value on exercise will be equal to the FASB ASC 718 value shown in this column.
(6)Represents the aggregate grant date fair value for the RSU award issued to the Named Executive Officer in lieu of a cash bonus for 2015 as computed in accordance with FASB ASC 718. The assumptions used to calculate the value of


the RSU award is set forth in Note 10 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 30, 2016, filed with the SEC on February 27, 2017.
(7)Mr. Senner's base salary for 2015 was $500,000 per year. The amount shown represents the amount of salary he was actually paid in fiscal 2015, taking into account his start date in July 2015.
(8)Mr. Hessekiel’s base salary for 2014 was $450,000 per year. The amount shown represents the amount of salary he was actually paid in fiscal 2014, taking into account his start date in February 2014.

Grants of Plan-Based Awards

The following table shows for the fiscal year ended December 30, 2016,28, 2018, certain information regarding grants of plan-based awards to the Named Executive Officers:

Grants of Plan-Based Awards in Fiscal 20162018

      Estimated Future
Payouts Under
Non-Equity Incentive
Plan Awards (1)		  Estimated Future
Payouts Under
Equity Incentive
Plan Awards		  

All other
option
awards:
Number of
Securities
Underlying
Options

(#)(2)

     

Grant Date
Fair Value of
Stock and
Option
Awards
($)(3)

 
 Grant Date  Threshold
($)		  Target
($)		  Maximum
($)		  Threshold
(#)		  Target
(#)		  Maximum
(#)		  Exercise or
Base Price
of Option
Awards
($/Sh)		 

Michael M. Morrissey, Ph.D.

  09/10/2018         308,365(4)   18.80   3,111,403 
  09/10/2018      12,394(5)   24,788(5)   24,788(5)     466,015 
  09/10/2018      18,590(6)   37,181(6)   37,181(6)     699,003 
  09/10/2018      11,619(7)   23,238(7)   23,238(7)     436,874 
  09/10/2018      11,619(8)   23,238(8)   23,238(8)     436,874 
  09/10/2018      23,239(9)   46,478(9)   46,478(9)     873,786 
   N/A   —     955,060   1,910,120                         

Gisela M. Schwab, M.D.

  09/10/2018         129,314   18.80   1,227,500 
  09/10/2018      5,197(5)   10,395(5)   10,395(5)     195,426 
  09/10/2018      7,796(6)   15,592(6)   15,592(6)     293,129 
  09/10/2018      4,872(7)   9,745(7)   9,745(7)     183,206 
  09/10/2018      4,872(8)   9,745(8)   9,745(8)     183,206 
  09/10/2018 ��    9,745(9)   19,491(9)   19,491(9)     366,431 
   N/A   —     340,260   680,520                         

Christopher J. Senner

  09/10/2018         129,314   18.80   1,227,500 
  09/10/2018      5,197(5)   10,395(5)   10,395(5)     195,426 
  09/10/2018      7,796(6)   15,592(6)   15,592(6)     293,129 
  09/10/2018      4,872(7)   9,745(7)   9,745(7)     183,206 
  09/10/2018      4,872(8)   9,745(8)   9,745(8)     183,206 
  09/10/2018      9,745(9)   19,491(9)   19,491(9)     366,431 
   N/A   —     270,549   540,918                         

Jeffrey J. Hessekiel, J.D.

  09/10/2018         129,314   18.80   1,227,500 
  09/10/2018      2,998(5)   5,997(5)   5,997(5)     112,744 
  09/10/2018      4,498(6)   8,996(6)   8,996(6)     169,125 
  09/10/2018      2,499(7)   4,998(7)   4,998(7)     93,962 
  09/10/2018      2,499(8)   4,998(8)   4,998(8)     93,962 
  09/10/2018      4,997(9)   9,994(9)   9,994(9)     187,887 
   N/A   —     241,469   482,937                         

60    Exelixis, Inc.

 Grant Date Approval Date(1) 
All other stock awards: Number of Shares of Stock or Units
(#)
 
All other option awards: Number of Securities Underlying Options
(#)(2)
 
Exercise
or Base
Price of
Option
Awards
($/Sh)
 
Grant
Date Fair
Value of Stock and
Option
Awards
($)(3)
Michael M. Morrissey, Ph.D.2/11/2016   114,286
(4)    480,001
 2/11/2016     150,000
 4.20
 390,990
 9/26/2016     360,000
 15.31
 3,309,444
 9/26/2016   60,000
(5)    918,600
Christopher J. Senner2/11/2016   53,572
(4)    225,002
 9/22/2016 9/21/2016   120,000
 14.74
 1,062,084
 9/22/2016 9/21/2016 20,000
(5)    294,800
Jeffrey J. Hessekiel, J.D.2/11/2016   49,902
(4)    209,588
 9/22/2016 9/21/2016   97,500
 14.74
 862,943
 9/22/2016 9/21/2016 16,250
(5)    239,525
Peter Lamb, Ph.D.2/11/2016   45,378
(4)    190,588
 2/11/2016     40,000
 4.20
 104,264
 9/22/2016 9/21/2016   97,500
 14.74
 862,943
 9/22/2016 9/21/2016 16,250
(5)    239,525
Gisela M. Schwab, M.D.2/11/2016   65,498
(4)    275,092
 2/11/2016     75,000
 4.20
 195,495
 9/22/2016 9/21/2016   120,000
 14.74
 1,062,084
 9/22/2016 9/21/2016 20,000
(5)    294,800
____________________

Compensation of Executive Officers | Grants of Plan-Based Awards

      Estimated Future
Payouts Under
Non-Equity Incentive
Plan Awards (1)		  Estimated Future
Payouts Under
Equity Incentive
Plan Awards		  

All other
option
awards:
Number of
Securities
Underlying
Options

(#)(2)

     

Grant Date
Fair Value of
Stock and
Option
Awards
($)(3)

 
 Grant Date  Threshold
($)		  Target
($)		  Maximum
($)		  Threshold
(#)		  Target
(#)		  Maximum
(#)		  Exercise or
Base Price
of Option
Awards
($/Sh)		 

Peter Lamb, Ph.D.

  09/10/2018         124,341   18.80   1,180,295 
  09/10/2018      4,997(5)   9,995(5)   9,995(5)     187,906 
  09/10/2018      7,496(6)   14,993(6)   14,993(6)     281,868 
  09/10/2018      4,685(7)   9,370(7)   9,370(7)     176,156 
  09/10/2018      4,685(8)   9,370(8)   9,370(8)     176,156 
  09/10/2018      9,370(9)   18,741(9)   18,741(9)     352,331 
   N/A   —   223,886   447,773                         

(1)Reflects

The dollar amount represents the datetarget and maximum amounts of each Named Executive Officer’s potential annual cash bonus award pursuant to our Annual Cash Bonus Plan for the fiscal year ended December 28, 2018. The amounts shown under “Target” reflects the applicable target payment under the Annual Cash Bonus Plan if (i) we achieved 100% of thepre-determined corporate performance goals established by the Compensation Committee determinedfor fiscal 2018, and (ii) as applicable, each Named Executive Officer’s individual performance percentage was assessed at 100% by the Compensation Committee with respect to make the grant, such grant to be effective on the grant date designated in the columnhis or her contributions to the left, atachievement of these corporate performance goals. The amounts shown under “Maximum” reflects the fair market value onapplicable maximum payment under the grant date. The grant date was designated atAnnual Cash Bonus Plan if (i) we achieved 200% of the time ofpre-determined corporate performance goals established by the Compensation Committee’s action. If no date appears in this columnCommittee for a particular grant,fiscal 2018, and (ii) as applicable, each Named Executive Officer’s individual performance percentage was assessed at 200% by the date of approval is the same as the date of grant, as reflected in the columnCompensation Committee with respect to his or her contributions to the left.achievement of these corporate performance goals; provided, however, that neither the corporate performance percentage nor the individual performance percentage may exceed 200% in any given year. Since the Annual Cash Bonus Plan is entirely performance-based, the minimum possible payment under the Annual Cash Bonus Plan is zero. For more information regarding our Annual Cash Bonus Plan, please see “Compensation Discussion and Analysis—2018 Compensation Decisions—2018 Annual Cash Bonuses” above.

(2)

The option award was granted pursuant to our 20142017 Plan and expires seven years from the date of grant or earlier upon termination of service. The option will vest as to 1/4th of the original number of shares subject to the option on theone-year anniversary of the grant date and will continue to vest thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date. Vesting is subject to acceleration as described under the caption “—Potential Payments Upon Termination or Change-in-Control”Change in Control” below.

(3)

Amounts shown in this column do not reflect compensation actually received or amounts that may be realized in the future by the Named Executive Officers. The amounts shown in this column reflect the aggregate grant date fair value in fiscal year 20162018 for the option award or the RSUtarget PSU award as computed in accordance with FASB ASC 718. The assumptions used to calculate the value of the option awards and the RSUPSU awards are set forth in Note 107 of the Notes to Consolidated Financial Statements included in our Annual Report on Form10-K for the fiscal year ended December 30, 2016,28, 2018, filed with the SEC on February 27, 2017.22, 2019. There can be no assurance that the stock option award will ever be exercised (in which case no value will actually be realized by the executive) or that the value on exercise will be equal to the FASB ASC 718 value shown in this column.



exercised (in which case no value will actually be realized by the executive) or that the value on exercise will be equal to the FASB ASC 718 value shown in this column. For the RSU, FASB ASC 718 uses the fair market value based on the date of grant and typically vests this expense over approximately four years.

(4)RSU

The option award was granted pursuant to our 20142017 Plan and vested in full onexpires seven years from the date of grant. This award was in lieugrant or earlier upon termination of cash bonus for services rendered in fiscal 2015.

(5)
RSU award was granted pursuant to our 2014 Plan.service. The RSU awardoption will vest as to 1/4th of the shares subject to the RSU award on November 15, 2018 and thereafter as to 1/4th of the original number of shares subject to the RSU awardoption on theone-year anniversary of the grant date and will continue to vest thereafter as to 1/48th of the original number of shares subject to the option on each succeeding November 15th thereafter until fully vested. Vested shares will be delivered to the Named Executive Officer on the vesting date, provided that delivery may be delayed pursuant to the termsmonthly anniversary of the award agreement.grant date. However, the option will not be exercisable until the closing market price of our common stock is equal to or greater than 125% of the exercise price of the option over a period of at least 30 consecutive calendar days. Vesting is subject to acceleration as described under the caption “—Potential Payments Upon Termination or Change-in-Control”Change in Control” below.

(5)

The PSU award was granted pursuant to our 2017 Plan. The PSU award will vest as to (i) 50% of the original number of shares subject to the award upon the Compensation Committee’s certification that Exelixis has achieved a quarterly net product revenue target, and (ii) 50% of the original number of shares subject to the award on the first quarterly vesting date (i.e. February 15th, May 15th, August 15th and November 15th) following theone-year anniversary of the Compensation Committee’s certification. Failure to achieve the aforementioned performance target by December 31, 2021 will result in forfeiture of 100% of the PSU award, and vesting is subject to acceleration as described under the caption “—Potential Payments Upon Termination or Change in Control” below.

(6)

The PSU award was granted pursuant to our 2017 Plan. The PSU award will vest as to (i) 50% of the original number of shares subject to the award upon the Compensation Committee’s certification that Exelixis has achieved a net product revenue target over four consecutive fiscal quarters, and (ii) 50% of the original number of shares subject to the award on the first quarterly vesting date (i.e. February 15th, May 15th, August 15th and November 15th) following theone-year anniversary of the Compensation Committee’s certification. Failure to achieve the aforementioned performance target by December 31, 2021 will result in forfeiture of 100% of the PSU award, and vesting is subject to acceleration as described under the caption “—Potential Payments Upon Termination or Change in Control” below.

(7)

The PSU award was granted pursuant to our 2017 Plan. The PSU award will vest as to (i) 50% of the original number of shares subject to the award upon the Compensation Committee’s certification that Exelixis has initiated a target number of potentially label-enabling clinical trials for cabozantinib (both alone or in combination with another therapy), and (ii) 50% of the original number of shares subject to the award on the first quarterly vesting date (i.e. February 15th, May 15th, August 15th and November 15th) following theone-year anniversary of the Compensation Committee’s certification. Failure to achieve the aforementioned performance target by December 31, 2021 will result in forfeiture of 100% of the PSU award, and vesting is subject to acceleration as described under the caption “—Potential Payments Upon Termination or Change in Control” below.

2019 Proxy Statement    61

(8)

The PSU award was granted pursuant to our 2017 Plan. The PSU award will vest as to (i) 50% of the original number of shares subject to the award upon the Compensation Committee’s certification that Exelixis has achieved either (x) full target enrollment, as specified in the applicable clinical trial protocol, or (y) positivetop-line results, in each case with respect to a target number of potentially label-enabling clinical trials for cabozantinib (both alone or in combination with another therapy), and (ii) 50% of the original number of shares subject to the award on the first quarterly vesting date (i.e. February 15th, May 15th, August 15th and November 15th) following theone-year anniversary of the Compensation Committee’s certification. Failure to achieve the aforementioned performance target by December 31, 2021 will result in forfeiture of 100% of the PSU award, and vesting is subject to acceleration as described under the caption “—Potential Payments Upon Termination or Change in Control” below.

(9)

The PSU award was granted pursuant to our 2017 Plan. The PSU award will vest as to (i) 50% of the original number of shares subject to the award upon the Compensation Committee’s certification that a target number of IND applications or equivalent filings with foreign governmental authorities have been approved or otherwise become effective with respect to product candidates that have either (x) been discovered by Exelixis or(y) in-licensed or acquired by Exelixis, and (ii) 50% of the original number of shares subject to the award on the first quarterly vesting date (i.e. February 15th, May 15th, August 15th and November 15th) following theone-year anniversary of the Compensation Committee’s certification. Failure to achieve the aforementioned performance target by December 31, 2021 will result in forfeiture of 100% of the PSU award, and vesting is subject to acceleration as described under the caption “—Potential Payments Upon Termination or Change in Control” below.

Compensation Arrangements

Base Salaries. For a description of actions taken by the Compensation Committee with respect to base salaries for our Named Executive Officers for fiscal 2016,2018, please see “Compensation Discussion and Analysis--2016Analysis—2018 Compensation Decisions--2016Decisions—2018 Base Salaries” above.

Annual Cash Bonuses. Each year Prior to 2018 the Compensation Committee considersconsidered and approved the payment of annual cash bonuses to the Named Executive Officers for services rendered in the pastprior year. Whether or not a bonus is paid for any year is solelyHistorically, the payment of bonuses had been entirely within the discretion of the Compensation Committee. While the Compensation Committee hashad established general guidelines related to bonus target amounts, and the portionpayment of actual cash bonuses was generally aligned with the achievement of our corporate goals and the Compensation Committee’s subjective determination of each Named Executive Officer’s annual cash bonus that is tied to company-wide, department or individual performance components,contribution toward the achievement of such goals, the Compensation Committee exercisesexercised broad discretion in determining the amount of cash bonuses and doesdid not attempt to quantify the level of achievement of corporate goals or the extent to which each Named Executive Officer or his or her department contributed to Exelixis’ overall success. Accordingly, we dodid not consider thesethe bonuses reported in the Summary Compensation Table in fiscal 2017 and fiscal 2016 tobe “Non-Equity Incentive Plan Compensation” within the meaning of applicable SEC rules. In 2018, we adopted our Annual Cash Bonus Plan that provides for annual bonus awards to reward executive officers based on our achievement ofpre-determined

corporate performance goals and their contribution to the that achievement, which we consider to be“Non-Equity Incentive Plan Compensation” within the meaning of applicable SEC rules. For additionalmore information with respect to annual bonuses forregarding our Named Executive Officers for fiscal 2016,Annual Cash Bonus Plan, please see “Compensation Discussion and Analysis--2016Analysis—2018 Compensation Decisions--2016Decisions—2018 Annual Cash Bonuses” above. The bonus for 2015 was not paid in cash, but rather in fully-vested RSUs as described below.

Stock Awards and Option Awards. Our 20142017 Plan provides for the grant of RSUs, PSUs and compensatory stock options to our Named Executive Officers and other employees. In February 2016, we granted time-based stock options to Drs. Morrissey, Lamb and Schwab in recognition of their exceptional service to the company during 2015 and in September 2016,2018, we granted time-based stock options to all our Named Executive Officers to further our longer-term business strategy. In February 2016, in support of our cash conservation effort and to align the interests of our Named Executive Officers (other than the Chief Executive Officer), and we also granted PSU awards, which will only vest following our achievement of certain performance targets in line with those of our stockholders, in lieu of cash bonus, we granted RSU awardslonger-term business strategy, to eachall of our Named Executive Officers. In September 2016,2018, we also granted time-based RSU awardsa time- and performance-based stock option to our NamedChief Executive OfficersOfficer, which will not be exercisable until the closing market price of our common stock is equal to further our longer-term business strategy.or greater than 125% of the exercise price of the option over a period of at least 30 consecutive calendar days.

For information regarding stock option grantsand PSU awards granted to the Named Executive Officers in fiscal 2016,2018, including the number of options granted, theunderlying shares and any exercise price and vesting conditions related thereto, please see “Compensation Discussion and Analysis--2016Analysis—2018 Compensation Decisions--2016 EquityDecisions—2018 Long-Term Incentive Awards” above. As a general matter, the vested portion of options granted to our Named Executive Officers will expire three months after each Named Executive Officer’s termination of continuous service, subject to extension in certain termination situations or events that can accelerate the vesting, as described under “Potential Payments Upon Termination or Change-in-Control”Change in Control” below.

Employment Agreements.We have no employment agreements with our Named Executive Officers.

Change in Control and Severance Benefit Plan. Each of our Named Executive Officers participates in our Change in Control and Severance Benefit Plan, a description of which is included below under the heading “Potential Payments Upon Termination or Change-in-Control.Change in Control.”

Other Compensatory Arrangements. Please see “Compensation Discussion and Analysis--Elements of Compensation--Other Benefits”Analysis—Compensation Elements—Other Compensation” above for a description of other executive compensatory arrangements, including our 401(k) Retirement Plan and other benefits.

62    Exelixis, Inc.



Compensation of Executive Officers |Outstanding Equity Awards at Fiscal Year–End

Outstanding Equity Awards at Fiscal Year–End

The following table shows certain information regarding outstanding equity awards at December 30, 2016,28, 2018, for the Named Executive Officers.

Outstanding Equity Awards at December 30, 201628, 2018

      Option Awards(1)  Stock Awards(2) 

Name

 

Grant

Date

  

Number of
Securities
Underlying
Unexercised
Options
(#)

Exercisable

  

Number of
Securities
Underlying
Unexercised
Options
(#)

Unexercisable

  Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)		  

Option
Exercise
Price

($)

  

Option
Expiration

Date

  

Number of
Shares or
Units of
Stock That
Have Not
Vested

(#)

  Market
Value of
Shares
or Units
of Stock
That
Have  Not
Vested
($)(3)		  

Equity Incentive

Plan Awards:
Number of
Unearned Shares,
Units or
Other Rights That
Have Not
Vested

(#)

  

Equity Incentive
Plan Awards:
Market or
Payout Value of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested

($)(3)

 

Michael M. Morrissey, Ph.D.

  12/9/2009   300,000           7.18   12/8/2019                 
  9/21/2012   402,000           5.555   9/20/2019                 
  9/18/2013   960,000           5.51   9/17/2020                 
  9/19/2014   570,284           1.70   9/18/2021                 
  9/16/2015   406,250   93,750(5)       6.21   9/15/2022                 
  2/11/2016   106,250   43,750(6)       4.20   2/10/2023                 
  9/26/2016   202,500   157,500(8)       15.31   9/25/2023                 
  9/26/2016                       30,000(9)   583,200         
  10/3/2017   140,000   340,000(10)       24.41   10/2/2024                 
  10/3/2017                       60,000(11)   1,166,400         
  9/10/2018           308,365(12)   18.80   9/9/2025                 
  9/10/2018                               24,788(13)   481,879 
  9/10/2018                               37,181(14)   722,798 
  9/10/2018                               23,238(15)   451,747 
  9/10/2018                               23,238(16)   451,747 
   9/10/2018                               46,478(17)   903,532 

Gisela M. Schwab, M.D.

  12/9/2009   163,109           7.18   12/8/2019                 
  9/21/2012   123,000           5.555   9/20/2019                 
  9/18/2013   270,000           5.51   9/17/2020                 
  9/19/2014   500,000           1.70   9/18/2021                 
  2/5/2015   250,000           1.90   2/4/2022                 
  9/16/2015   199,062   45,938(5)       6.21   9/15/2022                 
  2/11/2016   53,125   21,875(6)       4.20   2/10/2023                 
  9/22/2016   67,500   52,500(7)       14.74   9/21/2023                 
  9/22/2016                       10,000(9)   194,400         
  10/3/2017   43,750   106,250(10)       24.41   10/2/2024                 
  10/3/2017                       56,250(11)   1,093,500         
  9/10/2018       129,314(18)       18.80   9/9/2025                 
  9/10/2018                               10,395(13)   202,079 
  9/10/2018                               15,592(14)   303,108 
  9/10/2018                               9,745(15)   189,443 
  9/10/2018                               9,745(16)   189,443 
   9/10/2018                               19,491(17)   378,905 

2019 Proxy Statement    63

      Option Awards(1)  Stock Awards(2) 

Name

 

Grant

Date

  

Number of
Securities
Underlying
Unexercised
Options
(#)

Exercisable

  

Number of
Securities
Underlying
Unexercised
Options
(#)

Unexercisable

  Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)		  

Option
Exercise
Price

($)

  

Option
Expiration

Date

  

Number of
Shares or
Units of
Stock That
Have Not
Vested

(#)

  Market
Value of
Shares
or Units
of Stock
That
Have Not
Vested
($)(3)		  

Equity Incentive

Plan Awards:
Number of
Unearned Shares,
Units or
Other Rights That
Have Not
Vested

(#)

  

Equity Incentive
Plan Awards:
Market or
Payout Value of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested

($)(3)

 

Christopher J. Senner

  7/15/2015   198,958   51,042(4)       3.66   7/14/2022                 
  9/16/2015   182,812   42,188(5)       6.21   9/15/2022                 
  9/22/2016   67,500   52,500(7)       14.74   9/21/2023                 
  9/22/2016                       10,000(9)   194,400         
  10/3/2017   36,458   88,542(10)       24.41   10/2/2024                 
  10/3/2017                       46,875(11)   911,250         
  9/10/2018       129,314(18)       18.80   9/9/2025                 
  9/10/2018                               10,395(13)   202,079 
  9/10/2018                               15,592(14)   303,108 
  9/10/2018                               9,745(15)   189,443 
  9/10/2018                               9,745(16)   189,443 
   9/10/2018                               19,491(17)   378,905 

Jeffrey J. Hessekiel, J.D.

  2/10/2014   130,000           7.27   2/9/2021                 
  9/19/2014   120,000           1.70   9/18/2021                 
  2/5/2015   172,698           1.90   2/4/2022                 
  9/16/2015   154,375   35,625(5)       6.21   9/15/2022                 
  9/22/2016   54,843   42,657(7)       14.74   9/21/2023                 
  9/22/2016                       8,124(9)   157,931         
  10/3/2017   29,166   70,834(10)       24.41   10/2/2024                 
  10/3/2017                       37,500(11)   729,000         
  9/10/2018       129,314(18)       18.80   9/9/2025                 
  9/10/2018                               5,997(13)   116,582 
  9/10/2018                               8,996(14)   174,882 
  9/10/2018                               4,998(15)   97,161 
  9/10/2018                               4,998(16)   97,161 
   9/10/2018                               9,994(17)   194,283 

Peter Lamb, Ph.D.

  9/21/2012   123,000           5.555   9/20/2019                 
  9/18/2013   168,000           5.51   9/17/2020                 
  9/19/2014   400,000           1.70   9/18/2021                 
  2/5/2015   175,000           1.90   2/4/2022                 
  9/16/2015   154,375   35,625(5)       6.21   9/15/2022                 
  2/11/2016   28,333   11,667(6)       4.20   2/10/2023                 
  9/22/2016   54,843   42,657(7)       14.74   9/21/2023                 
  9/22/2016                       8,124(9)   157,931         
  10/3/2017   32,083   77,917(10)       24.41   10/2/2014                 
  10/3/2017                       41,250(11)   801,900         
  9/10/2018       124,341(18)       18.80   9/9/2025                 
  9/10/2018                               9,995(13)   194,302 
  9/10/2018                               14,993(14)   291,464 
  9/10/2018                               9,370(15)   182,153 
  9/10/2018                               9,370(16)   182,153 
   9/10/2018                               18,741(17)   364,325 

64    Exelixis, Inc.

    Option Awards Stock Awards
  
Grant
Date
 
Number of
Securities
Underlying
Unexercised
Options
(#)(1)
 
Number of
Securities
Underlying
Unexercised
Options
(#)(1)
 
Option
Exercise
Price
($)
 
Option
Expiration
Date
 
Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#)(2)
 
Market
Value of
Shares
or Units
of Stock
That
Have Not
Vested
($)(3)
Name  Exercisable Unexercisable    
Michael M. Morrissey, 12/6/2007 200,000
   9.91
 12/5/2017    
Ph.D. 12/16/2008 50,000
   5.04
 12/15/2018    
  2/26/2009 25,000
   4.42
 2/25/2019    
  12/9/2009 300,000
   7.18
 12/8/2019    
  9/28/2011 450,000
   5.50
 9/27/2018    
  9/21/2012 402,000
   5.555
 9/20/2019    
  9/18/2013 585,000
 135,000
(4)5.51
 9/17/2020    
  9/18/2013 240,000
   5.51
 9/17/2020    
  9/19/2014 1,125,000
   1.70
 9/18/2021    
  2/5/2015 450,000
   1.90
 2/4/2022    
  9/16/2015 156,250
 343,750
(5)6.21
 9/15/2022    
  2/11/2016   150,000
(6)4.20
 2/10/2023    
  9/26/2016   360,000
(11)15.31
 9/25/2023    
  9/26/2016         60,000
(8)894,600
Christopher J. Senner 7/15/2015 123,958
 226,042
(9)3.66
 7/14/2022    
  9/16/2015 70,312
 154,688
(5)6.21
 9/15/2022    
  9/22/2016   120,000
(7)14.74
 9/21/2023    
  9/22/2016         20,000
(8)298,200
Jeffrey J. Hessekiel, J.D. 2/10/2014 162,916
 67,084
(10)7.27
 2/9/2021    
  9/19/2014 200,000
   1.70
 9/18/2021    
  2/5/2015 200,000
   1.90
 2/4/2022    
  9/16/2015 59,375
 130,625
(5)6.21
 9/15/2022    
  9/22/2016   97,500
(7)14.74
 9/21/2023    
  9/22/2016         16,250
(8)242,288


    Option Awards Stock Awards
  
Grant
Date
 
Number of
Securities
Underlying
Unexercised
Options
(#)(1)
 
Number of
Securities
Underlying
Unexercised
Options
(#)(1)
 
Option
Exercise
Price
($)
 
Option
Expiration
Date
 
Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#)(2)
 
Market
Value of
Shares
or Units
of Stock
That
Have Not
Vested
($)(3)
Name  Exercisable Unexercisable    
Peter Lamb, Ph.D. 2/26/2009 10,000
   4.42
 2/25/2019    
  9/1/2009 75,000
   5.96
 8/31/2019    
  12/9/2009 75,000
   7.18
 12/8/2019    
  12/15/2009 25,000
   7.51
 12/14/2019    
  9/21/2012 123,000
   5.555
 9/20/2019    
  9/18/2013 102,375
 23,625
(4)5.51
 9/17/2020    
  9/18/2013 42,000
   5.51
 9/17/2020    
  9/19/2014 400,000
   1.70
 9/18/2021    
  2/5/2015 175,000
   1.90
 2/4/2022    
  9/16/2015 59,375
 130,625
(5)6.21
 9/15/2022    
  2/11/2016   40,000
(6)4.20
 2/10/2023    
  9/22/2016   97,500
(7)14.74
 9/21/2023    
  9/22/2016         16,250
(8)242,288
Gisela M. Schwab, 12/6/2007 200,000
   9.91
 12/5/2017    
M.D. 12/16/2008 50,000
   5.04
 12/15/2018    
  2/26/2009 25,000
   4.42
 2/25/2019    
  12/9/2009 210,000
   7.18
 12/8/2019    
  9/28/2011 112,500
   5.50
 9/27/2018    
  9/21/2012 123,000
   5.555
 9/20/2019    
  9/18/2013 195,000
 45,000
(4)5.51
 9/17/2020    
  9/18/2013 80,000
   5.51
 9/17/2020    
  9/19/2014 500,000
   1.70
 9/18/2021    
  2/5/2015 250,000
   1.90
 2/4/2022    
  9/16/2015 76,562
 168,438
(5)6.21
 9/15/2022    
  2/11/2016   75,000
(6)4.20
 2/10/2023    
  9/22/2016   120,000
(7)14.74
 9/21/2023    
  9/22/2016         20,000
(8)298,200
____________________

Compensation of Executive Officers | Outstanding Equity Awards at Fiscal Year–End

(1)

Option awards granted prior to January 26, 2010 were issued under our 2000 Equity Incentive Plan (2000 Plan) and have vested in full and expire ten years from the date of grant or earlier upon termination of continuous service. There were no option awards granted to Named Executive Officers betweenon or after January 26, 2010 and prior to May 18, 2011. Option awards granted betweenon or after May 18, 2011, and prior to May 28, 2014, were issued under our 2011 Equity Incentive Plan or 2011 Equity Plan,(2011 Plan) and are either subject to time-based vesting or were subject to performance-based vesting and expire seven years from the date of grant or earlier upon termination of continuous service. Vesting of awards granted under the 2011 Equity Plan still subject to vesting is set forth in the applicable footnote accompanying the entry. All option awards granted pursuant to our 2011 Equity Plan subject to time-based vesting have vested in part, and the remaining unvested portion will vest as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the vesting commencement date. All option awards granted under our 2011 Equity Plan subject to performance-based vesting have either been cancelled or are vested in full. Option awards granted on or after May 28, 2014, and prior to May 24, 2017, were issued under our 2014 Equity Incentive Plan (2014 Plan) and are either subject to time-based vesting or were subject to performance-based vesting and expire seven years from the date of grant or earlier upon termination of continuous service. Vesting of awards granted under the 2014 Plan is set forth in the applicable footnote accompanying the entry. Option awards granted pursuant to our 2014 Plan subject to time-based vesting vest as to 1/4th of the original number of shares subject to the option on theone-year anniversary of the vesting commencement date and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the vesting commencement date. Option awards granted pursuant to our 2014 Plan subject to performance-based vesting are vested in full. Option awards granted on or after May 24, 2017 were issued under our 2017 Plan and are subject to time-based vesting and expire seven years from the date of grant or earlier upon termination of continuous service. Vesting of awards granted under the 2017 Plan is set forth in the applicable footnote accompanying the entry. Option awards granted pursuant to our 2017 Plan subject to time-based vesting vest as to 1/4th of the original number of shares subject to the option on theone-year anniversary of the vesting commencement date and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the vesting commencement date. One option award granted pursuant to our 2017 Plan subject to performance-based vesting, in addition to time-based vesting, will not be exercisable until the achievement of the stock price target set by the Compensation Committee, as described below in Footnote 12. Vesting of all options issued to our Named Executive Officers are subject to acceleration as described under the caption “Potential Payments Upon Termination or Change-in-Control”Change in Control” below.



(2)

RSU awards granted prior to May 28, 2014 were issued under our 2011 EquityPlan, RSU awards granted on or after May 28, 2014 and prior to May 24, 2017 were issued under our 2014 Plan, and RSU awards granted on or after May 28, 2014,24, 2017 were issued under our 20142017 Plan. RSU awards generally vest as to 1/4th of the original number of shares subject to the RSU award on the first established RSU vesting date following the one year anniversary of the grant date and thereafter as to 1/4th of the original number of shares subject to the RSU award on each anniversary of the first established RSU vesting date following the one year anniversary of the grant date, until fully-vested.fully vested. We have established February 15th, May15May 15th, August 15th and November 15th as RSUquarterly vesting dates. Vested shares will be delivered to the Named Executive Officer on the applicable quarterly vesting date, provided that delivery may be delayed pursuant to the terms of the award agreement. In addition, PSU awards granted pursuant to our 2017 Plan vest based on the achievement of certain performance targets set by the Compensation Committee as described below in Footnotes 13, 14, 15, 16 and 17. Vesting of all RSU awards and PSU awards issued to our Named Executive Officers is subject to acceleration as described under the caption “Potential Payments Upon Termination or Change-in-Control”Change in Control” below.

(3)

For purposes of determining market value, we assumed a stock price of $14.91,$19.44, the closing sale price per share of our common stock on December 30, 2016,28, 2018, the last business day of our last fiscal year.

(4)

Options vestOption vests as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the vesting commencementgrant date with a final vesting date of September 18, 2017July 15, 2019 (assuming that such options are not accelerated).

(5)

Option vests as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date with a final vesting date of September 16, 2019 (assuming that such options are not accelerated).

(6)

Option vests as to 1/4th of the original number of shares subject to the option on theone-year anniversary of the grant date and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date with a final vesting date of February 11, 2020 (assuming that such options are not accelerated).

(7)

Option vests as to 1/4th of the original number of shares subject to the option on theone-year anniversary of the grant date and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date with a final vesting date of September 22, 2020 (assuming that such options are not accelerated).

(8)
RSUs vest as to 1/4th of the original number of shares subject to the RSU award on each November 15th with a final vesting date of November 15, 2020 (assuming that such RSUs are not accelerated).
(9)

Option vests as to 1/484th of the original number of shares subject to the option on each monthly anniversary of the grant date with a final vesting date of July 15, 2019 (assuming that such options are not accelerated).one-year

(10)
Option vests as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date with a final vesting date of February 10, 2018 (assuming that such options are not accelerated).
(11)
Option vests as to 1/4th of the original number of shares subject to the option on the one-year anniversary of the grant date and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date with a final vesting date of September 26, 2020 (assuming that such options are not accelerated).

(9)

RSUs vest as to 1/4th of the original number of shares subject to the RSU award on each November 15th with a final vesting date of November 15, 2020 (assuming that such RSUs are not accelerated).

(10)

Option vests as to 1/4th of the original number of shares subject to the option on theone-year anniversary of the grant date and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date with a final vesting date of October 3, 2021 (assuming that such options are not accelerated).

(11)

RSUs vest as to 1/4th of the original number of shares subject to the RSU award on each November 15th with a final vesting date of November 15, 2021 (assuming that such RSUs are not accelerated).

(12)

Option vests as to 1/4th of the original number of shares subject to the option on theone-year anniversary of the grant date and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date with a final vesting date of September 10, 2022 (assuming that such options are not accelerated). However, the option will not be exercisable until the closing market price of our common stock is equal to or greater than 125% of the exercise price of the option over a period of at least 30 consecutive calendar days.

(13)

PSUs vest as to (i) 50% of the original number of shares subject to the award upon the Compensation Committee’s certification that Exelixis has achieved a quarterly net product revenue target, and (ii) 50% of the original number of shares subject to the award on the first quarterly vesting date (i.e. February 15th, May 15th, August 15th and November 15th) following theone-year anniversary of the Compensation Committee’s certification

2019 Proxy Statement    65

(assuming that such PSUs are not accelerated). Failure to achieve the aforementioned performance target by December 31, 2021 will result in forfeiture of 100% of the PSU award.

(14)

PSUs vest as to (i) 50% of the original number of shares subject to the award upon the Compensation Committee’s certification that Exelixis has achieved a net product revenue target over four consecutive fiscal quarters, and (ii) 50% of the original number of shares subject to the award on the first quarterly vesting date (i.e. February 15th, May 15th, August 15th and November 15th) following theone-year anniversary of the Compensation Committee’s certification (assuming that such PSUs are not accelerated). Failure to achieve the aforementioned performance target by December 31, 2021 will result in forfeiture of 100% of the PSU award.

(15)

PSUs vest as to (i) 50% of the original number of shares subject to the award upon the Compensation Committee’s certification that Exelixis has initiated a target number of potentially label-enabling clinical trials for cabozantinib (both alone or in combination with another therapy), and (ii) 50% of the original number of shares subject to the award on the first quarterly vesting date (i.e. February 15th, May 15th, August 15th and November 15th) following theone-year anniversary of the Compensation Committee’s certification (assuming that such PSUs are not accelerated). Failure to achieve the aforementioned performance target by December 31, 2021 will result in forfeiture of 100% of the PSU award.

(16)

PSUs vest as to (i) 50% of the original number of shares subject to the award upon the Compensation Committee’s certification that Exelixis has achieved either (x) full target enrollment, as specified in the applicable clinical trial protocol, or (y) positivetop-line results, in each case with respect to a target number of potentially label-enabling clinical trials for cabozantinib (both alone or in combination with another therapy), and (ii) 50% of the original number of shares subject to the award on the first quarterly vesting date (i.e. February 15th, May 15th, August 15th and November 15th) following theone-year anniversary of the Compensation Committee’s certification (assuming that such PSUs are not accelerated). Failure to achieve the aforementioned performance target by December 31, 2021 will result in forfeiture of 100% of the PSU award.

(17)

PSUs vest as to (i) 50% of the original number of shares subject to the award upon the Compensation Committee’s certification that a target number of IND applications or equivalent filings with foreign governmental authorities have been approved or otherwise become effective with respect to product candidates that have either (x) been discovered by Exelixis or(y) in-licensed or acquired by Exelixis, and (ii) 50% of the original number of shares subject to the award on the first quarterly vesting date (i.e. February 15th, May 15th, August 15th and November 15th) following theone-year anniversary of the Compensation Committee’s certification (assuming that such PSUs are not accelerated). Failure to achieve the aforementioned performance target by December 31, 2021 will result in forfeiture of 100% of the PSU award.

(18)

Option vests as to 1/4th of the original number of shares subject to the option on theone-year anniversary of the grant date and thereafter as to 1/48th of the original number of shares subject to the option on each monthly anniversary of the grant date with a final vesting date of September 10, 2022 (assuming that such options are not accelerated).

Option Exercises and Stock Vested

The following table includes certain information with respect to stock options exercised and stock awards that vested during the fiscal year ended December 30, 2016.

28, 2018.

Options Exercised and Stock Vested in Fiscal 2016

  Option Awards Stock Awards
Name Number of Shares Acquired on Exercise(#) 
Value
Realized on Exercise($)(1)
 
Number of
Shares
Acquired on
Vesting(#)
 
Value
Realized on
Vesting($)(2)
Michael M. Morrissey, Ph.D. 200,000
 1,200,651
 114,286
 480,001
Christopher J. Senner —
 —
 153,572
 1,069,002
Jeffrey J. Hessekiel 200,000
 956,000
 49,902
 209,588
Peter Lamb, Ph.D. 140,000
 1,354,823
 45,378
 190,588
Gisela M. Schwab, M.D. 219,000
 519,762
 65,498
 275,092
____________________
2018

    Option Awards   Stock Awards 

Name

  Number of
Shares
Acquired on
Exercise(#)		   

Value

Realized on
Exercise($)(1)

   

Number of

Shares

Acquired on

Vesting(#)

   

Value

Realized on

Vesting($)(2)

 

Michael M. Morrissey, Ph.D.

   759,267    11,992,460    35,000    610,750 

Gisela M. Schwab, M.D.

   221,883    3,235,255    23,750    414,438 

Christopher J. Senner

   0    0    20,625    359,906 

Jeffrey J. Hessekiel

   25,000    491,000    16,563    289,024 

Peter Lamb, Ph.D.

   0    0    17,813    310,837 

(1)"

“Value Realized on Exercise"Exercise” reflects the price at which the shares acquired upon exercise (the closing market price of our common stock on the applicable exercise date) of the stock options were sold,date, net of the applicable exercise price, for acquiringmultiplied by the shares.number of shares acquired upon exercise of stock options.



(2)

“Value Realized on Vesting” reflects the product of the fairclosing market valueprice of our common stock on the applicable quarterly vesting date, multiplied by the number of units vested and does not necessarily reflect proceeds actually received by the Named Executive Officers.vested.

Potential Payments Upon Termination or Change-in-Control

Change in Control

Change in Control and Severance Benefit Plan

In December 2005, the

The Board, upon recommendation of the Compensation Committee, has adopted a Change in Control and Severance Benefit Plan that provides for certain severance benefits to our officers in connection with specified termination events. Eligible plan

66    Exelixis, Inc.

Compensation of Executive Officers | Potential Payments Upon Termination or Change in Control

participants may include any employee having a rank of vice president or above, which includes the Named Executive Officers. We amended our Change in Control and Severance Benefit Plan in December 2008 and again in December 2010 to bring the plan into compliance with Section 409A of the Code and other rules governing such plans.

If a Named Executive Officer’s employment terminates due to an involuntary termination without cause or a constructive termination or Covered Termination,(Covered Termination) during a period starting one month prior to and ending 13 months following a change in control or a Change(Change in Control Termination,Termination), then the Named Executive Officer would be entitled to the following benefits under the plan:

a cash payment paid in installments pursuant to our regularly scheduled payroll periods equal to the sum of the Named Executive Officer’s base salary and target bonus for (i) 18 months for Named Executive Officers (other than the Chief Executive Officer) and (ii) 24 months for the Chief Executive Officer;
the vesting of up to all of the Named Executive Officer’s options and RSUs will accelerate in full and the exercise period of such options will be extended to the later of (i) 12 months after the change in control and (ii) the post-termination exercise period provided for in the applicable option agreement; the plan also provides that any reacquisition or repurchase rights held by us in respect of common stock issued or issuable pursuant to any stock awards granted under our 2000 Equity Plan, 2011 Equity Plan and 2014 Plan shall lapse;
payment of COBRA premiums, or the cash equivalent thereof, for any health, dental or vision plan sponsored by Exelixis for a period of up to (i) 18 months for Named Executive Officers (other than the Chief Executive Officer) and (ii) 24 months for the Chief Executive Officer; and
payment of outplacement services for (i) 18 months for Named Executive Officers (other than the Chief Executive Officer), subject to a $30,000 limit and (ii) 24 months for the Chief Executive Officer, subject to a $50,000 limit.

››

a cash payment paid in installments pursuant to our regularly scheduled payroll periods equal to the sum of the Named Executive Officer’s base salary and target bonus for (i) 18 months for Named Executive Officers (other than the Chief Executive Officer) and (ii) 24 months for the Chief Executive Officer;

››

the vesting of up to all of the Named Executive Officer’s options, RSUs and PSUs will accelerate in full, and the exercise period of such options will be extended to the later of: (i) 12 months after the later of (x) the participant’s termination date, or (y) the change in control; and (ii) the post-termination exercise period provided for in the applicable option agreement; the plan also provides that any reacquisition or repurchase rights held by us in respect of common stock issued or issuable pursuant to any stock awards granted under any of our equity incentive plans shall lapse;

››

payment of COBRA premiums, or the cash equivalent thereof, for any health, dental or vision plan sponsored by Exelixis for a period of up to (i) 18 months for Named Executive Officers (other than the Chief Executive Officer) and (ii) 24 months for the Chief Executive Officer; and

››

payment of outplacement services for (i) 18 months for Named Executive Officers (other than the Chief Executive Officer), subject to a $30,000 limit and (ii) 24 months for the Chief Executive Officer, subject to a $50,000 limit.

In the event of a Covered Termination of a Named Executive Officer that is not also a Change in Control Termination, such Named Executive Officer would be entitled to receive a cash severance benefit under the plan equal to six12 months of base salary paid in installments pursuant to our regularly scheduled payroll periods. In such circumstances, we would also pay for a period of up to six12 months of such Named Executive Officer’s COBRA premiums, or the cash equivalent thereof, for any health, dental or vision plan that we sponsored and that the Named Executive Officer is enrolled in. However, such Named Executive Officer would not be entitled to any vesting acceleration benefits by virtue of such termination.

The payments and benefits described above are subject to certain reductions and offsets if, for example, the Named Executive Officer received other severance benefits from us pursuant to a written employment agreement. In addition, if any of the severance benefits payable under the plan would constitute a “parachute payment” subject to the excise tax imposed by Section 4999 of the Code, a Named Executive Officer may receive a reduced amount of the affected severance benefits,benefits. The plan does not provide for the gross up of any excise taxes imposed by Section 4999 of the Code. No Named Executive Officer would receive benefits under the plan if (i) the Named Executive Officer has entered into an individually negotiated employment agreement that provides for severance or change in control benefits, (ii) the Named Executive Officer voluntarily terminates employment with us to accept employment with another entity that is controlled by us or is otherwise affiliated with us or (iii) the Named Executive Officer does not confirm in writing that he or she is subject to agreements with us relating to proprietary and confidential information. In addition, as a general matter, to be eligible to receive benefits under the plan and if requested by Exelixis, a Named Executive Officer must execute a general waiver and release of claims, and such release must become effective in accordance with its terms.

A Named Executive Officer’s right to receive payment of benefits under the plan will immediately terminate if, at any time prior to or during the period the Named Executive Officer is receiving such benefits, the Named Executive Officer, without the prior written approval of Exelixis, (i) willfully breaches a material provision of a proprietary and confidential information agreement with Exelixis or (ii) willfully encourages or solicits any of Exelixis’ then current employees to leave Exelixis’ employ.

Treatment of Equity Awards

Pursuant to our 2000 Equity Plan, 2011 EquityPlan, 2014 Plan and 20142017 Plan, in the event of an asset sale, merger or consolidation in which we are not the surviving corporation, or a reverse merger in which we are the surviving corporation but our common stock is converted by virtue of the merger into other property, then any surviving or acquiring corporation may assume outstanding stock awards or substitute similar stock awards for those under the plan. If any surviving or acquiring corporation refuses to assume such outstanding stock awards or substitute similar stock awards, stock awards held by participants whose service has not terminated will be accelerated in full. In addition, if any person, entity or group acquires



beneficial ownership of more than 50% of our combined voting power, then stock awards held by participants whose service has not terminated will be accelerated in full.

2019 Proxy Statement    67

The following table sets forth the potential severance payments and benefits under our Change in Control and Severance Benefit Plan to which a Named Executive Officer would be entitled in connection with specified termination events, as if such Named Executive Officers’ employment terminated as of December 30, 2016,28, 2018, the last day of our last fiscal year. In addition, the table sets forth the amounts to which such Named Executive Officers would be entitled under our equity plans either (i) in connection with a change in control transaction in which the successor corporation did not assume or substitute outstanding stock awards, or (ii) an entity or group acquired more than 50% of our combined voting power, in each case, as of December 30, 2016.28, 2018. There are no other agreements, arrangements or plans that entitle any of the above-mentioned Named Executive Officers to severance, perquisites or other enhanced benefits upon termination of employment, other than certain extensions of the termination date to avoid violation of registration requirements under the Securities Act of 1933, as amended, or for such Named Executive Officer’s death or disability.



Potential Payments Table

The following table shows the potential payments upon termination of employment or a change in control for the Named Executive Officers. The table assumes that the triggering event took place on December 30, 2016,28, 2018, the last day of our 20162018 fiscal year.

Potential Payments Upon Termination or Change in Control Table

Name

  Benefit  Change in Control and Severance
Benefit Plan		   Equity Plans 
  

Involuntary

Termination

Without

Cause or

Constructive

Termination in

Connection

with a Change

of Control ($)(1)

   

Involuntary

Termination

Without

Cause or

Constructive

Termination Not

in Connection

with a Change

in Control ($)(2)

   

Certain

Change of

Control

Transactions

without

Termination

($)(3)

 

Michael M. Morrissey, Ph.D.

  Base Salary   1,910,120    955,060    — 
  Bonus   1,910,120    —    — 
  Vesting Acceleration (4)   7,516,194    —    7,516,194 
  COBRA Payments   69,440    34,720    — 
   Outplacement Services   50,000    —    — 

    Benefit Total

      11,455,874    989,780    7,516,194 

Gisela M. Schwab, M.D.

  Base Salary   1,020,780    680,520    — 
  Bonus   510,390    —    — 
  Vesting Acceleration (4)   3,821,524    —    3,821,524 
  COBRA Payments   58,588    39,059    — 
   Outplacement Services   30,000    —    — 

    Benefit Total

      5,441,282    719,579    3,821,524 

Christopher J. Senner

  Base Salary   901,530    601,020    — 
  Bonus   405,689    —    — 
  Vesting Acceleration (4)   4,061,729    —    4,061,729 
  COBRA Payments   52,080    34,720    — 
   Outplacement Services   30,000    —    — 

    Benefit Total

      5,451,028    635,740    4,061,729 

Jeffrey J. Hessekiel, J.D.

  Base Salary   804,896    536,597    — 
  Bonus   362,203    —    — 
  Vesting Acceleration (4)   2,321,568    —    2,321,568 
  COBRA Payments   32,762    21,841    — 
   Outplacement Services   30,000    —    — 

    Benefit Total

      3,551,429    558,438    2,321,568 

68    Exelixis, Inc.

Potential Payments Upon Termination or Change-in-Control Table
Name Benefit 
Change in Control and Severance
Benefit Plan
 Equity Plans
Involuntary
Termination
Without
Cause or
Constructive
Termination in
Connection
with a Change
of Control ($)(1)
 
Involuntary
Termination
Without
Cause or
Constructive
Termination Not
in Connection
with a Change
in Control ($)(2)
 
Certain
Change of
Control
Transactions
without
Termination
($)(3)
Michael M. Morrissey, Ph.D. Base Salary 1,700,000
 425,000
 —
  Bonus 1,020,000
 —
 —
  Vesting Acceleration(4) 6,760,725
 —
 6,760,725
  COBRA Payments 53,681
 13,420
 —
  Outplacement Services 50,000
 —
 —
Benefit Total   9,584,406
 438,420
 6,760,725
Christopher J. Senner Base Salary 810,000
 270,000
 —
  Bonus 364,500
 —
 —
  Vesting Acceleration(4) 4,207,358
 —
 4,207,358
  COBRA Payments 40,261
 13,420
 —
  Outplacement Services 30,000
 —
 —
Benefit Total   5,452,119
 283,420
 4,207,358
Jeffrey J. Hessekiel, J.D. Base Salary 733,557
 244,519
 —
  Bonus 330,101
 —
 —
  Vesting Acceleration(4) 1,907,822
 —
 1,907,822
  COBRA Payments 25,363
 8,454
 —
  Outplacement Services 30,000
 —
 —
Benefit Total   3,026,843
 252,973
 1,907,822
 Peter Lamb, Ph.D. Base Salary 690,000
 230,000
 —
  Bonus 310,500
 —
 —
  Vesting Acceleration(4) 2,045,775
 —
 2,045,775
  COBRA Payments 23,690
 7,897
 —
  Outplacement Services 30,000
 —
 —
Benefit Total   3,099,965
 237,897
 2,045,775
Gisela M. Schwab, M.D. Base Salary 900,000
 300,000
 —
  Bonus 450,000
 —
 —
  Vesting Acceleration(4) 3,010,261
 —
 3,010,261
  COBRA Payments 45,805
 15,268
 —
  Outplacement Services 30,000
 —
 —
Benefit Total   4,436,066
 315,268
 3,010,261
____________________

Compensation of Executive Officers | CEO Pay Ratio

Name

  Benefit  Change in Control and Severance
Benefit Plan		   Equity Plans 
  

Involuntary

Termination

Without

Cause or

Constructive

Termination in

Connection

with a Change

of Control ($)(1)

   

Involuntary

Termination

Without

Cause or

Constructive

Termination Not

in Connection

with a Change

in Control ($)(2)

   

Certain

Change of

Control

Transactions

without

Termination

($)(3)

 

Peter Lamb, Ph.D.

  Base Salary   746,288    497,525    — 
  Bonus   335,829    —    — 
  Vesting Acceleration (4)   3,103,418    —    3,103,418 
  COBRA Payments   19,213    12,809    — 
   Outplacement Services   30,000    —    — 

    Benefit Total

      4,234,748    510,334    3,103,418 

(1)

These benefits would be payable under the Change in Control and Severance Benefit Plan if the involuntary termination without cause or constructive termination occurred during a period starting one month prior to and ending 13 months following the change in control.



(2)

These benefits would be payable under the Change in Control and Severance Benefit Plan if the involuntary termination without cause occurred more than one month before the change in control or if the involuntary termination without cause or a constructive termination occurred more than 13 months following the change in control.

(3)

These benefits would be payable under the 2000 Equity Plan and/or the 2011 Equity Plan and/or the 2014 Plan and/or the 2017 Plan if either (i) a successor corporation does not assume outstanding stock awards in a change of control transaction or (ii) a person, entity or group acquires beneficial ownership of more than 50% of our combined voting power, and, in each case, the Named Executive Officers do not terminate employment in connection with such a transaction or event.

(4)

Assumes that the triggering event occurred on December 30, 2016,28, 2018, the last day of our last fiscal year, when the closing sale price per share of our common stock was $14.91.$19.44. The amount of the vesting acceleration is determined by: (i) aggregating for all accelerated options, the amount equal to (A) the excess, if any, of $14.91$19.44 over the relevant exercise price of the option, multiplied by (B) the number of shares underlying unvested options at such exercise price as of December 30, 2016,28, 2018; and (ii) aggregating for all accelerated RSUs, the amount equal to (X) $14.91$19.44 multiplied by (Y) the number of shares underlying the unvested RSUs. There can be no assurance that a similar triggering event would produce the same or similar results as those estimated if such event occurs on any other date or at a time when our closing sale price is different.




CCEO Pay Ratio

We believe that we provide fair and equitable compensation to our employees through a combination of competitive base pay, incentives, retirement plans and other benefits. In accordance with Item 402(u) of RegulationS-K, promulgated by the Dodd Frank Act, we determined the ratio of: (a) the annual total compensation of our Chief Executive Officer; to (b) the median of the annual total compensation of all of our employees, except for our Chief Executive Officer, both calculated in accordance with the requirements of Item 402(c)(2)(x) of RegulationS-K (CEO Pay Ratio).

In order to determine the median of the annual total compensation of all our employees, we were required to identify the “median employee” of our workforce, without regard to his or her location or employment status (full-time or part-time). The applicable SEC rules require us to identify a median employee only once every three years, as long as there have been no material changes in our employee population or employee compensation arrangements that we believe would significantly impact the calculation of our CEO Pay Ratio. However, because there was a significant increase in our employee population between October 2017, when we identified our median employee to calculate our CEO Pay Ratio for fiscal 2017, and October 2018, we decided to identify a new median employee for purposes of calculating our CEO Pay Ratio for fiscal 2018.

Consistent with the process we adopted for fiscal 2017, to determine the median of the annual total compensation of all of our employees, except for our Chief Executive Officer, we used the following methodology:

››

To identify our employee population, we used tax and payroll records to determine all full-time and part-time employees, excluding our Chief Executive Officer, who were employed as of October 31, 2018.

2019 Proxy Statement    OMPENSATION69

››

To identify the median employee with respect to annual total compensation of all of our employees, we calculated each employee’s “target total direct compensation,” which consists of: (i) fiscal 2018 base salary (using a reasonable estimate of the hours worked and overtime actually paid during fiscal 2018 for hourly employees); (ii) target cash bonus; and (iii) the grant date fair value of any equity awards granted during fiscal 2018 (using the same methodology that we use for estimating the value of the equity awards granted to our Named Executive Officers and reported in our Summary Compensation Table).

››

In making this determination, we annualized the base salary and target cash bonus for employees who were employed by us for less than the entirety of fiscal 2018.

Once our representative median employee was identified in the manner described above, we calculated the annual total compensation of the representative median employee using the same methodology that we used to determine the annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table included in this Proxy Statement. For fiscal 2018, the median of the annual total compensation of our employees (other than our Chief Executive Officer) was $248,850 and the annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table included in this Proxy Statement, was $7,977,535. Based on this information, our CEO Pay Ratio for fiscal 2018 was 32 to 1.

This CEO Pay Ratio represents our reasonable estimate calculated in a manner consistent with Item 402(u) of RegulationS-K and applicable guidance, which provide significant flexibility in how companies identify the median employee. Each company may use a different methodology and make different assumptions particular to that company. As a result, and as explained by the SEC when it adopted these rules, in considering this CEO Pay Ratio disclosure, stockholders should keep in mind that the rule was not designed to facilitate comparisons of CEO Pay Ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices and CEO Pay Ratio disclosures. Neither the Compensation Committee nor our management used our fiscal 2018 CEO Pay Ratio in making compensation decisions.

70    CExelixis, Inc.

Compensation Committee Interlocks and Insider Participation

OMMITTEECOMPENSATION COMMITTEE REPORT

REPORT

The material in this report is not “soliciting material,” is not deemed “filed” with the Securities and Exchange Commission and is not deemed to be incorporated by reference in any filing of Exelixis under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

The Compensation Committee of the Board of Directors of Exelixis, Inc., consisting solely of independent directors, has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement and, based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated into our Annual Report on Form10-K for the year ended December 30, 2016.

28, 2018.

Compensation Committee:

Charles Cohen, Chairman

Carl B. Feldbaum

Vincent T. Marchesi

Julie A. Smith

Lance Willsey




CCOMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONOMPENSATION COMMITTEE INTERLOCKSAND INSIDER PARTICIPATION


During 2016,2018, the Compensation Committee comprised Drs. Cohen, Marchesi and Willsey, Mr. Feldbaum and Ms. Smith. None of the members of the Compensation Committee during 20162018 has at any time been an officer or employee of Exelixis, except that Dr. Cohen served as our acting Chief Scientific Officer from December 1995 to April 1997, and was named an officer of one of our former subsidiaries from 2001 through March 2005, for which he did not receive any compensation. No interlocking relationship exists between the Board or Compensation Committee and the board of directors or compensation committee of any other company, nor has any interlocking relationship existed in the past.

CCERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONSERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The Board recognizes that related party transactions can present a heightened risk of potential or actual conflicts of interests. The Board adopted a written Statement of Policy with respect to transactionsRelated Person Transactions entered into with related parties. Under this policy, the Audit Committee has been tasked with responsibility to review and approve related party transactions. The policy provides that management shall present related party transactions to the Audit Committee for approval. The policy does not prevent management from entering into any related party transaction without prior approval of the Audit Committee, so long as such related party transaction is thereafter presented to the Audit Committee for ratification. If ratification is not forthcoming, then management shall make all reasonable efforts to cancel or annul such transaction.

Under the policy, a “related party” includes: any senior officer (including each executive officer or officer subject to Section 16 of the Securities Exchange Act of 1934, as amended)Act) or director of Exelixis; a person who is an immediate family member of a senior officer, director or director nominee; a security holder who is known to own of record or beneficially more than 5% percent of any class of our securities; a person who is an immediate family member of such security holder; or an entity which is owned or controlled by one of the aforementioned persons, or an entity in which one of the aforementioned persons has a substantial ownership interest in or control over such entity.

All related party transactions shall be disclosed in our applicable filings with the SEC as required under SEC rules. There were no related party transactions reportable under the SEC rules during fiscal 2018, other than as follows:

During 2018, BlackRock, Inc. (BlackRock), a global provider of investment, advisory and risk management solutions and a greater than 5% holder of our common stock, managed a portion of our cash and investments portfolio. As of December 28, 2018 and December 29, 2017, respectively, the fair value of cash and investments managed by BlackRock was $298.5 million and $141.0 million, which included $3.0 million and $1.0 million invested in the BlackRock Liquidity Money Market Fund. We incurred $0.2 million in fees for BlackRock advisory services performed during the year ended December 28, 2018.

2019 Proxy Statement    71




SECTIONSECTION 16(a) BBENEFICIAL OWNERSHIP REPORTING COMPLIANCEENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities of Exelixis. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 30, 2016,28, 2018, all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with except as follows: Mr. Senner failed to fileon a Form 4 relating to the withholding of shares to cover taxes in connection with the vesting of an RSU award on July 15, 2016. A Form 4/A reporting the transaction was subsequently filed on November 23, 2016.

timely basis.

HHOUSEHOLDING OF PROXY MATERIALSOUSEHOLDINGOF PROXY MATERIALS

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers, banks and other fiduciaries) to satisfy the delivery requirements for Notices of Internet Availability of Proxy Materials or other Annual Meeting materials with respect to two or more stockholders sharing the same address by delivering a single Notice or other Annual Meeting materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

This year, a number of brokers with account holders who are our stockholders will be householding proxy materials. A single Notice will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate Notice, please notify your broker or direct your written request to Investor Relations, Exelixis, Inc., 210 East Grand Avenue, South San Francisco,1851 Harbor Bay Parkway, Alameda, California 9408094502 or contact Exelixis, Inc., Investor Relations at(650) 837-7000. Stockholders who currently receive multiple copies of the Notice at their address and would like to request householding of their communications should contact their broker.

ANNUAL REPORT ON FORMANNUAL REPORTON FORM10-K

A copy of our Annual Report on Form10-K for the fiscal year ended December 30, 2016,28, 2018, including the consolidated financial statements, schedules and list of exhibits, and any particular exhibit specifically requested, is available without charge upon written request to: Investor Relations, Exelixis, Inc., 210 East Grand Avenue, South San Francisco,1851 Harbor Bay Parkway, Alameda, California 94080.

94502.

OOTHER MATTERSTHER MATTERS

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.


By Order of the Board of Directors

exelsiggca02.jpg
Jeffrey J. Hessekiel
Executive Vice President, General Counsel and Secretary
South San Francisco, California
April 13, 2017



APPENDIX A
Exelixis, Inc.
2017 Equity Incentive Plan
Adopted by the Board of Directors: February 23, 2017Directors

JEFFREY J. HESSEKIEL

Executive Vice President and General Counsel

Alameda, California

April     , 2019

72    Exelixis, Inc.

Amended

PRELIMINARY COPY

LOGO

EXELIXIS OTE 01—Carl B. Feldbaum, Esq. 04—Vincent T. Marchesi, M.D., Ph.D. 02—Maria C. Freire, Ph.D. 05—Julie Anne Smith 03—Alan M. Garber, M.D., Ph.D. For Against Abstain For Against Abstain For Against Abstain 1 P C F Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 0312EB Proposals — The Board of Directors recommend a vote FOR all the nominees listed and A FOR Proposals 2, 3 and 4. 2. To ratify the selection by the Compensation Committee: March 22, 2017

[Approved by the Stockholders: May 24, 2017]
1.General.

(a)Successor to and Continuation of 2014 Plan. The Plan is intended as the successor to and continuation of the Exelixis, Inc. 2014 Equity Incentive Plan (the “2014 Plan”). Following the Effective Date, no additional stock awards may be granted under the 2014 Plan. Any unallocated shares remaining available for grant under the 2014 Plan as of 12:01 a.m. Pacific time on the Effective Date (the “2014 Plan’s Available Reserve”) will cease to be available under the 2014 Plan at such time and will be added to the Share Reserve (as further described in Section 3(a) below) and be then immediately available for grant and issuance pursuant to Stock Awards granted under the Plan. In addition, from and after 12:01 a.m. Pacific timeon the Effective Date, all outstanding stock awards granted under the 2014 Plan, the Exelixis, Inc. 2000 Equity Incentive Plan, as amended and restated (the “2000 Plan”), the Exelixis, Inc. 2000 Non-Employee Directors’ Stock Option Plan (the “2000 Non-Employee Directors’ Plan”), the Exelixis, Inc. 2011 Equity Incentive Plan (the “2011 Plan”), and the Exelixis, Inc. 2016 Inducement Award Plan (the “2016 Inducement Plan”) will remain subject to the terms of the 2014 Plan, the 2000 Plan, the 2000 Non-Employee Directors’ Plan, the 2011 Plan or the 2016 Inducement Plan, as applicable; provided, however, that any shares subject to outstanding stock awards granted under the 2014 Plan, the 2000 Plan, the 2000 Non-Employee Directors’ Plan, the 2011 Plan or the 2016 Inducement Plan that (i) expire or terminate for any reason prior to exercise or settlement, (ii) are forfeited, cancelled or otherwise returned to the Company because of the failure to meet a contingency or condition required for the vesting of such shares, or (iii) other than with respect to outstanding options and stock appreciation rights granted under the 2014 Plan, the 2000 Plan, the 2000 Nonemployee Directors’ Plan, the 2011 Plan or the 2016 Inducement Plan with respect to which the exercise or strike price is at least one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the option or stock appreciation right on the date of grant (the “Prior Plans’ Appreciation Awards”), are reacquired or withheld (or not issued) by the Company to satisfy a tax withholding obligation in connection with a stock award (collectively, the “Prior Plans’ Returning Shares”) will immediately be added to the Share Reserve (as further described in Section 3(a) below) as and when such shares become Prior Plans’ Returning Shares and become available for issuance pursuant to Awards granted hereunder. All Awards granted on or after 12:01 a.m. Pacific timeon the Effective Date will be subject to the terms of this Plan.
(b)Eligible Award Recipients. Employees, Directors and Consultants are eligible to receive Awards.

(c)Available Awards. The Plan provides for the grant of the following types of Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards, (vi) Performance Stock Awards, (vii) Performance Cash Awards, and (viii) Other Stock Awards.

(d)Purpose. The Plan, through the granting of Awards, is intended to help the Company secure and retain the services of eligible award recipients, provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and provide a means by which the eligible recipients may benefit from increases in value of the Common Stock.

2.Administration.

(a)Administration by Board. The Board will administer the Plan. The Board may delegate administration of the Plan to aAudit Committee or Committees, as provided in Section 2(c).

(b)Powers of Board. The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i)To determine (A) who will be granted Awards; (B) when and how each Award will be granted; (C) what type of Award will be granted; (D) the provisions of each Award (which need not be identical), including when a person will be permitted to exercise or otherwise receive cash or Common Stock under the Award; (E) the number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Market Value applicable to a Stock Award.



(ii)To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for administration of the Plan and Awards. The Board, in the exercise of these powers, may correct any defect, omission or inconsistency in the Plan or in any Award Agreement, in a manner and to the extent it will deem necessary or expedient to make the Plan or Award fully effective.

(iii)To settle all controversies regarding the Plan and Awards granted under it.

(iv)To accelerate, in whole or in part, the time at which an Award may be exercised or vest (or the time at which cash or shares of Common Stock may be issued in settlement thereof).
(v)To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or termination of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent except as provided in subsection (viii) below.

(vi)To amend the Plan in any respect the Board deems necessary or advisable, including, without limitation, by adopting amendments relating to Incentive Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to make the Plan or Awards granted under the Plan compliant with the requirements for Incentive Stock Options or exempt from or compliant with the requirements for nonqualified deferred compensation under Section 409A of the Code, subject to the limitations, if any, of applicable law. However, if required by applicable law or listing requirements, and except as provided in Section 9(a) relating to Capitalization Adjustments, the Company will seek stockholder approval of any amendment of the Plan that (A) materially increases the number of shares of Common Stock available for issuance under the Plan, (B) materially expands the class of individuals eligible to receive Awards under the Plan, (C) materially increases the benefits accruing to Participants under the Plan, (D) materially reduces the price at which shares of Common Stock may be issued or purchased under the Plan, or (E) materially expands the types of Awards available for issuance under the Plan. Except as provided in the Plan (including Section 2(b)(viii)) or an Award Agreement, no amendment of the Plan will materially impair a Participant’s rights under an outstanding Award without the Participant’s written consent.

(vii)To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy the requirements of (A) Section 162(m) of the Code regarding the exclusion of performance-based compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (B) Section 422 of the Code regarding incentive stock options or (C) Rule 16b-3.

(viii)To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but not limited to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement, subject to any specified limits in the Plan that are not subject to Board discretion; provided, however, that a Participant’s rights under any Award will not be impaired by any such amendment unless (A) the Company requests the consent of the affected Participant, and (B) such Participant consents in writing. Notwithstanding the foregoing, (1) a Participant’s rights will not be deemed to have been impaired by any such amendment if the Board, in its sole discretion, determines that the amendment, taken as a whole, does not materially impair the Participant’s rights, and (2) subject to the limitations of applicable law, if any, the Board may amend the terms of any one or more Awards without the affected Participant’s consent (A) to maintain the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (B) to change the terms of an Incentive Stock Option, if such change results in impairment of the Award solely because it impairs the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (C) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code; or (D) to comply with other applicable laws or listing requirements.

(ix)Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company and that are not in conflict with the provisions of the Plan or Awards.

(x)To adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees, Directors or Consultants who are foreign nationals or employed outside the United States (provided that Board approval will not be necessary for immaterial modifications to the Plan or any Award Agreement that are required for compliance with the laws of the relevant foreign jurisdiction).

(c)Delegation to Committee.

(i)General. The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of the administrative powers the Committee is authorized to exercise


(and references in this Plan to the Board will thereafter be to the Committee or subcommittee, as applicable). Any delegation of administrative powers will be reflected in resolutions, not inconsistent with the provisions of the Plan, adopted from time to time by the Board or Committee (as applicable). The Committee may, at any time, abolish the subcommittee and/or revest in the Committee any powers delegated to the subcommittee. The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated.

(ii)Section 162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside Directors, in accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3.

(d)Delegation to an Officer. The Board may delegate to one or more Officers the authority to do one or both of the following (i) designate Employees who are not Officers to be recipients of Options and SARs (and, to the extent permitted by applicable law, other Stock Awards) and, to the extent permitted by applicable law, the terms of such Awards, and (ii) determine the number of shares of Common Stock to be subject to such Stock Awards granted to such Employees; provided, however, that the Board resolutions regarding such delegation will specify the total number of shares of Common Stock that may be subject to the Stock Awards granted by such Officer and that such Officer may not grant a Stock Award to himself or herself. Any such Stock Awards will be granted on the form of Award Agreement most recently approved for use by the Committee or the Board, unless otherwise provided in the resolutions approving the delegation authority. The Board may not delegate authority to an Officer who is acting solely in the capacity of an Officer (and not also as a Director) to determine the Fair Market Value pursuant to Section 13(w)(iii) below.

(e)Effect of Board’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons.

(f)Repricing; Cancellation and Re-Grant of Stock Awards. Neither the Board nor any Committee will have the authority to (i) reduce the exercise, purchase or strike price of any outstanding Option or SAR under the Plan, or (ii) cancel any outstanding Option or SAR that has an exercise price or strike price greater than the then-current Fair Market Value of the Common Stock in exchange for cash or other Stock Awards under the Plan, unless the stockholders of the Company have approved such an action within 12 months prior to such an event.

(g)Minimum Vesting Requirements. No Award will vest until at least twelve (12) months following the date of grant of the Award; provided, however, that up to five percent (5%) of the Share Reserve (as defined in Section 3(a)) may be subject to Awards which do not meet such vesting requirement.

(h)Dividends and Dividend Equivalents. Dividends or dividend equivalents may be paid or credited, as applicable, with respect to any shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agreement; provided, however, that (i) no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested under the terms of such Award Agreement, (ii) any dividends or dividend equivalents that are credited with respect to any such shares will be subject to all of the terms and conditions applicable to such shares under the terms of such Award Agreement (including, but not limited to, any vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the Company on the date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under the terms of such Award Agreement.

3.Shares Subject to the Plan.

(a)Share Reserve.

(i)Subject to Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Stock Awards from and after the Effective Date will not exceed (A) [________]1. shares (which number is the sum of (i) the number of shares ([________]2) subject to the 2014 Plan’s Available Reserve and (ii) an additional 24,000,000 new shares), plus (B) the Prior Plans’ Returning Shares, if any, which become available for grant under this Plan from time to time (such aggregate number of shares described in (A) and (B) above, the “Share Reserve”).

(ii)For clarity, the Share Reserve in this Section 3(a) is a limitation on the number of shares of Common Stock that may be issued pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except
1 To be determined on date of annual meeting.
2 To be determined on date of annual meeting.


as provided in Section 7(a). Shares may be issued in connection with a merger or acquisition as permitted by NASDAQ Listing Rule 5635(c) or, if applicable, NYSE Listed Company Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan.

(iii)Subject to Section 3(b), the number of shares of Common Stock available for issuance under the Plan will be reduced by: (A) one share for each share of Common Stock issued pursuant to an Option or SAR with respect to which the exercise or strike price is at least 100% of the Fair Market Value of the Common Stock subject to the Option or SAR on the date of grant; and (B) 1.5 shares for each share of Common Stock issued pursuant to a Full Value Award.

(b)Reversion of Shares to the Share Reserve.

(i)Shares Available For Subsequent Issuance. If (A) any shares of Common Stock subject to a Stock Award are not issued because such Stock Award or any portion thereof expires or otherwise terminates without all of the shares covered by such Stock Award having been issued or is settled in cash (i.e., the Participant receives cash rather than stock), (B) any shares of Common Stock issued pursuant to a Stock Award are forfeited back to or repurchased by the Company because of the failure to meet a contingency or condition required for the vesting of such shares, or (C) with respect to a Full Value Award, any shares of Common Stock are reacquired or withheld (or not issued) by the Company to satisfy a tax withholding obligation in connection with such Full Value Award, such shares will again become available for issuance under the Plan (collectively, the “2017 Plan Returning Shares”). For each (1) 2017 Plan Returning Share subject to a Full Value Award or (2) Prior Plans’ Returning Share subject to a stock award other than a Prior Plans’ Appreciation Award, the number of shares of Common Stock available for issuance under the Plan will increase by 1.5 shares.

(ii)Shares Not Available For Subsequent Issuance. Any shares of Common Stock reacquired or withheld (or not issued) by the Company to satisfy the exercise or purchase price of a Stock Award will no longer be available for issuance under the Plan, including any shares subject to a Stock Award that are not delivered to a Participant because such Stock Award is exercised through a reduction of shares subject to such Stock Award (i.e., “net exercised”). In addition, any shares reacquired or withheld (or not issued) by the Company to satisfy a tax withholding obligation in connection with an Option or Stock Appreciation Right or a Prior Plans’ Appreciation Award, or any shares repurchased by the Company on the open market with the proceeds of the exercise or strike price of an Option or Stock Appreciation Right or a Prior Plans’ Appreciation Award will no longer be available for issuance under the Plan.

(c)Incentive Stock Option Limit. Subject to the Share Reserve and Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will be 50,000,000 shares of Common Stock.

(d)Section 162(m) Limitations. Subject to the Share Reserve and Section 9(a) relating to Capitalization Adjustments, at such time as the Company may be subject to the applicable provisions of Section 162(m) of the Code, the following limitations will apply.

(i)A maximum of 5,000,000 shares of Common Stock subject to Options, SARs and Other Stock Awards whose value is determined by reference to an increase over an exercise or strike price of at least 100% of the Fair Market Value on the date any such Stock Award is granted may be granted to any one Participant during any one calendar year. Notwithstanding the foregoing, if any additional Options, SARs or Other Stock Awards whose value is determined by reference to an increase over an exercise or strike price of at least 100% of the Fair Market Value on the date the Stock Award is granted are granted to any Participant during any calendar year, compensation attributable to the exercise of such additional Stock Awards will not satisfy the requirements to be considered “qualified performance-based compensation” under Section 162(m) of the Code unless such additional Stock Award is approved by the Company’s stockholders.

(ii)A maximum of 5,000,000 shares of Common Stock subject to Performance Stock Awards may be granted to any one Participant during any one calendar year (whether the grant, vesting or exercise is contingent upon the attainment during the Performance Period of the Performance Goals).

(iii)A maximum of $10,000,000 subject to Performance Cash Awards may be granted to any one Participant during any one calendar year.

(e)Limitation on Grants to Non-Employee Directors. The (i) maximum number of shares of Common Stock subject to Stock Awards granted under the Plan or otherwise during any one calendar year (beginning with the 2017 calendar year) to any Non-Employee Director, taken together with the (ii) cash fees paid by the Company to such Non-Employee Director during such calendar year, and in both cases for service on the Board, will not exceed $750,000 in total value (calculating the value of


any such Stock Awards based on the grant date fair value of such Stock Awards for financial reporting purposes), or, with respect to the calendar year in which a Non-Employee Director is first appointed or elected to the Board, $1,500,000.

(f)Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise.

4.Eligibility.

(a)Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stock Awards may not be granted to Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in Rule 405, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, because the Stock Awards are granted pursuant to a corporate transaction such as a spin off transaction) or (ii) the Company, in consultation with its legal counsel, has determined that such Stock Awards are otherwise exempt from or alternatively comply with the distribution requirements of Section 409A of the Code.

(b)Ten Percent Stockholders. A Ten Percent Stockholder will not be granted an Incentive Stock Option unless the exercise price of such Option is at least 110% of the Fair Market Value on the date of grant and the Option is not exercisable after the expiration of five years from the date of grant.

5.Provisions Relating to Options and Stock Appreciation Rights.

Each Option or SAR will be in such form and will contain such terms and conditions as the Board deems appropriate. All Options will be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates will be issued for shares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The provisions of separate Options or SARs need not be identical; provided, however, that each Award Agreement will conform to (through incorporation of provisions hereof by reference in the applicable Award Agreement or otherwise) the substance of each of the following provisions:
(a)Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the expiration of seven years from the date of its grant or such shorter period specified in the Award Agreement.

(b)Exercise Price. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, the exercise or strike price of each Option or SAR will be not less than 100% of the Fair Market Value of the Common Stock subject to the Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike price lower than 100% of the Fair Market Value of the Common Stock subject to the Award if such Award is granted pursuant to an assumption of or substitution for another option or stock appreciation right pursuant to a Corporate Transaction and in a manner consistent with the provisions of Section 409A of the Code and, if applicable, Section 424(a) of the Code. Each SAR will be denominated in shares of Common Stock equivalents.

(c)Purchase Price for Options. The purchase price of Common Stock acquired pursuant to the exercise of an Option may be paid, to the extent permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. The Board will have the authority to grant Options that do not permit all of the following methods of payment (or that otherwise restrict the ability to use certain methods) and to grant Options that require the consent of the Company to use a particular method of payment. The permitted methods of payment are as follows:

(i)by cash, check, bank draft or money order payable to the Company;

(ii)pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the stock subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds;

(iii)by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock;



(iv)if an Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued. Shares of Common Stock will no longer be subject to an Option and will not be exercisable thereafter to the extent that (A) shares issuable upon exercise are used to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as a result of such exercise, and (C) shares are withheld to satisfy tax withholding obligations; or

(v)in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Agreement.

(d)Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the Company in compliance with the provisions of the Award Agreement evidencing such SAR. The appreciation distribution payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is vested under such SAR, and with respect to which the Participant is exercising the SAR on such date, over (B) the aggregate strike price of the number of Common Stock equivalents with respect to which the Participant is exercising the SAR on such date. The appreciation distribution may be paid in Common Stock, in cash, in any combination of the two or in any other form of consideration, as determined by the Board and contained in the Award Agreement evidencing such SAR.

(e)Transferability of Options and SARs. The Board may, in its sole discretion, impose such limitations on the transferability of Options and SARs as the Board will determine. In the absence of such a determination by the Board to the contrary, the restrictions set forth in this Section 5(e) on the transferability of Options and SARs will apply. Notwithstanding the foregoing or anything in the Plan or an Award Agreement to the contrary, no Option or SAR may be transferred to any financial institution without prior stockholder approval.

(i)Restrictions on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (and pursuant to Sections 5(e)(ii) and 5(e)(iii) below) and will be exercisable during the lifetime of the Participant only by the Participant. Subject to the foregoing paragraph, the Board may permit transfer of the Option or SAR in a manner that is not prohibited by applicable tax and securities laws. Except as explicitly provided in the Plan, neither an Option nor a SAR may be transferred for consideration.

(ii)Domestic Relations Orders. Subject to the approval of the Board of Directors of Ernst & Young LLP as Exelixis’ independent registered public accounting firm for the fiscal year ending January 3, 2020. 3. To approve the proposal of Exelixis’ Board of Directors to amend Exelixis’ Amended and Restated Certificate of Incorporation to declassify the Board of Directors to provide for annual elections by the 2020 Annual Meeting of Stockholders. 1. To elect the five Class II nominees for director named in the accompanying Proxy Statement to hold office until the 2022 Annual Meeting of Stockholders For Against Abstain NOTE: Please sign exactly as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian or a duly authorized Officer,custodian, please give full title as such. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. 4. To approve, on an Optionadvisory basis, the compensation of Exelixis’ named executive officers, as disclosed in the accompanying Proxy Statement. qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q 2019 Annual Meeting Proxy Card For Against Abstain 000004 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 ENDORSEMENT_LINE SACKPACK 1234 5678 9012 345 MMMMMMMMM MMMMMMMMMMMMMMM 4 1 3 6 9 0 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND C 1234567890 J N T C123456789 MMMMMMMMMMMM MMMMMMM 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext If no electronic voting, delete QR code and control # You may vote online or SAR mayby phone instead of mailing this card. Online Go to www.investorvote.com/EXEL or scan the QR code — login details are located in the shaded bar below. Phone Call toll free1-800-652-VOTE (8683) within the USA, US territories and Canada Votes submitted electronically must be transferred pursuantreceived by 11:59 p.m., Eastern Time, on May 21, 2019. Your vote matters – here’s how to the termsvote! in Proposals 1

LOGO

Notice of a domestic relations order, official marital settlement agreement or other divorce or separation instrument2019 Annual Meeting of Stockholders Proxy Solicited by Board of Directors for Annual Meeting — May 22, 2019 The undersigned hereby appoints Michael M. Morrissey, Christopher J. Senner and Jeffrey J. Hessekiel, and each of them, as permitted by Treasury Regulations Section 1.421-1(b)(2). If an Option is an Incentive Stock Option, such Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.


(iii)Beneficiary Designation. Subject to the approvalattorneys and proxies of the Board or a duly authorized Officer, a Participant may, by delivering written noticeundersigned, with full power of substitution, to the Company, in a form approved by the Company (or the designated broker), designate a third party who, upon the death of the Participant, will thereafter be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, upon the death of the Participant, the executor or administrator of the Participant’s estate will be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of applicable laws.

(f)Vesting Generally. The total number of shares of Common Stock subject to an Option or SAR may vest and become exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board may deem appropriate. The vesting provisions of individual Options or SARs may vary. The provisions of this Section 5(f) are subject to Section 2(g) and any Option or SAR provisions governing the minimum number of shares of Common Stock as to which an Option or SAR may be exercised.

(g)Termination of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and the Company or an Affiliate, if a Participant’s Continuous Service terminates (other than for Cause and other than upon the Participant’s death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of Continuous Service), but


only within such period of time ending on the earlier of (i) the date three months following such termination of Continuous Service (or such longer or shorter period specified in the Award Agreement), and (ii) the expiration of the term of the Option or SAR as set forth in the Award Agreement. If, after termination of Continuous Service, the Participant does not exercise his or her Option or SAR (as applicable) within the applicable time frame, the Option or SAR (as applicable) will terminate.

(h)Extension of Termination Date. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and the Company or an Affiliate,if the exercise of an Option or SAR following the termination of the Participant’s Continuous Service (other than for Cause and other than upon the Participant’s death or Disability) would be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, then the Option or SAR will terminate on the earlier of (i) the expiration of a total period of time (that need not be consecutive) equal to the applicable post-termination exercise period after the termination of the Participant’s Continuous Service during which the exercise of the Option or SAR would not be in violation of such registration requirements, or (ii) the expiration of the term of the Option or SAR as set forth in the applicable Award Agreement. In addition, unless otherwise provided in a Participant’s Award Agreement, if the sale of any Common Stock received upon exercise of an Option or SAR following the termination of the Participant’s Continuous Service (other than for Cause) would violate the Company’s insider trading policy, then the Option or SAR will terminate on the earlier of (i) the expiration of a period of time (that need not be consecutive) equal to the applicable post-termination exercise period after the termination of the Participant’s Continuous Service during which the sale of the Common Stock received upon exercise of the Option or SAR would not be in violation of the Company’s insider trading policy, or (ii) the expiration of the term of the Option or SAR as set forth in the applicable Award Agreement.

(i)Disability of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and the Company or an Affiliate, if a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of Continuous Service), but only within such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous Service (or such longer or shorter period specified in the Award Agreement), and (ii) the expiration of the term of the Option or SAR as set forth in the Award Agreement. If, after termination of Continuous Service, the Participant does not exercise his or her Option or SAR (as applicable) within the applicable time frame, the Option or SAR (as applicable) will terminate.

(j)Death of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and the Company or an Affiliate, if (i) a Participant’s Continuous Service terminates as a result of the Participant’s death, or (ii) the Participant dies within the period (if any) specified in the Award Agreement for exercisability after the termination of the Participant’s Continuous Service (for a reason other than death), then the Participant’s Option or SAR may be exercised (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of death) by the Participant’s estate, by a person who acquired the right to exercise the Option or SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participant’s death, but only within such period of time ending on the earlier of (i) the date 18 months following the date of death (or such longer or shorter period specified in the Award Agreement), and (ii) the expiration of the term of such Option or SAR as set forth in the Award Agreement. If, after the Participant’s death, the Option or SAR (as applicable) is not exercised within the applicable time frame, the Option or SAR (as applicable) will terminate.

(k)Termination for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement or other individual written agreement between the Participant and the Company or an Affiliate, if a Participant’s Continuous Service is terminated for Cause, the Participant’s Option or SAR will terminate immediately upon such termination of Continuous Service, and the Participant will be prohibited from exercising his or her Option or SAR from and after the time of such termination of Continuous Service.

(l)Non-Exempt Employees. If an Option or SAR is granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, the Option or SAR will not be first exercisable for any shares of Common Stock until at least six months following the date of grant of the Option or SAR (although the Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity Act, (i) if such non-exempt employee dies or suffers a Disability, (ii) upon a Corporate Transaction in which such Option or SAR is not assumed, continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the Participant’s Award Agreement, in another agreement between the Participant and the Company or an Affiliate, or, if no such definition, in accordance with the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or required for compliance with the Worker Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection with the exercise, vesting or issuance of any shares under any


other Stock Award will be exempt from the employee’s regular rate of pay, the provisions of this Section 5(l) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements.

6.Provisions of Stock Awards Other than Options and SARs.

(a)Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as the Board deems appropriate. To the extent consistent with the Company’s bylaws, at the Board’s election, shares of Common Stock underlying a Restricted Stock Award may be (i) held in book entry form subject to the Company’s instructions until any restrictions relating to the Restricted Stock Award lapse, or (ii) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. The terms and conditions of Restricted Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award Agreements need not be identical. Each Restricted Stock Award Agreement will conform to (through incorporation of the provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:

(i)Consideration. A Restricted Stock Award may be awarded in consideration for (A) cash, check, bank draft or money order payable to the Company, (B) past services to the Company or an Affiliate, or (C) any other form of legal consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.

(ii)Vesting. Subject to Section 2(g), shares of Common Stock awarded under the Restricted Stock Award Agreement may be subject to forfeiture to the Company in accordance with a vesting schedule to be determined by the Board.

(iii)Termination of Participant’s Continuous Service. If a Participant’s Continuous Service terminates, the Company may receive through a forfeiture condition or a repurchase right any orvote all of the shares of Common Stock held bystock of Exelixis, Inc. that the Participant as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreement.

(iv)Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by the Participant only upon such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board will determine in its sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted Stock Award Agreement. Notwithstanding the foregoing or anything in the Plan or a Restricted Stock Award Agreement to the contrary, no Restricted Stock Awardundersigned may be transferredentitled to vote at the Annual Meeting of Stockholders of Exelixis, Inc. to be held at the offices of Exelixis, Inc. at 1851 Harbor Bay Parkway, Alameda, CA 94502 on Wednesday, May 22, 2019, at 8:00 a.m. (local time), and at any financial institution without prior stockholder approval.

(b)Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will beand all postponements, continuations and adjournments thereof, with all powers that the undersigned would possess if personally present, upon and in such form and will contain such terms and conditions as the Board deems appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical. Each Restricted Stock Unit Award Agreement will conform to (through incorporation of the provisions hereof by reference in the Agreement or otherwise) the substance of eachrespect of the following provisions:

(i)Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be paid by the Participant upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if any) by the Participant for each share of Common Stock subject to a Restricted Stock Unit Award may be paid in any form of legal consideration that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.

(ii)Vesting. Subject to Section 2(g), at the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions on or conditions to the vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate.

(iii)Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award Agreement.

(iv)Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, the Board, as it deems appropriate, may impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award.



(v)Termination of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award Agreement, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous Service.

(c)Performance Awards.

(i)Performance Stock Awards. A Performance Stock Award is a Stock Award (covering a number of shares not in excess of that set forth in Section 3(d)(ii)) that is payable (including that may be granted, vest or be exercised) contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Stock Award may, but need not, require the Participant’s completion of a specified period of Continuous Service. Subject to Section 2(g), the length of any Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, if not required for compliance with Section 162(m) of the Code, the Board or the Committee), in its sole discretion. In addition, to the extent permitted by applicable law and the applicable Award Agreement, the Board may determine that cash may be used in payment of Performance Stock Awards.

(ii)Performance Cash Awards. A Performance Cash Award is a cash award (for a dollar value not in excess of that set forth in Section 3(d)(iii)) that is payable contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Cash Award may, but need not, require the Participant’s completion of a specified period of Continuous Service. Subject to Section 2(g), the length of any Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, if not required for compliance with Section 162(m) of the Code, the Board or the Committee), in its sole discretion. The Board may specify the form of payment of Performance Cash Awards, which may be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as the Board may specify, to be paid in whole or in part in cash or other property.

(iii)Committee and Board Discretion. The Committee (or, if not required for compliance with Section 162(m) of the Code, the Board or the Committee) retains the discretion to reduce or eliminate the compensation or economic benefit due upon the attainment of any Performance Goals and to define the manner of calculating the Performance Criteria it selects to use for a Performance Period.

(iv)Section 162(m) Compliance. Unless otherwise permitted in compliance with Section 162(m) of the Code with respect to an Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (A) the date 90 days after the commencement of the applicable Performance Period, and (B) the date on which 25% of the Performance Period has elapsed, and in any event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Prior to the payment of any compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will certify the extent to which any Performance Goals and any other material terms under such Award have been satisfied (other than in cases where the Performance Goals relate solely to the increase in the value of the Common Stock). Notwithstanding satisfaction or any completion of any Performance Goals, shares subject to Options, cash or other benefits granted, issued, retainable and/or vested under an Award on account of satisfaction of such Performance Goals may be reduced by the Committee on the basis of any further considerations as the Committee, in its sole discretion, will determine.

(d)Other Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, including the appreciation in value thereof (e.g., options or stock appreciation rights with an exercise price or strike price less than 100% of the Fair Market Value of the Common Stock at the time of grant) may be granted either alone or in addition to Stock Awards granted under Section 5 and this Section 6. Subject to the provisions of the Plan (including, but not limited to, Sections 2(g) and 2(h)), the Board will have sole and complete authority to determine the persons to whom and the time or times at which such Other Stock Awards will be granted, the number of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awards and all other terms and conditions of such Other Stock Awards.

7.Covenants of the Company.

(a)Availability of Shares. The Company will keep available at all times the number of shares of Common Stock reasonably required to satisfy then-outstanding Stock Awards.

(b)Securities Law Compliance. The Company will seek to obtain from each regulatory commission or agency having jurisdiction over the Plan the authority required to grant Stock Awards and to issue and sell shares of Common Stock upon


exercise of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company will be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Stock Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent issuance of cash or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities law.

(c)No Obligation to Notify or Minimize Taxes. The Company will have no duty or obligation to any Participant to advise such holder as to the time or manner of exercising a Stock Award. Furthermore, the Company will have no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award.

8.Miscellaneous.

(a)Use of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock issued pursuant to Stock Awards will constitute general funds of the Company.

(b)Corporate Action Constituting Grant of Awards. Corporate action constituting a grant by the Company of an Award to any Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument, certificate, or letter evidencing the Award is communicated to, or actually received or accepted by, the Participant. In the event that the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement or related grant documents as a result of a clerical error in the papering of the Award Agreement or related grant documents, the corporate records will control and the Participant will have no legally binding right to the incorrect terms in the Award Agreement or related grant documents.

(c)Stockholder Rights. No Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance of shares of Common Stock under, the Award pursuant to its terms, and (ii) the issuance of the Common Stock subject to such Award has been entered into the books and records of the Company.

(d)No Employment or Other Service Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or in connection with any Award granted pursuant thereto will confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate, or (iii) the service of a Director pursuant to the bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.

(e)Change in Time Commitment. In the event a Participant’s regular level of time commitment in the performance of his or her services for the Company or any Affiliate is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Participant, the Board has the right in its sole discretion to (x) make a corresponding reduction in the number of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date of such change in time commitment, and (y) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced or extended.

(f)Incentive Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise do not comply with such rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option Agreement(s).

(g)Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and


experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock subject to the Award for the Participant’s own account and not with any present intention of selling or otherwise distributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inoperative if (A) the issuance of the shares upon the exercise or acquisition of Common Stock under the Stock Award has been registered under a then currently effective registration statement under the Securities Act, or (B) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock.

(h)Withholding Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, in its sole discretion, satisfy any federal, state or local tax withholding obligation relating to an Award by any of the following means or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii)  withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Stock Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of tax that may be required to be withheld by law (or such other amount as may be permitted while still avoiding classification of the Stock Award as a liability for financial accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the Participant; or (v) by such other method as may be set forth in the Award Agreement.

(i)Electronic Delivery. Any reference herein to a “written” agreement or document will include any agreement or document delivered electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet (or other shared electronic medium controlled by the Company to which the Participant has access).

(j)Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise providing services to the Company. The Board is authorized to make deferrals of Awards and determine when, and in what annual percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous Service, and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law.

(k)Compliancethe following instructions, with Section 409Adiscretionary authority as to any and all other matters that may properly come before the meeting. UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED “FOR” ALL NOMINEES LISTED IN PROPOSAL 1 AND “FOR” PROPOSALS 2, 3 AND 4, AS MORE SPECIFICALLY DESCRIBED IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN ACCORDANCE THEREWITH. (Continued and to be marked, dated and signed, on the other side) Exelixis, Inc. qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q Change of Address — Please print new address below. Comments — Please print your comments below.Non-Voting Items Important notice regarding the Code. Unless otherwise expressly providedInternet availability of proxy materials for in an Award Agreement, the Plan and Award Agreements will be interpreted to the greatest extent possible in a manner that makes the Plan2019 Annual Meeting of Stockholders. The Proxy Statement and the Awards granted hereunder exempt from Section 409A of the Code, and,2018 Annual Report to the extent not so exempt, in compliance with Section 409A of the Code. To the extent that the Board determines that any Award granted hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and, to the extent applicable, the Plan and Award Agreements will be interpreted in accordance with the requirements of Section 409A of the Code. Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common StockStockholders are publicly traded and a Participant holding an Award that constitutes “deferred compensation” under Section 409A of the Code is a “specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount will be made upon a “separation from service” before a date that is six months following the date of such Participant’s “separation from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) or, if earlier, the date of the Participant’s death.

(l)Clawback/Recovery. All Awards granted under the Plan will be subject to recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other cash or property upon the occurrence of Cause. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company.



9.Adjustments upon Changes in Common Stock; Other Corporate Events.

(a)Capitalization Adjustments. In the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c), (iii) the class(es) and maximum number of securities that may be awarded to any person pursuant to Section 3(d), and (iv) the class(es) and number of securities and price per share of stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determination will be final, binding and conclusive.

(b)Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of the Company, all outstanding Stock Awards (other than Stock Awards consisting of vested and outstanding shares of Common Stock not subject to a forfeiture condition or the Company’s right of repurchase) will terminate immediately prior to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or subject to a forfeiture condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expired or terminated) before the dissolution or liquidation is completed but contingent on its completion.

(c)Corporate Transaction. The provisions of this Section 9(c) will apply to Stock Awards in the event of a Corporate Transaction unless otherwise provided in the instrument evidencing the Stock Award or any other written agreement between the Company or any Affiliate and the Participant or in any director compensation policy of the Company or unless otherwise expressly provided by the Board at the time of grant of a Stock Award.

(i)Stock Awards May Be Assumed. In the event of a Corporate Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or continue any or all Stock Awards outstanding under the Plan or may substitute similar stock awards for Stock Awards outstanding under the Plan (including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Stock Awards may be assigned by the Company to the successor of the Company (or the successor’s parent company, if any), in connection with such Corporate Transaction. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of a Stock Award or substitute a similar stock award for only a portion of a Stock Award, or may choose to assume or continue the Stock Awards held by some, but not all Participants. The terms of any assumption, continuation or substitution will be set by the Board.

(ii)Stock Awards Held by Current Participants. In the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent company) does not assume or continue such outstanding Stock Awards or substitute similar stock awards for such outstanding Stock Awards, then with respect to Stock Awards that have not been assumed, continued or substituted and that are held by Participants whose Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the “Current Participants”), the vesting of such Stock Awards (and, with respect to Options and Stock Appreciation Rights, the time when such Stock Awards may be exercised) will be accelerated in full to a date prior to the effective time of such Corporate Transaction (contingent upon the effectiveness of the Corporate Transaction) as the Board will determine (or, if the Board does not determine such a date, to the date that is five days prior to the effective time of the Corporate Transaction), and such Stock Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Corporate Transaction).

(iii)Stock Awards Held by Current Participants in Certain Control Acquisitions. In the event of a Control Acquisition that was not approved by the Board prior to the consummation of such transaction, then with respect to Stock Awards that are held by Current Participants, the vesting of such Stock Awards (and, with respect to Options and Stock Appreciation Rights, the time when such Stock Awards may be exercised) will be accelerated in full to a date prior to the effective time of such Control Acquisition (contingent upon the effectiveness of the Control Acquisition) as the Board will determine (or, if the Board does not determine such a date, to the date that is five days prior to the effective time of the Control Acquisition) and any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will lapse (contingent upon the effectiveness of the Control Acquisition).

(iv)Stock Awards Held by Persons other than Current Participants. In the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent company) does not assume or continue such outstanding Stock Awards or substitute similar stock awards for such outstanding Stock Awards, then with respect to Stock Awards


that have not been assumed, continued or substituted and that are held by persons other than Current Participants, such Stock Awards will terminate if not exercised (if applicable) prior to the effective time of the Corporate Transaction; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Stock Awards will not terminate and may continue to be exercised notwithstanding the Corporate Transaction.

(v)Payment for Stock Awards in Lieu of Exercise. Notwithstanding the foregoing, in the event a Stock Award will terminate if not exercised prior to the effective time of a Corporate Transaction, the Board may provide, in its sole discretion, that the holder of such Stock Award may not exercise such Stock Award but instead will receive a payment, in such form as may be determined by the Board, equal in value to the excess, if any, of (A) the value of the property the Participant would have received upon the exercise of the Stock Award immediately prior to the effective time of the Corporate Transaction (including, at the discretion of the Board, any unvested portion of such Stock Award), over (B) any exercise price payable by such holder in connection with such exercise. For clarity, this payment may be zero if the value of the property is equal to or less than the exercise price. Payments under this provision may be delayed to the same extent that payment of consideration to the holders of the Company’s Common Stock in connection with the Corporate Transaction is delayed as a result of escrows, earn outs, holdbacks or any other contingencies.

(d)Change in Control. The provisions of this Section 9(d) will apply to Stock Awards in the event of a Change in Control unless otherwise provided in the instrument evidencing the Stock Award or any other written agreement between the Company or any Affiliate and the Participant or in any director compensation policy of the Company or unless otherwise expressly provided by the Board at the time of grant of a Stock Award.

(i)If a Change in Control occurs and within one month before, as of, or within thirteen months after, the effective time of such Change in Control a Participant’s Continuous Service terminates due to an involuntary termination (not including death or Disability) without Cause or due to a voluntary termination with Good Reason, then the vesting of such Stock Awards (and, with respect to Options and Stock Appreciation Rights, the time when such Stock Awards may be exercised) will be accelerated in accordance with the vesting schedule applicable to such Stock Awards as if such Participant’s Continuous Service had continued for twelve months following the date of termination of Continuous Service. Such vesting acceleration will occur on the date of termination of such Participant’s Continuous Service, or if later, the effective date of the Change in Control (if the Participant’s termination of Continuous Service occurs prior to the Change in Control).

(ii)If any payment or benefit a Participant will or may receive from the Company or otherwise (a “280GPayment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment (a “Payment”) will be equal to the Reduced Amount. The “Reduced Amount” will be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Participant’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction will occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for the Participant. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”).

Notwithstanding any provision of the foregoing paragraph to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, will be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification will preserve to the greatest extent possible, the greatest economic benefit for the Participant as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without Cause), will be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code will be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code.
If a Participant receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of the first paragraph of this Section 9(d)(ii) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, the Participant agrees to promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of the first paragraph of this Section 9(d)(ii)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) of the first paragraph


of this Section 9(d)(ii), the Participant will have no obligation to return any portion of the Payment pursuant to the preceding sentence.
Unless the Participant and the Company agree on an alternative accounting firm or law firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of the Change in Control will perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company will appoint a nationally recognized accounting or law firm to make the determinations required hereunder. The Company will bear all expenses with respect to the determinations by such accounting or law firm required to be made hereunder.
The Company will use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to the Participant and the Company within 15 calendar days after the date on which the Participant’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time by the Participant or the Company) or such other time as requested by the Participant or the Company.
10.Termination or Suspension of the Plan.

(a)The Board may suspend or terminate the Plan at any time. No Incentive Stock Option will be granted afterthe tenth anniversary of the earlier of (i) the date the Plan is adopted by the Board, or (ii) the date the Plan is approved by the stockholders of the Company. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.

(b)No Impairment of Rights. Suspension or termination of the Plan will not materially impair rights and obligations under any Award granted while the Plan is in effect except with the written consent of the affected Participant or as otherwise permitted in the Plan.

11.Effective Date of Plan.

This Plan will become effective on the Effective Date.
12.Choice of Law.

The laws of the State of California will govern all questions concerning the construction, validity and interpretation of this Plan, without regard to that state’s conflict of laws rules.
13.
Definitions. As used in the Plan, the following definitions will apply to the capitalized terms indicated below:

(a) “Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the foregoing definition.

(b)“Award” means a Stock Award or a Performance Cash Award.

(c)“Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an Award.

(d)“Board” means the Board of Directors of the Company.

(e)“Capitalization Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment.

(f)“Cause”will have the meaning ascribed to such term in any written agreement between the Participant and the Company defining such term and, in the absence of such agreement, such term will mean, with respect to a Participant, the occurrence of any of the following events: (i) such Participant’s conviction of, or plea of no contest with respect to, any crime involving fraud, dishonesty or moral turpitude; (ii) such Participant’s attempted commission of or participation in a fraud or act


of dishonesty against the Company that results in (or might have reasonably resulted in) material harm to the business of the Company; (iii) such Participant’s intentional, material violation of any contract or agreement between the Participant and the Company or any statutory duty the Participant owes to the Company; or (iv) such Participant’s conduct that constitutes gross misconduct, insubordination, incompetence or habitual neglect of duties and that results in (or might have reasonably resulted in) material harm to the business of the Company. The determination that a termination of a Participant’s Continuous Service is for Cause will not be made unless and until there will have been delivered to such Participant a copy of a resolution duly adopted by the affirmative vote of at least a majority of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to such Participant and an opportunity for such Participant, together with such Participant’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board, such Participant was guilty of the conduct constituting “Cause” and specifying the particulars. Any determination by the Company that the Continuous Service of a Participant was terminated with or without Cause for the purposes of outstanding Awards held by such Participant will have no effect upon any determination of the rights or obligations of the Company or such Participant for any other purpose.

(g)“Change in Control” means the consummation, in a single transaction or in a series of related transactions, of any one or more of the following events:

(i)a sale, lease or other disposition of all or substantially all of the assets of the Company;

(ii)an acquisition by any Exchange Act Person of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rule) of securities of the Company representing at least 50% of the combined voting power entitled to vote in the election of Directors other than by virtue of a merger, consolidation or similar transaction;

(iii)a merger, consolidation or similar transaction in which the Company is not the surviving corporation; or

(iv)a reverse merger, consolidation or similar transaction in which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.

Notwithstanding the foregoing definition or any other provision of this Plan, the term Change in Control will not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company.
(h)“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.

(i)“Committee” means a committee of one or more Directors to whom authority has been delegated by the Board in accordance with Section 2(c).

(j)“Common Stock” means the common stock of the Company.

(k)“Company” means Exelixis, Inc., a Delaware corporation.

(l)“Consultant” means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated for such services. However, service solely as a Director, or payment of a fee for such service, will not cause a Director to be considered a “Consultant” for purposes of the Plan.Notwithstanding the foregoing, a person is treated as a Consultant under this Plan only if a Form S-8 Registration Statement under the Securities Act is available to register either the offer or the sale of the Company’s securities to such person.at: http://exel-annualstockholdermeeting.com


(m)“Continuous Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Director or Consultant or a change in the Entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, will not terminate a Participant’s Continuous Service; provided, however, thatif the Entity for which a Participant is rendering services ceases to qualify as an Affiliate, as determined by the Board, in its sole discretion, such Participant’s Continuous Service will be considered to have terminated on the date such Entity ceases to qualify as an Affiliate. For example, a change in status from an Employee of the Company to a Consultant of an Affiliate or to a Director will not constitute an interruption of Continuous Service. To the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s sole


discretion, may determine whether Continuous Service will be considered interrupted in the case of (i) any leave of absence approved by the Board or chief executive officer, including sick leave, military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence will be treated as Continuous Service for purposes of vesting in a Stock Award only to such extent as may be provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy applicable to the Participant, or as otherwise required by law.

(n)“Corporate Transaction” means the consummation, in a single transaction or in a series of related transactions, of any one or more of the following events:

(i)a sale, lease or other disposition of all or substantially all of the assets of the Company;

(ii)an acquisition by any Exchange Act Person of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rule) of securities of the Company representing at least 50% of the combined voting power entitled to vote in the election of Directors (a “Control Acquisition”);

(iii)a merger, consolidation or similar transaction in which the Company is not the surviving corporation; or

(iv)a reverse merger, consolidation or similar transaction in which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.

Notwithstanding the foregoing definition or any other provision of this Plan, the terms Corporate Transaction and Control Acquisition will not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company.
(o)“Covered Employee” will have the meaning provided in Section 162(m)(3) of the Code.

(p)“Director” means a member of the Board.

(q)“Disability” means, with respect to a Participant, the inability of such Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months, as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code, and will be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances.

(r)“Effective Date” means the effective date of this Plan document, which is the date of the annual meeting of stockholders of the Company held in 2017, provided this Plan is approved by the Company’s stockholders at such meeting.

(s)“Employee” means any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such services, will not cause a Director to be considered an “Employee” for purposes of the Plan.

(t)“Entity” means a corporation, partnership, limited liability company or other entity.

(u)“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(v)“Exchange Act Person”means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” will not include (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities.

(w)“Fair Market Value” means, as of any date, the value of the Common Stock determined as follows:



(i)If the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value of a share of Common Stock will be, unless otherwise determined by the Board, the closing sales price for such stock as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination, as reported in a source the Board deems reliable.

(ii)Unless otherwise provided by the Board, if there is no closing sales price for the Common Stock on the date of determination, then the Fair Market Value will be the closing selling price on the last preceding date for which such quotation exists.

(iii)In the absence of such markets for the Common Stock, the Fair Market Value will be determined by the Board in good faith and in a manner that complies with Sections 409A and 422 of the Code.

(x)“Full Value Award” means a Stock Award that is not an Option or SAR with respect to which the exercise or strike price is at least 100% of the Fair Market Value of the Common Stock subject to the Option or SAR on the date of grant.

(y)“Good Reason” means that one or more of the following are undertaken by the Company without the Participant’s express written consent:

(i)reduction of such Participant’s rate of compensation as in effect immediately prior to a Change in Control by greater than 10%, except to the extent the compensation of other similarly situated persons are accordingly reduced;

(ii)failure to provide a package of welfare benefit plans that, taken as a whole, provide substantially similar benefits to those in which such Participant is entitled to participate immediately prior to a Change in Control (except that such Participant’s contributions may be raised to the extent of any cost increases imposed by third parties) or any action by the Company that would adversely affect such Participant’s participation or reduce such Participant’s benefits under any of such plans;

(iii)a change in such Participant’s responsibilities, authority, titles or offices resulting in diminution of position, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith that is remedied by the Company promptly after notice thereof is given by such person;

(iv)a request that such Participant relocate to a worksite that is more than 50 miles from such Participant’s prior worksite, unless such person accepts such relocation opportunity;

(v)a material reduction in duties;

(vi)a failure or refusal of any successor company to assume the obligations of the Company under an agreement with such Participant; or

(vii)a material breach by the Company of any of the material provisions of an agreement with such Participant.

Notwithstanding the foregoing, a Participant will have “Good Reason” for his or her resignation only if: (a) such Participant notifies the Company in writing, within 30 days after the occurrence of one of the foregoing event(s), specifying the event(s) constituting Good Reason and that he or she intends to terminate his or her employment no earlier than 30 days after providing such notice; (b) the Company does not cure such condition within 30 days following its receipt of such notice or states unequivocally in writing that it does not intend to attempt to cure such condition; and (c) the Participant resigns from employment within 30 days following the end of the period within which the Company was entitled to remedy the condition constituting Good Reason but failed to do so.
(z) “Incentive Stock Option” means an option granted pursuant to Section 5 that is intended to be, and that qualifies as, an “incentive stock option” within the meaning of Section 422 of the Code.

(aa)“Non-Employee Director”means a Director who either (i) is not a current employee or officer of the Company or an Affiliate, does not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess an interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3.



(bb)    “Nonstatutory Stock Option” means any option granted pursuant to Section 5 that does not qualify as an Incentive Stock Option.

(cc)    “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act.

(dd)    “Option” means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant to the Plan.

(ee)    “Option Agreement” means a written agreement between the Company and an Optionholder evidencing the terms and conditions of an Option grant. Each Option Agreement will be subject to the terms and conditions of the Plan.

(ff)    “Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.

(gg)    “Other Stock Award” means an award based in whole or in part by reference to the Common Stock which is granted pursuant to the terms and conditions of Section 6(d).

(hh)    “Other Stock Award Agreement”means a written agreement between the Company and a holder of an Other Stock Award evidencing the terms and conditions of an Other Stock Award grant. Each Other Stock Award Agreement will be subject to the terms and conditions of the Plan.

(ii)    “Outside Director” means a Director who either (i) is not a current employee of the Company or an “affiliated corporation” (within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company or an “affiliated corporation” who receives compensation for prior services (other than benefits under a tax-qualified retirement plan) during the taxable year, has not been an officer of the Company or an “affiliated corporation,” and does not receive remuneration from the Company or an “affiliated corporation,” either directly or indirectly, in any capacity other than as a Director, or (ii) is otherwise considered an “outside director” for purposes of Section 162(m) of the Code.

(jj)    “Own,”“Owned,”“Owner,”“Ownership”A person or Entity will be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.

(kk)    “Participant” means a person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Stock Award.

(ll)    “Performance Cash Award” means an award of cash granted pursuant to the terms and conditions of Section 6(c)(ii).

(mm)    “Performance Criteria” means the one or more criteria that the Committee (or, if not required for compliance with Section 162(m) of the Code, the Board or the Committee) will select for purposes of establishing the Performance Goals for a Performance Period. The Performance Criteria that will be used to establish such Performance Goals may be based on any one of, or combination of, the following as determined by the Committee (or Board, if applicable): (1) earnings (including earnings per share and net earnings); (2) earnings before interest, taxes and depreciation; (3) earnings before interest, taxes, depreciation and amortization; (4) total stockholder return; (5) return on equity or average stockholder’s equity; (6) return on assets, investment, or capital employed; (7) stock price; (8) margin (including gross margin); (9) income (before or after taxes); (10) operating income; (11) operating income after taxes; (12) pre-tax profit; (13) operating cash flow; (14) sales or revenue targets; (15) increases in revenue or product revenue; (16) expenses and cost reduction goals; (17) improvement in or attainment of working capital levels; (18) economic value added (or an equivalent metric); (19) market share; (20) cash flow; (21) cash flow per share; (22) share price performance; (23) debt reduction; (24) implementation or completion of projects or processes; (25) customer satisfaction; (26) stockholders’ equity; (27) capital expenditures; (28) debt levels; (29) operating profit or net operating profit; (30) workforce diversity; (31) growth of net income or operating income; (32) billings; and (33) to the extent that an Award is not intended to comply with Section 162(m) of the Code, other measures of performance selected by the Committee or Board.

(nn)    “Performance Goals” means, for a Performance Period, the one or more goals established by the Committee (or, if not required for compliance with Section 162(m) of the Code, the Board or the Committee) for the Performance Period based upon the Performance Criteria. Performance Goals may be based on a Company-wide basis, with respect to one or more


business units, divisions, Affiliates, or business segments, and in either absolute terms or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. Unless specified otherwise by the Committee (or, if not required for compliance with Section 162(m) of the Code, the Board or the Committee) (i) in the Award Agreement at the time the Award is granted or (ii) in such other document setting forth the Performance Goals at the time the Performance Goals are established, the Committee (or Board, if applicable) will appropriately make adjustments in the method of calculating the attainment of Performance Goals for a Performance Period as follows: (1) to exclude restructuring and/or other nonrecurring charges; (2) to exclude exchange rate effects, as applicable, for non-U.S. dollar denominated Performance Goals; (3) to exclude the effects of changes to generally accepted accounting principles; (4) to exclude the effects of any statutory adjustments to corporate tax rates; (5) to exclude the effects of any items that are “unusual” in nature or occur “infrequently” as determined under generally accepted accounting principles.

(oo)    “Performance Period” means the period of time selected by the Committee (or, if not required for compliance with Section 162(m) of the Code, the Board or the Committee) over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to and the payment of a Performance Stock Award or a Performance Cash Award. Performance Periods may be of varying and overlapping duration, at the sole discretion of the Committee (or Board, if applicable).

(pp)    “Performance Stock Award” means a Stock Award granted under the terms and conditions of Section 6(c)(i).

(qq)    “Plan” means this Exelixis, Inc. 2017 Equity Incentive Plan.

(rr)    “Restricted Stock Award” means an award of shares of Common Stock which is granted pursuant to the terms and conditions of Section 6(a).

(ss)    “Restricted Stock Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Award evidencing the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award Agreement will be subject to the terms and conditions of the Plan.

(tt)    “Restricted Stock Unit Award”means a right to receive shares of Common Stock which is granted pursuant to the terms and conditions of Section 6(b).

(uu)    “Restricted Stock Unit Award Agreement”means a written agreement between the Company and a holder of a Restricted Stock Unit Award evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock Unit Award Agreement will be subject to the terms and conditions of the Plan.

(vv)    “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.

(ww)    “Rule 405” means Rule 405 promulgated under the Securities Act.

(xx)    “Securities Act” means the Securities Act of 1933, as amended.

(yy)    “Stock Appreciation Right” or “SAR”means a right to receive the appreciation on Common Stock that is granted pursuant to the terms and conditions of Section 5.

(zz)    “Stock Appreciation Right Agreement” means a written agreement between the Company and a holder of a Stock Appreciation Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreement will be subject to the terms and conditions of the Plan.

(aaa)    “Stock Award” means any right to receive Common Stock granted under the Plan, including an Incentive Stock Option, a Nonstatutory Stock Option, a Stock Appreciation Right, a Restricted Stock Award, a Restricted Stock Unit Award, a Performance Stock Award or any Other Stock Award.

(bbb)    “Stock Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of a Stock Award grant. Each Stock Award Agreement will be subject to the terms and conditions of the Plan.

(ccc)    “Subsidiary” means, with respect to the Company, (i) any corporation of which more than 50% of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether,


at the time, stock of any other class or classes of such corporation will have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability company or other entity in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than 50%.

(ddd)    “Ten Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Affiliate.




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