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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 4, 2021, the Compensation Committee
of the Board of Directors of Exelixis, Inc. (“Exelixis”) approved a cash bonus payment for Michael M. Morrissey, Ph.D., Exelixis’ President and Chief Executive Officer, pursuant to the Exelixis Annual Cash Bonus Program for Executives (the “ABP”).
The ABP provides for the payment of annual performance-based cash bonus awards to Dr. Morrissey, the amount of which is based on a pre-set target percentage of Dr. Morrissey’s annual base salary for the applicable ABP 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, if applicable. For Dr. Morrissey, the terms of the ABP provide that the amount of the cash bonus award for a calendar year depends upon Exelixis’ achievement of applicable corporate performance goals established by the Compensation
Committee for that year.
In accordance with the terms of the ABP and giving consideration to Exelixis’ overall performance during 2020 and challenges posed by changing market conditions and the COVID-19 pandemic during 2020, which challenges rendered certain of the previously established corporate performance goals impossible or impractical to fully achieve, the Compensation Committee approved an annual cash bonus payment of $1,281,596 for Dr. Morrissey.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.