Executive pay and equity plan on ballot at Exelixis (NASDAQ: EXEL) 2026 meeting

Rhea-AI Filing Summary

Exelixis, Inc. calls a virtual 2026 Annual Meeting on May 26, 2026, asking stockholders to elect eleven directors, ratify Ernst & Young LLP as auditor, approve a 2,000,000‑share increase to the 2017 Equity Incentive Plan, and give an advisory Say‑on‑Pay vote.

The company highlights 2025 as its ninth consecutive year of operating profitability, with total revenue of $2.32 billion, up 7% year over year, driven by the cabozantinib franchise. Exelixis filed its first New Drug Application for zanzalintinib, accepted for FDA review in early 2026, and continued pivotal trials.

Management emphasizes disciplined capital allocation, including share repurchases, and a one‑time broad‑based equity grant to reinforce ownership culture and retention. The proxy details board composition, committee structure, director independence, and extensive governance, risk oversight and compensation frameworks aligned to long‑term oncology growth.

Key Figures

2025 total revenue: $2.32 billion Revenue growth: 7% Operating profitability streak: 9 years +5 more

8 metrics

2025 total revenue $2.32 billion Fiscal year 2025, 7% year-over-year growth

Revenue growth 7% Year-over-year increase in 2025 total revenue

Operating profitability streak 9 years Consecutive years of operating profitability through fiscal 2025

Shares outstanding 254,008,174 shares Common stock outstanding and entitled to vote as of March 31, 2026

Equity plan share increase 2,000,000 shares Additional shares authorized under amended 2017 Equity Incentive Plan

Compensation consultant fees $474,358 2025 payments to Aon Human Capital Solutions for compensation consulting

Survey and data services fees $41,520 2025 payments to Aon affiliate Radford for compensation surveys

Insurance brokerage fees $223,200 2025 payments to Aon Risk Services for insurance brokerage

Key Terms

Say on Pay, Record Date, broker non-vote, majority of the votes cast, +2 more

6 terms

Say on Pay financial

"To approve, on an advisory basis, the compensation of Exelixis’ Named Executive Officers, as disclosed in the Proxy Statement accompanying this Notice of Annual Meeting (Say on Pay)."

Say on pay is a shareholder vote—typically nonbinding—on a company’s executive compensation package, allowing investors to approve or reject how top managers are paid. Think of it as a public performance review: widespread disapproval can signal poor governance, prompt changes to pay practices, attract activist investors, and influence investor confidence and share value. It matters because it gives owners a direct way to influence compensation that affects company incentives and long-term performance.

Record Date financial

"The record date for the Annual Meeting is March 31, 2026."

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

broker non-vote financial

"Your shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. This is called a “broker non-vote.”"

majority of the votes cast financial

"In an uncontested election such as this, directors are elected by a majority of the votes cast."

independent registered public accounting firm financial

"To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as Exelixis’ independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Corporate Governance Guidelines financial

"Our Corporate Governance Guidelines, can be viewed at www.exelixis.com under the caption “Investors & News— Corporate Governance—Corporate Governance Documents and Information.”"

A company’s corporate governance guidelines are a set of written rules and practices that explain how its board and executives make decisions, oversee risks, and hold themselves accountable—think of them as the organization’s playbook for fair and responsible leadership. Investors care because these guidelines shape how transparent decision-making is, reduce the chance of surprises or conflicts, and influence long‑term stability and trust, much like house rules keep a household running smoothly.

Compensation Summary

Compensation details

Key Proposals

• Election of eleven directors
• Ratification of Ernst & Young LLP as independent auditor
• Amendment and restatement of 2017 Equity Incentive Plan, including 2,000,000 additional shares
• Advisory vote on compensation of Named Executive Officers

Proxy Statements (DEF 14A): Pay, Votes, and Board Changes →

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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.    )

___________________

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

EXELIXIS, INC.

(Name of registrant as specified in its charter)

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

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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1851 Harbor Bay Parkway   

Alameda, CA 94502 

DEAR FELLOW STOCKHOLDERS,

Exelixis’ mission remains clear: to help cancer patients recover stronger and live longer. Guided by that mission, the

company continues to focus on building next-generation oncology franchises that can deliver sustainable long‑term

value for patients and stockholders. Fiscal year 2025 was Exelixis’ ninth consecutive year of operating profitability and

another year of solid execution across the company’s commercial and research and development priorities. Total

revenues for the year were $2.32 billion, representing 7% growth year over year, reflecting the continued strength of

the cabozantinib franchise. The company presented pivotal data and subsequently filed its first New Drug Application

for zanzalintinib, which the FDA accepted for review in early 2026, initiated its third zanzalintinib pivotal trial, made

plans for further studies, and advanced its broader portfolio.

During this period of productivity, Exelixis remained focused on disciplined capital allocation and balance sheet

strength, supported by active Board oversight of the company’s strategy and risk profile. Throughout 2025, the

company returned capital to stockholders through its share repurchase programs, reflecting the Board’s ongoing

commitment to balancing investment in the business with the return of capital while maintaining financial flexibility to

support long‑term strategic objectives. The Board also devoted significant time to overseeing the company’s pipeline

strategy and long‑term planning, seeking to ensure appropriate balance between near‑term performance and

investment in the future.

Recognizing the importance of 2025 as a pivotal year for the company’s ambitions to make zanzalintinib its second

oncology franchise, the Board and the Compensation Committee devoted significant attention to compensation and

human capital oversight during this period of strategic transition. In this context, the Board approved a one‑time equity

award granted broadly to employees, designed to reinforce a culture of shared ownership, and to support employee

retention as Exelixis advances its long‑term objectives. More broadly, the company’s executive compensation program

continues to emphasize pay‑for‑performance principles, alignment with stockholder interests, and long‑term value

creation, as described in this proxy statement.

Looking ahead, the Board remains focused on supporting management as Exelixis executes against its strategic

priorities, including advancing its pipeline, building on the strength of its commercial portfolio and navigating an

evolving and competitive operating environment. We believe the company is well positioned to pursue its objectives

with financial discipline and a long‑term perspective.

We appreciate your continued support and investment in Exelixis and encourage your participation in the company’s

2026 Annual Meeting of Stockholders. Please see the accompanying notice and proxy materials for additional

information on the meeting and the matters up for vote.

Thank you for your confidence in Exelixis.

Very truly yours,

Stelios Papadopoulos, Ph.D. Chair of the Board	Julie Anne Smith Chair of the Compensation Committee

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1851 Harbor Bay Parkway

Alameda, CA 94502

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

TO BE HELD ON MAY 26, 2026

To the Stockholders of Exelixis, Inc.:

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (Annual Meeting) of Exelixis, Inc., a Delaware

corporation (Exelixis), will be held on Tuesday, May 26, 2026, at 9:00 a.m., Pacific Time. The Annual Meeting will be

held virtually and conducted via live webcast. You will be able to attend the virtual Annual Meeting, submit your

questions and vote your shares online during the meeting by visiting www.virtualshareholdermeeting.com/EXEL2026

and using your 16-digit control number to enter the Annual Meeting. In addition, you may view a list of stockholders

entitled to vote at the Annual Meeting, submit your questions and vote your shares online in advance of the Annual

Meeting by visiting www.proxyvote.com and using your 16-digit control number. The Annual Meeting will be held for

the following purposes.

The Annual Meeting will be held for the following purposes:

1.To elect the eleven nominees for director to hold office until the next annual meeting of stockholders and until his

or her successor is duly elected and qualified or until his or her earlier death, resignation or removal.

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 January 1, 2027.

3.To amend and restate the Exelixis, Inc. 2017 Equity Incentive Plan to, among other things, increase the number of

shares authorized for issuance by 2,000,000 shares.

4.To approve, on an advisory basis, the compensation of Exelixis’ Named Executive Officers, as disclosed in the

Proxy Statement accompanying this Notice of Annual Meeting (Say on Pay).

5.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 of Annual Meeting.

You will only be able to register your attendance and gain access to the virtual Annual Meeting by using your 16-digit

control number provided on your Notice of Internet Availability of Proxy Materials (Notice of Availability), your proxy

card or your voting instruction form. It is, therefore, important to retain your Notice of Availability or a copy of your

proxy card or voting instruction form. If you are a beneficial owner of shares held in “street name” who did not receive

a 16-digit control number via email or on your Notice of Availability or voting instruction form and you wish to attend

the Annual Meeting, please follow the specific instructions from your broker, bank or other stockholder of record,

including any requirement to obtain a valid legal proxy.

The list of stockholders of record entitled to vote at the virtual Annual Meeting will be available for inspection by

contacting our Corporate Secretary 10 days prior to the Annual Meeting during ordinary business hours at our principal

executive offices located at 1851 Harbor Bay Parkway, Alameda, California 94502.

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Instead of sending a paper copy of our Proxy Statement and our Annual Report for the fiscal year ended January 2,

2026 (Annual Report) to all of our stockholders, we are mailing a Notice of Availability. The Notice of Availability

contains instructions on how to access those documents over the Internet. The Notice of Availability also contains

instructions on how to request a paper copy of our proxy materials, including this Proxy Statement, our Annual Report

and a form of proxy card or voting instruction form. Any stockholders who do not receive a Notice of Availability will

receive a paper copy of the proxy materials by mail. We believe that this approach permits us to provide our

stockholders with the pertinent information 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, 2026. 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 2026 Annual Meeting of Stockholders to be

held on May 26, 2026, at 9:00 a.m., Pacific Time, via live webcast at www.virtualshareholdermeeting.com/

EXEL2026. You will need your 16-digit control number provided on your Notice of Internet Availability of Proxy

Materials, your proxy card or your voting instruction form to gain access to the virtual Annual Meeting.

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

annualstockholdermeeting.com.

The Board of Directors recommends that you vote “FOR” Proposal Nos. 1-4 identified above.

By Order of the Board of Directors

BRENDA J. HEFTI, J.D., Ph.D.

Senior Vice President and General Counsel

Alameda, California

April 15, 2026

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING, 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 PROXY MATERIALS. EVEN IF YOU HAVE

VOTED BY PROXY, YOU MAY STILL VOTE IF YOU ATTEND THE VIRTUAL 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 VOTING INSTRUCTION

FORM THEY SEND TO YOU, AND THEY WILL VOTE YOUR SHARES AS YOU DIRECT.

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PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

May 26, 2026

Proposals to be voted on at the 2026 Annual Meeting of Stockholders

1.To elect the eleven nominees for director named in the Proxy Statement accompanying this Notice of Annual               

Meeting to hold office until the next annual meeting of stockholders and until his or her successor is duly elected

and qualified or until his or her death, resignation or removal.

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 January 1, 2027.

3.To amend and restate the Exelixis, Inc. 2017 Equity Incentive Plan to, among other things, increase the shares

authorized for issuance by 2,000,000 shares.

4.To approve, on an advisory basis, the compensation of Exelixis’ Named Executive Officers, as disclosed in the

Proxy Statement accompanying this Notice of Annual Meeting.

5.To conduct any other business properly brought before the meeting.

Important notice regarding the availability of proxy materials for the 2026 Annual Meeting of Stockholders to be

held on May 26, 2026, at 9:00 a.m., Pacific Time, via live webcast at www.virtualshareholdermeeting.com/

EXEL2026. You will need your 16-digit control number provided on your Notice of Internet Availability of Proxy

Materials, your proxy card or your voting instruction form to gain access to the virtual Annual Meeting.

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

annualstockholdermeeting.com.

We intend to mail the Notice of Internet Availability of Proxy Materials relating to the Annual Meeting on or about

April 15, 2026 to all stockholders of record entitled to vote at the Annual Meeting.

i Exelixis, Inc.

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TABLE OF CONTENTS

Questions and Answers About These Proxy Materials and Voting	1
Proposal 1: Election of Directors	9
Director Nominees	12
Board Committees	20
Audit Committee	20
Compensation Committee	21
Governance Committee	22
Research & Development Committee	23
Risk Committee	24
Meetings and Attendance	24
Corporate Governance	25
Compensation of Directors	31
Director Compensation Table	33
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm	35
Report of the Audit Committee	37
Proposal 3: Amendment and Restatement of the Exelixis, Inc., 2017 Equity Incentive Plan	38
Proposal 4: Advisory Vote on the Compensation of the Named Executive Officers	55
Required Vote and Board of Directors Recommendation	55
Security Ownership of Certain Beneficial Owners and Management	56
Delinquent Section 16(a) Reports	58
Information about our Executive Officers	59
Compensation of Executive Officers	61
Compensation Discussion and Analysis	61
Executive Summary	61
How We Determine Executive Compensation	67
Compensation Elements	70
Compensation Mix	72
2025 Compensation Decisions	72
Other Compensation Information	83
Compensation Policies and Practices as They Relate to Risk Management	86
Compensation Committee Report	86
Summary of Compensation	88
Grants of Plan-Based Awards	91
Compensation Arrangements	93
Outstanding Equity Awards at Fiscal Year-End	94
Option Exercises and Stock Vested	97
Potential Payments Upon Termination or Change in Control	97
CEO Pay Ratio	102
Pay Versus Performance	103
Compensation Committee Interlocks and Insider Participation	107
Certain Relationships and Related Party Transactions	107
Householding of Proxy Materials	107
Annual Report on Form 10-K	108
Other Matters	108

2026 Proxy Statement 1

Table of Contents Proxy Statement | Questions and Answers

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS

AND 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 (the Board), of Exelixis, Inc. (sometimes

referred to as “we,” “us,” the “company” or “Exelixis”) is soliciting your proxy to vote at the 2026 Annual Meeting

of Stockholders (Annual Meeting), including at any adjournments or postponements of the meeting. The Annual

Meeting will be held virtually, on Tuesday, May 26, 2026, at 9:00 a.m., Pacific Time, via live webcast at

www.virtualshareholdermeeting.com/EXEL2026. We invite you to attend the Annual Meeting to vote your shares on

the proposals described in this Proxy Statement, which will require your 16-digit control number provided on your

Notice of Internet Availability of Proxy Materials (described below), your proxy card or your voting instruction form.

Therefore, it is important to retain your Notice of Internet Availability of Proxy Materials or a copy of your proxy card or

voting instruction form. Alternatively, you may simply complete, sign and return a proxy card, or follow the instructions

below to vote your shares over the telephone or on the Internet.

We intend to send or make available these materials to stockholders on or about April 15, 2026.

Why is the Annual Meeting being held as a virtual Annual Meeting?

Our virtual Annual Meeting is designed to ensure that our stockholders who attend virtually will be afforded the same

rights and opportunities to participate as they would at an in-person meeting. Accordingly, as a stockholder, you will be

able to listen, submit questions and vote your shares online from any location in the world and at no cost, at

www.virtualshareholdermeeting.com/EXEL2026 by using your 16-digit control number provided on your Notice of

Internet Availability of Proxy Materials, proxy card or voting instruction form that accompanied your proxy materials.

Alternatively, you may submit your questions and vote your shares online in advance of the meeting by visiting

www.proxyvote.com and using your 16-digit control number.

The live webcast will begin promptly on Tuesday, May 26, 2026, at 9:00 a.m., Pacific Time. We encourage you to access

the meeting prior to the start time to allow ample time for the check-in procedures.

What is included in these proxy materials?

These proxy materials include:

››The Notice of Annual Meeting;

››The Proxy Statement for the Annual Meeting; and

››Our Annual Report on Form 10-K for the fiscal year ended January 2, 2026, as filed with the Securities and

Exchange Commission (SEC) on February 10, 2026 (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 a 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. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials

(Notice of Availability) to our stockholders who have not asked us to provide proxy materials in printed form. This

method allows us to deliver the proxy materials to you more quickly, while lowering costs and conserving natural

resources. All stockholders receiving a Notice of Availability can request a printed set of proxy materials. Moreover, all

stockholders can access the proxy materials at www.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.

2 Exelixis, Inc.

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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 the 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. 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.

How can I access the list of stockholders of record?

The list of stockholders of record entitled to vote at the Annual Meeting will be available for 10 days prior to the Annual

Meeting for any purpose germane to the Annual Meeting, between the hours of 9:00 a.m. and 5:00 p.m., Pacific Time,

at our principal executive offices located at 1851 Harbor Bay Parkway, Alameda, California 94502 by contacting our

Corporate Secretary.

The list of stockholders of record will also be available via the virtual meeting website at

www.virtualshareholdermeeting.com/EXEL2026 prior to the Annual Meeting.

Who may vote at the Annual Meeting?

Only stockholders of record at the close of business on March 31, 2026 (the Record Date) will be entitled to vote at the

Annual Meeting. On the Record Date, there were 254,008,174 shares of common stock outstanding and entitled

to vote.

Stockholder of Record: Shares Registered in Your Name

If on the Record Date, 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 at the Annual 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 Other Stockholder of Record

(i.e., “Street Name”)

If on the Record Date, 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,” 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 stockholder of record regarding how to vote the shares in your account, and we invite you to attend the

Annual Meeting. Many brokers, banks or stockholders of record will provide you with a 16-digit control number via

email or in your Notice of Availability or voting instruction form in order to attend and vote your shares at the Annual

Meeting. If you did not receive a 16-digit control number via email or on your Notice of Availability or voting instruction

form, you will be provided with other instructions from your broker, bank or other stockholder of record that must be

followed, including any requirement to obtain a valid legal proxy, in order for your broker, bank or other stockholder of

record to vote your shares per your instructions or to attend and vote your shares at the Annual Meeting. Many

brokers, banks or other stockholders of record allow a stockholder to obtain a valid legal proxy either online or by mail,

and we recommend that you contact your broker, bank or other stockholder of record to do so.

What am I voting on?

The following four matters are scheduled for a vote at the Annual Meeting:

››Election of the eleven nominees for director named herein to hold office until the next annual meeting of

stockholders and until his or her successor is duly elected and qualified or until his or her earlier death,

resignation or removal;

››Ratification of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year

ending January 1, 2027;

››Approval of the amendment and restatement of the Exelixis, Inc. 2017 Equity Incentive Plan (2017 Plan)

to, among other things, increase the number of shares authorized for issuance by 2,000,000 shares; and

2026 Proxy Statement 3

Table of Contents Proxy Statement | Questions and Answers

››Advisory approval of the compensation of our Named Executive Officers, as disclosed in this Proxy

Statement (Say on Pay).

How do I vote?

Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted.

You may still attend the Annual Meeting and vote even if you have already voted by proxy.

Stockholder of Record: Shares Registered in Your Name

As a stockholder of record, you have four ways to vote:

At Virtual Meeting	››     To vote at the Annual Meeting, follow the instructions at www.virtualshareholdermeeting.com/ EXEL2026. You will need your 16-digit control number provided on your Notice of Availability, your proxy card or your voting instruction form to gain access to the Annual Meeting.
Via Internet	››     To vote on the Internet, go to www.proxyvote.com and follow the instructions provided in the Notice of Availability. You will need your 16-digit control number provided on your Notice of Availability, your proxy card or your voting instruction form to vote your shares in advance of the meeting. Your vote must be received by 11:59 p.m., Eastern Time, on May 25, 2026, to be counted.
By Telephone	››     To vote by telephone, follow the instructions and call the number provided in the proxy materials to transmit your voting instructions. Your vote must be received by 11:59 p.m. Eastern Time, on May 25, 2026, to be counted.
By Mail	››     To vote by mail, follow the instructions provided in the proxy materials, request a paper copy of the proxy materials and then 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 Held in Street Name

If you are a beneficial owner of shares held in street name, you should have received the Notice of Availability

containing voting instructions from that organization rather than from us. You must follow these instructions for your

bank, broker or other stockholder of record to vote your shares per your instructions. Alternatively, many brokers and

banks provide the means to grant proxies or otherwise instruct them to vote your shares electronically, including by

providing you with a 16-digit control number via email or on your Notice of Availability or your voting instruction form.

If your shares are held in an account with a broker, bank or other stockholder of record providing such a service, you

may instruct them to vote your shares by telephone (by calling the number provided in the proxy materials) or over the

Internet as instructed by your broker, bank or other stockholder of record. If you did not receive a 16-digit control

number via email or on your Notice of Availability or voting instruction form, and you wish to vote prior to or at the

Annual Meeting, you must follow the instructions from your broker, bank or other stockholder of record, including any

requirement to obtain a valid legal proxy. Many brokers, banks and other stockholders of record allow a beneficial

owner to obtain a valid legal proxy either online or by mail, and we recommend that you contact your broker, bank or

other stockholder of record to do so.

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.

4 Exelixis, Inc.

Table of Contents

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 March 31,

2026 Record Date.

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.

If I am a stockholder of record, what happens 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 the eleven nominees for director 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 1, 2027, as described in Proposal 2;

››“For” the approval of the amendment and restatement of the 2017 Plan to, among other things, increase

the number of shares authorized for issuance by 2,000,000 shares, as described in Proposal 3; and

››“For” the advisory approval of the compensation of our Named Executive Officers (Say on Pay), 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), if permitted, will vote your shares using his best judgment.

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 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., 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 online via the live webcast.

Attendance at the Annual Meeting will not, by itself, revoke your proxy.

Beneficial Owner: Shares Held in Street Name

››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, which may include attending the

Annual Meeting and voting online via the live webcast.

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 or represented by proxy at

the Annual Meeting to hold a valid meeting. This is called a “quorum.” As this Annual Meeting is being held virtually,

holders of record attending via the live webcast will be deemed to be present at the Annual Meeting.

If you are a stockholder of record, your shares will be counted towards the quorum only if you vote at the Annual

Meeting or have properly voted by proxy on the Internet, by telephone or by submitting a proxy card by mail. You may

vote “For,” “Against” or “Abstain” with respect to Proposal Nos. 1, 2, 3 and 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 other stockholder of

record can vote your shares unless you obtain a valid legal proxy from the broker, bank or other stockholder of record,

2026 Proxy Statement 5

Table of Contents Proxy Statement | Questions and Answers

or are otherwise provided with a separate means to vote your shares (such as a 16-digit control number provided via

email or on your Notice of Availability or voting instruction form). Please see “If I am a beneficial owner of shares held

in street name and I do not provide my broker or bank with voting instructions, what happens?” above. Shares

represented by “broker non-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

chairperson of the Annual Meeting or the holders of a majority of shares present or represented by proxy at the Annual

Meeting may adjourn the Annual Meeting to another date.

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

non-votes treated?

››Proposal 1-Election of Directors: In an uncontested election such as this, directors are elected by a

majority of the votes cast. Accordingly, each of the eleven nominees must receive “For” votes from the

holders of a majority of the votes 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 broker non-

votes are not counted for purposes of electing directors and will have no effect on the results of this vote.

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.

››Proposal 2-Ratification of Ernst & Young LLP: The affirmative vote of a majority of shares present 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 1, 2027. Abstentions will be counted toward the tabulation of votes cast on the proposal

and will have the same effect as votes against the proposal.

››Proposal 3-Approval of the Amendment and Restatement of the 2017 Plan: The affirmative vote of a

majority of shares present or represented by proxy at the Annual Meeting and entitled to vote on the

proposal is required to amend and restate the 2017 Plan to, among other things, increase the number of

shares authorized for issuance by 2,000,000 shares. 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 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 very important to the Board and the management team 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 as they continue to improve the

alignment of our executive compensation programs with business objectives and performance and

with the interests of our stockholders.

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?

We expect to announce preliminary voting results at the Annual Meeting. In addition, final voting results will be

published in a current report on Form 8-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 Form 8-K within four business days after the Annual Meeting,

6 Exelixis, Inc.

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we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are

known to us, file an additional Form 8-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 Annual Report are available at www.exel-annualstockholdermeeting.com.

What is the deadline for submitting stockholder proposals for the 2027 Annual Meeting?

To be considered for inclusion in the 2027 proxy materials, your proposal must be submitted in writing by

December 16, 2026, to our Corporate Secretary at Exelixis, Inc., 1851 Harbor Bay Parkway, Alameda, California 94502,

and you must comply with all applicable requirements of Rule 14a-8 promulgated under the Securities Exchange Act of

1934, as amended (Exchange Act). However, if our 2027 Annual Meeting of Stockholders is held before April 26, 2027,

or after June 25, 2027, 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 2027 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 our Corporate Secretary at Exelixis, Inc., 1851 Harbor Bay Parkway,

Alameda, California 94502, to be received no earlier than the open of business on January 26, 2027, and no later than

the close of business on February 25, 2027. However, if our 2027 Annual Meeting of Stockholders is held before May 1,

2027, or after June 20, 2027, then you must notify the Corporate Secretary, in writing, not earlier than the open of

business on the 120th day prior to the date of the 2027 Annual Meeting of Stockholders and not later than the close of

business on the later of (i) the 90th day prior to the date of the 2027 Annual Meeting of Stockholders or (ii) if we

publicly announce the date of the 2027 Annual Meeting of Stockholders fewer than 70 days prior to the date of the

2027 Annual Meeting of Stockholders, the 10th day following the day that we first make such public announcement of

the date of the 2027 Annual Meeting of Stockholders. In addition, stockholders who intend to solicit proxies in support

of director nominees other than the Exelixis nominees must comply with Rule 14a-19 under the Exchange Act. We also

advise you to review our Bylaws, which contain additional requirements about advance notice of stockholder proposals

and director nominations.

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.

If I am a holder of record and I do not vote, what happens?

If you are a holder of record and do not vote, then your shares will not be voted at the Annual Meeting.

If I am a beneficial owner of shares held in street name and I do not provide my broker or bank with voting

instructions, what happens?

If you are a beneficial owner of shares held in street name and you do not provide the broker, bank or other

stockholder of record holding your shares with voting instructions, and your broker or bank has not provided you with

the means to vote your shares at the Annual Meeting, including by providing you with a 16-digit control number via

email or on your Notice of Availability or your voting instruction form, your broker, bank or other stockholder of record

will determine if it has the discretionary authority to vote on the particular matter.

››Your shares will not be voted on any proposal on which the broker does not have discretionary authority

to vote. This is called a “broker non-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 those matters for which specific authorization is required under the rules of the New York

Stock Exchange (NYSE). Your broker does not have discretionary authority to vote on Proposal No. 1

2026 Proxy Statement 7

Table of Contents Proxy Statement | Questions and Answers

(election of directors), Proposal No. 3 (Amendment and Restatement of 2017 Plan) or Proposal No. 4 (Say

on Pay) without voting instructions from you, in which case a broker non-vote will occur, and your shares

will not be voted on these Proposals.

››Your broker has discretionary voting authority under NYSE rules to vote your shares on Proposal No. 2

(the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting

firm for the fiscal year ending January 1, 2027), even if your broker does not receive voting instructions

from you.

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 Innisfree M&A Incorporated, located at 501

Madison Avenue, 20th Floor, New York, NY 10022, to assist in the solicitation of proxies from shareholders for a fee of

$25,000 plus reimbursement of customary out-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.

8 Exelixis, Inc.

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Forward-Looking Statements

This Proxy Statement contains forward-looking statements, including, without limitation, statements related to:

Exelixis’ belief that its 2025 accomplishments have laid the groundwork for sustained momentum for cabozantinib’s

growth, preparing for future indications for zanzalintinib, and for unlocking the potential of its diverse, rapidly maturing

pipeline; Exelixis’ rapid buildout of its GI sales team to capture emerging cabozantinib opportunities and build a strong

foundation for zanzalintinib as Exelixis’ next potential oncology franchise in 2026; Exelixis’ commitment to improving

the standards of care for cancer patients through the discovery, development and introduction of new products with

first-in-class or clinical best-in-class potential; the Board’s commitment to responsible stewardship and responsiveness

to shareholder feedback and concerns, as well as to creating an environment where the Exelixis team can do its best

work and further the company’s mission to help cancer patients recover stronger and live longer; Exelixis’ expectation

that zanzalintinib will take center stage in 2026 as Exelixis’ next franchise opportunity that could improve standards of

care for patients with cancer; Exelixis’ anticipated timing for pivotal data milestones for the STELLAR-303 and

STELLAR-304 trials and plans to initiate additional zanzalintinib pivotal trials in 2026, including STELLAR-316 and

STELLAR-201; Exelixis’ expectations with respect to its clinical development collaboration with MSD International

Business GmbH, known as Merck within the United States and Canada (Merck); Exelixis’ key priorities and anticipated

milestones for 2026; the timing, amount, and completion of any stock repurchase programs; Exelixis’ commitment to

contributing to society at large and creating sustained value for all of its stakeholders by translating science into impact

for patients and all those it serves; Exelixis’ expectations that its employees and partners will commit to the highest

standards of ethical behavior and maintain values and principles that reflect both global awareness and sustainability;

Exelixis’ dedication to offering patients with cancer treatments of the highest quality and acceptable safety profile and

providing patients with access to Exelixis medicines; Exelixis’ commitment to fostering a culture of belonging; Exelixis’

commitment to conducting business in an environmentally and climate respectful way; Exelixis’ scientific pursuit to

create transformational treatments that give more patients hope for the future; and other statements that are not

historical facts. 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 and

other Exelixis products in the indications for which they are approved and in the territories where they are approved,

and Exelixis’ and its partners’ ability to obtain or maintain coverage and reimbursement for these products; the

effectiveness of CABOMETYX and other Exelixis products in comparison to competing products; complexities and the

unpredictability of the regulatory review and approval processes in the U.S. and elsewhere; the level of costs associated

with Exelixis’ commercialization, research and development, in-licensing or acquisition of product candidates, and

other activities; Exelixis’ ability to maintain and scale adequate sales, marketing, market access and product distribution

capabilities for its products or to enter into and maintain agreements with third parties to do so; the availability of data

at the referenced times; the potential failure of cabozantinib, zanzalintinib 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; 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, zanzalintinib and other Exelixis product candidates; Exelixis’ dependence on

third-party vendors for the development, manufacture and supply of its products and product candidates; 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, including as

a result of geopolitical events, the conflict in the Middle East, changing trade policies and tariffs and the related

uncertainty thereof; and other factors detailed from time to time under the caption “Risk Factors” in Exelixis’ most

recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, and in Exelixis’ other future

filings with the SEC. All forward-looking statements in this Proxy Statement 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, except as required by law.

2026 Proxy Statement 9

Table of Contents Proposal 1 | Election of Directors

PROPOSAL 1

ELECTION OF DIRECTORS

Proposal Snapshot – Item 1. Election of Directors

What is being voted on: Election of 11 director nominees to our Board.

Board recommendation: After a review of the individual qualifications and experience of each of our director

nominees and his or her contributions to our Board (as applicable), our Board determined unanimously to

recommend that shareholders vote FOR all of our director nominees.

Our Directors

Our Certificate of Incorporation and Bylaws provide for the annual election of each director. The Board’s nominees for

director are:

Director Nominees	Age	Position	Director Since
Mary C. Beckerle, Ph.D.	71	Independent Director	2024
S. Gail Eckhardt, M.D.	68	Independent Director	2024
Maria C. Freire, Ph.D.	71	Independent Director	2018
Tomas J. Heyman	70	Independent Director	2023
David E. Johnson	43	Independent Director	2023
Michael M. Morrissey, Ph.D.	65	President and Chief Executive Officer	2010
Robert L. Oliver, Jr.	67	Independent Director	2023
Stelios Papadopoulos, Ph.D.	77	Independent Chair of the Board	1994
George Poste, DVM, Ph.D., FRS	81	Independent Director	2004
Julie Anne Smith	55	Independent Director	2016
Jack L. Wyszomierski	70	Independent Director	2004

If elected at the Annual Meeting, each of these director nominees will serve for a one-year term expiring at our next

annual meeting of stockholders in 2027. Each director will hold office until his or her successor has been elected and

qualified, or until the director’s earlier death, resignation or removal.

Majority Voting Standard and Resignation Policy

As this is an uncontested election, each director must be elected by a majority of the votes cast. This means that the

number of shares voted “for” a director must exceed the number of votes cast “against” that director. Our Corporate

Governance Guidelines require that all director nominees set forth in this Proxy Statement have tendered an

irrevocable resignation as a director conditioned upon: (i) such director failing to receive a majority of “for” votes; and

(ii) acceptance by the Board of such resignation. If a director fails to receive a majority of “for” votes, then our

Governance Committee will determine whether to recommend to the Board that it accept such director’s resignation

by evaluating the best interests of the company and its stockholders and considering all relevant factors and

information. Our Board will act on the 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 Form 8-K

furnished to the SEC.

10 Exelixis, Inc.

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Board Independence, Qualifications and Skills

The Board regularly evaluates the skills and 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 director nominees that contribute to the Board’s effectiveness as a whole.

Board Independence			Board Tenure
	91% (10/11) are “independent” within the meaning of applicable SEC rules and Regulations and the Nasdaq listing standards
					Over half of our board members have a tenure of 8 years or less

0-5 Years:

5

2

4

5-10 Years:

10+ Years:

Board Skills

Board Member

Beckerle

Eckhardt

Freire

Heyman

Johnson

Morrissey

Oliver, Jr.

Papadopoulos

Poste

Smith

Wyszomierski

Financial Expertise Experience or expertise in financial accounting and reporting or the financial management of a major organization

91% (10/11)

Commercial Understanding of financial, operational, regulatory and strategic issues related to the sales of pharmaceutical or biotechnology products

64% (7/11)

Public Company Governance Multiple years of experience as a board member of a publicly traded company and familiarity with key corporate governance matters

100% (11/11)

CEO Leadership Experience as Chief Executive Officer or equivalent management position of a large or growing business or non-profit organization

64% (7/11)

Research & Development Experience or expertise in discovery, biotechnology/ biochemistry or clinical development of pharmaceutical products, including familiarity with FDA regulations and ethical practices

55% (6/11)

Strategic Initiatives Experience driving strategic direction and growth of a large, complex business or nongovernmental organization, including expertise with acquisitions, licensing and other development activities

82% (9/11)

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Table of Contents Proposal 1 | Election of Directors

Director Independence

10 of 11 Director Nominees are Independent

Our Board determined that each of our director nominees (other than Dr. Morrissey) is “independent” within the

meaning of applicable SEC rules and regulations and the Nasdaq listing standards. In addition, the Board

determined that: (i) all directors who serve on the Audit, Compensation and Governance Committees are

independent under applicable Nasdaq listing standards; and (ii) all members of the Audit Committee meet the

independence requirements under the Exchange Act.

Process for Independence Assessment

We have adopted standards for director independence pursuant to Nasdaq 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. To assess independence,

our Governance Committee and our Board review all relevant transactions or relationships between each director, or

any of his or her family members, and Exelixis, its senior management or its independent registered public

accounting firm.

Special Note Regarding Independence of Dr. Papadopoulos. Dr. Papadopoulos is considered a “co-founder” of Exelixis

as a result of financial contributions he made during the earliest part of our history and his role in assembling and

advising the scientists who ultimately served as our earliest management team. However, Dr. Papadopoulos has never

been employed by us or otherwise involved with any daily business operations. Furthermore, our management team

today is composed entirely of different individuals from our earliest management team. Accordingly, the Board has

determined that Dr. Papadopoulos is independent under applicable SEC rules and the Nasdaq listing standards and is

qualified to serve as our Chair and on our Audit Committee, as the Board believes that he has no interest, business or

other relationship (including no family relationships) that could, or could reasonably be perceived to, materially

interfere with his ability to act in the best interests of Exelixis.

12 Exelixis, Inc.

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Director Nominees
Mary C. Beckerle, Ph.D. Distinguished Professor of Biology and Oncological Sciences, University of Utah		Director since 2024 Age 71 Key Qualifications and Expertise: Our Board concluded that Dr. Beckerle should continue to serve as a director of Exelixis due to her training as a scientist, her extensive knowledge and experience in the field of cancer research and treatment, and her broad leadership experience, in particular her corporate governance experience, resulting from managing a world-class healthcare organization and service on various public company boards and scientific or advisory boards. Committee Assignments: •Governance Committee •Research & Development Committee •Risk Committee Other Current Public Company Boards: •Huntsman Corporation, serving on the Nominating and Corporate Governance Committee and Sustainability Committee •Johnson & Johnson, serving on the Regulatory Compliance & Sustainability Committee and Science & Technology Committee (Chair)
Mary C. Beckerle, Ph.D., has been a director since January 2024. She currently serves as a Distinguished Professor of Biology and Oncological Sciences at the University of Utah. She first joined the faculty of the University of Utah in 1986, where she has held numerous research and leadership roles, and served as Chief Executive Officer of the Huntsman Cancer Institute from 2006 to 2025. Dr. Beckerle has served as a member of the board of directors of: Huntsman Corporation, a publicly held global manufacturer of specialty chemicals, since 2011; Johnson & Johnson, a publicly held diversified healthcare company, since 2015; and Halia Therapeutics, a privately held biopharmaceutical company, since 2026. She has been named a National Association of Corporate Directors (NACD) Corporate Governance Fellow and was a 2018 NACD Directorship 100 Honoree. Dr. Beckerle currently serves on several scientific and advisory boards, including the Medical Advisory Board of the Howard Hughes Medical Institute since 2015, as well as an external advisory board of a National Cancer Institute-designated cancer center at the University of Pennsylvania. Previously, Dr. Beckerle served as a member of the Board of Scientific Advisors of the National Cancer Institute from 2018 to 2022, the External Advisory Board of the Dana-Farber/Harvard Cancer Center from 2013 to 2022, the Board of Directors of the American Association for Cancer Research from 2013 to 2016, the American Cancer Society Council for Extramural Grants from 2008 to 2012 (serving as Chair from 2010 to 2012) and the National Institutes of Health’s Advisory Committee to the Director from 2007 to 2010, and from 2024 to 2025, as well as President of the American Society for Cell Biology from 2006 to 2007. She is also an elected member of the National Academy of Sciences, the American Philosophical Society and the American Academy of Arts and Sciences. Dr. Beckerle holds a B.A. in Biology and Psychology (magna cum laude) from Wells College, a Ph.D. in Molecular, Cellular and Developmental Biology from the University of Colorado, Boulder and completed her post-doctoral fellowship in Anatomy and Cell Biology at the University of North Carolina at Chapel Hill.

2026 Proxy Statement 13

Table of Contents Proposal 1 | Director Nominees

S. Gail Eckhardt, M.D. Professor and Associate Dean of Experimental Therapeutics, Associate Director of Translational Research, Dan L. Duncan Comprehensive Cancer Center, at Baylor College of Medicine		Director since 2024 Age 68 Key Qualifications and Expertise: Our Board concluded that Dr. Eckhardt should continue to serve as a director of Exelixis due to her skills as a physician and medical researcher, and her leadership experience in drug development and translational medicine relative to oncology, as well as her service on various public company boards and scientific or advisory boards. Committee Assignments: •Compensation Committee •Research & Development Committee Other Current Public Company Boards: •None
S. Gail Eckhardt, M.D., has been a director since January 2024. Since September 2023, Dr. Eckhardt has served as a tenured Professor and Associate Dean of Experimental Therapeutics at Baylor College of Medicine, where she holds the Albert and Margaret Alkek Foundation Endowed Chair and is also Associate Director of Translational Research at the Dan L. Duncan Comprehensive Cancer Center. Between 2017 and 2023, she was a tenured professor at Dell Medical School at the University of Texas at Austin, where she also served as Chair of the Department of Oncology, Associate Dean of Cancer Programs and inaugural Director of the Livestrong Cancer Institutes. Prior to joining the University of Texas, Dr. Eckhardt was a member of the faculty at the University of Colorado School of Medicine from 1999 to 2017 (receiving tenure in 2001), where she  held numerous leadership roles, including Division Head of Medical Oncology, Associate Director for Translational Research at the University of Colorado Comprehensive Cancer Center and Director of the Phase I Program and Fellowship. Dr. Eckhardt has served on the board of directors of Syros Pharmaceuticals, Inc., a publicly held biopharmaceutical company focused on developing frontline treatments for patients with hematologic malignancies, from 2020 until 2024. She is currently on the Scientific Advisory Board (Oncology) of Amgen. Dr. Eckhardt has also served on numerous committees and study sections, including the American Society of Clinical Oncology’s Molecular Oncology Task Force and Board of Directors, the U.S. Food and Drug Administration’s Oncology Drugs Advisory Committee and the National Cancer Institute’s Cancer Centers Study Section and Investigational Drug Steering Committee, as well as external advisory boards of eleven National Cancer Institute designated cancer centers. Dr. Eckhardt is a current member of the National Academies Cancer Policy Forum and was previously a lead mentor in the American Society of Clinical Oncology’s Leadership Development Program and a member of the board of directors of the Association of American Cancer Institutes. Dr. Eckhardt holds a B.S. in Chemistry from Stephen F. Austin State University and an M.D. from the University of Texas Medical Branch in Galveston. She completed her internship and residency in Internal Medicine at the University of Virginia Medical School, followed by a post doctoral research fellowship in Experimental and Molecular Medicine at Scripps Research Institute in La Jolla, California, and a fellowship in Medical Oncology at the University of California, San Diego.

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Maria C. Freire, Ph.D. Former President and Executive Director, Foundation for the National Institutes of Health		Director since 2018 Age 71 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 U.S. and global public health, the biopharmaceutical industry and government healthcare policymaking, as well as her leadership experience in the public sector. Committee Assignments: •Governance Committee (Chair) •Research & Development Committee Other Current Public Company Boards: •Alexandria Real Estate Equities, serving on the Nominating & Corporate Governance Committee and the Science & Technology Committee (Chair) •Biogen Inc., (Board Chair elect) serving on the Compensation and Management Development Committee
Maria C. Freire, Ph.D., has been a director since April 2018. From 2012 to 2021, Dr. Freire served as President and Executive Director of the Foundation for the National Institutes of Health, and as a member of its board of directors, where she supported public–private partnerships advancing research and clinical trials across oncology, neurodegenerative disease, autoimmune disorders and infectious diseases. From 2008 to 2012, she served as President, and a member of the board of directors, of the Albert and Mary Lasker Foundation, which awards the Lasker Awards in basic and clinical science. From 2001 to 2008, Dr. Freire served as President and Chief Executive Officer of the TB Alliance, where she led drug-development efforts, including the advancement of Pretomanid from preclinical to clinical trials; Pretomanid is now approved for treatment of multidrug- resistant tuberculosis (MDR-TB). From 1995 to 2001, Dr. Freire was Director of the Office of Technology Transfer at the National Institutes of Health. Dr. Freire serves on the board of directors of: Biogen Inc., a publicly held biopharmaceutical company focused on the treatment of serious diseases, since 2021, and in February 2026 was elected Chair of the Biogen board of directors, effective following Biogen’s 2025 Annual Shareholders Meeting in June 2026; and Alexandria Real Estate Equities, Inc., a publicly held urban office real estate investment trust focused on collaborative life science and technology campuses, since 2012. She has also held national and international leadership roles, including Chair of the Science Board of the U.S. Food and Drug Administration, member of the World Health Organization Commission on Intellectual Property Rights, Innovation and Public Health and member of 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 has received several honors, including the 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.

2026 Proxy Statement 15

Table of Contents Proposal 1 | Director Nominees

Tomas J. Heyman Operating Partner, Bioqube Ventures		Director since 2023 Age 70 Key Qualifications and Expertise: Our Board concluded that Mr. Heyman should continue to serve as a director of Exelixis due to his expertise in corporate development and his significant leadership experience in the biopharmaceutical sector, as well as his extensive experience serving on the boards of several public and private companies. Committee Assignments: •Governance Committee •Risk Committee (Chair) Other Current Public Company Boards: •Legend Biotech Corporation
Tomas J. Heyman has been a director since May 2023. Since 2025, Mr. Heyman has served as Executive Partner at Bioqube Ventures, a life sciences investment firm, having previously served as Operating Partner from 2020 to 2025. Mr. Heyman was a consultant to Interlaken Therapeutics, Inc., a biotechnology company, and served as its interim Chief Executive Officer, from 2021 to 2024, was President of Johnson & Johnson’s Corporate Venture Capital Group, the venture capital arm of Johnson & Johnson, a pharmaceutical and consumer packaged goods company, from 2015 to 2019, and served as Global Head of Business Development for Johnson & Johnson’s Pharmaceutical Group from 1992 to 2015. In addition, he served as Managing Director of Janssen Pharmaceutica N.V., an affiliate of Johnson & Johnson (now known as Johnson & Johnson Innovative Medicine), from 2008 to 2016. Mr. Heyman began his career as a member of the legal department of Janssen Pharmaceutica NV in 1982. Mr. Heyman has also served as a member of the board of directors of: Legend Biotech Corporation, a publicly held biotechnology company, since 2022, Primmune Therapeutics, a privately held pharmaceutical company since 2024; and Synox Therapeutics, a privately held biotechnology company, since 2025. Previously, Mr. Heyman served as Non- Executive Chairman of the board of directors of Venatorx, Inc., a privately held pharmaceutical company from 2023 to 2024. Mr. Heyman has also served as a member of the board of directors of: Xilio Therapeutics Inc., a publicly held biotechnology company, from 2022 to 2024; Invivyd, Inc., a publicly held biopharmaceutical company, from 2021 to 2024; OptiNose, Inc., a publicly held specialty pharmaceutical company acquired by Paratek Pharmaceuticals, from 2020 to 2025; Akero Therapeutics Inc., a publicly held biotech company acquired by Novo Nordisk, from 2020 to 2025; and as a member of the Supervisory Board of Crucell NV, a biotechnology company. Mr. Heyman has also served on the board of directors of the International Biomedical Research Alliance, a non-profit organization focused on biomedical research, since 2018, and on the board of directors of Interuniversitair Micro-Electronica Centrum VZW, a Belgian non-profit organization specializing in micro- and nano-electronic research, since 2012. Mr. Heyman holds a Master of Laws from Katholieke Universiteit Leuven. He completed post-graduate studies in International Law in Geneva, Switzerland, and post-graduate studies in Business Management at the University of Antwerp in Belgium.
David E. Johnson Managing Partner and Chief Investment Officer, Caligan Partners LP			Director since 2023 Age 43 Key Qualifications and Expertise: Our Board concluded that Mr. Johnson should continue to serve as a director at Exelixis due to his expertise in strategic capital allocation and experience as an investor and director for various life sciences companies. Committee Assignments: •Audit Committee •Research & Development Committee Other Current Public Company Boards: •Liquidia Corporation, serving on the Audit Committee
David E. Johnson has been a director since May 2023. Since 2017, Mr. Johnson has served as the Managing Partner and Chief Investment Officer of Caligan Partners LP, an SEC registered investment adviser. Previously, he served as Managing Director at the Carlyle Group, a global private equity, alternative asset management and financial services firm, from 2010 to 2017, and as Vice President in the Principal Investments area at Morgan Stanley, a global financial services and investment management firm, from 2004 to 2010. Prior to joining Morgan Stanley, Mr. Johnson worked at Weiss Asset Management, an investment management firm, from 2003 to 2004. Mr. Johnson has served as a member of the board of directors of Liquidia Corporation, a publicly held biopharmaceutical company, since 2021, and on the board of directors of AMAG Pharmaceuticals, Inc., a publicly held pharmaceutical company specializing in products treating iron deficiency anemia, from 2019 until its acquisition by Covis Group S.à r.l. in 2020. Mr. Johnson also serves as a member of the board of directors of The Children’s Scholarship Fund, Inc., a privately funded tuition assistance program, and previously served on the Executive Committee for the Harvard College Fund. Mr. Johnson holds an A.B. and S.M. in Applied Mathematics from Harvard College.

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Michael M. Morrissey, Ph.D. President and Chief Executive Officer, Exelixis, Inc.		Director since 2010 Age 65 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 historical knowledge and continuity to the Board. Committee Assignments: •None Other Current Public Company Boards: •Vera Therapeutics, Inc. (Chair), serving on the Audit Committee and the Nominating and Corporate Governance Committee
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 to 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. Dr. Morrissey has served as Chair of the board of directors of Vera Therapeutics, Inc., a publicly held, clinical-stage biotechnology company focused on developing and commercializing treatments for patients with serious immunological diseases, since April 2022. Dr. Morrissey previously served as a member of the board of directors of: XWPharma Ltd., a privately held, clinical-stage biopharmaceutical company focused on the discovery and development of novel therapeutics, from 2020 to 2023; and CERo Therapeutics, Inc., a privately held biopharmaceutical company focused on next- generation cell-based therapies for cancer, from January 2022 to November 2022. Dr. Morrissey 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.
Robert (Bob) L. Oliver, Jr. Executive Advisor			Director since 2023 Age 67 Key Qualifications and Expertise: Our Board concluded that Mr. Oliver should continue to serve as a director of Exelixis due to his leadership experience and expertise in the field of pharmaceutical commercialization, his memberships on the boards of directors of various pharmaceutical and biotechnology companies and his extensive experience in financial strategy and business development. Committee Assignments: •Compensation Committee •Risk Committee Other Current Public Company Boards: •None
Robert L. Oliver, Jr. has been a director since May 2023. From 2010 to 2020, Mr. Oliver served in a variety of senior positions at Otsuka America Pharmaceutical, Inc., a pharmaceutical company and subsidiary of Otsuka Holdings Co. Ltd., including President and Chief Executive Officer from 2016 to 2017, President and Chief Operating Officer from 2014 to 2016, Vice President of Sales and Marketing from 2010 to 2014, and served as Chairman of Otsuka Canada Pharmaceutical, Inc. from 2016 to 2020. Prior to joining Otsuka, he served in a variety of senior positions at Wyeth Pharmaceuticals, a pharmaceutical company, where he also served as Senior Vice President from 2008 to 2010 and Vice President from 2005 to 2008. Mr. Oliver began his career with Johnson & Johnson, a pharmaceutical and consumer packaged goods company, where he held a variety of positions from 1989 to 2005. Mr. Oliver has served as an Executive Advisor of CELLIX Biosciences, a biopharmaceutical company, since 2018, and Hyalo Technologies, LLC, since 2017. Mr. Oliver has served as a member of the board of directors of Neurotez, Inc., a privately held biotechnology company, since 2017, and Hyalo Technologies, LLC, a privately held biotechnology and biopharmaceutical company, since 2017. Previously, he served as a member of the board of directors of PsyBio Therapeutics Corp., a publicly held biotechnology company, from 2021 to 2024, as a member of the board of directors and as Executive Advisor of Medison Canada, an affiliate of Medison Pharma Ltd., from 2018 to 2022, and as a member of the board of directors of Immunomedics, Inc., a publicly held biotechnology company, from January 2017 until its acquisition by Gilead Sciences, Inc. in March 2017. Mr. Oliver serves on the Pharma Board of Advisors at Saint Joseph’s University and on the Board of Governors of the Accreditation Council for Medical Affairs. Mr. Oliver holds a B.A. from Rutgers University and an M.B.A. from Saint Joseph’s University.

2026 Proxy Statement 17

Table of Contents Proposal 1 | Director Nominees

Stelios Papadopoulos, Ph.D. Co-Founder and Chair of the Board, Exelixis, Inc.		Director since 1994 Age 77 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 historical knowledge and continuity to the Board. Committee Assignments: •Audit Committee •Compensation Committee •Research & Development Committee Other Current Public Company Boards: •Ovid Therapeutics Inc., serving on the Audit Committee and Compensation Committee
Stelios Papadopoulos, Ph.D., a co-founder of Exelixis, has been a director since December 1994 and has served as Chair of the Board since January 1998. Dr. Papadopoulos retired as Vice Chairman of Cowen & Co., LLC in 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. Earlier, he held equity research roles at Drexel Burnham Lambert and 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. Dr. Papadopoulos was a co-founder of Anadys Pharmaceuticals, Inc., a publicly held biopharmaceutical company focused on improving patient care by developing novel medicines for the treatment of hepatitis C, acquired by F. Hoffmann-La Roche Ltd. in 2011. Dr. Papadopoulos served as a member of its board of directors from 2000 to 2011 and as its Chairman in 2011, prior to the acquisition. Dr. Papadopoulos serves as a member of the board of directors of Ovid Therapeutics, Inc. a publicly held biopharmaceutical company focused on developing small-molecule medicines for brain conditions, since 2025, and as co-founder and Chairman of the board of directors of Epikast, Inc., a privately held company focused on providing sales, medical affairs, market access, patient engagement and other services to pharmaceutical companies, since 2023. He previously served as a member of the board of directors of Regulus Therapeutics Inc., a publicly held biopharmaceutical company focused on the development of medicines targeting microRNAs, from 2008 to 2025, and as Chairman from 2013 to 2025, Biogen, Inc., a publicly held biopharmaceutical company focused on the treatment of serious diseases, from 2008 to 2023, and as its Chairman from 2014 to 2023, and Eucrates Biomedical Acquisition Corp., a special purpose acquisition company (SPAC) as its Chairman, from 2020 to 2023. Dr. Papadopoulos was also co-founder and member of the board of directors of Cellzome Inc., a privately held drug discovery company acquired by GSK plc in 2012. Dr. Papadopoulos is a co-founder and Chairman of Fondation Santé, and previously served as 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 an M.S. in Physics, a Ph.D. in Biophysics and an M.B.A. in Finance, all from New York University.

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George Poste, DVM, Ph.D., FRS Chief Scientist, Complex Adaptive Systems Initiative		Director since 2004 Age 81 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: •Research & Development Committee (Chair) •Risk Committee Other Current Public Company Boards: •Caris Life Sciences, Inc.
George Poste, DVM, Ph.D., FRS, has been a director since August 2004. Since 2009, Dr. Poste has been the Chief Scientist at the Complex Adaptive Systems Initiative and a Regents’ Professor and Del E. Webb Professor of Health Innovation at Arizona State University. From 2003 to 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 publicly traded medical diagnostics company, since 2009, and as a member of the board of directors of MediSix Therapeutics Pte. Ltd. (Singapore), a privately held immune engineering company focused on cellular therapies, since 2022. Previously, Dr. Poste served as a member of the board of directors of: InanoBio, Inc., a privately held biotechnology company, from 2021 to 2023; Monsanto Company, a publicly held provider of agricultural products and solutions, from 2003 until its acquisition by Bayer Aktiengesellschaft in 2018; Orchid Cellmark, Inc., a publicly held DNA forensics company, from 2000 until its acquisition by the Laboratory Corporation of America in 2009 as non- executive chairman. Dr. Poste is a Fellow of the Royal Society, the UK Academy of Medical Sciences, Hoover Institution, Stanford University, 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 and holds Board Certification in Pathology from the Royal College of Pathologists.
Julie Anne Smith Former Chief Executive Officer, Nuvig Therapeutics, Inc.			Director since 2016 Age 55 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 (Chair) Other Current Public Company Boards: •Stoke Therapeutics, Inc., serving on the Compensation Committee (Chair) and Nominating & Governance Committee
Julie Anne Smith has been a director since September 2016. Previously, Ms. Smith served as: Chief Executive Officer and a member of the board of directors of Nuvig Therapeutics, Inc., a privately held biopharmaceutical company focused on recombinant human therapeutics for autoimmune disease, from 2023 to 2024; as President and Chief Executive Officer and member of the board of directors of ESCAPE Bio Inc., a privately held, clinical-stage biopharmaceutical company focused on therapeutics for genetically defined neurodegenerative diseases, from 2018 to 2022; and as President and Chief Executive Officer and member of the board of directors of Nuredis, Inc., a privately held biotechnology company, from 2017 to 2018. Prior to Nuredis, she served as President and Chief Executive Officer of Raptor Pharmaceutical Corp., a publicly held biopharmaceutical company focused on treatments for rare diseases from 2015 until the company’s acquisition by Horizon Pharma plc in 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 plc from 2006 to 2008, as Vice President, Global Marketing at Genzyme General from 2001 to 2005, and in operations and business development roles at Novazyme Pharmaceuticals, from 2000 to 2001. Ms. Smith began her industry career at Bristol-Myers Squibb Company in 1996. Ms. Smith has served as a member of the board of directors of Stoke Therapeutics, Inc., a publicly held biotechnology company focused on genetic disease therapeutics, since 2020. Previously, Ms. Smith served as a member of the board of directors of Audentes Therapeutics, Inc., a publicly held, clinical-stage biotechnology company focused on gene therapy products for rare diseases, from 2016 until its acquisition by Astellas Pharma Inc. in 2020, and as a Director on the Health and Emerging Companies Sections of the Biotechnology Innovation Organization (BIO) board. Ms. Smith holds a B.S. in biological and nutritional sciences from Cornell University.

2026 Proxy Statement 19

Table of Contents Proposal 1 | Director Nominees

Jack L. Wyszomierski Former Executive Vice President and Chief Financial Officer, VWR International, LLC		Director since 2004 Age 70 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 Chair of the Audit Committee. Committee Assignments: •Audit Committee (Chair) •Governance Committee Other Current Public Company Boards: •XOMA Corporation (chair), serving on the Audit Committee and the Compensation Committee •SiteOne Landscape Supply, Inc., serving on the Audit Committee and the Nominating & Corporate Governance Committee (Chair)
Jack L. Wyszomierski has been a director since February 2004. From 2004 to 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 served as 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 biotech royalty aggregator, since 2010, and as its Chairman since January 2024, and as a member of the board of directors of SiteOne Landscape Supply, Inc., a publicly held company that distributes landscape supply products, since 2016. Mr. Wyszomierski previously served as a member of the board of directors of: Unigene Laboratories, Inc., a publicly held biopharmaceutical company, from 2010 to 2013; AssuraMed Holding, Inc., a privately held distributor of home healthcare products, from 2011 until its acquisition by Cardinal Health Inc. in 2013; Solenis, Inc., a privately held chemicals producer from 2014 until its acquisition by Platinum Equity in 2021; and Athersys, Inc., a publicly held company engaged in the discovery and development of therapeutic product candidates, from 2010 until 2024. Mr. Wyszomierski holds a M.S. in Industrial Administration and a B.S. in Administration, Management Science and Economics from Carnegie Mellon University.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH NAMED NOMINEE.

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Board Committees

Our Board has five standing committees: Audit, Compensation, Governance, Research & Development, and Risk.

Each of our committees operates pursuant to a written charter (available at www.exelixis.com under the caption

“Investors & News —Corporate Governance—Committee Composition and Charters”), which charters are reviewed

annually by each respective committee.

Audit Committee

Current Members: Jack L. Wyszomierski (Chair), David E. Johnson, Stelios Papadopoulos, Julie Anne Smith (All

Independent/All Audit Committee Financial Experts)

The Audit Committee assists the Board in overseeing our financial reporting process and ensuring the integrity of our

financial statements. The Audit Committee is composed entirely of independent directors and performs several

functions, including:

•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 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
•Reviewing our tax strategy, material tax audits and proceedings and any other material tax matters	•Establishing procedures to receive and address complaints regarding accounting, internal accounting controls or auditing matters
•Reviewing, overseeing and approving related person transactions	•Reviewing the results of the annual audit and the quarterly financial statement reviews with management and the independent registered public accounting firm
•Overseeing our management of risks relating to financial reporting, fraud, securities trading and tax matters	•Maintaining compliance with SEC and Nasdaq rules applicable to audit committees
•Serving 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	•Reviewing and approving our decisions to enter into certain swaps and other derivatives transactions, as well as our overall hedging strategy

The Board has determined that each member of the Audit Committee 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.

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Table of Contents Proposal 1 | Board Committees

Compensation Committee

Current Members: Julie Anne Smith (Chair), S. Gail Eckhardt, Robert L. Oliver, Jr., Stelios Papadopoulos

(All Independent)

The Compensation Committee assists the Board in overseeing our compensation policies, plans and programs. The

Compensation Committee is composed entirely of independent directors and performs several functions, including:

•Assessing compensation policies and practices and reviewing executive compensation	•Evaluating director compensation and recommending any changes to the Board for approval
•Reviewing our Compensation Discussion and Analysis and preparing the Compensation Committee’s report for inclusion in our Proxy Statement	•Administering equity awards under our stock plans
•Addressing any conflict of interest with any compensation adviser engaged by management or the Compensation Committee	•Assisting the Board in its oversight of our human capital management function, including recruiting, retention, career development and progression and non-CEO management succession
•Establishing compensation and benefits policies for employees, including executive officers	•Overseeing annual evaluations of performance of our executive officers
•Establishing, overseeing and reviewing stock ownership guidelines for directors and executive officers

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 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. In

accordance with its charter, the Compensation Committee also may delegate any of its authority or responsibility to

the Chair of the Compensation 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 Aon’s Human Capital Solutions division of Aon plc

(Aon), a compensation consulting firm serving technology and life sciences companies, as its external compensation

consultant to assist the Compensation Committee in its duties related to executive and non-employee director

compensation during 2025. In this capacity, Aon reported directly to the Compensation Committee or through its Chair.

In addition, at the direction of the Compensation Committee, management retained Aon, principally to provide

benchmark and industry compensation data for executive and broad-based compensation analyses. In consideration

for compensation related services provided during 2025, we paid Aon an aggregate of $474,358. Aon’s affiliate Radford

provided our management with access to the Radford Global Life Sciences Survey, Radford Global Technology Survey,

Radford Global Sales Survey, Radford U.S. Benefits Survey and similar materials, for which we paid Radford an

aggregate of $41,520 in 2025. Aon is also an affiliate of Aon Risk Services, which provided insurance brokerage services

to us during 2025 at a total cost of $223,200. Please see “Compensation Discussion and Analysis” for more information

regarding the Compensation Committee’s engagement of Aon.

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Governance Committee

Current Members: Maria C. Freire (Chair), Mary C. Beckerle, Tomas J. Heyman, Jack L. Wyszomierski (All Independent)

The Governance Committee oversees all aspects of our corporate governance functions on behalf of the Board. The

Governance Committee is composed entirely of independent directors and performs several functions, including:

•Overseeing our governance practices, including recommending to the Board for approval of any changes to our corporate governance framework	•Identifying, evaluating and recommending qualified director candidates to the Board
•Ensuring effective communication between the Board, its committees and management, as well as establishing procedures for stockholders’ communications to the Board	•Developing Corporate Governance Guidelines and administering our Corporate Code of Conduct
•Conducting periodic assessments of the performance of the Board and its committees and compliance with SEC and Nasdaq requirements for independence and expertise	•Conducting periodic assessments of sustainability strategy and policies, and overseeing management in their implementation and the preparation of public disclosures pertaining to such programs and sustainability efforts
•Facilitating CEO succession planning	•Overseeing the orientation program for new directors and continuing education of all directors

Director Qualifications. The Governance Committee does not have a fixed set of minimum qualifications for candidates

for membership on the Board. Instead, in considering candidates for directorship, the 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 company’s affairs, 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 addition, the Board

believes that its members should reflect a wide range of viewpoints, experience and skills. In the director candidate

review process, the Governance Committee evaluates prospective candidates 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.

The Governance Committee regularly evaluates the needs of the Board with respect to skills and experiences that may

be filled by a new director candidate. In addition, the 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 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 Governance

Committee supports a candidate, it would recommend the candidate for consideration by the full Board. Our

Governance Committee considers stockholder recommendations for directors in the same manner as other candidates.

The Governance Committee has not received any recommended nominations from any stockholder holding 5% or

more of our common stock in connection with the Annual Meeting.

Stockholders who wish to submit potential director candidates for consideration by the Governance Committee should

follow the instructions in “Questions and Answers About These Proxy Materials and Voting” above.

2026 Proxy Statement 23

Table of Contents Proposal 1 | Board Committees

Performance Assessments. The Governance Committee performs periodic assessments of the performance of the

Board and its committees to support continuous improvement and effective oversight. As part of this process, each

director completes an annual assessment questionnaire for the Board and each committee on which such director

serves to evaluate, anonymously, the overall performance of the Board and its committees and identify areas for

improvement. The factors considered in the annual assessment questionnaires include, but are not limited to: Board

size and composition; whether the directors possess the skills and expertise appropriate for the company and its

strategy; the effectiveness of the Board’s selection criteria for new director candidates; the overall effectiveness of and

efficient use of time at Board and committee meetings; the quality and timeliness of information provided by

management; and the Board’s approach to overseeing key strategic, operation and compliance risks. The annual

assessment questionnaires also provide each director with an opportunity to provide open-ended responses with

respect to ways to improve Board and/or committee performance. In addition, periodically, each director participates

in individual interviews with an independent legal counsel to the Board to discuss Board and committee effectiveness,

corporate governance priorities and emerging issues and risks facing the company, and summaries of these interviews

are then reported to the Governance Committee and the Board. The Governance Committee and the full Board also

seek input from management and external advisors as part of the performance assessment process and review

assessment results to identify themes and areas for focus, which inform Board and committee priorities, agenda

planning, director education and ongoing governance practices.

CEO Succession Planning. Succession planning for our CEO helps ensure continuity of leadership and is critical to the

company’s success. The Board has delegated primary responsibility for CEO succession planning to the Governance

Committee and both the Board and Governance Committee discuss CEO succession planning regularly in executive

sessions. The Governance Committee has oversight for the development of processes and protocols for short-term and

long-term succession plans that ensure stability and accountability during a period of leadership transition.

Research & Development Committee

Current Members: George Poste (Chair), Mary C. Beckerle, S. Gail Eckhardt, Maria C. Freire, David E. Johnson, Stelios

Papadopoulos (All Independent)

The Research & Development Committee assists the Board in overseeing various scientific matters related to our drug

discovery and preclinical and clinical development programs. The Research & Development Committee is composed

entirely of independent directors and performs several functions, including:

•Overseeing our clinical development program and internal drug discovery activities	•Reviewing the overall organization, resourcing and capabilities of our research and development business units
•Reviewing the progress of preclinical and clinical assets that we have in-licensed or acquired and evaluating the scientific aspects of potential future business development opportunities	•Evaluating and discussing trends in the oncology treatment landscape and potential effects on our pipeline strategy and other business needs
•Advising the Board on other matters of scientific importance as the Board, in consultation with management, may designate from time to time

24 Exelixis, Inc.

Table of Contents

Risk Committee

Current Members: Tomas J. Heyman (Chair), Mary C. Beckerle, Robert L. Oliver, Jr., George Poste (All Independent)

The Risk Committee of the Board assists the Board in overseeing management’s responsibility to assess, manage and

mitigate risks associated with our business and operational activities. The Risk Committee is composed entirely of

independent directors and performs several functions, including:

•Reviewing our overall risk management framework and infrastructure designed to identify, assess, manage and mitigate our material risks	•Overseeing management’s administration of government and other investigations and material litigation matters
•Overseeing management’s administration of our various compliance programs, including, but not limited to, those relating to data privacy and cybersecurity, drug safety, healthcare compliance, climate risk and quality management	•Overseeing management’s identification, assessment and management of our business and operational risks not specifically allocated to the Board or another committee of the Board, and obtaining periodic reports from our Ethics Committee
•Reviewing the policies, guidelines and practices for managing business and operational risks	•Evaluating trends in risk management and advising the Board on best practices with respect to risk management strategy and implementation

Meetings and Attendance

The Board held six meetings during 2025, and all of our directors attended at least 75% of the total meetings of the

Board and of the committees on which they served. The independent directors met four times in regularly scheduled

executive sessions.

	Board of Directors	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee	Research & Development Committee	Risk Committee
Number of Meetings Held in Fiscal 2025	6	4	8	2	3	2

The Board does not have a formal policy with respect to the attendance of its members at annual meetings of

stockholders. Dr. Morrissey attended the 2025 Annual Meeting of Stockholders on behalf of the Board.

2026 Proxy Statement 25

Table of Contents Proposal 1 | Corporate Governance

Corporate Governance

Please note that information found on, or accessible through, our website is not a part of, and is not incorporated into,

this Proxy Statement.

Corporate Governance Guidelines

Our Corporate Governance Guidelines, can be viewed at www.exelixis.com under the caption “Investors & News—

Corporate Governance—Corporate Governance Documents and Information.” This document covers, among other

topics, director independence, board composition, structure and functioning, director selection criteria, committees of

the board, board and board committee evaluations, overboarding guidelines and our majority voting policy. Our Board

regularly reviews, and modifies from time to time, our Corporate Governance Guidelines, Board committee charters

and Board practices.

Corporate Code of Conduct

Our Corporate Code of Conduct functions as our Code of Ethics under the SEC rules and applies to all directors, officers

and employees. The Corporate Code of Conduct is posted on our website at www.exelixis.com under the caption

“Investors & News—Corporate Governance—Corporate Governance Documents and Information.” 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 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 Nasdaq 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 the expectations and responsibilities of our

officers, directors, employees and contractors with respect to how they conduct themselves when representing

Exelixis. It also underscores our commitment to behaving in accordance with laws that regulate our business activities

as a biotechnology company. Our employees receive yearly training on our Corporate Code of Conduct.

Included in our Corporate Code of Conduct are procedures for reporting potential violations through a variety of

resources, including to our Ethics Committee, which is chaired by our Chief Executive Officer and includes other

members of our senior management team. To help 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 Helpline. We maintain a strict policy against any retaliation or

discrimination towards employees who make such a report. The Board, through the Audit Committee, regularly

receives reports of disclosures made through the Ethics Helpline, and, through both the Audit and Risk Committees,

receives updates on concerns raised to the Ethics Committee or otherwise submitted through our internal compliance

reporting system.

Board Leadership Structure

The Board does not have a formal policy on whether the role of Chair and Chief Executive Officer should be separate or

combined. Our Corporate Governance Guidelines provide that the Board will select its Chair and the Chief Executive

Officer in the manner it considers to be in the best interests of our company. Currently, we have an independent Chair

of the Board separate from the Chief Executive Officer. The Board believes this bifurcated structure provides for

independent oversight of management and strong Board leadership, while allowing for effective management of

company affairs.

26 Exelixis, Inc.

Table of Contents

Role of the Board in Risk Oversight

Management is responsible for assessing, managing and mitigating the various risks associated with our business and

operational activities, including, without limitation, strategic, operational, financial, regulatory, cybersecurity and

artificial intelligence risks that may exist from time to time. Management has implemented appropriate risk

management structures, policies and procedures, and manages our risk exposure on a day-to-day basis. In accordance

with our Corporate Governance Guidelines, the Board, both directly and through its committees (including the Risk

Committee), oversees the proper functioning of our risk management processes. In their specific risk oversight roles,

the Board and the Risk Committee evaluate 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, the Risk Committee and other

committees meet at regularly scheduled and special meetings throughout the year at which management 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 exposed.

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

››Our Audit Committee oversees the management of risks relating to financial reporting or fraud, securities

trading and tax matters. 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 periodically assesses our compensation policies and practices, including

structuring and reviewing our executive compensation programs and conducting an annual compensation

risk assessment, to determine whether these policies or practices are reasonably likely to have a material

adverse effect on us. Our Compensation Committee also assists the Board in its oversight of our human

capital management function.

››Our Governance Committee oversees our governance practices and the management of related risks,

including director independence and Board composition and succession of both the Board and CEO, and

the development and administration of our Code of Conduct.

››Our Research & Development Committee evaluates risks associated with the scientific discovery process,

preclinical and clinical development programs, to the extent not within the purview of the Risk

Committee’s oversight of our compliance programs.

 ››Our Risk Committee assists the Board with oversight of our internal risk management framework, policies,

guidelines and infrastructure, and, if called for, its administration of government and other investigations

and material litigation matters. The Risk Committee receives reports from members of management’s

Ethics Committee and also oversees management in the dispatch of its responsibility to administer our

various compliance programs, including, but not limited to, data privacy and cybersecurity, climate risk

reporting, drug safety, healthcare compliance and quality management. Finally, the Risk Committee

oversees our business and operational risks that are not specifically allocated to the Board or another

committee of the Board, and also evaluates risk management trends in order to advise the Board on best

practices with respect to risk management strategy and implementation. The Risk Committee provides

periodic reports to the full Board.

Our senior management presents the full Board with frequent business updates during both regular Board meetings

and monthly teleconferences, at which time the Board provides management with feedback, makes recommendations

and, as needed, issues directives to address our risk exposure.

Insider Trading Policies and Procedures

We maintain an insider trading policy that governs the purchase, sale and other dispositions of our securities by our

directors, officers and employees and Exelixis itself. A copy of our insider trading policy is filed as Exhibit 19.1 to our

Annual Report on Form 10-K for the fiscal year ended January 2, 2026.

2026 Proxy Statement 27

Table of Contents Proposal 1 | Corporate Governance

Prohibitions on Derivative, Hedging, Monetization and Other Transactions

Additionally, our insider trading policy, which applies to directors and employees, including our executive officers,

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. In December 2024, we updated our insider trading policy to prohibit

pledging of Exelixis stock as collateral for a loan, including in circumstances where such director or employee

demonstrates the financial capacity to repay the loan without resort to the pledged securities. As of the date of this

Proxy Statement, no shares of Exelixis stock are pledged by any of our directors or executive officers.

Stockholder Communications with the Board

The Board welcomes communications from Exelixis’ stockholders. Stockholders may communicate with the Board by

sending a written communication to “Exelixis, Inc., Board of Directors c/o Corporate Secretary, 1851 Harbor Bay

Parkway, Alameda, California 94502.” Stockholders may also communicate with the Board by facsimile at (650)

837-7951 or by e-mail at info@exelixis.com, with each of the foregoing sent with “Attn: Board of Directors” in the

“Subject” line.

Each communication must set forth the name and address of the stockholder as it appears in Exelixis’ records (and, if

the stock is held by a nominee, the name and address of the beneficial owner of the stock). After confirming the stock

ownership of the author of the communication, the Corporate Secretary will review and evaluate the communication

and shall have the authority to and will screen out communications from stockholders that are not directly related to

the duties and responsibilities of the Board. The Corporate Secretary may also disregard duplicative communications.

If deemed directly related to the duties and responsibilities of the Board, the Corporate Secretary will forward the

communication, depending on the subject matter, to the Chair of the Governance Committee, the Chair of the Audit

Committee, the Chair of the Board, the independent directors, or the full Board, as deemed appropriate.

Stockholder Outreach

We maintain a robust investor relations and corporate governance program for stockholder outreach to provide

regular updates on our business performance and corporate strategy, including but not limited to financial results,

clinical trial readouts, pipeline advancement, business development efforts and upcoming milestones, as well as

corporate governance related matters, including our executive compensation program, human capital management

practices, governance practices (such as Board independence, composition, tenure and refreshment), environmental

disclosures, risk oversight and other areas of our business, to elicit a better understanding of their concerns and

perspectives. We bi-annually request engagement meetings with our top 35 institutional shareholders representing

over 60% of our common stock outstanding. Additionally, we accept 100% of engagement meetings requested by our

top shareholders. As a result, we have implemented the feedback received from our stockholders into various areas of

our business. For additional details about our stockholder outreach efforts during fiscal 2025, please see

“Compensation Discussion and Analysis—How We Determine Executive Compensation—Stockholder Outreach and

Board Responsiveness.”

Stock Ownership Guidelines for Non-Employee Directors

We maintain Stock Ownership Guidelines for our directors and Named Executive Officers 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 require an ownership target of the value equivalent to 5 times the annual

cash Board retainer. All non-employee directors 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. 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 for NEOs.”

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 shares to be issued

upon vesting of RSUs (as defined below) and PSUs (as defined below, to the extent such performance criteria has been

achieved), in each case net of applicable taxes. Credit is not provided for any unexercised stock options (regardless of

whether such stock options are vested). The values for all shares determined to be held by our non-employee directors

28 Exelixis, Inc.

Table of Contents

and Named Executive Officers are based on the 200-day average stock price as of the measurement date. As of

February 27, 2026, all of our non-employee directors had met the required ownership targets.

Spotlight on Corporate Responsibility and Sustainability

Exelixis’ mission is to help cancer patients recover stronger and live longer. In addition to delivering for patients, we are

also focused on contributing positively to society at large. To that end, Exelixis expects that its employees will commit

to the highest standards of ethical behavior and maintain values and principles that reflect both global awareness and

sustainability.

As detailed in our published Corporate Values & Sustainability (CV&S) reports, our business practices and progress on a

wide variety of initiatives are organized around four key themes:

Access to Innovative and Safe Cancer Medicines

We can only accomplish our mission to help cancer

patients if the medicines we discover and develop are

innovative and fulfill unmet medical needs. Furthermore,

those medicines must be of the highest quality, have an

acceptable safety profile, be available expeditiously

when prescribed by healthcare professionals and be

accessible to cancer patients despite lack of insurance or

inability to pay.

Key Components:

•Increasing the number of novel and

differentiated anti-cancer agents in our pipeline

with new programs exploring multiple modalities

and mechanisms of action

•Disciplined and focused approach to research &

development with critical evaluation of assets

through all stages of development

•Conducting safe and ethical clinical trials that

reflect an epidemiologically diverse patient

population

•Supporting patients with improved access and

affordability, including through Exelixis Access

Services, a comprehensive resource that provides

co-pay assistance, allows qualifying uninsured or

underinsured patients to receive medication free

of charge, and connects patients with healthcare

providers to assist with their treatment

•Safeguarding the integrity of our products

through their entire lifecycle, from preclinical

and clinical development through the post-

market experience

2026 Proxy Statement 29

Table of Contents Proposal 1 | Corporate Governance

Community Engagement and Advocacy

We connect with philanthropic organizations in the

communities in which our employees live and work and

like-minded organizations that are dedicated to improving

cancer care, education, outreach and advocacy. Through

our giving initiatives, we broaden our community impact

and create partnerships to benefit organizations that are

dedicated to the causes we and our employees care about.

We also offer employees the opportunity to engage with

their community through our Employee Giving and

Volunteer Programs.

Key Components:

•Providing corporate financial support and

matching employee donations up to a certain

amount to increase the impact of dollars

donated to philanthropic and community

organizations through our Exelixis Employee

Giving Program

•Enabling employees to give back to the

communities in which we live and work on a

paid time off basis through the Exelixis

Employee Volunteer Program

•Raising awareness of health-related cancer

issues and making available accurate and

appropriate information, assistance and/or

education on the prevention, diagnosis and

treatment of disease

•Driving recognition of the important role

played by small- to mid-sized biotech

companies in our nation’s medical

innovation ecosystem

Our People and Culture

We nurture a culture of belonging where all employees are

empowered to contribute to the Exelixis mission. We

respect and appreciate each employee’s unique perspective

and experiences, and believe that celebrating, encouraging

and supporting both similarities and differences contributes

to our company mission. We offer a variety of benefits

programs and take pride in our core corporate values to Be

Exceptional, Excel for Patients and Exceed Together.

Key Components:

•Focus on employee engagement, including

recruitment initiatives, and competitive

compensation and benefits programs to

attract and retain talented employees

•Talent and leadership development through a

broad range of learning experiences for both

people leaders and individual contributors,

and a tuition reimbursement program

•Emphasis on employee health and safety,

including regular inspections and training to

promote general workplace safety and ensure

a low rate of accidents

30 Exelixis, Inc.

Table of Contents

Environmental Management

We are committed to conducting business in a way that

respects our environment and the Earth’s changing

climate. We have enhanced our environmentally

sustainable practices across our facilities and operations,

including through the use of systems tracking our

electricity and natural gas footprint. We plan to continue

to evolve our practices as we advance our mission to help

cancer patients recover stronger and live longer.

Key Components:

•Sustainable facilities, including prioritizing

reduction of our energy use where possible

and shifting our energy consumption to

renewable sources

•LEED BD+C Gold Certification through the U.S.

Green Building Council for the largest building at

our Alameda campus

•100% clean electricity, purchased from eligible

renewable sources and large hydroelectric

sources, in addition to power generated from

onsite solar panels

•Green transportation, including our commuter

support program (ongoing since 2019) to replace

single-occupancy vehicle trips with shared

transport

•Waste management, including strict adherence

to applicable laws and regulations on handling

hazardous materials

Further information about our sustainability efforts, including our published CV&S Reports, please refer to our website

at www.exelixis.com under the caption “Creating Impact—Sustainability.”

2026 Proxy Statement 31

Table of Contents  Compensation of Directors

COMPENSATION OF DIRECTORS

Overview of Director Compensation

The compensation program for our non-employee directors is intended to be competitive and fair to attract and retain

highly qualified directors 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 oversees our compensation policies and

practices for non-employee directors on behalf of the Board. To assist with the Compensation Committee’s and the

Board’s review, the Compensation Committee’s external compensation consultant prepares a comprehensive annual

assessment of our non-employee director compensation program. The assessment includes benchmarking director

compensation against the same peer group used for executive compensation purposes, an update on recent trends in

director compensation and a review of related corporate governance best practices.

Cash Compensation Arrangements

Each non-employee director receives an annual cash retainer for his or her service on the Board, as well as an

additional annual cash retainer if he or she serves as the Chair of the Board, on a committee or as the chair of a

committee. In May 2025, the Board approved an increase to the Board Additional Chair Retainer Fee (to $40,000 from

$35,000) to align with the market median, following consideration of market data prepared by the Compensation

Committee’s independent compensation adviser, Aon, and the recommendation of the Compensation Committee. The

table below provides a full description of the 2025 cash compensation arrangements for our non-employee directors

(which account for the described second quarter fiscal 2025 changes in Director cash compensation). Dr. Morrissey

receives no compensation in his capacity as a member of the Board.

Service	Fee Type	Annual Cash Compensation ($)
Board	Retainer Fee	60,000
	Additional Chair Retainer Fee (1)	40,000
Audit Committee	Retainer Fee	15,000
	Additional Chair Retainer Fee	15,000
Compensation Committee	Retainer Fee	12,000
	Additional Chair Retainer Fee	13,000
Nominating & Corporate Governance Committee	Retainer Fee	12,000
	Additional Chair Retainer Fee	13,000
Research & Development Committee	Retainer Fee	12,000
	Additional Chair Retainer Fee	13,000
Risk Committee	Retainer Fee	12,000
	Additional Chair Retainer Fee	13,000

(1)As described above, the Board Additional Chair Retainer Fee was raised from $35,000 to $40,000 in the second quarter fiscal

2025.

All cash compensation is paid to each director in arrears on a quarterly basis for services performed during the prior

fiscal quarter.

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 our 2017 Equity Incentive Plan (2017 Plan), pursuant to the Non-Employee

Director Equity Compensation Policy, as amended (Directors’ 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. Under the terms of the Directors’ Policy, the aggregate value of each

32 Exelixis, Inc.

Table of Contents                                                                                                                                   

one-time initial award is $680,000, and the aggregate value of each annual award is $400,000. Each one‑time initial

equity award is granted approximately 50% in the form of a nonstatutory stock option award and approximately 50% in

the form of a restricted stock unit (RSU) award. Each non-employee director may elect to receive the full value of his or

her annual award in the form of either an RSU award or nonstatutory stock options or divide the award approximately

evenly between nonstatutory stock options and RSUs.

Under the 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 pricing model and the average of the

daily closing sale prices of our common stock for the trading days during the 30-day calendar period ending on (and

including) the last calendar day immediately prior to the relevant grant date. The value of each award, as determined in

accordance with the Directors’ Policy, may be greater or lesser than the grant date fair 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 grant date.

Options granted under the 2017 Plan in accordance with the Directors’ Policy are not incentive stock options under

the Internal Revenue Code of 1986, as amended (the Code). The exercise price of each initial and annual stock option

granted under the 2017 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 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 as follows: 25% of the underlying shares on the first

anniversary of the grant date with the remaining 75% vesting monthly thereafter over the next three years. The annual

options are also immediately exercisable, but shares issued upon early exercise are subject to a repurchase right and

will vest at the rate of 100% of the underlying shares on the first anniversary of the grant date.

As long as the non-employee director continues to serve with us or with an affiliate of ours, the options continue to

vest and be exercisable during their terms, and shares issued upon early exercise continue to vest. When the option

holder’s service terminates, we 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 options

granted to our non-employee directors is generally set to terminate the earlier of three years after a non-employee

director’s service terminates or the remainder of the term of the 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 initial 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 underlying 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.

Recent Changes to Director Compensation for fiscal 2026

In February 2026, upon the recommendation of the Compensation Committee and its independent compensation

adviser, Aon, the Board approved revisions to the Directors’ Policy and a further increase to the annual Board

Additional Chair Retainer Fee, in each case to continue aligning director compensation with the market median.

Effective beginning in 2026, the aggregate value of each one‑time initial equity award was reduced to $600,000 from

$680,000, and the annual Board Chair Retainer Fee was increased to $50,000. Under the revised policy, each one‑time

initial equity award continues to be granted approximately 50% in the form of a nonstatutory stock option award and

approximately 50% in the form of an RSU award, but is subject to a three‑year vesting schedule.

One-time initial stock option awards granted under the revised terms vest as follows: 33.3% of the underlying shares on

the first anniversary of the grant date, with the remaining 66.6% vesting monthly over the subsequent two years.

Consistent with the prior policy, such stock options remain immediately exercisable, with shares issued upon early

exercise subject to a repurchase right. One-time initial RSU awards granted under the revised terms vest at the rate of

33.3% of the underlying shares on each of the first three anniversaries of the grant date, in each case subject to the

non‑employee director’s continued service with us or an affiliate of ours.

2026 Proxy Statement 33

Table of Contents Director Compensation Table

Reimbursement of Expenses

The members of the Board are eligible for reimbursement of certain expenses incurred in connection with their

attendance at Board meetings and their service on the Board in accordance with our policy.

Meaningful Limits on Director Compensation

The aggregate value of all compensation granted or paid to any individual solely for service as a non-employee director

may not exceed (a) $750,000 in total value with respect to any calendar year after a non-employee director is first

appointed or elected to the Board or (b) $1,500,000 in total value with respect to the calendar year during which a

non-employee director is first appointed or elected to the Board, in each case calculating the value of any stock awards

based on the grant date fair value of such awards for financial reporting purposes. These limits on non-employee

director compensation were approved by our stockholders and are included in our 2017 Plan.

Director Compensation Table

The following table shows compensation information for our non-employee directors for the fiscal year ended

January 2, 2026.

	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Option Awards ($)(2)	All Other Compensation ($)(3)	Total ($)
Mary C. Beckerle, Ph.D. (4)	93,000	417,991	—	2,500	513,491
S. Gail Eckhardt, M.D. (4)	84,000	417,991	—	2,500	504,491
Maria C. Freire, Ph.D.	97,000	417,991	—	2,500	517,491
Tomas J. Heyman	97,000	417,991	—	2,500	517,491
David E. Johnson	87,000	—	417,709	2,500	507,209
Robert L. Oliver, Jr.	84,000	417,991	—	—	501,991
Stelios Papadopoulos, Ph.D.	137,750	417,991	—	—	555,741
George Poste, DVM, Ph.D., FRS	97,000	417,991	—	—	514,991
Julie A. Smith	100,000	417,991	—	2,500	520,491
Jack L. Wyszomierski	102,000	417,991	—	—	519,991

(1)    On May 29, 2025, each of Drs. Beckerle, Eckhardt, Freire, Papadopoulos and Poste, Ms. Smith and Messrs. Heyman, Oliver and

Wyszomierski was granted an RSU award pursuant to the Directors’ Policy. Each of Drs. Beckerle, Eckhardt, Freire,

Papadopoulos and Poste, Ms. Smith and Messrs. Heyman, Oliver and Wyszomierski elected to receive 100% of their annual

award in the form of RSU awards. Amounts shown in this column reflect the grant date fair value of the RSU awards as

computed in accordance with Financial Accounting Standards Board, Accounting Standards Codification Topic 718 (ASC 718).

The assumptions used to calculate the value of the RSU awards are set forth in Note 9 of the Notes to Consolidated Financial

Statements included in our Annual Report on Form 10-K for the fiscal year ended January 2, 2026, filed with the SEC on

February 10, 2026. Please see “Equity Compensation Arrangements” above for a description of the RSU awards made to

non-employee directors on May 29, 2025.

        Only one RSU award was granted to each of Drs. Beckerle, Eckhardt, Freire, Papadopoulos and Poste, Ms. Smith and Messrs.

Heyman, Oliver and Wyszomierski during fiscal 2025 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 our non-employee directors as of January 2, 2026,

is as follows: Dr. Beckerle—21,380; Dr. Eckhardt —21,380; Dr. Freire—9,812; Mr. Heyman—18,900; Mr. Johnson—9,088; Mr.

Oliver—18,900; Dr. Papadopoulos—9,812; Dr. Poste—9,812; Ms. Smith—9,812; and Mr. Wyszomierski—9,812.

(2)    On May 29, 2025, Mr. Johnson was granted a stock option award pursuant to the Directors’ Policy. Mr. Johnson elected to

receive 100% of his annual award in the form of a stock option. Only one stock option award was granted to Mr. Johnson during

fiscal 2025 and, accordingly, the grant date fair value of that stock option is reflected in the table. Amounts shown in this

column reflect the grant date fair value of the option award as computed in accordance with ASC 718. The assumptions used to

calculate the value of the option awards are set forth in Note 9 of the Notes to Consolidated Financial Statements included in

our Annual Report on Form 10-K for the fiscal year ended January 2, 2026, filed with the SEC on February 10, 2026. The

aggregate number of shares subject to all stock options held by each of our non-employee directors as of January 2, 2026, is as

34 Exelixis, Inc.

Table of Contents

follows: Dr. Beckerle—16,710; Dr. Eckhardt—23,136; Dr. Freire—52,688; Mr. Heyman—36,353; Mr. Johnson—100,584; Mr.

Oliver—21,206; Dr. Papadopoulos—0; Dr. Poste—0; Ms. Smith—106,539; and Mr. Wyszomierski—52,688.

(3)    These values reflect the amounts that were donated to charities by the company to match personal donations made by non-

employee directors in connection with requests by these directors made prior to January 2, 2026 under the company’s

matching gift program for 2025, which matches charitable donations by non-employee directors up to an aggregate of $2,500

annually per director.

2026 Proxy Statement 35

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

PROPOSAL 2

RATIFICATION OF SELECTION OF 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 January 1, 2027. 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

twenty-five fiscal years in the period ended January 2, 2026. Representatives of Ernst & Young LLP are expected to be

present at the Annual Meeting. They will have an opportunity to make a statement 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 or represented by proxy at the Annual Meeting

and entitled to vote on this proposal is required to ratify the selection of Ernst & Young LLP. Abstentions will be

counted toward the tabulation of votes cast on this proposal and will have the same effect as votes against this

proposal. As discussed above, if your broker holds your shares, your broker is not entitled to vote your shares on this

proposal without your instruction. Broker non-votes, if any, will have no effect.

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

36 Exelixis, Inc.

Table of Contents

Principal Accountant Fees and Services

The aggregate fees billed by Ernst & Young LLP for the last two fiscal years (fiscal 2025, which ended on January 2,

2026, and fiscal 2024, which ended on January 3, 2025) for the services described below are as follows:

	Fiscal Year Ended
	January 2, 2026	January 3, 2025
Audit fees (1)	$3,037,750	$2,936,882
Audit-related fees (2)	197,500	240,000
Tax fees (3)	118,075	129,993
All other fees (4)	2,000	2,000
Total Fees	$3,355,325	$3,308,875

(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 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 2025 and

2024, these services included consultations relating to various transactions.

(3)“Tax fees” consist of fees for tax advice and tax planning.

(4)“All other fees” consist of fees for products and services other than the services described above and are related to an on-line

subscription to an Ernst & Young LLP database.

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 2025 and 2024, 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 Chair, 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 2025 and 2024. Any pre-approvals by the

subcommittee must be and were presented to the Audit Committee at its next scheduled meeting.

2026 Proxy Statement 37

Table of Contents Report of the Audit Committee

REPORT 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 January 2, 2026, of Exelixis,

Inc., the Audit Committee of the Board of Directors of Exelixis has:

(1)reviewed and discussed the audited financial statements for the fiscal year ended January 2, 2026, 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 the applicable requirements of the Public Company Accounting

Oversight Board (PCAOB) and the SEC; and

(3)received the written disclosures and the letter from Ernst & Young required by the 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 January 2, 2026.

Audit Committee:

Jack L. Wyszomierski, Chair

David E. Johnson

Stelios Papadopoulos

Julie A. Smith

38 Exelixis, Inc.

Table of Contents

PROPOSAL 3

AMENDMENT AND RESTATEMENT OF THE EXELIXIS, INC. 2017 EQUITY

INCENTIVE PLAN

The Board approved an amendment and restatement of the Exelixis, Inc. 2017 Equity Incentive Plan (as amended and

restated by the Board in April 2022, which we refer to herein as the 2017 Plan) in April 2026, subject to approval by our

stockholders. For purposes of this Proposal 3, we refer to the 2017 Plan, as amended and restated by the Board in April

2026, as the “Amended 2017 Plan.” We are asking our stockholders to approve the Amended 2017 Plan at the Annual

Meeting.

The Amended 2017 Plan contains the following material changes from the 2017 Plan:

•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 has been increased by 2,000,000 shares under the

Amended 2017 Plan.

•The multiplier used in the “fungible share counting” structure further described below has been removed

under the Amended 2017 Plan for each share issued pursuant to a full value award granted on or after May

26, 2026, and for each share that becomes available again for issuance under the terms of the Amended 2017

Plan on or after May 26, 2026, the share reserve will be increased by the same number of shares by which the

share reserve was reduced at the time the applicable award was granted.

Why We Are Asking Our Stockholders to Approve the Amended 2017 Plan

We are seeking stockholder approval of the Amended 2017 Plan to increase the number of shares available for the

grant of RSU awards, PSU awards and other awards of company equity to our employees and directors. By adding

additional shares to our equity incentive program, we will be able to continue competing for key talent in our highly

competitive industry.

We are also seeking stockholder approval of the Amended 2017 Plan to remove the multiplier in the fungible share

counting ratio as further described below. This approach simplifies the share counting for our equity incentive program

and decreases the program’s perceived dilution, enhances transparency by providing a clearer and more

straightforward method for tracking share usage, and is more aligned with prevailing market standards and best

practices, which are increasingly favoring simplicity and transparency in equity plan administration.

The Compensation Committee is closely involved in the determination of what type and value of equity compensation

is necessary and appropriate to attract and incentivize the services of key 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 Share Increase

Subject to adjustment for certain changes in our capitalization, if this Proposal 3 is approved by our stockholders, we

will have 2,000,000 new shares available for grant under the Amended 2017 Plan after the Annual Meeting.

The rate at which we utilize and exhaust the shares available in our equity incentive program is determined by many

factors, including changes in our stock price and the rate of growth of our employee headcount. Given the number and

variability of these factors, we are not presently able to forecast how long the new pool of shares will last, permitting

us to attract and retain top talent. However, based on historical utilization and other factors, the Board determined

that our request for 2,000,000 new shares under the Amended 2017 Plan is reasonable, aligns with shareholder

interests, and is an appropriate amount that we believe would be broadly supported by our institutional investors.

Why You Should Vote to Approve the Amended 2017 Plan

Equity Awards Are an Important Part of Our Compensation Philosophy

The 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

2026 Proxy Statement 39

Table of Contents Proposal 3 | Amendment and Restatement of the 2017 Equity Incentive Plan

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 Amended 2017 Plan will allow us to

continue to provide equity-based incentives to our employees and directors. Therefore, the Board believes that the

Amended 2017 Plan is in the best interests of Exelixis and our 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 believe 2026 will be a milestone-rich year for Exelixis. In addition to the continued growth of the cabozantinib

franchise and ongoing regulatory engagement for zanzalintinib, we anticipate key clinical readouts and planned trial

initiations in support of zanzalintinib’s pivotal development, and progress across our early-stage pipeline. Further, we

have achieved nine consecutive years of operating profitability and have returned over $954 million to stockholders

through share repurchase programs in 2025. We have also announced an additional $750 million share repurchase

program to continue returning capital to our stockholders through December 31, 2026. As of January 2, 2026, we had

1,077 employees and 1,144 employees as of the Record Date (in each case, including full-time and part-time

employees).

The Board believes that the Amended 2017 Plan is necessary to ensure that the number of shares available for issuance

pursuant to equity awards will be sufficient to allow us to continue to attract, retain and motivate the services of

talented individuals essential to our long-term growth and financial success. The 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 RSU awards, PSU awards and stock options to attract, retain

and motivate key employees, and non-employee directors of the Board, and we believe that equity awards are

necessary for us to remain competitive in the marketplace for executive talent and other employees.

We Manage Our Equity Award Use Carefully and Dilution Is Reasonable

We believe that equity awards such as RSU awards, PSU awards and stock options are a vital part of our overall

compensation program, and we grant awards to substantially all of our employees. However, we recognize that this

compensation philosophy dilutes existing stockholders, and, therefore, we must responsibly manage the growth of our

equity compensation program. We are committed to monitoring our equity compensation share reserve carefully,

including our “burn rate,” to ensure that we maximize stockholders’ value by granting the appropriate number of

equity awards necessary to attract, retain and motivate our employees and directors.

The Size of Our Share Reserve Increase Request Is Reasonable

Subject to adjustment for certain changes in our capitalization, if this Proposal 3 is approved by our stockholders, we

will have 2,000,000 new shares available for grant under the Amended 2017 Plan after the Annual Meeting (for a total

of approximately 14,542,208 shares available for grant under the Amended 2017 Plan after the Annual Meeting (based

on the number of shares available for grant under the 2017 Plan as of the Record Date) (plus the Prior Plans’ Returning

Shares (as defined below), as such shares become available from time to time)).

The Board believes that our request for 2,000,000 new shares under the Amended 2017 Plan is necessary to provide an

appropriate amount of equity awards for attracting, retaining, and motivating our employees and directors in

accordance with our business plans, and is an amount that we believe a majority of our institutional investors would

support.

40 Exelixis, Inc.

Table of Contents

The Amended 2017 Plan Combines Compensation and Governance Best Practices

The Amended 2017 Plan includes provisions that are designed to protect our stockholders’ interests and to reflect

corporate governance best practices, including:

•No liberal share counting or recycling. The following shares will not become available again for issuance under

the Amended 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; (iii) shares

repurchased by us on the open market with the proceeds of the exercise price of a stock option or stock

appreciation right; and (iv) the gross number of shares subject to a stock appreciation right in the event that

such stock appreciation right is settled in shares.

•Fungible share counting. The Amended 2017 Plan simplifies the fungible share counting structure by

eliminating the multiplier contained in the 2017 Plan for awards granted on or after May 26, 2026. Under the

Amended 2017 Plan, beginning on May 26, 2026, all awards, whether an “appreciation award” (which is a

stock option or a stock appreciation right with respect to which the exercise or strike price is at least 100% of

the fair market value of our common stock on the date of grant) or “full value award” (which is a stock award

that is not an appreciation award), will reduce the share reserve on a one-for-one basis. In addition, for each

share that becomes available again for issuance under the terms of the Amended 2017 Plan on or after May

26, 2026, the share reserve will be increased by the same number of shares by which the share reserve was

reduced at the time the applicable award was granted.

•Minimum vesting requirements. The Amended 2017 Plan provides that no award may vest until at least 12

months following the date of grant of the award; provided, however, that shares up to five percent (5%) of the

aggregate number of shares that may be issued under the Amended 2017 Plan may be issued pursuant to

awards which do not meet such vesting requirements.

•Maximum seven (7)-year term for stock options and stock appreciation rights. The Amended 2017 Plan

provides that no stock option or stock appreciation right may have a term longer than seven (7) years.

•Restrictions on dividends. The Amended 2017 Plan provides that (i) no dividends or dividend equivalents may

be paid with respect to any shares 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 Amended 2017 Plan will be subject to

recoupment in accordance with (i) the Clawback Policy and (ii) 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 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. For additional information on the Clawback

Policy, please see “Compensation Discussion and Analysis—Other Compensation Information—Clawback

Policy.”

•Repricing not allowed. The Amended 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 price greater than the then-current fair market value of our common stock in exchange for cash or

other awards under the Amended 2017 Plan without prior stockholder approval.

•No liberal change in control definition. The change in control definition in the Amended 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 Amended 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 Exelixis to such non-employee director during such calendar year, may not exceed $750,000 in total

2026 Proxy Statement 41

Table of Contents Proposal 3 | Amendment and Restatement of the 2017 Equity Incentive Plan

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 Record Date
Total number of shares of common stock subject to outstanding stock options	1,532,809
Weighted-average exercise price of outstanding stock options	$21.52
Weighted-average remaining term of outstanding stock options	2.18 years
Total number of shares of common stock subject to outstanding full value awards	16,123,820
Total number of shares of common stock available for grant under the 2017 Plan (1)	12,542,208
Total number of shares of common stock outstanding	254,008,174
Per-share closing price of common stock as reported on Nasdaq Global Select Market	$42.89

(1)As of the Record Date, there were no shares of common stock available for grant under any of our equity incentive plans other

than the 2017 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 2025, 2024 and 2023.

	Fiscal Year
	2025	2024	2023
Total number of shares of common stock subject to appreciation awards granted	21,000	124,000	357,000
Total number of shares of common stock subject to full value awards granted	11,751,000	6,166,000	5,028,000
Weighted-average number of shares of common stock outstanding	271,567,000	290,030,000	318,151,000
Unadjusted Burn Rate (1)	4.33%	2.17%	1.69%

(1)Unadjusted Burn Rate is calculated as: (shares subject to appreciation awards granted + shares subject to full value awards

granted)/weighted average common stock outstanding.

Stockholder Approval

If this Proposal 3 is approved by our stockholders, the Amended 2017 Plan will become effective as of the date of the

Annual Meeting. In the event that our stockholders do not approve this Proposal 3, the Amended 2017 Plan will not

become effective and the 2017 Plan will continue to be effective in accordance with its terms.

Description of the Amended 2017 Plan

The material features of the Amended 2017 Plan are described below. The following description of the Amended 2017

Plan is a summary only and is qualified in its entirety by reference to the complete text of the Amended 2017 Plan.

Stockholders are urged to read the actual text of the Amended 2017 Plan in its entirety.

Purpose

The Amended 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 Exelixis

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.

42 Exelixis, Inc.

Table of Contents

Successor to 2014 Plan

The Amended 2017 Plan is intended to be the successor to the Exelixis, Inc. 2014 Equity Incentive Plan (2014 Plan).

Types of Awards

The terms of the Amended 2017 Plan provide for the grant of incentive stock options, nonstatutory stock options, stock

appreciation rights, restricted stock awards, RSU 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 Amended 2017 Plan (Share Reserve) will not exceed the sum of (i) 453,064 shares (the

number of unallocated shares that were available for grant under the 2014 Plan as of the effective date of the 2017

Plan), (ii) 24,000,000 additional shares that were reserved as of the effective date of the 2017 Plan, (iii) 21,000,000

additional shares that were approved at the 2020 Annual Meeting, (iv) 28,500,000 additional shares that were

approved at the 2022 Annual Meeting, and (v) 2,000,000 newly requested shares, plus the Prior Plans’ Returning

Shares, as such shares become available from time to time.

The “Prior Plans’ Returning Shares” are shares subject to outstanding stock awards granted under any of the following

plans (which we refer to as the Prior Plans for purposes of this Proposal 3): the 2014 Plan, the Exelixis, Inc. 2000 Equity

Incentive Plan, the Exelixis, Inc. 2000 Non-Employee Directors’ Stock Option Plan, the Exelixis, Inc. 2011 Equity

Incentive Plan, and the Exelixis, Inc. 2016 Inducement Award Plan, in each case 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 appreciation awards granted under the Prior Plans, 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 Amended 2017 Plan will be reduced by (i)

one (1) share for each share of common stock issued pursuant to an appreciation award granted under the Amended

2017 Plan, (ii) one and half (1.5) shares for each share of common stock issued pursuant to a full value award granted

under the Amended 2017 Plan prior to May 25, 2022, (iii) two (2) shares for each share of common stock issued

pursuant to a full value award granted under the Amended 2017 Plan on or after May 25, 2022 and before May 26,

2026, and (iv) one (1) share for each share of common stock issued pursuant to a full value award granted under the

Amended 2017 Plan on or after May 26, 2026.

If (i) any shares of common stock subject to a stock award granted under the Amended 2017 Plan 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 granted under the

Amended 2017 Plan 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 granted under the Amended

2017 Plan, 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, then such shares (which we refer to as the Amended 2017 Plan Returning

Shares for purposes of this Proposal 3) will again become available for issuance under the Amended 2017 Plan. For

each Amended 2017 Plan Returning Share or Prior Plans’ Returning Share subject to a full value award, the number of

shares of common stock available for issuance under the Amended 2017 Plan will increase by (i) one and half (1.5)

shares for each such Amended 2017 Plan Returning Share or Prior Plans’ Returning Share that returns to the Amended

2017 Plan prior to May 25, 2022, (ii) two (2) shares for each such Amended 2017 Plan Returning Share or Prior Plans’

Returning Share that returns to the Amended 2017 Plan on or after May 25, 2022 and before May 26, 2026, and (iii) for

each such Amended 2017 Plan Returning Share or Prior Plans’ Returning Share that returns to the Amended 2017 Plan

on or after May 26, 2026, the same number of shares by which the Share Reserve was reduced at the time the

applicable award was originally granted.

Any shares of common stock reacquired or withheld (or not issued) by us to satisfy the exercise or purchase price of a

stock award granted under the Amended 2017 Plan or a Prior Plan will no longer be available for issuance under the

Amended 2017 Plan, including any shares subject to a stock award that are not delivered to a participant because the

2026 Proxy Statement 43

Table of Contents Proposal 3 | Amendment and Restatement of the 2017 Equity Incentive Plan

stock award is exercised through a reduction of shares subject to the stock award. Any shares reacquired or withheld

(or not issued) by us to satisfy a tax withholding obligation in connection with an appreciation award granted under the

Amended 2017 Plan or a Prior Plan, or any shares repurchased by us on the open market with the proceeds of the

exercise price of an appreciation award granted under the Amended 2017 Plan or a Prior Plan will no longer be

available for issuance under the Amended 2017 Plan. In the event that a stock appreciation right granted under the

Amended 2017 Plan or a Prior Plan is settled in shares of common stock, the gross number of shares subject to such

stock appreciation right will no longer be available for issuance under the Amended 2017 Plan.

Eligibility

All of our (including our affiliates’) employees, non-employee directors and consultants are eligible to participate in the

Amended 2017 Plan and may receive all types of awards other than incentive stock options. Incentive stock options

may be granted under the Amended 2017 Plan only to our (including our affiliates’) employees.

As of the Record Date, we (including our affiliates) had 1,144 employees (including full-time and part-time employees)

and 10 non-employee directors. Historically, we have rarely granted equity awards to consultants, and we expect to

continue this practice.

Individual Award Limits

Under the Amended 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.

Non-Employee Director Compensation Limit

The maximum number of shares of our common stock subject to stock awards granted during any calendar year to any

of our non-employee directors, taken together with any cash fees paid by Exelixis to such non-employee director during

such calendar year, will 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).

Administration

The Amended 2017 Plan will be administered by the Board, which may in turn delegate authority to administer the

Amended 2017 Plan to a committee. The Board has delegated concurrent authority to administer the Amended 2017

Plan to the Compensation Committee, but may, at any time, revest in itself some or all of the power delegated to the

Compensation Committee. The Board and the Compensation Committee are each considered to be a “Plan

Administrator” for purposes of this Proposal 3. Subject to the terms of the Amended 2017 Plan (including certain

minimum vesting requirements (see “Minimum Vesting Requirements” below)), the Plan Administrator may determine

the recipients, the types of awards to be granted, the number of shares of our common stock subject to or the cash

value of awards, and the terms and conditions of awards granted under the Amended 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 to the extent permitted under the Amended 2017 Plan. 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 Amended 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.

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Repricing; Cancellation and Re-Grant of Awards

Under the Amended 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 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 Amended 2017 Plan, no award may vest until at least 12 months following the date of grant of the award;

provided, however, that shares up to 5% of the Share Reserve may be issued pursuant to awards which do not meet

such vesting requirements.

Dividends and Dividend Equivalents

The Amended 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.

Section 162(m) Transition Relief for Performance-Based Compensation

Under Section 162(m) of the Code, compensation paid to any publicly held corporation’s “covered employees” (as

defined under Section 162(m) of the Code) that exceeds $1 million per taxable year for any covered employee is

generally non-deductible. Certain provisions in the Amended 2017 Plan refer to the “performance-based

compensation” exception to the $1 million deductibility limit under Section 162(m) of the Code. Pursuant to the Tax

Cuts and Jobs Act, this exception was repealed with respect to taxable years beginning after December 31, 2017.

However, an award may still be eligible for this exception if, among other requirements, it is intended to qualify, and is

eligible to qualify, as “performance-based compensation” under Section 162(m) of the Code pursuant to the transition

relief provided by the Tax Cuts and Jobs Act for remuneration provided 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. For

purposes of this Proposal 3, the term “Section 162(m) Transition Relief” refers to such transition relief. Accordingly, the

provisions in the Amended 2017 Plan which refer to the “performance-based compensation” exception under Section

162(m) of the Code will only apply to any award that is intended to qualify, and is eligible to qualify, as “performance-

based compensation” under Section 162(m) of the Code pursuant to the Section 162(m) Transition Relief and,

therefore, such provisions are not applicable to any other awards granted under the Amended 2017 Plan. However,

even if an award is intended to qualify as “performance-based compensation” under Section 162(m) of the Code, no

assurance can be given that the award will in fact qualify for the Section 162(m) Transition Relief or the “performance-

based compensation” exception under Section 162(m) of the Code.

Stock Options

Stock options may be granted under the Amended 2017 Plan pursuant to stock option agreements. The Amended 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 Amended 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 Amended 2017 Plan may not exceed seven (7) years and, in some cases

(see “Limitations on Incentive Stock Options” below), may not exceed five (5) 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

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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 (3) 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 Amended 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 Amended 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 Amended 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 Amended 2017 Plan may be subject to different vesting schedules as the Plan Administrator may determine.

The Plan Administrator may impose limitations on the transferability of stock options granted under the Amended 2017

Plan in its discretion. Generally, a participant may not transfer a stock option granted under the Amended 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, determined at the time 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 (5) 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 Amended 2017 Plan is 50,000,000 shares.

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Stock Appreciation Rights

Stock appreciation rights may be granted under the Amended 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 Amended

2017 Plan may not exceed seven (7) 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 Amended 2017 Plan.

Restricted Stock Awards

Restricted stock awards may be granted under the Amended 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.

RSU Awards

RSU awards may be granted under the Amended 2017 Plan pursuant to RSU award agreements. Payment of any

purchase price may be made in any form of legal consideration acceptable to the Plan Administrator. An RSU 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 RSU award agreement. Subject

to certain minimum vesting requirements (see “Minimum Vesting Requirements” above), RSU 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 RSU award agreement, RSUs that have not vested will be forfeited upon the participant’s

termination of continuous service for any reason.

Performance Awards

The Amended 2017 Plan allows us to grant performance stock and cash awards.

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 the 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”

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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 the

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.

Performance goals under the Amended 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 revenues or product

revenues; (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 Amended 2017 Plan, unless specified

otherwise by the 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, the 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, the 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 Amended 2017 Plan. Subject to the terms of the

Amended 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 Amended 2017 Plan will be subject to recoupment in accordance with (i) the Clawback Policy

and (ii) 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. For additional information on the Clawback Policy, please see

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“Compensation Discussion and Analysis—Other Compensation Information—Clawback Policy.”

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 Amended 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 the individual award limits under the Amended 2017 Plan; and (iv) the class(es)

and number of securities and price per share of stock subject to outstanding stock awards.

Corporate Transaction and Change in Control

The following applies to stock awards under the Amended 2017 Plan in the event of a corporate transaction (as defined

in the Amended 2017 Plan) or a change in control (as defined in the Amended 2017 Plan) (each of which we refer to as

a Transaction for purposes of this Proposal 3), unless otherwise provided in a participant’s stock award agreement or

other written arrangement with us or one of our affiliates or in any director compensation policy.

In the event of a Transaction, any stock awards outstanding under the Amended 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 Transaction (Current Participants), the vesting (and exercisability, if

applicable) of such stock awards will be accelerated in full (and with respect to any such stock awards that are subject

to performance-based vesting conditions or requirements, vesting will be deemed to be satisfied at the target level of

performance) to a date prior to the effective time of the Transaction (contingent upon the effectiveness of the

Transaction), and such stock awards will terminate if not exercised (if applicable) at or prior to the effective time of the

Transaction, and any reacquisition or repurchase rights held by us with respect to such stock awards will lapse

(contingent upon the effectiveness of the 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 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 Transaction.

In the event a stock award will terminate if not exercised prior to the effective time of a Transaction, the Plan

Administrator may provide 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 Transaction over (ii) any

exercise price payable in connection with such exercise.

For purposes of the Amended 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.

For purposes of the Amended 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.

Control Acquisition

The following applies to stock awards under the Amended 2017 Plan in the event of a control acquisition (as defined in

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the Amended 2017 Plan), unless otherwise provided in a participant’s stock award agreement or other written

arrangement with us or one of our affiliates or in any director compensation policy.

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 (and with respect to any such stock awards that are subject to performance-based vesting

conditions or requirements, vesting will be deemed to be satisfied at the target level of performance) 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 Amended 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 Amended 2017 Plan in the event of a change in control (as defined in

the Amended 2017 Plan), unless otherwise provided in a participant’s stock award agreement or other written

arrangement with us or one of our affiliates or in any director compensation policy.

If a change in control occurs and within one (1) 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 Amended 2017 Plan) or due to a voluntary termination with good

reason (as defined in the Amended 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 (i) with

respect to any such stock awards that are subject to vesting conditions or requirements based solely on such

participant’s continuous service, such participant’s continuous service had continued for 12 months following the date

of termination, and (ii) with respect to any such stock awards that are subject to performance-based vesting conditions

or requirements, vesting has been satisfied at the target level of performance. Any such acceleration will occur on the

date of termination, or if later, the effective date of the change in control.

Plan Amendments and Termination

The Plan Administrator will have the authority to amend or terminate the Amended 2017 Plan at any time. However,

except as otherwise provided in the Amended 2017 Plan or an award agreement, no amendment or termination of the

Amended 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 Amended 2017 Plan as required

by applicable law and listing requirements. No incentive stock options may be granted under the Amended 2017 Plan

after the tenth anniversary of the date the Amended 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 Amended 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 under the Amended 2017 Plan. The Amended 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

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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 Amended 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 (2) years from the date the stock option was granted and more than one (1) 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 (1) 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 days

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

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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.

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 recipient of the restricted stock award.

RSU Awards

Generally, the recipient of an RSU 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 income at the time the stock is delivered 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. 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 an

RSU award will be the amount paid for such shares plus any ordinary income recognized when the stock is delivered.

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 recipient of the RSU 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.

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 recipient of the stock appreciation right.

Section 162(m) of the Code

Under Section 162(m) of the Code, compensation paid to any publicly held corporation’s “covered employees” (as

defined under Section 162(m) of the Code) that exceeds $1 million per taxable year for any covered employee is

generally non-deductible. Prior to the 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 remuneration provided 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 per taxable year generally will not be deductible unless, among

other requirements, it is intended to qualify, and is eligible to qualify, as “performance-based compensation” under

Section 162(m) of the Code pursuant to the transition relief described above. Because of certain ambiguities and

uncertainties as to the application and interpretation of Section 162(m) of the Code, as well as other factors beyond the

control of the Compensation Committee, no assurance can be given that any award granted under the Amended 2017

Plan will be eligible for such transition relief and, therefore, eligible for the “performance-based compensation”

exception under Section 162(m) of the Code.

52 Exelixis, Inc.

Table of Contents

New Plan Benefits under Amended 2017 Plan

Amended 2017 Plan

Name and Position	Dollar Value	Number of Shares
Michael M. Morrissey, Ph.D.	(1)	(1)
President and Chief Executive Officer
Christopher J. Senner	(1)	(1)
Executive Vice President and Chief Financial Officer
Dana Aftab, Ph.D.	(1)	(1)
Executive Vice President, Research and Development
Patrick J. Haley	(1)	(1)
Executive Vice President, Commercial
Brenda J. Hefti, J.D., Ph.D.	(1)	(1)
Senior Vice President and General Counsel
All current executive officers as a group
All current directors who are not executive officers as a group	$4,000,000 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 Amended 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 Amended 2017 Plan, and the Board and the Compensation

Committee have not granted any awards under the Amended 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 Amended 2017 Plan are not determinable.

(2)Awards granted under the Amended 2017 Plan to our non-employee directors are discretionary and are not subject to set

benefits or amounts under the terms of the Amended 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 RSU award (or in the form of a stock option or RSU award 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 $400,000. 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 average of the daily closing sale prices 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 Amended 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.

2026 Proxy Statement 53

Table of Contents Proposal 3 | Amendment and Restatement of the 2017 Equity Incentive Plan

Additional Plan Information of the 2017 Plan

The following table sets forth, for each of the individuals and the various groups indicated, the total number of shares

of our common stock subject to outstanding awards that have been granted under the 2017 Plan since its approval by

our stockholders in 2017 through the Record Date.

Name and Position	Outstanding Options	Outstanding Stock Awards (1)
Michael M. Morrissey, Ph.D.	—	2,201,568
President and Chief Executive Officer
Christopher J. Senner	—	673,495
Executive Vice President and Chief Financial Officer
Dana Aftab, Ph.D.	—	630,638
Executive Vice President, Research and Development
Patrick J. Haley	—	573,894
Executive Vice President, Commercial
Brenda J. Hefti, J.D., Ph.D.	—	171,240
Senior Vice President and General Counsel
All current executive officers as a group	—	4,250,835
All current directors who are not executive officers as a group	273,643	130,996
Each nominee for election as a director	—	—
Mary C. Beckerle, Ph.D.	16,710	17,524
S. Gail Eckhardt, M.D.	23,136	17,524
Maria C. Freire, Ph.D.	52,688	9,812
Tomas J. Heyman	36,353	18,900
Michael M. Morrissey, Ph.D.	—	2,201,568
David E. Johnson	100,584	9,088
Robert L. Oliver, Jr.	12,118	18,900
Stelios Papadopoulos, Ph.D.	—	9,812
George Poste, DVM, Ph.D., FRS	—	9,812
Julie Anne Smith	—	9,812
Jack L. Wyszomierski	32,054	9,812
Each associate of any executive officers, current directors or director nominees	—	—
Each other person who received or is to receive 5% of awards	—	—
All employees, including all current officers who are not executive officers, as a group	650,702	11,610,993

(1)Amounts shown in this column represent the number of shares of our common stock subject to outstanding awards at target

level, to the extent that achievement of the applicable performance criteria has not been certified.

54 Exelixis, Inc.

Table of Contents

Equity Compensation Plan Information

The following table provides certain information about our common stock that may be issued upon the exercise of

stock options and other rights under all of our existing equity compensation plans as of January 2, 2026, which consists

of our 2000 Employee Stock Purchase Plan (as amended and restated, the ESPP), and the 2017 Plan:

Plan Category	Number of securities to be issued  upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future  issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by stockholders (1)	19,604	$2.63	(2)	22,406

(1)Equity plans approved by our stockholders include the 2017 Plan and the ESPP. As of January 2, 2026, a total of 6.6 million

shares of our common stock remained available for issuance under the ESPP, and up to a maximum of 0.7 million shares of our

common stock may be purchased in the current purchase period. The shares issuable pursuant to our ESPP are not included in

the number of shares to be issued pursuant to rights outstanding or the weighted-average exercise price of such rights as of

January 2, 2026, as those numbers are not known.

(2)The weighted-average exercise price takes into account the shares subject to outstanding restricted stock units (RSUs),

including such awards with market conditions, which have no exercise price. The weighted-average exercise price, excluding

such outstanding RSUs, is $21.31.

Required Vote and Board of Directors Recommendation

The affirmative vote of the holders of a majority of the shares present or represented by proxy and entitled to vote at

the Annual Meeting is required to approve the Amended 2017 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.

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

2026 Proxy Statement 55

Table of Contents Proposal 4 | Advisory Vote on the Compensation of the Named Executive Officers

PROPOSAL 4

ADVISORY VOTE ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS

Pursuant to Section 14A of the Exchange Act, we are asking our stockholders 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 titled “Summary Compensation Table” later in this Proxy Statement, to

whom we refer as our “Named Executive Officers” (NEOs and each, an NEO). This vote is not intended to address any

specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, design, policies

and practices described in this Proxy Statement.

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 that describe our executive compensation

program and the compensation of our NEOs for fiscal 2025. For the reasons described in this Proxy Statement, the

Board believes that our executive compensation program strongly aligns with the interests of our stockholders,

effectively ties executive compensation 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 NEOs, 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 at the Annual Meeting and entitled to vote on this proposal. 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, if any, will

have no effect.

Our stockholders have expressed a preference, and our 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 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 very important to the Board and the management

team and, accordingly, the Compensation Committee and the 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 the Board as they continue to improve the alignment of our

executive compensation programs with business objectives and performance and with the interests of our

stockholders. Unless our Board changes the frequency of future advisory votes on executive compensation, the next

advisory vote on executive compensation will be held at the 2027 Annual Meeting of Stockholders.

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

56 Exelixis, Inc.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT

The following table sets forth certain information regarding the ownership of our common stock as of February 27,

2026, except as otherwise indicated below, 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
Named Executive Officers and Directors
Michael M. Morrissey, Ph.D. (2)	2,262,962	*
Christopher J. Senner (3)	551,125	*
Dana T. Aftab, Ph.D. (4)	207,898	*
Patrick J. Haley	—	*
Brenda J. Hefti, J.D., Ph.D.(5)	6,083	*
Jeffrey J. Hessekiel, J.D. (6)	193,156	*
Amy C. Peterson, M.D. (7)	—	*
Mary C. Beckerle, Ph.D. (8)	20,566	*
S. Gail Eckhardt, M.D. (9)	23,136	*
Maria C. Freire, Ph.D. (10)	143,695	*
Tomas J. Heyman (11)	59,735	*
David E. Johnson (12)	1,662,934	*
Robert L. Oliver, Jr. (13)	14,338	*
Stelios Papadopoulos, Ph.D.	1,179,416	*
George Poste, DVM, Ph.D., FRS	169,020	*
Julie A. Smith	10,778	*
Jack L. Wyszomierski (14)	302,184	*
All current directors and executive officers as a group (15)	6,807,026	2.6%
5% Stockholders
BlackRock, Inc. (16) 50 Hudson Yards New York, New York 10001	28,499,470	11.1%
The Vanguard Group (17) 100 Vanguard Blvd. Malvern, Pennsylvania 19355	31,671,090	12.3%
Farallon Capital Partners, L.P. (18) One Maritime Plaza, Suite 2100 San Francisco, California 94111	15,709,500	6.1%

2026 Proxy Statement 57

Table of Contents                         Security Ownership of Certain Beneficial Owners and Management

	Beneficially Owned (1)
Name of Beneficial Owner	Number of Shares of Common Stock	Percentage of Total
Renaissance Technologies LLC (19) 800 Third Avenue New York, New York 10022	15,615,716	6.1%
AQR Capital Management Holdings, LLC (20) One Greenwich Plaza Suite 130 Greenwich, Connecticut 06830	13,658,388	5.3%

(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 and investment power with

respect to the shares indicated as beneficially owned. Applicable percentages are based on 257,645,317 shares outstanding on

February 27, 2026, 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

February 27, 2026, 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 February 27, 2026. Consequently, the

denominator for calculating beneficial ownership percentages may be different for each beneficial owner.

(2)Includes: 1,989,956 shares held by Michael M. Morrissey and Meghan D. Morrissey, Trustees of the Morrissey Family Living

Trust dated July 21, 1994, as amended; 255,278 shares held by a charitable foundation of which Dr. Morrissey’s wife is a

trustee, pursuant to an account statement dated as of March 26, 2026; and 17,728 shares held by Dr. Morrissey under our

401(k) Plan, determined based upon information provided in plan statements.

(3)Includes 2,723 shares held by Mr. Senner under our 401(k) Plan, determined based upon information provided in plan

statements.

(4)Includes 5,835 shares held by Dr. Aftab under our 401(k) Plan, determined based upon information provided in plan statements.

(5)Includes 5,527 shares held by Dr. Hefti under our 401(k) Plan, determined based upon information provided in plan statements.

(6)Mr. Hessekiel resigned from the company in November 2025. Reflects the number of shares held by Mr. Hessekiel as of January

2, 2026. Also, includes 999 shares held by Mr. Hessekiel under our 401(k) Plan, determined based upon information provided in

plan statements.

(7)Dr. Peterson departed from the company in August 2025. Reflects the number of shares held by Dr. Peterson as of January 2,

2026.

(8)Includes 16,710 shares Dr. Beckerle has the right to acquire pursuant to options exercisable within 60 days of February 27,

2026, all of which would be subject to repurchase by us, if so exercised.

(9)Includes 23,136 shares Dr. Eckhardt has the right to acquire pursuant to options exercisable within 60 days of February 27,

2026, all of which would be subject to repurchase by us, if so exercised.

(10)Includes 52,688 shares Dr. Freire has the right to acquire pursuant to options exercisable within 60 days of February 27, 2026.

(11)Includes 36,353 shares Mr. Heyman has the right to acquire pursuant to options exercisable within 60 days of February 27,

2026, all of which would be subject to repurchase by us, if so exercised.

(12)Includes 100,584 shares Mr. Johnson has the right to acquire pursuant to options exercisable within 60 days of February 27,

2026, all of which would be subject to repurchase by us, if so exercised, and Mr. Johnson is deemed to hold such options for the

benefit of the Caligan Fund and Accounts, and may, after the exercise of such options, if applicable, transfer the underlying

shares directly to the Caligan Fund and Accounts. Also includes 1,553,262 shares held by Caligan Partners Master Fund LP

(Caligan Master Fund), a Cayman Islands limited partnership, and managed accounts (Caligan Accounts, together with the

Caligan Master Fund, the Caligan Fund and Accounts) to which Caligan Partners LP (Caligan) serves as investment manager. Mr.

Johnson is the Managing Partner of Caligan and a Managing Member of Caligan Partners GP LLC, the general partner of Caligan.

The above information is based solely on a Form 4, filed jointly by Mr. Johnson and Caligan with the SEC on November 26, 2025.

(13)Includes 12,118 shares Mr. Oliver has the right to acquire pursuant to options exercisable within 60 days of February 27, 2026,

all of which would be subject to repurchase by us, if so exercised.

(14)Includes 32,054 shares Mr. Wyszomierski has the right to acquire pursuant to options exercisable within 60 days of February 27,

2026.

(15)Total number of shares includes 6,807,026 shares of common stock held by our current directors and executive officers as of

February 27, 2026, and entities affiliated with such directors and executive officers. Also includes 273,643 shares our current

directors and executive officers have the right to acquire pursuant to options exercisable within 60 days of February 27, 2026,

58 Exelixis, Inc.

Table of Contents

80,265 of which would be subject to repurchase by us if so exercised. Also includes 32,812 shares held by our current executive

officers under our 401(k) Plan, determined based upon information provided in plan statements.

(16)BlackRock, Inc. (BlackRock) reported that it has sole voting power over 27,706,393 of such shares and sole dispositive power

over 28,499,470 of such shares. BlackRock also reported that BlackRock Fund Advisors beneficially owns 5% or more of our

outstanding common stock. The information is based solely on a Schedule 13G/A, filed with the SEC on April 28, 2025, which

provides information only as of March 31, 2025, and, consequently, the beneficial ownership of BlackRock may have changed

between March 31, 2025 and February 27, 2026.

(17)The Vanguard Group (Vanguard) reported that it has shared voting power over 126,364 of such shares, sole dispositive power

over 31,219,906 of such shares, and shared dispositive power over 451,184 of such shares. The information is based solely on a

Schedule 13G/A, filed with the SEC on February 13, 2024, which provides information only as of December 29, 2023, and,

consequently, the beneficial ownership of Vanguard may have changed between December 29, 2023 and February 27, 2026.

According to the most recent Schedule 13G/A filed by Vanguard with the SEC on March 26, 2026, Vanguard does not own any

of our common stock as of March 13, 2026, following an internal realignment pursuant to which Vanguard’s beneficial

ownership has been disaggregated.

(18)Includes shares held by Farallon Capital Partners, L.P. (FCP), Farallon Capital Institutional Partners, L.P. (FCIP), Farallon Capital

Institutional Partners II, L.P. (FCIP II), Farallon Capital Institutional Partners III, L.P. (FCIP III), Four Crossings Institutional Partners

V, L.P. (FCIP V), Farallon Capital Offshore Investors II, L.P. (FCOI II), Farallon Capital (AM) Investors, L.P. (FCAMI), Farallon Capital

F5 Master I, L.P.(F5MI), Farallon Healthcare Partners Master, L.P. (FHPM and, together with FCP, FCIP, FCIP II, FCIP III, FCIP V,

FCOI II, FCAMI, F5MI, the Farallon Funds), Farallon Partners, L.L.C. (the Farallon General Partner), which is the general partner of

FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI and the sole member of FCIP V General Partner (as defined below) and the FHPM

General Partner (as defined below), Farallon Institutional (GP) V, L.L.C. (the FCIP V General Partner), which is the general partner

of FCIP V, Farallon F5 (GP), L.L.C. (the F5MI General Partner), which is the general partner of F5MI, Farallon Healthcare Partners

(GP), L.L.C. (the FHPM General Partner), which is the general partner of FHPM, and the following persons (Farallon Individual

Reporting Persons), each of whom is a managing member or senior managing member, as the case may be, of the Farallon

General Partner, and a manager or senior manager, as the case may be, of the FCIP V General Partner, the F5MI General Partner

and the FHPM General Partner, Joshua J. Dapice, Philip D. Dreyfuss, Hannah E. Dunn, Richard B. Fried, Varun N. Gehani, Nicolas

Giauque, Avner Husen, David T. Kim, Michael G. Linn, Patrick Luo, Rajiv A. Patel, Thomas G. Roberts, Jr., Edric C. Saito, William

Seybold, Daniel S. Short, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly (the Farallon Funds, Farallon General

Partner, FCIP V General Partner, F5MI General Partner, FHPM General Partner and Farallon Individual Reporting Persons,

collectively, the Farallon Parties). The Farallon Parties reported that they have shared voting power over 15,709,500 shares of

common stock and shared dispositive power over 15,709,500 shares of common stock. The above information is based solely

on a Schedule 13D, as amended, filed by the Farallon Parties with the SEC on January 5, 2026, which provides information only

as of January 1, 2026 and, consequently, the beneficial ownership of Farallon Parties may have changed between January 1,

2026, and February 27, 2026.

(19)Renaissance Technologies LLC (Renaissance) reported that it has sole voting power over 15,615,716 of such shares, sole

dispositive power over 15,615,716 of such shares. The information is based solely on a Schedule 13G filed with the SEC on

February 13, 2024, which provides information only as of December 19, 2023, and, consequently, the beneficial ownership of

Renaissance may have changed between December 19, 2023 and February 27, 2026.

(20)Includes shares held by AQR Capital Management, LLC and AQR Capital Management Holdings, LLC (collectively known as the

AQR Parties). The AQR Parties reported that they have shared voting power over 13,658,388 of such shares and shared

dispositive power over 13,658,388 of such shares. The information is based solely on a Schedule 13G filed with the SEC on

February 13, 2026, which provides information only as of December 31, 2025, and, consequently, the beneficial ownership of

the AQR Parties may have changed between December 31, 2025 and February 27, 2026.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who own more than 10% of a

registered class of our equity securities to file reports with the SEC showing their holdings of, and transactions in, these

securities. Based on a review of copies of such reports and written representations that no other reports are required,

we believe that all reporting persons filed the required reports on a timely basis under Section 16(a) for 2025, except

that one late Form 3 was filed for Dr. Hefti in connection with her promotion to Senior Vice President and General

Counsel, and due to an administrative error, Dr. Morrissey had one late Form 4 filing on March 2, 2026 with respect to

a bona fide gift transaction to a charitable foundation.

2026 Proxy Statement 59

Table of Contents   Information about our Executive Officers

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following chart sets forth certain information regarding our executive officers as of April 15, 2026:

Name	Age	Position
Michael M. Morrissey, Ph.D. (1)	65	President and Chief Executive Officer
Christopher J. Senner	58	Executive Vice President and Chief Financial Officer
Dana T. Aftab, Ph.D.	63	Executive Vice President, Research and Development
Patrick J. Haley	50	Executive Vice President, Commercial
Brenda J. Hefti, J.D., Ph.D.	52	Senior Vice President and General Counsel

(1)    Please see “Director Nominees” in this Proxy Statement for Dr. Morrissey’s biography.

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.

Since 2019, Mr. Senner has served as a member of the board of directors of Quince Therapeutics, Inc., a publicly

held clinical-stage biopharmaceutical company. Mr. Senner holds a B.S. in Finance from Bentley College.

Dana T. Aftab, Ph.D.

Executive Vice President, Research and Development

Dana T. Aftab, Ph.D., has served as the Executive Vice President, Research & Development at Exelixis since August

2025. Previously, he served as Executive Vice President, Discovery and Translational Research and Chief Scientific

Officer at Exelixis from December 2022 to August 2025, where he led research efforts to drive innovation and

expand the company’s product candidate pipeline, and as Executive Vice President, Business Operations from

February 2016 to December 2022, during which time he oversaw the company’s corporate site development and

campus operations, including the opening of new laboratory buildings at Exelixis’ Alameda campus. Dr. Aftab first

joined Exelixis in 1998, starting in Exelixis’ Drug Discovery organization, where he led teams that drove the discovery

and development of the company’s approved medicines, including cabozantinib. In 2007, he moved into the

company’s clinical development organization, where he led the effort to streamline Exelixis’ processes for

transitioning drug discovery programs into clinical development, serving as Senior Vice President, Translational

Research from 2009 to 2016. Prior to joining Exelixis, Dr. Aftab held senior scientist positions at several biotech

start-ups. Dr. Aftab holds B.A. and Ph.D. degrees in pharmacology from the University of California, Santa Barbara

and Yale University, respectively, and did his postdoctoral work at the University of California, Berkeley in the field

of oncogene signaling.

60 Exelixis, Inc.

Table of Contents

Patrick J. Haley

Executive Vice President, Commercial

Patrick J. Haley, has served as the company’s Executive Vice President, Commercial since February 2020 and has

held positions of progressive commercial leadership since September 2010, serving as Senior Vice President,

Commercial from December 2016 to February 2020, 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. He served as an analyst at PWC Securities, Lehman Brothers and Accenture from

1998 to 2001. Since October 2024, Mr. Haley has served as a member of the board of directors of NetraMark

Holdings Inc., a publicly held generative AI software company focused on clinical trial analytics. 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.

Brenda J. Hefti, J.D., Ph.D.

Senior Vice President and General Counsel

Brenda J. Hefti, J.D., Ph.D., has served as Senior Vice President and General Counsel since November 2025. Dr. Hefti

has held several positions of increasing responsibility at Exelixis since she joined the company in 2013, including

serving as Senior Vice President, Intellectual Property and Licensing from 2019 to 2025. From 2010 to 2013, Dr.

Hefti served as Assistant Director, Industry Contracts at the University of California, San Francisco (UCSF), where she

led negotiations for several strategic partnerships between UCSF and pharmaceutical companies, and worked on

research and clinical transactions, patent strategy and licensing. From 2008 to 2010, Dr. Hefti was an Associate at

Wilson Sonsini Goodrich & Rosati, LLP, where she advised public and private medical device and biotechnology

companies on corporate governance, mergers and acquisitions, public company reporting and private equity and

debt financings. Dr. Hefti received her J.D. from the University of California School of Law and is admitted to

practice in California and before the U.S. Patent and Trademark Office. She received her Ph.D. in Neuroscience from

the University of Wisconsin, Madison, and holds B.A.s in Molecular and Cell Biology and English Literature from the

University of California, Berkeley.

2026 Proxy Statement 61

Table of Contents Compensation of Executive Officers | Compensation Discussion and Analysis

COMPENSATION OF EXECUTIVE OFFICERS

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (CD&A) explains the strategy, design, and decision-making related to our

compensation programs and practices for our following named executive officers (NEOs). This CD&A is intended to

provide perspective on the information contained in the tables that follow this discussion.

Our 2025 NEOs	Title
Michael M. Morrissey, Ph.D.	President and Chief Executive Officer
Christopher J. Senner	Executive Vice President and Chief Financial Officer
Dana T. Aftab, Ph.D.	Executive Vice President, Research and Development
Patrick J. Haley	Executive Vice President, Commercial
Brenda J. Hefti, J.D., Ph.D. (1)	Senior Vice President and General Counsel
Jeffrey J. Hessekiel, J.D. (2)	Former Executive Vice President and General Counsel
Amy C. Peterson, M.D. (3)	Former Executive Vice President, Product Development and Medical Affairs and Chief Medical Officer

(1)Dr. Hefti was appointed as General Counsel in November 2025, when she became an executive officer of the company.

(2)Mr. Hessekiel left the company in November 2025.

(3)Dr. Peterson left the company in August 2025.

While the principal purpose of this CD&A is to discuss the compensation of our NEOs, many of the programs discussed

apply to other members of senior management who, together with the NEOs, are collectively referred to as our

executive officers. As the market for top talent in the biopharmaceutical industry is intensely competitive, the primary

goals of our executive compensation program are to:

››Provide market-competitive compensation that attracts, motivates and retains executive officers who

present the skills, expertise, and experience necessary to grow our business and sustain our mission;

››Balance shorter- and longer-term incentives and incorporate compensation elements that reward both

service over time and performance;

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

››Reward our executive officers for success in achieving our corporate goals.

We believe that continuity in a core team of highly qualified employees, including our NEOs, is critical to the success of

our business. Large pharmaceutical and biotechnology companies and strong local competitors have pursued our

executives and other highly skilled employees, reflecting the strong market demand for their expertise. In this

competitive environment, we evaluate the market for talent each year as part of our review of our executive

compensation program’s effectiveness in attracting and retaining individuals with the experience needed to lead the

varied aspects of our complex biopharmaceutical operations, including when determining NEO compensation.

Executive Summary

Our Business

We are an oncology company innovating next-generation medicines and regimens at the forefront of cancer care. We

have produced four marketed pharmaceutical products, two of which are formulations of our flagship molecule,

cabozantinib, and we are steadily advancing our product pipeline portfolio, including our lead clinical asset,

zanzalintinib, currently under review by the U.S. Food and Drug Administration (FDA) for the treatment of certain forms

of colorectal cancer (CRC) and also the focus of an extensive late‑stage clinical development program in other

indications. We leverage our rational and disciplined investments, expertise and strategic partnerships to identify and

pursue opportunities across the landscape of scientific modalities, including small molecules and biotherapeutics, such

as antibody-drug conjugates (ADCs).

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Sales related to cabozantinib account for the majority of our revenues. Cabozantinib is an inhibitor of multiple tyrosine

kinases, including MET, AXL, VEGF receptors and RET and has been approved by the FDA, and in 68 other countries as

of January 2, 2026 for all or a combination of, the following: as CABOMETYX® (cabozantinib) tablets for advanced renal

cell carcinoma (RCC) (both alone and in combination with Bristol-Myers Squibb Company’s nivolumab (OPDIVO®)),

previously treated hepatocellular carcinoma (HCC), previously treated, radioactive iodine (RAI)-refractory differentiated

thyroid cancer (DTC) and previously treated, unresectable, locally advanced or metastatic, well-differentiated

pancreatic neuroendocrine tumors (pNET) and extra-pancreatic neuroendocrine tumors (epNET); and as COMETRIQ®

(cabozantinib) capsules for progressive, metastatic medullary thyroid cancer (MTC). For physicians treating these types

of cancer, cabozantinib has become or is becoming an important medicine in their selection of effective therapies.

The other two products resulting from our discovery efforts are: COTELLIC® (cobimetinib), an inhibitor of MEK

approved as part of multiple combination regimens to treat specific forms of advanced melanoma and marketed under

a collaboration with Genentech, Inc. (a member of the Roche Group); and MINNEBRO® (esaxerenone), an oral, non-

steroidal, selective blocker of the mineralocorticoid receptor approved for the treatment of hypertension in Japan and

licensed to Daiichi Sankyo Company, Limited.

2025 Strategy and Performance Highlights (1)

Driven by strong execution across our commercial and research and development (R&D) priorities, 2025 was a year

of meaningful progress for Exelixis. We delivered significant revenue growth from the cabozantinib franchise,

fueled by the sustained momentum in renal cell carcinoma and the FDA approval and launch of CABOMETYX for

advanced NET. We also achieved an important R&D milestone with the first positive pivotal trial readout for

zanzalintinib, while continuing to advance our pipeline of small molecules and biotherapeutics. To support our next

phase of growth, we rapidly expanded our gastrointestinal (GI) sales organization to capture emerging cabozantinib

opportunities and build a strong foundation for zanzalintinib as Exelixis’ next potential oncology franchise in 2026.

2025 Financial and Commercial Highlights
$2.32 billion Total Revenues, representing 7% growth year-over-year	9 Full years of operating profit	46% CABOMETYX continued to have leading market position among tyrosine kinase inhibitors, with a total prescriptions (TRx) market share of 46% at the end of 2025
Returned over $954.1 million to our stockholders through execution of share repurchase programs in 2025 Announced additional $750 million share repurchase program to continue returning capital to our stockholders through December 31, 2026

(1)  Revenues and any other financial measures included in our 2025 Strategy and Performance Highlights are calculated in

accordance with U.S. Generally Accepted Accounting Principles.

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Key Business Performance Highlights Executing with Impact
2 New FDA Approved Indications	In March 2025, Exelixis received U.S. FDA Approval of CABOMETYX® (cabozantinib) for the treatment of adult and pediatric patients 12 years of age or older with previously treated, unresectable, locally advanced or metastatic, well-differentiated pNET and epNET ››  In July 2025, we announced that our partner Ipsen received European Commission approval for CABOMETYX for adult patients with unresectable or metastatic, well-differentiated epNET and pNET, and also secured approvals in Brazil and Australia for previously treated advanced NET
1 Positive Top-Line Results	In June 2025, we announced positive top-line results from STELLAR-303, a phase 3 pivotal trial evaluating zanzalintinib in combination with atezolizumab versus regorafenib in patients with metastatic, refractory non-microsatellite instability-high or non-mismatch repair-deficient CRC, showing the trial met its overall survival primary endpoint in the intention-to-treat population, with the combination of zanzalintinib and atezolizumab delivering a consistent survival benefit across all prespecified subgroups
1 New Drug Application (NDA) Submission	In December 2025, we submitted an NDA for zanzalintinib (a novel oral inhibitor of kinases including the TAM kinases (TYRO3, AXL, MER), MET and VEGF receptors) in combination with atezolizumab for the treatment of previously treated metastatic colorectal cancer based on positive results from the STELLAR-303 phase 3 pivotal trial ››  UPDATE: In January 2026, we announced that the FDA had accepted our NDA and assigned a standard review, with a PDUFA target action date of December 3, 2026
7 Ongoing or planned pivotal trials evaluating zanzalintinib	Seven ongoing or planned pivotal studies of zanzalintinib: ››  STELLAR-303: the phase 3 pivotal trial will proceed to the planned final analysis for the dual primary endpoint of OS in patients without liver metastases ››  STELLAR-304: a phase 3 pivotal trial evaluating zanzalintinib in combination with nivolumab versus sunitinib in previously untreated patients with advanced nccRCC ››  STELLAR-311: a phase 2/3 pivotal trial evaluating zanzalintinib versus everolimus in patients with advanced NET, regardless of site of origin, who had received up to one prior line of therapy ››  STELLAR-316: a planned phase 3 pivotal trial, in collaboration with Natera, Inc. (Natera), which will evaluate zanzalintinib, with and without an ICI, in patients with resected stage II/ III CRC who, following completion of definitive therapy, have tested positive for molecular residual disease (MRD+) and have no radiographic evidence of disease. Natera will provide its Signatera™ assay to identify MRD+ patients for trial enrollment ››  STELLAR-201: a planned, single-arm phase 2 study that will evaluate zanzalintinib in patients with Grade I/II/III meningioma with relapse or progression following surgery and radiation, or who are not candidates for radiation/surgery ››  Two RCC Studies in Collaboration with Merck: ››  LITESPARK-033, a phase 3 pivotal trial evaluating zanzalintinib in combination with WELIREG® (belzutifan) versus cabozantinib in first-line advanced RCC ››  One additional planned phase 3 pivotal trial, LITESPARK-034, evaluating the combination of zanzalintinib and belzutifan versus belzutifan in second-line or later advanced RCC following both PD-1/L1 and VEGFR-TKI therapies in sequence or in combination

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Key Business Performance Highlights Executing with Impact
2 Investigational New Drug (IND) filings and phase 1 study initiations: XB628 and XB371	››  XB628 is a first-in-class bispecific antibody that simultaneously targets PD-L1 and NKG2A, identified as key regulators of adaptive and innate immune cell activity, currently being evaluated in a phase 1 clinical trial ››  XB371 is a next-generation TF-targeting antibody-drug conjugate with a topoisomerase inhibitor payload, currently being evaluated in a phase 1 clinical trial
2 Development candidates (DCs) advancing towards IND submissions in 2026	During 2025, we advanced XB773, an innovative ADC targeting delta-like ligand 3, and a development candidate from our somatostatin receptor subtype 2 (SSTR2) agonist program toward potential IND filings in 2026

2025 Executive Compensation Program Highlights

In 2025, we advanced our strategy to build a multi-franchise oncology business, driving strong commercial performance

from cabozantinib and delivering meaningful clinical, regulatory, and pipeline progress for zanzalintinib, while

generating sustainable long-term value for our stockholders. The Compensation Committee believes that the 2025

compensation of all our employees, including our NEOs, is necessary and appropriate to recognize the achievement of

critical milestones and to continue to motivate our teams in executing against our key priorities and anticipated

milestones in 2026 and beyond. In consideration of the company’s performance as summarized above, the Board,

Compensation Committee and, as applicable, Equity Award Committee, took the following key actions with respect to

2025 compensation for our NEOs:

Key Compensation Actions		Description
Approved Salary Increases for NEOs		In February 2025, the Compensation Committee increased base salaries for our NEOs (other than Dr. Hefti) by between 4% and 7.3% over 2024 salaries, reflecting individual performance, time in role and a market review. In January 2025, the Compensation Committee approved a merit pool for roles at the level of Senior Vice President and below, with individual awards subject to performance, pursuant to which Dr. Hefti’s base salary was increased by 5% over her 2024 salary. In November 2025, Dr. Hefti received a promotion-related increase over her 2024 salary of 22% following her appointment to General Counsel.

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Table of Contents Executive Summary | Compensation Discussion and Analysis

Key Compensation Actions		Description
Approved Annual Cash Bonuses That Are Aligned with Company Performance		In February 2026, the Compensation Committee approved annual cash bonus payments for our NEOs (other than Dr. Hefti) in amounts between 105% and 114% of each such NEO’s 2025 target cash bonus amount, reflecting the Compensation Committee’s assessment of the company’s 105% achievement of our pre-determined 2025 corporate goals and each executive’s individual contributions. Dr. Morrissey’s annual cash bonus was determined solely based on corporate performance. Separately, in January 2026, the Compensation Committee approved the aggregate annual cash bonus pool for employees in roles of Senior Vice President and below at 105% of target, based on its assessment of 2025 corporate performance. Dr. Hefti’s annual cash bonus, as a Senior Vice President, was based solely on her individual performance and was paid from this aggregate bonus pool.
Granted Performance-Based and Time-Based Awards under Our Long- Term Incentive Program (LTIP)		In February 2025, the Compensation Committee approved equity awards for each NEO (other than Dr. Hefti) comprising approximately 50% time-based restricted stock awards (RSUs) and 50% performance- based RSU awards (PSUs). In February 2025, the Equity Award Committee, under the authority delegated by the Compensation Committee, approved equity awards for Dr. Hefti, comprising approximately 50% PSU awards and 50% RSU awards. The Compensation Committee believes this allocation between PSUs and RSUs provides an effective balance between retention and performance, risk and leverage, as well as alignment with the interests of stockholders and creating long-term value.
Granted One-Time PSU Awards under Our Special Equity Award Program		In March 2025, following the recommendation of the Compensation Committee, the Board approved a program (the Special Equity Award Program) providing for a special one-time performance-based restricted stock unit award (One-Time PSU Award) for all employees of the company and its subsidiaries, including our NEOs. The Board believes the Special Equity Award Program incentivizes long-term company performance directly aligned with shareholder value creation while also retaining employees over a five-year transformational period.
Did Not Adjust Performance Targets for LTIP or Annual Cash Bonus Plan		The Compensation Committee believes that the performance metrics and related weightings reflect critical business objectives for the company and that the programs as originally established for 2025 remained appropriate. The Compensation Committee did not adjust the performance targets or weightings for awards issued under our LTIP or our annual cash bonus plan (Annual Cash Bonus Plan) in 2025.

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Compensation Practices and Governance Highlights

Pay for Performance	››       NEO compensation is closely linked to our corporate performance
Stockholder Alignment	››       Long-term equity incentives align NEOs’ long-term financial interests with those of our stockholders
Compensation Governance	››       Our Compensation Committee consists entirely of independent           directors and engages an independent compensation consultant to           advise on executive compensation matters
Stockholder Feedback	››       We regularly seek and value stockholder feedback, including through an annual stockholder advisory vote to approve our executive compensation program (referred to herein as Say on Pay)
Recoupment or Clawback Policy	››       We maintain a Policy for Recoupment of Variable Compensation           (referred to herein as the Clawback Policy) that permits recovery of all forms of variable compensation (excluding base salary)           from senior-level employees, including our NEOs, in the event of           misconduct that causes material harm to the company and recovery of erroneously awarded incentive-based compensation to current or           former executive officers, including our NEOs, following a restatement of financial results
Annual Cash Bonus Amounts Subject to Payment Maximums	››       Our Annual Cash Bonus Plan sets a cap of 200% on the payouts of           target bonus payments for individual and/or corporate performance
Equity Plan Features	››       The Exelixis, Inc. 2017 Equity Incentive Plan (referred to herein as the 2017 Plan) includes a minimum one-year vesting requirement for all types of awards, subject to limited exceptions ››       Applies a 7-year maximum term for stock options ››       Prohibits repricing of underwater stock options without prior           stockholder approval
Stock Ownership Guidelines	››       We maintain robust stock ownership guidelines for           directors and executive officers and regularly review compliance to ensure alignment with long-term stockholder interests
Change in Control Provisions	››       Does not include excessive change in control or severance payments ››       Provides “double-trigger” change in control benefits ››       Does not include Code Section 280G tax gross-ups on severance or           change in control benefits
Perquisites, Retirement and Pension Benefits	››       Our NEOs 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	››       We prohibit hedging and purchases on margin by executive officers           and directors
Meaningful Limits on Pledging	››       Following December 2024 amendments to our insider trading policy, pledging of company stock is fully prohibited. ››       No executive officers or directors pledged our common stock           during 2025
Compensation Risk Assessment	››       Our Compensation Committee annually assesses the risks associated           with our compensation policies and practices to ensure that our           programs are not reasonably likely to have a material adverse effect           on the company

2026 Proxy Statement 67

Table of Contents How We Determine Executive Compensation | Compensation Discussion and Analysis

How We Determine Executive Compensation

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

Role of the Compensation Committee

The Compensation Committee is responsible for evaluating and approving NEO compensation, and may, when

appropriate, solicit input from or present recommendations to the full Board for consideration and approval. Acting on

behalf of the Board, the Compensation Committee oversees our executive compensation policies, plans and programs,

establishes and reviews general policies relating to employee compensation and benefits and administers our equity

and other incentive compensation plans. The Compensation Committee directly approves the compensation of NEOs at

the level of executive vice president.

For employees at the level of Senior Vice President and below, including Dr. Hefti (prior to when Dr. Hefti became an

executive officer in November 2025), the Compensation Committee establishes and oversees the compensation

framework and guidelines, including merit, promotion and adjustment pools, corporate bonus funding (based on the

Compensation Committee’s review and determination of the company’s performance against pre‑established goals),

new hire and promotion equity grant guidelines, and the LTIP mix, structure and target award values by job level

(collectively, the Compensation Framework), each as informed by market data and analysis provided by the

Compensation Committee’s independent compensation consultant. Pursuant to, and within, this Compensation

Framework, the Compensation Committee has delegated to the Equity Award Committee (comprised of the Chief

Executive Officer) authority to determine individual compensation outcomes for employees at the level of Senior Vice

President and below, including for Dr. Hefti (prior to when Dr. Hefti became an executive officer in November 2025).

The Compensation Committee does not delegate any of its authority with respect to approving compensation to

employees at the level of Senior Vice President and below outside of the Compensation Framework.

Role of Independent Compensation Consultants

Our Compensation Committee uses an independent compensation consulting firm to advise on executive officer

compensation, including base salaries, bonus targets and equity compensation, and director compensation. For 2025,

the Compensation Committee retained the consulting firm Aon, to advise and assist with:

››Development of a peer group to be used in the evaluation of 2025 executive and director

compensation determinations

››Documentary support, including peer group and industry data, with respect to base salaries, target annual

cash bonuses and equity compensation, including benchmarking for roles at Senior Vice President-level

and below to inform the Compensation Committee established Compensation Framework

››A market analysis of executive officer compensation compared to our peer group, which was reviewed

with the Compensation Committee and used to guide 2025 base salary and bonus target decisions for

our NEOs

››A market analysis of long-term incentive compensation of our executive officers compared to our peer

group, which was reviewed with the Compensation Committee and used to guide 2025 long-term equity

compensation determinations

The Compensation Committee assessed the independence of Aon pursuant to SEC rules and concluded that the work

performed by Aon for the Compensation Committee did not raise any conflicts of interest.

Role of Executive Officers

Dr. Morrissey, our President and Chief Executive Officer, participates in the Compensation Committee’s deliberations

regarding NEO compensation other than his own. He is not present during any discussions and voting concerning his

individual compensation. With respect to Dr. Hefti, who serves as Senior Vice President, Dr. Morrissey, in his role on

the Equity Award Committee, determines individual compensation outcomes (base salary, cash bonus opportunity and

long-term incentive award) within the Committee-established Compensation Framework. Each year, Dr. Morrissey and

other members of senior management develop annual corporate goals and performance targets for long-term

incentive awards for the company, which are subject to review and approval by the Compensation Committee and/or

Board.

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Compensation Committee Process

In setting the level of salary, annual cash bonus and long-term incentive compensation for our NEOs, the Compensation

Committee directly approves compensation for NEOs at the level of executive vice president and, for Senior Vice

Presidents, establishes the Compensation Framework pursuant to which individual compensation decisions are made.

In carrying out its responsibilities, the Compensation Committee typically considers various factors, including:

››company performance during the prior year;

››individual contribution toward achievement of our corporate goals, as applicable;

››the criticality of each NEO’s skill set and relative expected future contributions to our business;

››the growing complexity of our business and commensurate increase in workloads and responsibilities;

››the appropriate compensation mix for each NEO;

››the historical salary, cash bonus and percentage of vested versus unvested equity awards held by each

NEO; 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.

Each year, the Compensation Committee balances these factors against our 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. Using this process, the Compensation Committee strives to ensure that, as a whole, our executive

compensation program is competitive.

Stockholder Outreach and Board Responsiveness

Our stockholder outreach initiatives constitute an integral part of our executive compensation program review and

allow us to elicit and obtain a better understanding of the concerns and perspectives of our stockholders. Topics

discussed with stockholders during 2025 included Board composition, performance and refreshment, business

performance and corporate strategy, capital allocation, executive compensation, risk management, including

cybersecurity and artificial intelligence, and government affairs.

Each Spring, we reach out to our top 35 stockholders representing over 60% of our outstanding common stock to seek

support for our annual meeting proposals and request feedback regarding governance matters. This outreach effort

also provides us with the opportunity to gather our stockholders’ opinions concerning executive compensation matters

and to reaffirm our commitment to align pay and performance. Participants at these meetings typically include

members of the management team and in some cases the Chair or other members of our Board. Stockholder feedback

is then reported to the appropriate committee and/or the entire Board for consideration. During the Fall each year, we

again reach out to our top 35 stockholders to solicit additional feedback on matters critical to our stockholders’

evaluation of our governance profile. Participants in the Fall 2025 stockholder outreach program included members of

the management team, as well as the Chair of our Board. These conversations provided us with the opportunity to

share information concerning our company’s progress against its strategic goals.

It is our desire and intention to continue to engage with our stockholders throughout the year, and we invite you to

reach out to us with any comments or questions at any time. Please see our website at www.exelixis.com under the

caption “Investors & Media—Contact IR” for the appropriate contact information.

Stockholder Advisory Vote on Executive Compensation

We provide our stockholders the opportunity to cast an annual Say on Pay vote with respect to our executive

compensation program, and our Compensation Committee takes the results of this vote into account when

determining NEO compensation. At our annual meeting of stockholders held in May 2025, approximately 97% of the

votes present and entitled to vote voted in favor of the Say on Pay proposal. Our Compensation Committee considered

these votes to be a continued endorsement of the Compensation Committee’s policies and practices and remains

committed to receiving ongoing stockholder feedback in connection with our pay-for-performance philosophy

and design.

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Table of Contents How We Determine Executive Compensation | Compensation Discussion and Analysis

Competitive Assessment

A key objective of our executive compensation program is to ensure that the overall compensation packages we

offer our executive officers remain competitive with the packages offered by companies with which we compete for

executive talent. Our Compensation Committee consults with its independent compensation consultant, Aon, to

develop a peer group of companies to serve as the basis for comparing our executive compensation program to

the market.

Peer Group Development Process and How We Used the Data

The Compensation Committee regularly reviews and adjusts the composition of the peer group 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 NEOs for their total compensation. Instead, we review our peer group

benchmarking data and data from within the general biotechnology market as a reference point to ensure our NEO and

executive officer roles are properly valued.

In developing the 2025 peer group, the Compensation Committee considered the continued evolution of our business

and meaningful developments in comparison to the 2024 peer group companies. It also considered what other

companies might make suitable additions to the 2025 list. The key qualitative and quantitative considerations that

influenced the development of the 2025 peer group were:

››industry, including biotechnology and pharmaceutical companies;

››therapeutic area, including companies with an oncology product focus;

››stage of business, with at least one marketed product;

››organizational complexity, as reflected by headcount between 0.34x—3.05x Exelixis’ then-current

headcount (approximately 450 employees—4,000 employees);

››whether the company is traded on a major U.S. exchange;

››market capitalization between 0.4x—3.1x of Exelixis’ then-current market capitalization (approximately

$2.5 billion—approximately $20.0 billion); and

››revenues between 0.5x—2.5x of Exelixis’ then-current revenues (approximately $900 million—

approximately $4.7 billion).

Following this analysis, the Compensation Committee, in consultation with management and Aon, identified the

following 17 publicly-traded, U.S.-based biotechnology/pharmaceutical companies as our peer group (our Peers) to be

used in reviewing compensation for 2025:

Our Fiscal 2025 Peers (1)
ACADIA Pharmaceuticals Inc.	Halozyme Therapeutics	NovoCure Limited
Alkermes plc	Incyte Corporation	PTC Therapeutics, Inc.
Alnylam Pharmaceuticals, Inc.	Ionis Pharmaceuticals, Inc.	Sarepta Therapeutics, Inc.
BeiGene, Ltd.	Jazz Pharmaceuticals plc	Ultragenyx Pharmaceutical Inc.
BioMarin Pharmaceutical Inc.	Natera, Inc.	United Therapeutics Corporation
Exact Sciences Corporation	Neurocrine Biosciences, Inc.

(1)  Per our selection criteria, in 2025, we added Halozyme Therapeutics and removed Seagen Inc. and Horizon Therapeutics plc,

from our Peers after each was acquired.

Exelixis’ positioning relative to its 2025 Peers (as of July 2024) was the 54th percentile for revenues and the 35th

percentile for market capitalization.

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Compensation Elements

Our executive compensation program generally consists of three principal components: base salary; annual cash bonus;

and long-term incentive compensation.

Element		Description	Objective(s)
Annual Base Salary		Annual fixed cash compensation	Provide a predictable level of income that is competitive with our Peers
Annual Cash Bonus		Variable cash compensation based on corporate performance, including achievement against pre-determined corporate goals and the individual contributions of each NEO toward the achievement of such corporate goals	Align our executive compensation with our annual corporate goals Motivate and reward achievement of corporate goals and overall company performance, including through individual contributions
Long-Term Incentive Compensation	RSUs (or PSUs, if performance- based)	Variable share-based compensation, subject to either time-based yearly vesting over four years, performance- based vesting based on the achievement of key corporate goals, or in the case of the One-Time PSU Awards, both performance and time- based vesting PSUs generally have a three-year performance period, with 50% of the earned PSUs vesting upon the Compensation Committee’s certification of achieved performance, and the remaining 50% vesting on the first quarterly vesting date following the one-year anniversary of the Compensation Committee’s certification The One‑Time PSU Awards, granted in March 2025 under the Special Equity Award Program, have a five-year performance period, during which, the holder may earn the target number of shares subject to such award, contingent upon the satisfaction of both a stock price appreciation market condition and continued service throughout the five-year performance period	Align the interests of our executives with those of our stockholders Motivate our executives to achieve long-term corporate performance objectives Promote retention, including during periods of stock price volatility common to biotechnology companies Reinforce long-term alignment with stockholders through a rigorous, absolute stock-price performance hurdle Provide meaningful retention value over a multi-year period of strategic execution

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Table of Contents Compensation Elements | Compensation Discussion and Analysis

Element		Description	Objective(s)
Long-Term Incentive Compensation	Stock Options	Variable share-based compensation with value derived from appreciation in our company’s stock price	Align the interests of our executives with those of our stockholders Motivate our executives to achieve critical business objectives as stock options only have value if the value of our company as reflected by our stock price increases over time We did not grant Stock Options to our employees in 2025, but our CEO had outstanding Stock Options as of the end of the 2025 fiscal year. See “Outstanding Equity Awards at Fiscal Year End” table below

Other Compensation and Benefits

All of our employees, including our NEOs, are eligible to participate in our 401(k) Plan, our ESPP and other benefit

programs on the same basis as other employees. These programs are intended to provide tax-beneficial ways to save

toward retirement, promote health and wellness and encourage stock ownership. Our NEOs are also eligible to

participate in our Change in Control and Severance Benefit Plan (CIC Plan), a compensation program that incentivizes

our executive officers to remain with our company, and objectively evaluates and facilitates 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. The Compensation Committee believes that, considered together, these benefits are critical for

motivating and retaining our executive leaders and are consistent with compensation arrangements provided in the

competitive market for executive talent.

Element	Description
401(k) Plan	All employees, including NEOs, may contribute their own funds, as salary deductions, on a pre-tax or after-tax basis, to our 401(k) plan (401(k) Plan) subject to plan and government limits. For 2025, we matched pre-tax and Roth 401(k) contributions dollar-for-dollar up to $11,000.
Employee Stock Purchase Plan	Our Employee Stock Purchase Plan (ESPP) allows all employees, including NEOs, 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 the six-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 NEOs.
CIC Plan (1)	Participants receive certain plan benefits only if terminated without cause or constructively terminated, whether or not in connection with a change-in-control event. In the context of a change in control, our plan requires a “double-trigger” – participants are protected in the event of a termination without cause or constructive termination in connection with a change-in-control event, but they are encouraged to stay throughout a transition period in the event of a change in control, and the CIC Plan does not provide for benefits for a participant who remains with the surviving company in a comparable position. To serve our best interests, the plan requires a release of claims against us as a condition to receiving any severance benefits.

(1)  Our CIC Plan is described in additional detail under the heading “Potential Payments Upon Termination or Change in Control.”

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Compensation Mix

Our Compensation Committee does not rely on a fixed formula for all compensation decisions; rather, it applies a

consistent framework and defined inputs to align compensation outcomes with company performance, long-term

strategic objectives, and stockholder interests. These inputs include performance relative to pre-established goals,

individual contributions, relevant market data (including our peer group comparisons), internal pay relationships, and

stockholder feedback. To that end, a significant portion of our NEOs’ compensation is always “at risk” because it is

variable, performance-based and in large part dependent on the success of our company. At-risk compensation for

2025 included PSUs, RSUs, and annual incentive cash bonuses. The following charts highlight the 2025 pay mix for our

Chief Executive Officer and our other NEOs as of the end of fiscal 2025 (Mr. Senner, Dr. Aftab, Mr. Haley and Dr. Hefti)

as a group.

Chief Executive Officer		All Other NEOs
Pay Mix		Pay Mix
96% of CEO 2025 Compensation is Considered Variable and At-Risk		92% of All Other NEOs (as a group) 2025 Compensation is Considered Variable and At-Risk

               

96%

At-Risk

92%

At-Risk

2025 Compensation Decisions

2025 Base Salaries

The Compensation Committee annually reviews the base salaries of our NEOs and adjusts them, as appropriate, to

maintain competitive market positioning relative to our Peers, align compensation with evolving role responsibilities,

and support retention. The following table sets forth the 2025 base salaries for each of Mr. Morrissey, Mr. Senner, Mr.

Haley, Mr. Hessekiel and Dr. Peterson, as approved by the Compensation Committee in February 2025. Dr. Aftab’s

salary reflects a promotion-related increase following his appointment as Executive Vice President, Research &

Development in August 2025, in addition to the February 2025 merit-based salary increase, each as approved by the

Compensation Committee. With respect to Dr. Hefti, 2025 base salary reflects both a merit-based salary increase in

January 2025 and a promotion-related increase following her appointment as General Counsel in November 2025 (at

which time she became an NEO), each as approved by the Equity Award Committee.

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Name	2024 Base Salary		2025 Base Salary		Percentage Increase
Michael M. Morrissey, Ph.D.	$1,266,108		$1,316,753		4.0%
Christopher J. Senner	$797,665		$829,572		4.0%
Dana T. Aftab, Ph.D.	$628,993		$700,000		11.3%	(1)
Patrick J. Haley	$602,324		$626,417		4.0%
Brenda J. Hefti, J.D., Ph.D.	$430,260		$525,000		22.0%	(2)
Jeffrey J. Hessekiel, J.D. (3)	$692,071		$719,754		4.0%
Amy C. Peterson, M.D. (4)	$658,095		$706,135		7.3%

(1)Reflects Dr. Aftab’s base salary increase of 4% over his 2024 base salary approved in February 2025 and a 7% promotion-related

increase in August 2025.

(2)Reflects Dr. Hefti’s base salary increase of 5% over her 2024 base salary approved in January 2025 and a 16.2% promotion-

related increase in November 2025.

(3)Mr. Hessekiel left the company in November 2025.

(4)Dr. Peterson left the company in August 2025.

2025 Annual Cash Bonuses

Rigorous Process for Determining Annual Cash Bonus

Our Annual Cash Bonus Plan is an annual incentive program designed to reward our senior management team,

including our NEOs, for the achievement of key corporate objectives and strong overall company performance, while

supporting our ability to attract and retain highly talented individuals. Under our Annual Cash Bonus Plan, NEOs are

eligible to receive an annual performance-based cash bonus award based on a pre-established target percentage of the

NEO’s annual base salary earned during the year. The Compensation Committee is responsible for establishing the

bonus target percentages, as well as the relative weighting of corporate performance and individual performance

components, as applicable.

For each NEO, the amount of the annual cash bonus award depends upon our overall corporate performance, including

the achievement of applicable corporate goals established by the Compensation Committee for the applicable year,

and, for NEOs other than Dr. Morrissey, the Compensation Committee’s consideration of individual contributions

toward the achievement of our corporate goals. Dr. Morrissey’s annual incentive cash bonus is based solely on

company performance, as determined by the Compensation Committee. For Dr. Hefti, whose 2025 annual cash bonus

is based solely on individual performance, the award is determined by the Equity Award Committee within the

Compensation Committee’s Compensation Framework. Under appropriate circumstances, the Compensation

Committee may exercise discretion to acknowledge progress toward achievement of a goal when factors outside of our

control render a performance target impossible or impractical to achieve.

The corporate goals under the Annual Cash Bonus Plan may be based on criteria such as the following: sales or

commercial goals; research, development and clinical achievements; financial metrics; hiring, retention and other

operational goals; commercial, clinical and strategic collaborations and alliance management; acquisitions and licensing

or partnering transactions; manufacturing and supply goals; quality goals; regulatory goals; legal and compliance goals;

and government affairs and public policy goals. Individual performance may be assessed by the Compensation

Committee (or the Equity Award Committee with respect to Dr. Hefti) based on the NEO’s contributions toward the

achievement of our corporate goals, recommended by the Chief Executive Officer and approved by the Compensation

Committee, as applicable, for the NEO’s area of responsibility. Taking these factors into account, the Compensation

Committee (or the Equity Award Committee with respect to Dr. Hefti) assigns an individual performance percentage for

each NEO, other than Dr. Morrissey. For any year, the achieved corporate performance percentage and/or individual

performance percentage may exceed 100%, provided that neither percentage may exceed 200%.

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2025 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 and the

criticality of the role for the organization, and adjusted if deemed appropriate by the Compensation Committee.

Following such review in February 2025, the Compensation Committee determined that the existing bonus targets from

2024 remained aligned with competitive market data and therefore would remain unchanged for 2025. The following

table sets forth the 2025 bonus targets for the NEOs.

NEO	2025 Bonus Target
Michael M. Morrissey, Ph.D.	100%
Christopher J. Senner	50%
Dana T. Aftab, Ph.D.	50%
Patrick J. Haley	50%
Brenda J. Hefti, J.D., Ph.D. (1)	35%
Jeffrey J. Hessekiel, J.D. (2)	50%
Amy C. Peterson, M.D. (3)	50%

(1)Dr. Hefti was appointed as General Counsel in November 2025, when she became an executive officer of the company.

(2)Mr. Hessekiel left the company in November 2025.

(3)Dr. Peterson left the company in August 2025.

2025 Corporate Goal Development and Weighting

In establishing the bonus program for 2025, our Compensation Committee reviewed and approved management’s

proposed goals relating to further advancement and commercialization of cabozantinib, clinical development of

zanzalintinib and other product candidates, clinical collaborations and business development activities, and

advancement of discovery programs to IND or DC stages. Our Compensation Committee selected these goals as key

drivers for our business, providing a balance between the efforts necessary to continue strong commercial execution

for CABOMETYX in its approved indications, advancement of zanzalintinib as Exelixis’ next potential oncology franchise,

and progression of our other clinical programs and early-stage product pipeline, while maintaining a strong financial

position. Collectively, these objectives are intended to enhance long-term stockholder value. At the time the 2025

corporate goals were set, the Compensation Committee and management believed that such goals were appropriately

challenging and achieving them would require not only sustained commercial performance, meaningful clinical and

development success, and prudent financial and legal oversight, but also a high level of effort and skilled execution on

the part of our NEOs. 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. Target and maximum

achievement levels were defined for certain corporate goals and, depending on the level of achievement, NEOs were

eligible to receive a payout ranging from 0% to 150% for such goal. Additionally, a weighting between corporate

performance and individual performance was also applied for each NEO to reflect the level of impact such individual

would be able to make on the overall corporate performance. The following table sets forth the relative weighting for

each corporate goal and corporate versus individual performance for our NEOs.

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Corporate Goals	Weighting (%)		NEO	Weighting of Corporate Goals	Weighting of Individual Performance Assessment
Cabozantinib	35%		Michael M. Morrissey, Ph.D.	100%	0%
Zanzalintinib	30%		Christopher J. Senner	70%	30%
XL309	10%		Dana T. Aftab, Ph.D.	70%	30%
XL495/XB010/Early Clinical Development	5%		Patrick J. Haley	70%	30%
Clinical Collaborations	5%		Brenda J. Hefti, J.D., Ph.D.	0%	100%
Business Development	5%		Jeffrey J. Hessekiel, J.D.	70%	30%
IND Candidates	5%		Amy C. Peterson, M.D.	70%	30%
New DCs	5%
Total	100%

2025 Performance Evaluation

During 2025, management reported regularly to the Compensation Committee and the Board on the status of the

company’s performance against our 2025 goals, including in formal meetings in February, May, August and December.

In February 2025, the Compensation Committee evaluated the company’s performance in relation to the 2025 goals, as

well as the individual contributions of each NEO (other than Dr. Morrissey, whose annual incentive cash bonus is

entirely dependent on the company’s performance against our pre-determined 2025 corporate goals, and Dr. Hefti,

whose annual incentive cash bonus is determined by the Equity Award Committee and is entirely dependent on

individual performance) toward the achievement of those goals.

Following its evaluation of such performance, the Compensation Committee concluded that 2025 was a year of strong

execution, during which the company largely achieved each of the goals, as further described in the table below:

	PERFORMANCE OBJECTIVES		ACHIEVEMENTS	TARGET %	ACHIEVEMENT % (1)
Cabozantinib				35%	41.0%
	Target	Maximum
	Meet the U.S. cabozantinib franchise net product revenues target	Exceed U.S. cabozantinib franchise net product revenue target by 5%	››  U.S. cabozantinib franchise net product revenue       exceeded the maximum performance target
			Target Achievement
	Achieve CABINET FDA approval for pNET and epNET by PDUFA date	Achieve FDA approval ahead of PDUFA date Achieve approvals in EU plus ≥ 5 additional countries	››  FDA approval received prior to PDUFA date ››  Approvals received in: Australia, Brazil, Singapore, Switzerland and the U.K.
			Above Target Achievement
	Submit sNDA for CONTACT-02 and publish manuscript	FDA acceptance of CONTACT-02 sNDA for review OR inclusion in National Comprehensive Cancer Network (NCCN) guidelines	››  Manuscript published; sNDA not pursued to prioritize zanzalintinib filings; NCCN review process initiated
			Below Target Achievement

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	PERFORMANCE OBJECTIVES		ACHIEVEMENTS	TARGET %	ACHIEVEMENT % (1)
Zanzalintinib				30%	31.2%
	Target	Maximum
	STELLAR-303 top-line data	Top‑line data on expedited timeline or positive readout	››  Positive top‑line results delivered June 2025
			Above Target Achievement
	STELLAR-304 enrollment completion	PFS clinical cut‑off before YE	››  Enrollment completed ››  Analyses on track toward the next milestone
			Target Achievement
	STELLAR-305 Data to inform Phase 2/3 decision	IDMC recommendation of ‘Go’ to Phase 3	››  Data supported a No‑Go outcome, enabling resource focus on higher‑value indications
			Below Target Achievement
	STELLAR-311 First site activation or First Patient In	Enroll prespecified number of patients	››  Trial initiated and enrolling
			Target Achievement
	Propose one new pivotal study	Propose two new pivotal studies	››  Two new studies advanced (STELLAR-311, STELLAR-201), broadening late‑stage optionality
			Above Target Achievement
	2026 launch preparation: Complete key pre- commercialization and manufacturing readiness activities and launch planning		››  Manufacturing readiness, branding, and launch planning advanced, positioning for potential 2026 launch
			Above Target Achievement
XL309				10%	6.0%
	Target	Maximum
	Select recommended dose for monotherapy dose expansion	Initiate dose expansion	››  Recommended dose selected
			Target Achievement
	Select recommended dose for XL309 + olaparib expansion/ Ph2 by YE	Initiate combo dose expansion or achieve FSA for Ph 2 study	››  Recommended dose selected
			Below Target Achievement
XL495/XB010/Early Clinical Development				5%	7.5%
	Target	Maximum
	XL495 efficacious-dose exposure OR XB010 monotherapy max tolerated dose/max-administered dose	Determine XL495 recommended dose for combination testing or initiate XB010 expansion	››  XB010 advanced into expansion ››  XL495 discontinued, focusing resources on higher‑potential assets
			Above Target Achievement
	First site activation (FSA) for XB628	Achieve FPI for ≥1 IND and FSA for a second IND	››  XB628: FSA and FPI achieved ››  XL371: FSA and FPI achieved
			Above Target Achievement

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	PERFORMANCE OBJECTIVES		ACHIEVEMENTS	TARGET %	ACHIEVEMENT % (1)
Clinical Collaborations				5%	6.5%
	Target	Maximum
	Enable phase 2 start for Merck collaboration	Enable a phase 3 IND submission	››  Phase 2 study initiated
			Above Target Achievement
	Sairopa B.V. (ADU-1805): initiate monotherapy dose expansion	Determine dose for combination expansion	››  Monotherapy recommended phase 2 dose (RP2D) established ››  RP2D for combination expansion achieved
			Target Achievement
Business Development				5%	2.5%
	Target	Maximum
	In‑license/acquire a pre‑clinical to pre‑POC asset		››  Preclinical SSTR2 small molecule agonist program acquired
			Target Achievement
	Establish a clinical collaboration combination pivotal trial(s) for zanzalintinib with provision of free drug and/or co-funding	Two clinical collaborations for free drug and/or co-funding, OR In-license clinical stage asset in later-stage development	››  Multiple partnering discussions around zanzalintinib combination collaborations and diligence for several clinical stage assets continuing into 2026
			Below Target Achievement
IND Candidates				5%	5.0%
	Target	Maximum
	File two new INDs from internal R&D efforts or existing/new collaborations	File three new INDs	››  XB628: IND filed in Feb 2025 ››  XL371: IND filed in June 2025
			Target Achievement
New DCs				5%	5.0%
	Target	Maximum
	Advance up to two new DCs	Advance up to three new DCs	››  Two new DCs designated, strengthening future pipeline depth
			Target Achievement
				100%	104.8% (2)

(1)The percentage of achievement for each performance objective is rounded to the nearest tenth of a percent.

(2)The Compensation Committee rounded the performance achievement to set the bonus payout level at 105%.

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Individual Performance Assessments of our NEOs other than the Chief Executive Officer

The Compensation Committee also recognized the individual contributions of each NEO toward achievement of the

2025 corporate goals (other than Dr. Morrissey, whose annual incentive cash bonus is entirely dependent on the

company’s performance against our pre-determined 2025 corporate goals, and Dr. Hefti, whose individual

contributions are recognized by the Equity Award Committee). In evaluating the individual performance of these NEOs

as part of determining the annual cash bonus payments, the Compensation Committee, or Equity Award Committee

(with respect to Dr. Hefti), considered the following contributions from each NEO:

››Mr. Senner’s overall leadership of our finance organization and his performance with respect to the

achievement of our financial goals in 2025, particularly regarding: his role in maintaining financial

flexibility while supporting disciplined expense management and capital allocation, including the

execution of our 2025 stock repurchase programs; oversight of facilities and related enterprise

operations; and his continuing leadership of our Information Technology function to enhance and

safeguard our technology environment, including cybersecurity and related data protection and

governance initiatives.

››Dr. Aftab’s overall leadership of our R&D organizations and his performance with respect to the

achievement of our R&D goals in 2025, particularly regarding: clinical development of zanzalintinib

(including regulatory and pivotal development activities) and other product candidates; advancement of

our clinical‑stage pipeline and Phase 1 programs (including XL309, XB010, XB628 and XB371); progression

of early‑stage programs toward IND and development milestones; and disciplined execution to support

our multi‑franchise strategy and R&D productivity.

››Mr. Haley’s overall leadership of our Commercial organization and his performance with respect to the

achievement of our commercial goals in 2025, particularly regarding: his role in the continued strong

execution and momentum for the cabozantinib franchise, including the sustained leadership in RCC, and

successful launch execution and adoption acceleration in NET; expansion and deployment of our GI sales

team to support NET growth and prepare for the potential launch of zanzalintinib in colorectal cancer,

pending approval; and ongoing commercial planning to support future franchise growth opportunities.

››Dr. Hefti’s assumption of leadership of our legal and compliance organizations and her performance,

including her continued effective management of the Abbreviated New Drug Application litigations,

oversight of key intellectual property and patent matters supporting our product portfolio and pipeline,

and demonstrated leadership in overseeing legal support for research and development, manufacturing

and clinical contracting in furtherance of our clinical and pipeline activities.

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In consideration of the foregoing, in February 2026, the Compensation Committee, or Equity Award Committee (with

respect to Dr. Hefti) approved annual cash bonus payments for each NEO, as reflected in the table below.

Name	2025 Base Salary ($)	2025 Target Award (%)	2025 Corporate Performance Weighting (%)	2025 Approved Corporate Performance (%)	2025 Individual Performance Weighting (%)	2025 Individual Performance (%)	2025 Annual Cash Bonus Payout (% of Target Award)	2025 Annual Cash Bonus Payout ($)
Michael M. Morrissey, Ph.D.	1,316,753	100%	100%	105%	N/A	N/A	105%	1,382,591
Christopher J. Senner	829,572	50%	70%	105%	30%	133%	114%	470,782
Dana T. Aftab, Ph.D.	700,000	50%	70%	105%	30%	133%	114%	397,250
Patrick J. Haley	626,417	50%	70%	105%	30%	103%	105%	327,303
Brenda J. Hefti, J.D., Ph.D.	525,000	35%	N/A	105%	100%	156%	156%	286,751
Jeffrey J. Hessekiel, J.D. (1)	719,754	50%	70%	105%	30%	N/A	—%	—
Amy C. Peterson, M.D. (2)	706,135	50%	70%	105%	30%	N/A	79%	278,041

(1)Mr. Hessekiel left the company in November 2025 and, as a result, his 2025 annual cash bonus was forfeited.

(2)Dr. Peterson left the company in August 2025. Pursuant to the CIC Plan, Dr. Peterson received a pro-rated 2025 annual cash

bonus.

2025 Long-Term Incentive Awards

Consistent with our goal to align executive compensation with performance that advances our critical business

objectives, a significant portion of the NEOs’ total compensation typically has consisted of, and is expected to continue

to consist of, equity-based awards. In evaluating the mix of equity awards for 2025, the Compensation Committee

considered market trends, as well as feedback from stockholders and proxy advisory firms, and determined that a

combination of PSUs and RSUs would be the most appropriate incentive structure for our NEOs to reward performance

over time and achieve our retention objectives, consistent with historical practices. In addition to our regular annual

equity awards, in March 2025 the Compensation Committee recommended, and the Board approved, the Special

Equity Award Program, which provides for a One-Time PSU Award applicable to all employees, including our NEOs,

intended to strengthen long term alignment with stockholders and support retention during a multiyear period of

strategic execution.

Allocation of 2025 Long-Term Incentive Awards

Our Compensation Committee approved the 2025 long-term incentive awards for each NEO (other than Dr. Hefti,

whose 2025 long-term incentive awards were approved by the Equity Award Committee in February 2024, before she

became an executive officer) comprising approximately 50% PSUs and 50% RSUs. In approving these awards, the

Compensation Committee sought to establish an effective balance between retention and performance, risk and

leverage, as well as alignment with our peer group.

2025 RSU Awards

The RSU awards granted to our NEOs represent approximately 50% of the total long-term incentive award value. In

determining to grant each NEO’s 2025 time-based equity award in the form of RSUs, the Compensation Committee

considered market trends, retention needs, and internal pay equity. The Compensation Committee ultimately

determined that granting RSUs to each of our NEOs would generate a substantial retention incentive, further align our

LTIP with market trends, and align the interests of our NEOs with those of our stockholders by encouraging them to

focus on the company’s long-term performance and success.

These RSU awards granted to our NEOs vest in four equal annual installments beginning on May 15, 2026. Vesting of

these RSU awards will cease upon termination of continuous service for any reason. A discussion of the treatment of

RSUs under our CIC Plan can be found under “Potential Payments Upon Termination or Change in Control” below.

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2025 PSU Awards

The PSU awards granted to our NEOs represent approximately 50% of the total long-term incentive award value.

Consistent with our pay-for-performance philosophy and our focus on driving long-term stockholder value creation, the

Compensation Committee determined that the 2025 PSU awards granted to our NEOs will vest based on our total

stockholder return relative to other companies in the Nasdaq Biotechnology Index (Relative TSR), as measured over a

three-year period ending December 31, 2027 (such performance metric referred to herein as the 2025 Relative TSR

Goal). The Compensation Committee chose Relative TSR as the performance metric for the 2025 PSU awards because it

is an objective and meaningful metric to evaluate our performance against the performance of our industry peers, and

it effectively aligns executive compensation with our long-term growth strategy.

Achievement of the threshold, target, and maximum performance level targets of the 2025 Relative TSR Goal will result

in 50%, 100%, and 175%, respectively, of the target number of shares of our common stock subject to the PSU awards

becoming eligible to vest.

2025 Relative TSR Goal
Performance Level	Relative TSR Percentile v. Nasdaq Biotechnology Index Companies	PSUs Vesting as a Percentage of Target
Below Threshold	49th percentile or below	0%
Threshold	50th percentile – 64th percentile	50%
Target	65th percentile – 79th percentile	100%
Maximum	80th percentile or above	175%

The NEOs are therefore eligible to vest up to a maximum of 175% of the target number of shares of our common stock

subject to the PSU award. However, if the maximum performance level target for the 2025 Relative TSR Goal is

achieved but the actual total stockholder return (TSR) is negative at the end of the performance period, then vesting

for each of the NEOs will be limited to 100% of the target number of shares. Failure to achieve the threshold

performance level target during the three-year performance period will result in forfeiture of the entire 2025

PSU award.

After the performance period has ended, the Compensation Committee will certify the level of achievement of the

2025 Relative TSR Goal and then determine the number of shares that are entitled to vest based on such achievement,

which will be equal to the product of (1) the target number of shares subject to a 2025 PSU award and (2) the

performance achievement percentage of the 2025 Relative TSR Goal (such number referred to herein as the 2025 PSU

Certified Shares). Each 2025 PSU award will vest as to 50% of the 2025 PSU Certified Shares upon the Compensation

Committee’s certification with the remaining 50% of the 2025 PSU Certified Shares vesting on the first quarterly vesting

date following the one-year anniversary of the Compensation Committee’s certification.

Vesting of these PSU awards will cease upon termination of service as an employee for any reason except for

termination without cause or constructive termination in connection with certain change-in-control events of the

company. Pursuant to the terms of the award agreements, 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 the target number

of shares subject to each PSU award will vest annually over a four-year period following the grant date (with any

portion that would have vested on or prior to the change-in-control event under this time-based vesting schedule

vesting on the date of the change-in-control event and any portion that is unvested following the date of the change-in-

control event vesting in accordance with the time-based vesting schedule). The purpose of this conversion feature is to

account for the fact that the goal may not be measurable in the context of the newly formed organization. A discussion

of the treatment of PSUs under our CIC Plan can be found under “Potential Payments Upon Termination or Change in

Control” below.

Value of 2025 Long-Term Incentive Awards

When determining the appropriate value of NEO equity incentive awards in February 2025 (other than Dr. Hefti whose

2025 equity incentive award value was determined by the Equity Award Committee in February 2025 pursuant to the

Committee-established Compensation Framework before she became an executive officer), the Compensation

Committee asked its independent compensation consultant, Aon, to provide guidance with respect to a program that

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would incentivize our NEOs to achieve key company priorities and increase stockholder value over the long-term, while

maintaining competitive market practices and being mindful of the company’s equity burn rate.

As part of the decision-making process, the Compensation Committee considered the challenges of managing a strong

performing organization in a highly competitive and increasingly highly regulated business environment, as well as the

importance of a cohesive management team to facilitate continued strong commercial execution for CABOMETYX in its

approved indications, advancement of zanzalintinib as Exelixis’ next potential oncology franchise, and progression of

our other clinical programs and early-stage product pipeline, while maintaining a strong financial position. The

Compensation Committee also believed it was important that the value of the equity awards continue to reflect the

individual performance of each NEO (other than Dr. Hefti) during the fiscal year to date and the criticality of each such

NEO’s skill set and expected future contributions to our business. Taking these factors into consideration and applying

Aon’s market analysis of long-term incentive compensation of our NEOs compared to our Peers, the Compensation

Committee, or Equity Award Committee (with respect to Dr. Hefti), determined the aggregate value of the equity

awards granted to each of our NEOs taking into account competitive market data, company and individual

performance, scope of responsibility, critical needs and skill sets, leadership potential and succession planning, and the

Compensation Committee, or Equity Award Committee (with respect to Dr. Hefti), approved the aggregate grant

amounts to the NEOs summarized in the table below. The actual number of RSUs and PSUs granted to each executive

officer was determined by dividing the value the Compensation Committee, or Equity Award Committee, (with respect

to Dr. Hefti), intended to deliver by the 20-day average trailing stock price (as of February 20, 2025). A 20-day average

stock price was used, rather than a single day share price, in order to provide a more stabilized share value less

susceptible to possible swings in the market.

Name	Number of Shares Subject to RSUs		Target Number of Shares Subject to 2025 PSUs
Michael M. Morrissey, Ph.D.	184,909		184,909
Christopher J. Senner	59,648		59,648
Dana T. Aftab, Ph.D.	99,882	(1)	49,209
Patrick J. Haley	47,718		47,718
Brenda J. Hefti, J.D., Ph.D.	44,944	(2)	14,774
Jeffrey J. Hessekiel, J.D. (3)	52,192		52,192
Amy C. Peterson, M.D. (4)	52,192		52,192

(1)For Dr. Aftab, the amount shown also reflects an RSU award of 50,673 shares granted in October 2025 in connection with his

promotion to Executive Vice President, Research and Development.

(2)For Dr. Hefti, the amount shown also reflects an RSU award of 30,170 shares granted in December 2025 in connection with her

promotion to Senior Vice President and General Counsel.

(3)Mr. Hessekiel left the company in November 2025, at which time the 2025 RSU and PSU awards were forfeited in their entirety.

(4)Dr. Peterson left the company in August 2025, at which time the 2025 RSU and PSU awards were forfeited in their entirety.

2022 Long-Term Incentive Awards Achievements

In 2022, the Compensation Committee granted PSUs to the NEOs (other than Dr. Peterson, who was not with the

company in 2022; and Dr. Hefti, who was not a NEO in 2022 and whose long-term incentive compensation was

determined by the Equity Award Committee pursuant to the Compensation Framework established by the

Compensation Committee) that vest upon or following achievement of targets related to the performance of our

Relative TSR over a three-year period beginning January 1, 2022 and concluding on January 3, 2025 (referred to herein

as the 2022 PSU Performance Period). On January 16, 2025, recognizing the company’s Relative TSR at the end of the

performance period was 91.77% (93rd percentile among the Nasdaq Biotechnology Index), the Compensation

Committee certified maximum achievement at 175% of the target number of shares subject to the 2022 PSU awards

(2022 Earned PSU Shares). Upon this certification, 50% of 2022 Earned PSU Shares vested. The remaining 50% of the

2022 Earned PSU Shares vested on February 15, 2026.

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2023 Long-Term Incentive Awards Achievements

In 2023, the Compensation Committee granted PSUs to the NEOs (other than Dr. Hefti, who was not a NEO in 2023 and

whose long-term incentive compensation was determined by the Equity Award Committee pursuant to the

Compensation Framework established by the Compensation Committee) that vest upon or following achievement of

targets related to the performance of our Relative TSR over a three-year period beginning December 31, 2022 and

concluding on January 2, 2026 (referred to herein as the 2023 PSU Performance Period). On January 15, 2026,

recognizing the company’s Relative TSR at the end of the performance period was 171.9% (84th percentile among the

Nasdaq Biotechnology Index), the Compensation Committee certified maximum achievement at 175% of the target

number of shares subject to the 2023 PSU awards (2023 Earned PSU Shares). Upon this certification, 50% of 2023

Earned PSU Shares vested. The remaining 50% of the 2023 Earned PSU Shares are expected to vest on February 15,

2027.

2025 One-Time PSU Award (Special Equity Award Program)

In March 2025, following a recommendation of the Compensation Committee, the Board approved under the 2017

Plan a Special Equity Award Program that applied broadly across the company, including to our NEOs. The Special

Equity Award Program was designed to (i) reinforce long-term alignment with stockholders through a rigorous,

absolute stock price performance hurdle and (ii) provide meaningful retention value over a multiyear period of

strategic execution. In approving the Special Equity Award Program, the Compensation Committee and Board

considered the company’s multi‑year strategic plan and the importance of sustained leadership continuity and broad

employee alignment as we execute against our R&D and commercial priorities. Importantly, the Compensation

Committee designed the program so that value is delivered only if stockholders experience meaningful value creation

and only if employees, including our NEOs, remain with the company over the long term. Consistent with its one-time

nature, the Special Equity Award Program is not part of our regular annual equity cycle, and One-Time PSU Awards

were granted to eligible employees in the approved amounts during the period from March 31 through September 30,

2025.

The One‑Time PSU Awards under the Special Equity Award Program are subject to a rigorous, performance‑based

design intended to align realized value directly with long‑term stockholder value creation and sustained service,

consistent with our pay-for-performance philosophy. The performance vesting requirement for the One-Time PSU

Awards will be satisfied to the extent that the volume-weighted average closing price of the company’s common stock

for any consecutive 90-calendar-day period equals or exceeds $60 per share on any day during the five-year

performance period (the Stock-Price Performance Condition). This hurdle was set meaningfully above the company’s

share price at the time the awards were approved (approximately 60% premium) so that value is delivered only with

sustained stockholder value creation. To fully vest in a One-Time PSU Award, an employee must also remain employed

through the fifth anniversary of the grant, subject to certain exceptions on a qualifying termination of employment (the

Time-Based Service Requirement). If the stock price goal is not achieved within the performance period, the entirety of

the One-Time PSU Award will be forfeited.

Vesting of these One-Time PSU Awards will generally cease upon termination of continuous service for any reason

except for termination due to death or disability, or termination without cause or for good reason in connection with

certain change-in-control events of the company. Pursuant to the terms of the award agreements, in connection with a

change in control, the Stock-Price Performance Condition, to the extent not satisfied, will be evaluated based on the

change-in-control stock price. If the change-in-control stock price equals or exceeds $60, the Stock-Price Performance

Condition will be deemed satisfied, but the One-Time PSU Awards will generally remain subject to the Time-Based

Service Requirement, unless (i) the surviving corporation does not assume or substitute the award, or (ii) the

participant experiences a qualifying termination in connection with the change in control, in which case the award will

vest in accordance with the terms of the award agreements. If the change-in-control stock price is below $60, the One-

Time PSU Awards will be forfeited. A discussion of the treatment of the One-Time PSU Awards in connection with a

termination or a change in control can be found under “Potential Payments Upon Termination or Change in Control”

below.

2026 Proxy Statement 83

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Value of One-Time PSU Award (Special Equity Award Program)

In determining the Special Equity Award Program’s overall design and award sizing, the Compensation Committee

considered market-based research from its compensation consultant and the overall goal of aligning all employee

interests with shareholder interests. The Compensation Committee calibrated the value of the One-Time PSU Awards

to approximately two times the value of an annual long-term incentive award for similarly situated employees at peer

companies placed at the 50th percentile. The program was broad based, applying to all employees between March 31

through September 30, 2025, thereby reinforcing alignment and retention across the organization. Shares subject to

the awards were converted using the 20-day trailing average stock price immediately preceding the applicable grant

date, which the Compensation Committee believed provided a more stable and representative valuation methodology.

NEO Grants Under the One‑Time PSU Award (Special Equity Award Program)

The number of shares underlying the One-Time PSU Awards granted to our NEOs under the Special Equity Award

Program was as follows:

Name	Number of Shares Subject to One-Time PSU Awards
Michael M. Morrissey, Ph.D.	589,719
Christopher J. Senner	170,009
Dana T. Aftab, Ph.D.	132,819
Patrick J. Haley	159,383
Brenda J. Hefti, J.D., Ph.D.	34,533
Jeffrey J. Hessekiel, J.D. (1)	154,070
Amy C. Peterson, M.D. (1)	159,383

(1)The One-Time PSU Awards granted to Mr. Hessekiel and Dr. Peterson were forfeited in their entirety in connection with their

departure from the company.

Dr. Amy C. Peterson’s Severance Compensation

In August 2025, Dr. Peterson concluded her service as Executive Vice President, Product Development & Medical Affairs

and Chief Medical Officer of the company. In connection with Dr. Peterson’s departure from the company which ended

in a Covered Termination (as defined under the CIC Plan), the company and Dr. Peterson entered into a separation

agreement in November 2025 (referred to herein as the Peterson Separation Agreement). Pursuant to the Peterson

Separation Agreement, Dr. Peterson and her designated recipient received severance payments and benefits to which

she is entitled under the company’s CIC Plan, which included 12 months’ base salary, in the gross amount of $706,135.

In addition, under the CIC Plan, Dr. Peterson received payment equal to a pro rata portion of Dr. Peterson’s 2025

annual actual bonus, calculated based on the number of completed calendar months worked during 2025, plus an

additional 60 calendar days deemed worked for purposes of the calculation. In addition, Dr. Peterson received a

payment in consideration of (1) unvested stock options and restricted stock units forfeited in accordance with the 2017

Plan, in the gross amount of $1,000,000, and, (2) costs that would have been borne by the company for Dr. Peterson’s

COBRA continuation coverage under the company’s group health, dental or vision plans for 14 months following the

termination date, less the premiums that would have been paid by Dr. Peterson at the amount charged to similarly

situated active employees for comparable coverage, and reduced by applicable state and federal withholding taxes, the

gross amount of $49,567. These payments are subject to the terms and conditions set forth in the Peterson Separation

Agreement, including execution and non-revocation of the release of claims attached thereto. In addition, Dr. Peterson

received a tax gross-up for such subsidy of the cost of health care, dental and vision insurance coverage in the amount

of $44,221. Dr. Peterson did not receive any other payments or benefits in connection with the termination of her

employment.

84 Exelixis, Inc.

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Other Compensation Information

Timing of Equity Awards

Annual grants of equity awards to our executive officers, including our NEOs, are generally determined and approved at

pre-scheduled Compensation Committee meetings. The grant dates may coincide with these meeting dates or may be

such other future date as agreed upon by the Compensation Committee. The Compensation Committee may

sometimes approve the equity award grants 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 certain new hires,

promotions and other circumstances where the Compensation Committee deems it appropriate to make such grants.

Equity grants made to promoted employees and new hires below the level of Executive 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, and the Compensation Committee

established a standard grant date for these promotion and new hire equity awards as the later of (a) the third business

day of the next fiscal month following the employee’s hire date or effective date of promotion or (b) the actual date of

approval by the Equity Award Committee. Promotion and new hire grants are made from a share pool and within

guidelines for each job level, each as previously authorized 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 Nasdaq Global Select

Market on the grant date. We have no plan or practice to time equity grants in coordination with the release of non-

public information, and we do not time the release of non-public information to affect the value of executive

compensation.

Stock Ownership Guidelines for NEOs

The Board maintains the following stock ownership guidelines for our NEOs to further align their financial interests with

those of our stockholders, as well as to promote sound corporate governance:

Position	Ownership Level
Chief Executive Officer	Value equivalent to 6 times annual base salary
Other NEOs	Value equivalent to 3 times annual base salary

The ownership level for the Chief Executive Officer is equivalent to a value that is 6 times the annual base salary and for

other NEOs, equivalent to a value that is 3 times the annual base salary. All NEOs are expected to achieve their stock

ownership level within five years of becoming subject to these guidelines and credit is provided for shares held outright

(including shares owned through trusts, our 401(k) Plan, or by a spouse), as well as shares to be issued upon vesting of

RSUs and PSUs (to the extent such performance criteria has been achieved), in each case net of applicable taxes. No

credit is provided for unearned PSUs or for any stock options. The values for all shares determined to be held by NEOs

are based on the 200-day average stock price as of the measurement date. The stock ownership guidelines include

procedures for granting exemptions in the case of severe financial hardship. As of February 27, 2026 all of our NEOs

had met their respective stock ownership targets.

2026 Proxy Statement 85

Table of Contents Other Compensation Information | Compensation Discussion and Analysis

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. Our Clawback Policy applies to all forms of variable

compensation (which excludes base salary) granted after the adoption of the Clawback Policy. An event triggering

recoupment of such variable compensation under the Clawback Policy occurs when a covered employee (which

includes all NEOs):

Misconduct		Material Harm
Commits a knowing violation of a company policy or SEC rules or regulations; or Engages in the willful commission of an act of fraud, dishonesty or gross recklessness in the performance or disregard of their duties		Misconduct contributes or could reasonably be expected to contribute to the material harm of our business.
	AND

For clarity, “material harm” includes, but is not limited to, the requirement to prepare an accounting restatement for

any fiscal quarter or year commencing after adoption of the Clawback Policy due to our material noncompliance with

any financial reporting requirement. If triggered, then to the fullest extent permitted by law, we may recoup all variable

compensation granted or paid to the covered employee during each fiscal year in which the covered employee’s

misconduct occurred.

In addition, to satisfy the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection

Act, as amended, and the related rules or regulations promulgated by the SEC and the Nasdaq, in November 2023 we

adopted a supplemental recoupment policy, which is separate from and in addition to the Clawback Policy discussed

above (such supplemental recoupment policy is referred to herein as the Supplemental Policy). The Supplemental

Policy provides for recovery of incentive-based compensation where the compensation is based on erroneously

reported financial information, received by current or former executive officers, including our NEOs, during the three

completed fiscal years immediately preceding the date on which the company is required to prepare an accounting

restatement due to material noncompliance with financial reporting requirements. Subject to very limited exceptions,

erroneously awarded compensation must be recouped by the company under the Supplemental Policy regardless of

whether there is any misconduct or failure of oversight by any executive officer.

Accounting and Tax Considerations

Under ASC 718, we are required to estimate and record an expense for each award of equity compensation (including

stock options, RSUs and PSUs) over the vesting period of the award. As long as stock options, RSUs and PSUs 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 company specific

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. Compensation expense relating to awards subject to market

conditions is recognized regardless of the outcome of the market conditions. 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 PSU awards.

Under Section 162(m) of the Internal Revenue Code (Section 162(m)), compensation paid to each of the company’s

“covered employees” that exceeds $1 million per taxable year is generally non-deductible. Although the Compensation

Committee will continue to consider tax implications as one factor in determining executive compensation, the

Compensation Committee also looks at other factors in making its decisions and retains the flexibility to provide

compensation for the NEOs in a manner consistent with the goals of the company’s executive compensation program

and the best interests of the company and its stockholders, which may include providing for compensation that is not

deductible by the company due to the deduction limit under Section 162(m).

86 Exelixis, Inc.

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Compensation Policies and Practices as They Relate to Risk Management

In 2025, 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 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.

2026 Proxy Statement 87

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COMPENSATION COMMITTEE 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 Form 10-K for the year ended January 2, 2026.

Compensation Committee:

Julie A. Smith, Chair

S. Gail Eckhardt

Robert L. Oliver, Jr.

Stelios Papadopoulos

88 Exelixis, Inc.

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Summary of Compensation

The following table shows for the fiscal years ended January 2, 2026, January 3, 2025, and December 29, 2023 (referred

to as fiscal 2025, fiscal 2024 and fiscal 2023, respectively), compensation awarded to, paid to or earned by our NEOs.

Summary Compensation Table

Name and Principal Position	Year (1)	Salary ($)(2)	Bonus ($)(3)	Stock Awards ($)(4)		Option Awards ($)(5)	Non-Equity Incentive Plan Compensation ($)(6)	All Other Compensation ($)(7)		Total ($)
Michael M. Morrissey, Ph.D.	2025	1,306,040	—	30,539,552		—	1,382,591	11,000		33,239,183
President and Chief	2024	1,252,636	—	10,012,388		—	1,456,024	11,000		12,732,048
Executive Officer	2023	1,192,001	—	14,259,313		—	960,993	11,000		16,423,307
Christopher J. Senner	2025	822,823	—	9,343,867		—	470,782	11,000		10,648,472
Executive Vice President	2024	788,288	—	3,402,273		—	478,599	11,000		4,680,160
and Chief Financial Officer	2023	746,726	—	3,888,899		—	301,006	11,000		4,947,631
Dana T. Aftab, Ph.D.	2025	659,058	—	9,479,940	(8)	—	397,250	11,000		10,547,248
Executive Vice President,	2024	619,316	—	2,624,591		—	361,671	11,000		3,616,578
Research and Development	2023	577,920	—	4,770,110		—	294,112	11,000		5,653,142
Patrick J. Haley Executive Vice President, Commercial	2025	621,321	—	8,061,792			327,303	11,000		9,021,416
Brenda J. Hefti, J.D., Ph.D. Senior Vice President and General Counsel	2025	454,545	—	3,451,975	(9)	—	286,751	11,000		4,204,271
Jeffrey J. Hessekiel, J.D. (11)	2025	672,374	—	8,309,218	(10)	—	—	11,000		8,992,592
Former Executive Vice President, General Counsel	2024	685,882	—	2,624,591	(10)	—	415,243	11,000		3,736,716
	2023	657,175	—	3,629,606	(10)	—	264,908	11,000		4,562,689
Amy C. Peterson, M.D.	2025	614,496	—	8,442,574	(12)	—	—	2,088,964	(13)	11,146,034
Former Executive Vice President, Medical Affairs, and Chief Medical Officer	2024	654,337	—	3,402,273	(12)	—	378,405	11,000		4,446,015
	2023	201,846	265,530	5,220,000	(12)	1,590,000	90,470	11,000		7,378,846

(1)The compensation reflected in the Summary Compensation Table reflects a 52-week period for fiscal 2025, a 53-week period for

fiscal 2024, and a 52-week period for fiscal 2023.

(2)Amounts shown in this column represent the amount actually earned by each NEO for the indicated fiscal year. For information

regarding 2025 base salaries, please see “Compensation Discussion and Analysis—2025 Compensation Decisions—2025 Base

Salaries.”

(3)Amounts shown in this column reflect the discretionary portion of the cash bonus of $165,530 awarded to Dr. Peterson under

our Annual Cash Bonus Plan for fiscal 2023, as well as the sign-on bonus of $100,000 that Dr. Peterson received in fiscal 2023.

(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 ASC 718 and do not reflect compensation actually received or the amount that may be

realized in the future by the NEOs. With respect to PSU awards granted to the NEOs in February 2025 and the One-Time PSU

Awards granted in March 2025, the grant date fair values, as computed in accordance with ASC 718 and presented in the table

above, are based upon a Monte Carlo simulation model, which was $47.58 and $25.10 per share, respectively, for each NEO.

Accordingly, the positive amounts set forth in the table for fiscal 2025 reflect the sum of (i) the aggregate grant date fair value

for RSUs granted, using the closing stock price of $37.53 per share of our common stock on the February 26, 2025 grant date

(and for the RSU award of 50,673 shares granted to Dr. Aftab in connection with his promotion, $38.64 per share of our

common stock on the October 8, 2025 grant date; and for the RSU award of 30,170 shares granted to Dr. Hefti in connection

with her promotion, $44.01 per share of our common stock on the December 3, 2025 grant date), (ii) the aggregate grant date

fair value for the target number of PSUs granted in February 2025, using the Monte Carlo simulation model price of $47.58 per

share, and (iii) the aggregate grant date fair value for the number of One-Time PSU Awards granted in March 2025, using the

2026 Proxy Statement 89

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Monte Carlo simulation model price of $25.10 per share, and in each case excluding estimates of forfeiture. A description of the

Monte Carlo simulation model and the assumptions used to calculate the value of the RSUs and PSUs granted in 2025 is set

forth in Note 9 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year

ended January 2, 2026, filed with the SEC on February 10, 2026. A breakdown of the grant date fair values of (i) the RSUs

granted to each NEO during fiscal 2025, (ii) the PSUs granted to each NEO in February 2025, assuming each of “Target

Achievement” (i.e., “Target Payout”) and “Maximum Achievement” (i.e., “Maximum Payout”) of the 2025 Relative TSR Goal,

and (iii) the One-Time PSU Awards granted to each NEO in March 2025 assuming achievement of the Stock-Price Performance

Condition and Time-Based Service Requirement, and excluding estimates of forfeiture in the case of all such RSUs and PSUs, is

as follows:

Name	Grant Value of RSUs Granted in 2025 ($)	Grant Value of PSUs Granted in February 2025 (Target Payout) ($)	Grant Value of PSUs Granted in February 2025 (Maximum Payout) ($)	Grant Value of One-Time PSU Awards Granted in March 2025 ($)
Michael M. Morrissey, Ph.D.	6,939,635	8,797,970	15,396,412	14,801,947
Christopher J. Senner	2,238,589	2,838,052	4,966,591	4,267,226
Dana T. Aftab, Ph.D.	3,804,818	2,341,364	4,097,352	3,333,757
Patrick J. Haley	1,790,857	2,270,422	3,973,215	4,000,513
Brenda J. Hefti, J.D., Ph.D.	1,882,250	702,947	1,230,133	866,778
Jeffrey J. Hessekiel, J.D.	1,958,766	2,483,295	4,345,767	3,867,157
Amy C. Peterson, M.D.	1,958,766	2,483,295	4,345,767	4,000,513

For a description of the 2025 PSU awards and the One-Time PSU Awards granted during fiscal 2025, please see “Compensation

Discussion and Analysis—2025 Compensation Decisions—2025 Long-Term Incentive Awards” and “Compensation Discussion and

Analysis—2025 Compensation Decisions—2025 One-Time PSU Award (Special Equity Award Program)” above.

With respect to PSU awards granted to the applicable NEOs during fiscal 2024 (other than Mr. Haley and Dr. Hefti who were not

NEOs in fiscal 2024), the grant date fair values, as computed in accordance with ASC 718 and presented in the table above, are based

upon a Monte Carlo simulation model, which was $19.90 per share for each NEO. Accordingly, the positive amounts set forth in the

table for fiscal 2024 reflect the sum of (i) the aggregate grant date fair value for RSUs granted, using the closing stock price of $21.53

per share of our common stock on the February 23, 2024 grant date, and (ii) the aggregate grant date fair value for the target

number of PSUs granted, using the Monte Carlo simulation model price of $19.90 per share, and in each case excluding estimates of

forfeiture. A description of the Monte Carlo simulation model and the assumptions used to calculate the value of the RSUs and PSUs

granted in 2024 is set forth in Note 9 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K

for the fiscal year ended January 3, 2025, filed with the SEC on February 11, 2025. A breakdown of the grant date fair values of (i) the

RSUs granted to each NEO (other than Mr. Haley and Dr. Hefti) during fiscal 2024 and (ii) the PSUs granted to each NEO during fiscal

2024, assuming each of Target Payout and Maximum Payout of the 2024 Relative TSR Goal (defined as our Relative TSR over a three-

year period ending January 1, 2027), and excluding estimates of forfeiture in the case of all such RSUs and PSUs, is as follows:

Name	Grant Value of RSUs Granted in 2024 ($)	Grant Value of PSUs Granted in 2024 (Target Payout) ($)	Grant Value of PSUs Granted in 2024 (Maximum Payout) ($)
Michael M. Morrissey, Ph.D.	5,203,155	4,809,233	8,416,148
Christopher J. Senner	1,768,065	1,634,208	2,859,849
Dana T. Aftab, Ph.D.	1,363,926	1,260,665	2,206,154
Jeffrey J. Hessekiel, J.D.	1,363,926	1,260,665	2,206,154
Amy C. Peterson, M.D.	1,768,065	1,634,208	2,859,849

With respect to PSU awards granted to the applicable NEOs during fiscal 2023 (other than Dr. Peterson, who did not receive a PSU

award in fiscal 2023 and Mr. Haley and Dr. Hefti who were not NEOs in fiscal 2023), the grant date fair values, as computed in

accordance with ASC 718 and presented in the table above, are based upon a Monte Carlo simulation model, which was $26.05 per

90 Exelixis, Inc.

share for each NEO. Accordingly, the positive amounts set forth in the table for fiscal 2023 reflect the sum of (i) the aggregate grant

date fair value for RSUs granted, using the closing stock price of $19.48 per share of our common stock on the April 3, 2023 grant

date (and for the RSU award of 240,000 shares granted to Dr. Peterson in connection with her hiring, $21.75 per share of our

common stock on the August 24, 2023 hire date; and for the RSU award of 100,000 shares to Dr. Aftab in connection with his

promotion, $16.59 per share of our common stock on the January 5, 2023 grant date), and (ii) the aggregate grant date fair value for

the target number of PSUs granted, using the Monte Carlo simulation model price of $26.05 per share, and in each case excluding

estimates of forfeiture. A description of the Monte Carlo simulation model and the assumptions used to calculate the value of the

RSUs and PSUs granted in 2023 is set forth in Note 8 of the Notes to Consolidated Financial Statements included in our Annual

Report on Form 10-K for the fiscal year ended December 29, 2023, filed with the SEC on February 6, 2024. A breakdown of the grant

date fair values of (i) the RSUs granted to each NEO during fiscal 2023 and (ii) the PSUs granted to each NEO (other than Dr.

Peterson) during fiscal 2023, assuming each of Target Payout and Maximum Payout of the 2023 Relative TSR Goal (defined as our

Relative TSR over a three-year period ending January 2, 2026), and excluding estimates of forfeiture in the case of all such RSUs and

PSUs, is as follows:

Name	Grant Value of RSUs Granted in 2023 ($)	Grant Value of PSUs Granted in 2023 (Target Payout) ($)	Grant Value of PSUs Granted in 2023 (Maximum Payout) ($)
Michael M. Morrissey, Ph.D.	6,100,844	8,158,469	14,277,302
Christopher J. Senner	1,663,865	2,225,035	3,893,811
Dana T. Aftab, Ph.D.	2,990,088	1,780,023	3,115,033
Jeffrey J. Hessekiel, J.D.	1,552,926	2,076,680	3,634,183
Amy C. Peterson, M.D.	5,220,000	—	—

For a description of the PSU awards granted during fiscal 2023, please see “Compensation Discussion and Analysis—2025

Compensation Decisions—2023 Long-Term Incentive Awards Achievements” above.

(5)Amounts shown reflect the aggregate grant date fair value in the indicated fiscal year for the option award as computed in

accordance with ASC 718 and do not reflect compensation actually received or the amount that may be realized in the future by

the NEO. The assumptions used to calculate the value of option awards are set forth in Note 9 of the Notes to Consolidated

Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 2, 2026, filed with the SEC

on February 10, 2026. Upon Dr. Peterson’s termination of service in August 2025, all vesting of this new hire option award

ceased, and the remaining 80,000 shares subject to the new hire option award, which remained unvested as of her termination

of service, were forfeited.

(6)Amounts shown in this column represent the portion of the cash bonuses awarded under our Annual Cash Bonus Plan that was

based on the Compensation Committee’s assessment of the achievement of pre-determined corporate goals. The discretionary

portion of Dr. Peterson’s 2023 Annual Cash Bonus (of $165,530) is reported in the “Bonus” column.

(7)Amounts shown reflect the matching contributions of $11,000 made to the 401(k) Plan for each NEO.

(8)Amount shown reflects the grant date fair value of the time-based RSU award granted to Dr. Aftab in connection with his

promotion to Executive Vice President, Research and Development, as computed in accordance with ASC 718. The grant date

fair value of the RSU award was measured based on the closing price of $38.64 per share of our common stock on the October

8, 2025 award date.

(9)Amount shown reflects the grant date fair value of the time-based RSU award granted to Dr. Hefti in connection with her

promotion to Senior Vice President and General Counsel, as computed in accordance with ASC 718. The grant date fair value of

the RSU award was measured based on the closing price of $44.01 per share of our common stock on the December 3, 2025

award date.

(10)The PSU award and RSU award granted to Mr. Hessekiel in February 2025, the One-Time PSU Award granted to Mr. Hessekiel in

March 2025, and the unvested portions of the PSU awards and RSU awards granted to Mr. Hessekiel in February 2024 and April

2023 were forfeited in their entirety in connection with his resignation from the company in November 2025.

(11)Mr. Hessekiel did not receive any severance payments in connection with his resignation from the company in November 2025.

(12)The PSU award and RSU award granted to Dr. Peterson in February 2025, the One-Time PSU Award granted to Dr. Peterson in

March 2025, and the unvested portions of the PSU awards and RSU awards granted to Dr. Peterson in February 2024, and the

unvested portions of the new hire RSU award granted to Dr. Peterson in August 2023, were forfeited in their entirety upon her

termination of service in August 2025.

(13)Amount shown reflects (i) severance payments made to Dr. Peterson pursuant to the Peterson Separation Agreement, including

(1) twelve months’ base salary in the amount of $706,135, (2) payment equal to a pro rata portion of Dr. Peterson’s 2025 actual

2026 Proxy Statement 91

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Annual Cash Bonus, calculated based on the number of completed calendar months worked during 2025, plus an additional

sixty (60) calendar days deemed worked for purposes of this calculation, in the amount of $278,041, (3) an amount in

consideration of any unvested stock options, RSUs and PSUs forfeited pursuant to the terms of the 2017 Plan, in the gross

amount of $1,000,000, (4) subsidy of the cost of her fourteen months’ health care, dental and vision insurance coverage, in the

amount of $49,567; (ii) tax gross-up for such subsidy of the cost of health care, dental and vision insurance coverage in the

amount of $44,221; and (iii) the matching contributions of $11,000 made to the 401(k) Plan for Dr. Peterson. For more

information regarding the terms and severance payments made in connection with Dr. Peterson’s separation, please see

“Compensation Discussion and Analysis—2025 Compensation Decisions—Dr. Amy Peterson’s Severance Compensation” above.

Grants of Plan-Based Awards

The following table shows for the fiscal year ended January 2, 2026 certain information regarding grants of plan-based

awards to the NEOs:

Grants of Plan-Based Awards in Fiscal 2025

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)				Estimated Future Payouts Under Equity Incentive Plan Awards (2)			All Other Stock Awards: Number of Shares of Stock or Units (#)(4)	Grant Date Fair Value of Stock and Option Awards ($)(5)
Name	Grant Date		Threshold ($)	Target ($)	Maximum ($)		Threshold (#)	Target (#)	Maximum (#)
Michael M. Morrissey, Ph.D.
	2/26/2025		—	—	—		—	—	—	184,909	6,939,635
	2/26/2025		—	—	—		92,454	184,909	323,590	—	8,797,970
	3/31/2025	(3)	—	—	—		—	589,719	—	—	14,801,947
	N/A		—	1,316,753	1,975,130		—	—	—	—	—
Christopher J. Senner
	2/26/2025		—	—	—		—	—	—	59,648	2,238,589
	2/26/2025		—	—	—		29,824	59,648	104,384	—	2,838,052
	3/31/2025	(3)	—	—	—		—	170,009	—	—	4,267,226
	N/A		—	414,786	684,397		—	—	—	—	—
Dana T. Aftab, Ph.D.
	2/26/2025		—	—	—		—	—	—	49,209	1,846,814
	2/26/2025		—	—	—		24,604	49,209	86,115	—	2,341,364
	3/31/2025	(3)	—	—	—		—	132,819	—	—	3,333,757
	10/8/2025		—	—	—		—	—	—	50,673	1,958,005
	N/A		—	350,000	577,500		—	—	—	—	—
Patrick J. Haley
	2/26/2025		—	—	—		—	—	—	47,718	1,790,857
	2/26/2025		—	—	—		23,858	47,718	83,506	—	2,270,422
	3/31/2025	(3)	—	—	—		—	159,383	—	—	4,000,513
	N/A		—	313,209	516,794		—	—	—	—	—
Brenda J. Hefti, J.D., Ph.D.
	2/26/2025		—	—	—		—	—	—	14,774	554,468
	2/26/2025		—	—	—		7,386	14,774	25,854	—	702,947
	3/31/2025	(3)	—	—	—		—	34,533	—	—	866,778
	12/3/2025		—	—	—		—	—	—	30,170	1,327,782
	N/A		—	183,750	367,500		—	—	—	—	—

92 Exelixis, Inc.

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			Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)				Estimated Future Payouts Under Equity Incentive Plan Awards (2)			All Other Stock Awards: Number of Shares of Stock or Units (#)(4)	Grant Date Fair Value of Stock and Option Awards ($)(5)
Name	Grant Date		Threshold ($)	Target ($)	Maximum ($)		Threshold (#)	Target (#)	Maximum (#)
Jeffrey J. Hessekiel, J.D.
	2/26/2025	(6)	—	—	—		—	—	—	52,192	1,958,766
	2/26/2025	(6)	—	—	—		26,096	52,192	91,336	—	2,483,295
	3/31/2025	(3)(6)	—	—	—		—	154,070	—	—	3,867,157
	N/A		—	359,877	593,797		—	—	—	—	—
Amy C. Peterson, M.D.
	2/26/2025	(7)	—	—	—		—	—	—	52,192	1,958,766
	2/26/2025	(7)	—	—	—		26,096	52,192	91,336	—	2,483,295
	3/31/2025	(3)(7)	—	—	—		—	159,383	—	—	4,000,513
	N/A		—	353,068	582,561		—	—	—	—	—

(1)    The dollar amount represents the target and maximum amounts of each NEO’s potential annual cash bonus award pursuant to

our Annual Cash Bonus Plan for fiscal 2025. The amounts shown under “Target” reflect the applicable target payment under the

Annual Cash Bonus Plan if (i) we achieved 100% of the pre-determined 2025 corporate goals established by the Compensation

Committee, and (ii) each NEO’s individual performance percentage was assessed at 100% by the Compensation Committee (or,

for Dr. Hefti, the Equity Award Committee) with respect to his or her contributions toward the achievement of our corporate

goals. The amounts shown under “Maximum” reflect the applicable maximum payment established by the Compensation

Committee under the Annual Cash Bonus Plan if (i) we achieved 150% of the pre-determined 2025 corporate goals established

by the Compensation Committee, and (ii) each NEO’s individual performance percentage was assessed at 200% by the

Compensation Committee (or, for Dr. Hefti, the Equity Award Committee) with respect to his or her contributions toward the

achievement of our corporate goals and the departmental achievements in each NEO’s area of responsibility that drove the

achievement of such corporate goals; provided, however, that pursuant to the Annual Cash Bonus Plan, neither the corporate

performance percentage nor the individual performance percentage may exceed 200% in any given year. There is no threshold

or minimum possible payment under the Annual Cash Bonus Plan. For more information regarding our Annual Cash Bonus Plan,

please see “Compensation Discussion and Analysis—2025 Compensation Decisions—2025 Annual Cash Bonuses” above.

(2)The PSU award was granted in February 2025 pursuant to our 2017 Plan to all NEOs as part of the LTIP for fiscal 2025. The PSU

award will vest in accordance with the following: if the 2025 Relative TSR Goal is achieved at the end of the performance period

from January 3, 2025 through December 31, 2027, at or above the threshold level of performance, (i) 50% of the 2025 PSU

Certified Shares will vest upon the Compensation Committee’s certification of such achievement after the end of the

performance period, and (ii) 50% of the 2025 PSU Certified Shares will vest on the first quarterly vesting date (i.e., February

15th, May 15th, August 15th and November 15th) following the one-year anniversary of the Compensation Committee’s

certification (assuming that such PSUs are not accelerated). For clarification, (i) shares of common stock subject to the award

will be eligible to vest if and only if the 2025 Relative TSR Goal is achieved at or above the threshold level of performance, and

failure to achieve the threshold level of performance set forth in the 2025 Relative TSR Goal will result in forfeiture of 100% of

the PSU award, and (ii) the level of achievement of the 2025 Relative TSR Goal will not be determined by the Compensation

Committee until after the end of the three-year performance period on December 31, 2027. For more information regarding

the PSUs granted in 2024, please see “Compensation Discussion and Analysis—2025 Compensation Decisions—2025 Long-Term

Incentive Awards—2025 PSU Awards” above.

(3)The One-Time PSU Awards were granted in March 2025 pursuant to our 2017 Plan to all employees of the company, including

our NEOs in fiscal 2025. The One-Time PSU Awards will vest only upon the satisfaction of both the Stock-Price Performance

Condition and any Time-Based Service Requirement, as applicable, by the end of the five-year performance period from March

31, 2025 through March 31, 2030 (the One-Time PSU Performance Period). If the Stock-Price Performance Condition is not

achieved during the One-Time PSU Performance Period, the One-Time PSU Award will be forfeited in its entirety.  For more

information regarding the One-Time PSU Awards granted to NEOs in 2025, please see “Compensation Discussion and Analysis—

2025 Compensation Decisions—2025 One Time PSU Award (Special Equity Award Program)” above.

(4)The RSU award was granted in February 2025 pursuant to our 2017 Plan to all NEOs as part of the LTIP for fiscal 2025. The RSU

award will vest as to 1/4th of the shares subject to each RSU award on May 15, 2026 and thereafter as to 1/4th of the number

of shares subject to the RSU award on each May 15th until fully vested (assuming that such RSUs are not accelerated). 

(5)Amounts shown in this column do not reflect compensation actually received or amounts that may be realized in the future by

the NEOs. The amounts shown in this column reflect the aggregate grant date fair value in fiscal year 2025 for the RSU and PSU

awards and One-Time PSU Awards as computed in accordance with ASC 718. The assumptions used to calculate the grant date

2026 Proxy Statement 93

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fair value of the PSU awards are set forth in Note 9 of the Notes to Consolidated Financial Statements included in our Annual

Report on Form 10-K for the fiscal year ended January 2, 2026, filed with the SEC on February 10, 2026. The grant date fair

values of the 2025 PSU award and One-Time PSU Award, as computed in accordance with ASC 718, granted to each NEO,

presented in the table above are based upon a price of $47.58 and $25.10 per share for each NEO, respectively, based on the

Monte Carlo simulation model. For additional information regarding the values of the PSU awards and One-Time PSU Awards

granted to each NEO during fiscal 2025, see Footnote 4 to the Summary Compensation Table above. The grant date fair value of

the RSU awards were measured based on the closing price of our common stock on the date of grant. No stock option awards

were granted to our NEOs during fiscal 2025.

(6)In connection with Mr. Hessekiel’s resignation from the company in November 2025, the PSU award and RSU award granted to

Mr. Hessekiel in February 2025 and the One-Time PSU Award granted to Mr. Hessekiel in March 2025, were forfeited in their

entirety, and he received no payment under the Annual Cash Bonus Plan for fiscal 2025.

(7)In connection with Dr. Peterson’s departure from the company in August 2025 the PSU award and RSU award granted to Dr.

Peterson in February 2025 and the One-Time PSU Award granted to Dr. Peterson in March 2025, were forfeited in their

entirety, and pursuant to the Peterson Separation Agreement and the company’s CIC Plan, Dr. Peterson received a payment

equal to a pro rata portion of her 2025 actual Annual Cash Bonus, calculated based on the number of completed calendar

months Employee worked in the 2025 fiscal year, plus an additional sixty (60) calendar days deemed worked for purposes of

this calculation.

Compensation Arrangements

Base Salaries. For a description of actions taken by the Compensation Committee with respect to base salaries for our

NEOs for fiscal 2025, please see “Compensation Discussion and Analysis—2025 Compensation Decisions—2025 Base

Salaries” above.

Annual Cash Bonuses. In 2018, we adopted our Annual Cash Bonus Plan that provides for annual bonus awards based

on our corporate performance, including achievement against pre-determined corporate goals and the individual

contributions of each NEO toward the achievement of such corporate goals. For more information regarding our

Annual Cash Bonus Plan, please see “Compensation Discussion and Analysis—2025 Compensation Decisions—2025

Annual Cash Bonuses” above.

Stock Awards and Option Awards. Our 2017 Plan provides for the grant of RSUs, PSUs and time-based and

performance-based stock options to our NEOs and other employees. In February 2025, we granted PSU awards, which

will only vest following our achievement of the 2025 Relative TSR Goal, to all of our NEOs, as well as time-based equity

awards in the form of RSUs to all of our NEOs. For information regarding PSU and RSU awards granted to the NEOs in

fiscal 2025, including the number of underlying shares and vesting conditions related thereto, please see

“Compensation Discussion and Analysis—2025 Compensation Decisions—2025 Long-Term Incentive Awards” above.

One-Time PSU Awards (Special Equity Award Program). In March 2025, following recommendation by the

Compensation Committee, the Board approved the One-Time PSU Award under the 2017 Plan for all employees of the

company, including its NEOs. The One-Time PSU Awards will vest only upon the satisfaction of both the Stock-Price

Performance Condition and any Time-Based Service Requirement, as applicable, by the end of the One-Time PSU

Performance Period. If the Stock-Price Performance Condition is not achieved during the One-Time PSU Performance

Period, the One-Time PSU Awards will be forfeited in its entirety. For more information regarding the One-Time PSU

Awards granted to NEOs in 2025, please see “Compensation Discussion and Analysis—2025 Compensation Decisions—

2025 One Time PSU Award (Special Equity Award Program)” above.

Employment Agreements. We have no employment agreements with our NEOs.

Change in Control and Severance Benefit Plan. Each of our NEOs 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.”

Other Compensatory Arrangements. Please see “Compensation Discussion and Analysis—Compensation Elements—

Other Compensation and Benefits” above for a description of other executive compensatory arrangements, including

our 401(k) Plan and other benefits.

94 Exelixis, Inc.

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Outstanding Equity Awards at Fiscal Year-End

The following table shows certain information regarding outstanding equity awards as of January 2, 2026 for the NEOs

(other than Dr. Peterson, who left the company in August 2025, and Mr. Hessekiel, who left the company in November

2025, and for whom there were no outstanding equity awards of the company as of January 2, 2026).

Outstanding Equity Awards at January 2, 2026

		Option Awards(1)						Stock Awards(2)
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable		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.	3/4/2021	494,700			21.31	3/3/2028
	3/4/2022							67,604		2,946,182
	3/4/2022							236,614	(4)	10,311,638
	4/3/2023							156,593		6,824,323
	4/3/2023							548,073	(5)	23,885,021
	2/23/2024							181,253		7,899,006
	2/23/2024										241,670	(6)	10,531,979
	2/26/2025										92,454	(7)	4,029,145
	2/26/2025							184,909		8,058,334
	3/31/2025										589,719	(8)	25,699,954
Christopher J. Senner	3/4/2022							18,997		827,889
	3/4/2022							66,487	(4)	2,897,503
	4/3/2023							42,708		1,861,215
	4/3/2023							149,474	(5)	6,514,077
	2/23/2024							61,591		2,684,136
	2/23/2024										82,121	(6)	3,578,833
	2/26/2025										29,824	(7)	1,299,730
	2/26/2025							59,648		2,599,460
	3/31/2025										170,009	(8)	7,408,992
Dana T. Aftab, Ph.D.	3/4/2022							14,873		648,165
	3/4/2022							52,053	(4)	2,268,470
	1/5/2023							50,000	(9)	2,179,000
	4/3/2023							34,166		1,488,954
	4/3/2023							119,578	(5)	5,211,209
	2/23/2024							47,513		2,070,617
	2/23/2024										63,350	(6)	2,760,793
	2/26/2025										24,604	(7)	1,072,242
	2/26/2025							49,209		2,144,528
	3/31/2025										132,819	(8)	5,788,252
	10/8/2025							50,673	(10)	2,208,329

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		Option Awards(1)						Stock Awards(2)
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable		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)
Patrick J. Haley	3/4/2022							17,679		770,451
	3/4/2022							61,876	(4)	2,696,556
	4/3/2023							39,860		1,737,099
	4/3/2023							139,508	(5)	6,079,759
	2/23/2024							47,513		2,070,617
	2/23/2024										63,350	(6)	2,760,793
	2/26/2025										23,858	(7)	1,039,732
	2/26/2025							47,718		2,079,550
	3/31/2025										159,383	(8)	6,945,911
Brenda J. Hefti, J.D., Ph.D.	3/4/2022							5,775		251,675
	3/4/2022							14,789	(4)	644,505
	2/29/2024							10,704		466,480
	2/29/2024										14,272	(6)	621,974
	2/26/2025										7,386	(7)	321,882
	2/26/2025							14,774		643,851
	3/31/2025										34,533	(8)	1,504,948
	12/3/2025							30,170	(11)	1,314,809

(1)  Option awards 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 option 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 the one-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. Vesting of all options issued to our NEOs are subject to acceleration as

described under “Potential Payments Upon Termination or Change in Control” below.

(2)  Amounts included here represent the outstanding RSU awards, PSU awards, and One-Time PSU Awards, which were issued

under our 2017 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. We have established February 15th, May 15th, August 15th and November 15th

as quarterly vesting dates. Vested shares will be delivered to the NEOs on the applicable quarterly vesting date, provided that

delivery may be delayed pursuant to the terms of the award agreement. 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

4, 5, 6, and 7. In addition, One-Time PSU Awards granted pursuant to our 2017 Plan vest based on the achievement of the

Stock-Price Performance Condition and Time-Based Service Requirement as described below in Footnote 8. Vesting of all RSU

awards, PSU awards and One-Time PSU Awards issued to our NEOs are subject to acceleration as described under “Potential

Payments Upon Termination or Change in Control” below.

(3)  For purposes of determining market value, we assumed a stock price of $43.58, the closing sale price per share of our common

stock on January 2, 2026, the last business day of our last fiscal year.

(4)Holders of 2022 PSU awards may earn up to 175% of the target number of shares depending on the level of achievement with

respect to the 2022 Relative TSR Goal (defined as our Relative TSR over the 2022 PSU Performance Period and such number of

shares earned from the 2022 PSU awards referred to as the 2022 PSU Certified Shares). 50% of the 2022 PSU Certified Shares

vest upon the Compensation Committee’s certification after the end of the 2022 PSU Performance Period, and 50% of the 2022

PSU Certified Shares vest on the first quarterly vesting date (i.e., February 15th, May 15th, August 15th and November 15th)

following the one-year anniversary of the Compensation Committee’s certification (assuming that such PSUs are not

accelerated). Because the performance criteria have been achieved within the 2022 PSU Performance Period, on January 16,

2025, the Compensation Committee certified maximum achievement for the 2022 PSU awards, resulting in the immediate

vesting of 50% of the 2022 PSU Certified Shares. The remaining 50% vested on February 15, 2026. For more information

96 Exelixis, Inc.

Table of Contents

regarding the PSUs granted in 2022, please see "Compensation Discussion and Analysis - 2025 Compensation Decisions - 2025

Long-Term Incentive Awards - 2022 Long-Term Incentive Awards Achievements" above.

(5)Holders of 2023 PSU awards may earn up to 175% of the target number of shares depending on the level of achievement with

respect to the 2023 Relative TSR Goal (defined as our Relative TSR over the 2023 PSU Performance Period and such number of

shares earned from the 2023 PSU awards referred to as the 2023 PSU Certified Shares). 50% of the 2023 PSU Certified Shares

vest upon the Compensation Committee’s certification after the end of the 2023 PSU Performance Period, and 50% of the 2023

PSU Certified Shares vest on the first quarterly vesting date (i.e., February 15th, May 15th, August 15th and November 15th)

following the one-year anniversary of the Compensation Committee’s certification (assuming that such PSUs are not

accelerated). Because the performance criteria have been achieved within the 2023 PSU Performance Period, on January 15,

2026, the Compensation Committee certified maximum achievement for the 2023 PSU awards, resulting in the immediate

vesting of 50% of the 2023 PSU Certified Shares and the remaining 50% will vest on February 15, 2027. For more information

regarding the PSUs granted in 2023, "Compensation Discussion and Analysis - 2025 Compensation Decisions - 2025 Long-Term

Incentive Awards - 2023 Long-Term Incentive Awards Achievements" above.

(6)Holders of 2024 PSU awards may earn up to 175% of the target number of shares depending on the level of achievement with

respect to the 2024 Relative TSR Goal (defined as our Relative TSR over the three-year performance period beginning December

30, 2023 and concluding on January 1, 2027, referred to as the 2024 PSU Performance Period, and such number of shares that

may be earned from the 2024 PSU awards referred to as the 2024 PSU Certified Shares). 50% of the 2024 PSU Certified Shares

vest upon the Compensation Committee’s certification after the end of the 2024 PSU Performance Period, and 50% of the 2024

PSU Certified Shares vest on the first quarterly vesting date (i.e., February 15th, May 15th, August 15th and November 15th)

following the one-year anniversary of the Compensation Committee’s certification (assuming that such PSUs are not

accelerated). The 2024 PSU awards will be forfeited if the performance condition at or above a threshold level is not achieved

by the end of the 2024 PSU Performance Period. For purposes of these calculations in the table above, we assumed a target

level of achievement with respect to the 2024 Relative TSR Goal for the 2024 PSU awards.

(7)Holders of 2025 PSU awards may earn up to 175% of the target number of shares depending on the level of achievement with

respect to the 2025 Relative TSR Goal (defined as our Relative TSR over the three-year performance period beginning January 4,

2025 and concluding on December 31, 2027, referred to as the 2025 PSU Performance Period, and such number of shares

earned from the 2025 PSU awards referred to as the 2025 PSU Certified Shares). 50% of the 2025 PSU Certified Shares vest

upon the Compensation Committee’s certification after the end of the performance period, and 50% of the 2025 PSU Certified

Shares vest on the first quarterly vesting date (i.e., February 15th, May 15th, August 15th and November 15th) following the

one-year anniversary of the Compensation Committee’s certification (assuming that such PSUs are not accelerated). The 2025

PSU awards will be forfeited if the performance condition at or above a threshold level is not achieved by the end of the 2025

PSU Performance Period. For purposes of these calculations in the table above, we assumed a threshold level of achievement

with respect to the 2025 Relative TSR Goal for the 2025 PSU awards. For more information regarding the PSUs granted in 2025,

please see “Compensation Discussion and Analysis—2025 Compensation Decisions—2025 Long-Term Incentive Awards—2025

PSU Awards” above.

(8)The One-Time PSU Awards granted in March 2025 will vest only upon the satisfaction of both the Stock-Price Performance

Condition and any Time-Based Service Requirement, as applicable, by the end of the One-Time PSU Performance Period. If the

Stock‑Price Performance Condition is not achieved during the One-Time PSU Performance Period, the One‑Time PSU Awards

will be forfeited in their entirety. For purposes of these calculations in the table above, we assumed achievement of both the

Stock-Price Performance Condition and Time-Based Service Requirement. For more information regarding the One‑Time PSU

Awards granted to NEOs in fiscal 2025, please see “Compensation Discussion and Analysis—2025 Compensation Decisions—

2025 One‑Time PSU Award (Special Equity Award Program)” above.

(9)The RSU award granted to Dr. Aftab in January 2023 in connection with his prior promotion to Executive Vice President,

Discovery and Translational Research and Chief Scientific Officer vested as to 1/4th of the shares subject to the RSU award on

February 15, 2024, as to the 1/4th of the shares subject to the RSU award on February 15, 2025 and thereafter will vest as to

1/4th of the number of shares subject to the RSU award on each February 15th until fully vested (assuming that such RSUs are

not accelerated).

(10)The RSU award granted to Dr. Aftab in October 2025 in connection with his promotion to Executive Vice President, Research &

Development will vest as to 1/4th of the shares subject to the RSU award on November 15, 2026 and thereafter will vest as to

1/4th of the number of shares subject to the RSU award on each November 15th until fully vested (assuming that such RSUs are

not accelerated).

(11)The RSU award granted to Dr. Hefti in December 2025 in connection with her promotion will vest as to 1/4th of the shares

subject to the RSU award on February 15, 2027 and thereafter will vest as to 1/4th of the number of shares subject to the RSU

award on each February 15th until fully vested (assuming that such RSUs are not accelerated).

2026 Proxy Statement 97

Table of Contents Compensation of Executive Officers | Option Exercises and Stock Vested

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 January 2, 2026.

Options Exercised and Stock Vested in Fiscal 2025

	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.	308,365	7,971,235		568,116	22,412,128
Christopher J. Senner	129,314	3,228,267		183,496	7,315,532
Dana T. Aftab, Ph.D.	—	—		169,103	6,619,992
Patrick J. Haley	116,383	3,404,742		167,444	6,660,465
Brenda J. Hefti, J.D., Ph.D.	11,625	195,981		35,514	1,398,108
Jeffrey J. Hessekiel, J.D.	—	—		162,119	6,455,721
Amy C. Peterson, M.D.	80,000	1,678,720		20,530	916,665

(1)    “Value Realized on Exercise” reflects the closing market price of our common stock on the applicable exercise date, net of the

applicable exercise price, multiplied by the number of shares acquired upon exercise of stock options.

(2)    “Value Realized on Vesting” reflects the closing market price of our common stock on the applicable vesting date, multiplied by

the number of units vested.

Potential Payments Upon Termination or Change in Control

Change in Control and Severance Benefit Plan

The Board, upon recommendation of the Compensation Committee, has adopted a CIC Plan that provides for certain

severance benefits to our officers in connection with specified termination events. Eligible CIC Plan participants may

include any employee having a rank of vice president or above, which includes our NEOs.

If an NEO’s employment terminates due to a “Covered Termination”, which is either an involuntary termination

without cause or a constructive termination, occurring within three months prior to and 15 months following the

effective date of a change in control event (Change in Control Period, and such termination, a Change in Control

Termination), then the NEO would be entitled to the following benefits under the CIC Plan:

››a cash payment paid in lump sum or in installments pursuant to our regularly scheduled payroll periods

equal to the sum of the NEO’s base salary and target bonus for (i) 18 months for NEOs (other than the

Chief Executive Officer) and (ii) 24 months for the Chief Executive Officer;

››the vesting of all of the NEO’s unvested options, RSUs, PSUs and cash incentive awards (other than annual

cash bonus awards) will accelerate in full (and with respect to awards that are subject to performance-

based vesting conditions or requirements, the acceleration of vesting will be deemed to be satisfied at the

target level of performance or at a level above the target level of performance if such higher level of

performance has been earned prior to the effective date of a change in control event), and the exercise

period of the 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 event; and (ii) the post-termination exercise period provided

for in the applicable option agreement;

››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 NEOs (other than the Chief Executive Officer)

and (ii) 24 months for the Chief Executive Officer;

››payment of outplacement services for (i) 18 months for NEOs (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; and

98 Exelixis, Inc.

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››any earned but unpaid annual cash bonuses for the fiscal year ending on or before the termination date.

In the event of a Covered Termination of an NEO that is not also a Change in Control Termination (Non-Change in

Control Termination), such NEO would be entitled to receive under the CIC Plan:

››a cash payment paid in lump sum or in installments pursuant to our regularly scheduled payroll periods

equal to the NEO’s base salary for (i) 12 months for NEOs (other than the Chief Executive Officers) and

(ii) 18 months for the Chief Executive Officer;

››a bonus payment equal to the pro-rata portion of the NEO’s annual cash bonus, calculated based on

completed calendar months worked in that fiscal year in which the Non-Change in Control Termination

occurs and the corporate performance determined by the Compensation Committee with respect to that

fiscal year’s Annual Cash Bonus Plan, payable at the same time as such annual cash bonuses are paid to

other NEOs or similarly situated employees;

››any earned but unpaid annual cash bonuses for the fiscal year ending on or before the termination

date; and

››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) 12 months for NEOs (other than the Chief Executive Officer)

and (ii) 18 months for the Chief Executive Officer.

However, in the event of a Non-Change in Control Termination, such NEO would not be entitled to any vesting

acceleration benefits.

The payments and benefits described above are subject to certain reductions and offsets if, for example, the NEO

received other severance benefits from us pursuant to a written employment agreement. In addition, if any of the

severance benefits payable under the CIC Plan would constitute a “parachute payment” subject to the excise tax

imposed by Section 4999 of the Internal Revenue Code, an NEO may receive a reduced amount of the affected

severance benefits. The CIC Plan does not provide for the gross-up of any excise taxes imposed by Section 4999 of the

Code. No NEO would receive benefits under the CIC Plan if (i) the NEO has entered into an individually negotiated

employment agreement that provides for severance or change in control benefits which are more favorable, as a

whole, to such NEO than the severance or change in control benefits available to such NEO under the CIC Plan, (ii) the

NEO 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 NEO 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 CIC Plan and if requested by Exelixis, an NEO must execute a general waiver and release of claims, and such

release must become effective in accordance with its terms. An NEO’s right to receive payment of benefits under the

CIC Plan will immediately terminate if, as determined by Exelixis in its sole discretion, at any time prior to or during the

period the NEO is receiving such benefits, the NEO, 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, and the conduct in (i) or (ii), as applicable, is

not timely cured.

Treatment of Equity Awards under the 2017 Plan

Pursuant to our 2017 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 2017 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, which was not approved by the Board prior to

the consummation of such transaction (a Control Acquisition), then stock awards held by participants whose service

has not terminated will be accelerated in full.

Treatment of One-Time PSU Awards under the Special Equity Award Program

Vesting of the One-Time PSU Awards will generally cease upon termination of continuous service for any reason except

for termination due to death or disability, or termination without cause or for good reason in connection with certain

change-in-control events of the company. In connection with a change in control that is not a Control Acquisition, the

2026 Proxy Statement 99

Table of Contents Compensation of Executive Officers | Potential Payments Upon Termination or Change in Control

Stock-Price Performance Condition of the One-Time PSU Awards, to the extent not satisfied, will be evaluated based on

the change-in-control stock price. If the change-in-control stock price equals or exceeds $60, the Stock-Price

Performance Condition will be deemed satisfied, but the One-Time PSU Awards will generally remain subject to the

Time-Based Service Requirement, unless (i) the surviving corporation does not assume or substitute the awards, in

which case the One-Time PSU Awards will vest as of the date of the change in control; or (ii) the participant is

terminated without cause (other than due to death or disability) or resigns for good reason within three months before

and 15 months after the change in control, in which case the One-Time PSU Awards will vest as of the later of the date

of the change in control and the date of such termination. If the change-in-control stock price is below $60, the One-

Time PSU Awards will be forfeited.

If a grantee’s continuous service is terminated as a result of the grantee’s death, the One-Time PSU Award will

immediately vest on the date of such termination.

If a grantee’s continuous service is terminated as a result of the grantee’s disability, the One-Time PSU Award will

remain outstanding. If the performance condition is satisfied during the performance period, a pro-rata portion of the

One-Time PSU Award will vest and be paid out to the grantee based on the number of days of the grantee’s continuous

service during the performance period. Any remaining portion of the One-Time PSU Award will be forfeited.

In the event of a Control Acquisition, the One-Time PSU Awards will vest in full, in accordance with the terms of the

2017 Plan.

The following table sets forth the potential severance payments and benefits under our CIC Plan to which an NEO

would be entitled in connection with specified termination events, as if such NEO’s employment terminated as of

January 2, 2026, the last day of our last fiscal year, and where applicable, a change in control of the company occurred

on January 2, 2026, and the change in control stock price is $43.58, the closing sale price per share of our common

stock on January 2, 2026. In addition, the table sets forth the amounts to which such NEOs 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 (and with respect to PSU awards granted to each NEO, a change in

control transaction in which a successor corporation does assume outstanding stock awards), or (ii) an entity or group

acquired more than 50% of our combined voting power, in each case, as of January 2, 2026. There are no other

agreements, arrangements or plans that entitle any of the above-mentioned NEOs 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 NEO’s death or

disability.

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Potential Payments Table

The following table shows the potential payments upon termination of employment or a change in control event for

the NEOs. The table assumes that the triggering event took place on January 2, 2026, the last day of our 2025

fiscal year, and the change in control stock price is $43.58, the closing sale price per share of our common stock on

January 2, 2026.

Potential Payments Upon Termination or Change in Control Table

		Change in Control and Severance Benefit Plan			Equity Plans
Name	Benefit	Change in Control Termination ($)(1)	Non-Change in Control Termination ($)(2)		Certain Change in Control Transactions without Termination ($)(3)	Control Acquisition ($)(5)
Michael M. Morrissey, Ph.D.	Base Salary	2,633,506	1,975,130		—	—
	Bonus	2,633,506	1,382,591		—	—
	Vesting Acceleration (4)	78,514,817	—		78,514,817	104,214,771
	COBRA Payments	56,000	42,000		—	—
	Outplacement Services	50,000	—		—	—
Benefit Total		83,887,829	3,399,721		78,514,817	104,214,771
Christopher J. Senner	Base Salary	1,244,358	829,572		—	—
	Bonus	622,179	435,525		—	—
	Vesting Acceleration (4)	23,562,573	—		23,562,573	30,791,565
	COBRA Payments	64,512	43,008		—	—
	Outplacement Services	30,000	—		—	—
Benefit Total		25,523,622	1,308,105		23,562,573	30,791,565
Dana T. Aftab, Ph.D.	Base Salary	1,050,000	700,000		—	—
	Bonus	525,000	367,500		—	—
	Vesting Acceleration (4)	23,124,593	—		23,124,593	28,912,845
	COBRA Payments	50,269	33,513		—	—
	Outplacement Services	30,000	—		—	—
Benefit Total		24,779,862	1,101,013		23,124,593	28,912,845
Patrick J. Haley	Base Salary	939,626	626,417		—	—
	Bonus	469,813	328,869		—	—
	Vesting Acceleration (4)	20,274,375	—		20,274,375	27,220,286
	COBRA Payments	116,292	77,528		—	—
	Outplacement Services	30,000	—		—	—
Benefit Total		21,830,106	1,032,814		20,274,375	27,220,286
Brenda J. Hefti, J.D., Ph.D.	Base Salary	787,500	525,000		—	—
	Bonus	275,625	192,938		—	—
	Vesting Acceleration (4)	4,587,145	—		4,587,145	6,092,093
	COBRA Payments	64,512	43,008		—	—
	Outplacement Services	30,000	—		—	—
Benefit Total		5,744,782	760,946		4,587,145	6,092,093

2026 Proxy Statement 101

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(1)These benefits would be payable under the Change in Control and Severance Benefit Plan if the Covered Termination occurred

within the Change in Control Period, or under the award agreements of the One-Time PSU Awards, if a termination without

cause (other than due to death or disability) or for good reason occurred within the Change in Control Period, in connection

with a change in control that is not a Control Acquisition. The amounts shown in this column do not include any value

associated with the extension, if any, of the post-termination exercise period provided for in the Change in Control and

Severance Benefit Plan. As the change in control is not a Control Acquisition, and the Stock-Price Performance Condition was

not satisfied as of January 2, 2026, the One-Time PSU Awards would be forfeited, and the vesting acceleration benefit for each

NEO with respect to the One-Time PSU Awards would be $0.

(2)These benefits would be payable under the Change in Control and Severance Benefit Plan if the Covered Termination occurred

outside of the Change in Control Period, or under the award agreements of the One-Time PSU Awards, if a termination without

cause (other than due to death or disability) or for good reason occurred outside of the Change in Control Period. For purposes

of the bonus payments described in this column, the amount for each NEO is calculated based on the Compensation

Committee’s corporate performance determination of 105% achievement with respect to the pre-determined corporate goals

under the Annual Cash Bonus Plan for fiscal 2025, and without regard to any individual performance determination or

discretionary bonus payments.

(3)These benefits would be payable under the 2017 Plan (including the award agreements of the One-Time PSU Awards) if a

successor corporation does not assume outstanding stock awards in a change in control transaction that is not a Control

Acquisition and the NEOs do not terminate employment in connection with such a transaction or event.

        In addition, if a successor corporation does assume outstanding stock awards in a change in control transaction and the NEOs

do not terminate employment in connection with such a transaction, then each NEO’s then-outstanding PSU awards (excluding

the One-Time PSU Awards) will be revised in a manner as though the target number of shares subject to such PSUs had been

subject solely to a time-based vesting schedule pursuant to which one third of the target number of shares subject to such PSUs

would have vested on each of the first three anniversaries of the date the PSUs were granted, subject to the NEO’s continuous

service through the applicable vesting date (with any portion that would have vested on or prior to the change in control

transaction under such vesting schedule becoming vested on the date of the change in control transaction and any portion that

is unvested following the date of the change in control transaction vesting in accordance with such vesting schedule). With

respect to PSU awards granted in February 2025, the vesting acceleration benefit for each NEO would be $0 because the first

anniversary of the grant date had not yet occurred as of January 2, 2026. With respect to the One-Time PSU Awards granted in

March 2025, if the Stock-Price Performance Condition was satisfied in connection with such change in control transaction, the

vesting of unvested One-Time PSU Awards would not accelerate, and the One-Time PSU Awards would remain subject to the

Time-Based Service Requirement for the remainder of the One-Time PSU Performance Period, and if the Stock-Price

Performance Condition was not met, the One-Time PSU Awards will be forfeited. For the One-Time PSU Awards granted in

March 2025, the Stock-Price Performance Condition had not been satisfied as of January 2, 2026, assuming the change in

control stock price is $43.58, the closing sale price per share of our common stock on January 2, 2026, the vesting acceleration

benefit for each NEO would be $0 in a change in control that is not a Control Acquisition. With respect to PSU awards granted

during fiscal 2022, fiscal 2023 and fiscal 2024, the vesting acceleration benefit for each NEO would be as follows:

Name	Vesting Acceleration  Benefit for Outstanding PSUs Granted in 2022 ($)	Vesting Acceleration  Benefit for Outstanding PSUs Granted in 2023 ($)	Vesting Acceleration  Benefit for Outstanding PSUs Granted in 2024 ($)
Michael M. Morrissey, Ph.D.	10,311,638	15,923,348	3,510,630
Christopher J. Senner	2,897,503	4,342,703	1,192,915
Dana T. Aftab, Ph.D.	2,268,470	3,474,110	920,235
Patrick J. Haley	2,696,556	4,053,158	920,235
Brenda J. Hefti, J.D., Ph.D.	644,505	—	207,310

(4)Assumes that the triggering event occurred on January 2, 2026, the last business day of our last fiscal year, when the closing

sale price per share of our common stock was $43.58. 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 $43.58 over the relevant exercise price of the option,

multiplied by (B) the number of shares underlying unvested options at such exercise price as of January 2, 2026; and (ii)

aggregating for all accelerated RSUs and PSUs, the amount equal to (X) $43.58 multiplied by (Y) the number of shares

underlying the unvested RSUs and PSUs at target.

(5)The benefits below would be payable under the 2017 Plan (including the award agreements of the One-Time PSU Awards) if a

Control Acquisition occurred. With respect to One-Time PSU Awards granted to each NEO, which will vest in full in the event of

a Control Acquisition, the vesting acceleration benefit for each NEO if a Control Acquisition occurred would be as follows:

102 Exelixis, Inc.

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Name	Vesting Acceleration Benefit for Outstanding One-Time PSU Awards in a Control Acquisition ($)
Michael M. Morrissey, Ph.D.	25,699,954
Christopher J. Senner	7,408,992
Dana T. Aftab, Ph.D.	5,788,252
Patrick J. Haley	6,945,911
Brenda J. Hefti, J.D., Ph.D.	1,504,948

CEO 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 Regulation S-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 (including employees of

our consolidated subsidiaries), except for our Chief Executive Officer, both calculated in accordance with the

requirements of Item 402(c)(2)(x) of Regulation S-K.

To determine the median of the annual total compensation of all of 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).

Consistent with the process we adopted for prior fiscal years, to determine the median of the annual total

compensation of all 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, 2025.

››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 2025 base

salary (using a reasonable estimate of the hours worked and overtime actually paid during fiscal 2025 for

hourly employees); (ii) target cash bonus; and (iii) the grant date fair value of any equity awards granted

during fiscal 2025 (using the same methodology that we use for estimating the value of the equity awards

granted to our NEOs and reported in our Summary Compensation Table).

››In making this determination, we annualized the base salary and target cash bonus for all full-time and

part-time employees who were employed by us for less than the entirety of fiscal 2025.

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 2025, the median of the annual total compensation of our employees (other

than our Chief Executive Officer) was $410,693 and the annual total compensation of our Chief Executive Officer, as

reported in the Summary Compensation Table included in this Proxy Statement, was $33,239,183. Based on this

information, our CEO Pay Ratio for fiscal 2025 was 81 to 1.

This CEO Pay Ratio represents our reasonable estimate calculated in a manner consistent with Item 402(u) of

Regulation S-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

and apply certain exclusions. 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.

2026 Proxy Statement 103

Table of Contents Compensation of Executive Officers | Pay Versus Performance

Neither the Compensation Committee nor our management used our fiscal CEO Pay Ratio for fiscal 2025 in making

compensation decisions.

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of

Regulation S-K, this section provides information about the relationship between compensation reported in the

Summary Compensation Table and “compensation actually paid,” as calculated under the SEC’s rules, to our principal

executive officer (PEO) and our non-PEO NEOs, as well as certain financial performance measures. The disclosure

covers our five most recent fiscal years. The disclosure included in this section is prescribed by SEC rules and does not

necessarily align with how our company or the Compensation Committee view the link between our company’s

performance and executive compensation for our PEO and our non-PEO NEOs. For additional information about our

pay-for-performance philosophy and how we align executive compensation with company performance, please refer to

the “Compensation Discussion and Analysis” section of this Proxy Statement.

Required Tabular Disclosure of Pay Versus Performance

The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation

Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of

the term “compensation actually paid” is required by the SEC’s rules and, as a result of the calculation methodology

required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation

decisions described in the “Compensation Discussion and Analysis” section of this Proxy Statement.

Pay Versus Performance

					Value of Initial Fixed $100 Investment Based On:		Net Income (millions) ($)	Net Product Revenues (millions) ($)(5)
Year	Summary Compensation Table Total for PEO ($)(1)	Compensation Actually Paid to PEO ($)(1)(2)	Average Summary Compensation Table Total for Non-PEO NEOs ($)(1)	Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2)	Total Stockholder Return ($)(3)	Peer Group Total Stockholder Return ($)(4)
2025	33,239,183	55,131,172	9,093,339	5,300,849	217	125	782.6	2,122.8
2024	12,732,048	39,392,518	4,119,867	11,247,723	200	122	521.3	1,809.4
2023	16,423,307	31,702,754	5,505,198	7,804,316	141	121	207.8	1,628.9
2022	16,877,545	16,020,538	5,149,608	5,038,751	94	116	182.3	1,401.2
2021	7,530,431	15,297,662	3,510,384	5,612,040	107	129	231.1	1,077.3

(1)  Dr. Morrissey was our PEO for each year presented. The individuals comprising the non-PEO NEOs for each year presented are

as follows: (i) for 2025 Mr. Senner, Dr. Aftab, Mr. Haley, Dr. Hefti, Mr. Hessekiel and Dr. Peterson (ii) for 2024, Mr. Senner, Dr.

Aftab, Dr. Peterson and Mr. Hessekiel; (iii) for 2023, Mr. Senner, Dr. Aftab, Dr. Peterson, Mr. Hessekiel and Dr. Goodman; (iv) for

2022, Mr. Senner, Dr. Goodman, Mr. Haley and Mr. Hessekiel; (iv) for 2021, Mr. Senner, Mr. Haley, Mr. Hessekiel, Dr. Peter

Lamb and Dr. Gisela M. Schwab.

(2)  Compensation actually paid, as calculated under the SEC’s rules, requires making certain adjustments to the “Total” column of

the Summary Compensation Table to reflect the exclusion and inclusion of certain amounts for the PEO and the Non-PEO NEOs;

the tables set forth below reflect those adjustments. Equity values in the tables below are calculated in accordance with FASB

ASC Topic 718. Amounts in the “Exclusion of Stock Awards and Options Awards” column of the tables below are the totals from

the “Stock Awards” and “Option Awards” columns set forth in the Summary Compensation Table. The differences between the

amounts in the “Total” column of the Summary Compensation Table and the “compensation actually paid” are primarily

attributable to the appreciation in the price of our common stock and the annual vesting of RSU and earned PSU awards, as well

as the value recognized upon or following achievement of performance targets for the PSU awards during the year.

Year	Summary Compensation Table Total for PEO ($)	Exclusion of Stock Awards and Options Awards for PEO ($)	Inclusion of Equity Values for PEO ($)	Compensation Actually Paid to PEO ($)
2025	33,239,183	(30,539,552)	52,431,541	55,131,172

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Year	Average Summary Compensation Table Total for Non-PEO NEOs ($)	Average Exclusion of Stock Awards and Options Awards for Non-PEO NEOs ($)	Average Inclusion of Equity Values for Non-PEO NEOs ($)	Average Compensation Actually Paid to Non-PEO NEOs ($)
2025	9,093,339	(7,848,228)	4,055,738	5,300,849

The amounts in the “Inclusion of Equity Values” columns in the tables above are derived from the amounts set forth in

the following tables:

Year	Year End Fair Value of Equity Awards Granted During Year That Remained Outstanding and Unvested as of Last Day of Year for PEO ($)	Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years for PEO ($)	Fair Value as of Vesting Date of Equity Awards Granted and Vested During Year for PEO ($)	Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested During Year for PEO ($)	Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($)	Total – Inclusion of Equity Values for PEO ($)
2025	35,083,767	14,039,301	—	3,308,473	—	52,431,541

Year	Average Year End Fair Value of Equity Awards Granted During Year That Remained Outstanding and Unvested as of Last Day of Year for Non- PEO NEOs ($)	Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years for Non- PEO NEOs ($)	Average Fair Value as of Vesting Date of Equity Awards Granted and Vested During Year for Non- PEO NEOs ($)	Average Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested During Year for Non-PEO NEOs ($)	Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non- PEO NEOs ($)	Total – Average Inclusion of Equity Values for Non-PEO NEOs ($)
2025	5,747,017	1,974,796	—	787,702	(4,453,777)	4,055,738

(3)  Represents the company’s cumulative TSR. Cumulative TSR is calculated by dividing (i) the sum of (a) the cumulative amount of

dividends for the measurement period, assuming dividend reinvestment, and (b) the difference between our share price at the

end and the beginning of the measurement period, by (ii) our share price at the beginning of the measurement period. The

beginning of the measurement period for each year in the table is January 1, 2021. Cumulative TSR is calculated assuming an

investment of $100 in our common stock on January 1, 2021.

(4)  Represents the cumulative peer group TSR, weighted according to the respective companies’ stock market capitalization at the

beginning of each period for which a return is indicated. The peer group used for this purpose is the Nasdaq Biotechnology

Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our annual

reports for each of the years in the table.

(5)  SEC rules require us to designate a “Company-Selected Measure” that in our assessment represents the most important

financial performance measure used by us to link the compensation actually paid to our PEO and non-PEO NEOs, for the most

recently completed fiscal year, to our performance. We have selected net product revenues as this measure.

2026 Proxy Statement 105

Table of Contents Compensation of Executive Officers | Pay Versus Performance

Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship of the

“compensation actually paid” figures that are included in the pay versus performance tabular disclosure above, to (1)

our cumulative TSR and that of the Nasdaq Biotechnology index, (2) our net income, and (3) our net product revenues,

which is our company-selected measure. In addition, the first graph below further illustrates the relationship between

our TSR and that of the Nasdaq Biotechnology Index. As noted above, “compensation actually paid” for purposes of the

tabular disclosure and the following graphs was calculated in accordance with SEC rules and does not fully represent

the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years. The graph

assumes that $100 was invested on January 1, 2021 in each of our common stock and the Nasdaq Biotechnology Total

Return Index and assumes reinvestment of any dividends.

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2026 Proxy Statement 107

Table of Contents Compensation Committee Interlocks and Related Party Transactions

Required Tabular Disclosure of Most Important Performance Measures

The most important performance measures used to link “compensation actually paid” to our NEOs for 2025 to

company performance are set forth below. For 2025, the company used fewer than three financial performance

measures to link “compensation actually paid” to our NEOs to company performance. For further information

regarding these performance metrics and their function in our executive compensation program, please refer to the

“Compensation Discussion and Analysis” section of this Proxy Statement.

Relative TSR

Net Product Revenues

All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by

reference into 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, except to the extent we specifically incorporate such information by reference.

COMPENSATION COMMITTEE INTERLOCKS AND

INSIDER PARTICIPATION

During 2025, the Compensation Committee comprised Ms. Smith, Mr. Oliver and Drs. Eckhardt and Papadopoulos.

None of the members of the Compensation Committee during 2025 has at any time been an officer or employee of

Exelixis. 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.

CERTAIN 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 Related 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 Exchange 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% 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 2025, other than as follows:

During 2025, 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

January 2, 2026 and January 3, 2025, the fair value of cash and investments managed by BlackRock was $481.8 million

and $568.0 million, respectively, which included $16.5 million and $5.5 million invested in the BlackRock Liquidity

Money Market Fund. We incurred $0.3 million in fees for BlackRock advisory services performed during the year ended

January 2, 2026.

108 Exelixis, Inc.

Table of Contents Householding of Proxy Materials

HOUSEHOLDING OF 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 Proxy Materials or other Annual Meeting materials with respect to two or more

stockholders sharing the same address by delivering a single set of the proxy materials 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 set of the proxy materials 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 set of proxy materials, please notify your broker or direct your written request to Investor Relations,

Exelixis, Inc., 1851 Harbor Bay Parkway, Alameda, California 94502 or contact Exelixis, Inc., Investor Relations at

(650) 837-7000. Stockholders who currently receive multiple copies of the proxy materials at their address and would

like to request householding of their communications should contact their broker.

ANNUAL REPORT ON FORM 10-K

A copy of our Annual Report on Form 10-K for the fiscal year ended January 2, 2026, 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., 1851 Harbor Bay Parkway, Alameda, California 94502.

OTHER 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

Brenda J. Hefti, J.D., Ph.D.

Senior Vice President and General Counsel

Alameda, California

April 15, 2026

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FAQ

What are the key proposals in Exelixis (EXEL) 2026 annual meeting proxy?

Stockholders will vote to elect eleven directors, ratify Ernst & Young LLP as auditor, amend and restate the 2017 Equity Incentive Plan to add 2,000,000 shares, approve Say on Pay for named executive officers, and transact any other properly presented business.

When and how will Exelixis (EXEL) hold its 2026 annual stockholder meeting?

The 2026 annual meeting is on May 26, 2026, at 9:00 a.m. Pacific Time. It will be held virtually via live webcast at www.virtualshareholdermeeting.com/EXEL2026, with voting and questions enabled using each holder’s unique 16‑digit control number.

How did Exelixis (EXEL) perform financially in fiscal year 2025?

Exelixis reported total 2025 revenue of $2.32 billion, a 7% year‑over‑year increase, marking its ninth consecutive year of operating profitability. Growth reflected continued strength of the cabozantinib franchise while the company advanced its oncology pipeline and maintained balance sheet discipline.

What is changing in Exelixis (EXEL) 2017 Equity Incentive Plan?

Stockholders are asked to approve an amendment and restatement of the 2017 Equity Incentive Plan that, among other changes, increases shares authorized for issuance by 2,000,000. The company notes a one‑time broad equity award to employees supporting ownership culture and retention.

What major drug development milestones does Exelixis (EXEL) highlight in the proxy?

Exelixis reports pivotal data and filing of its first New Drug Application for zanzalintinib, which the FDA accepted for review in early 2026. It initiated a third pivotal zanzalintinib trial, planned additional studies, and continued advancing its broader oncology portfolio during 2025.

How many Exelixis (EXEL) shares are entitled to vote at the 2026 meeting?

On the March 31, 2026 record date, 254,008,174 shares of common stock were outstanding and entitled to vote. Each share carries one vote on all proposals, including director elections, auditor ratification, equity plan amendment, and the advisory executive compensation resolution.

How can Exelixis (EXEL) stockholders vote their shares for the 2026 meeting?

Stockholders of record may vote online at proxyvote.com, by telephone, by mailing a signed proxy card, or during the virtual meeting using a 16‑digit control number. Beneficial owners must follow instructions from their broker, bank, or other record holder to provide voting directions.