Independent
Tenure on this board
8.3 yrs
Also a director at
Oneim Acquisition Corp (OIM)
5 nominees · 4 ballot items.
Elect five directors; advisory vote on executive compensation (Say-on-Pay); ratify Deloitte & Touche LLP as independent auditor for 2026; approve the 2026 Equity Incentive Plan (9,000,000-share reserve, contingent awards).
Elect five director nominees (Mark A. DiPaolo, Jules Haimovitz, Sarah J. Schlesinger, M.D., Derek A. Small, and Pavel Raifeld) to serve until the 2027 Annual Meeting.
Non-binding advisory vote to approve compensation of named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables.
Ratify the appointment of Deloitte & Touche LLP as Innoviva’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve and adopt the Innoviva, Inc. 2026 Equity Incentive Plan, reserving 9,000,000 shares for issuance, including contingently approved awards to executives and others subject to stockholder approval.
The 2026 Equity Incentive Plan asks shareholders to approve a new equity plan reserving 9,000,000 shares (≈10% of fully diluted stock) to replace the 2012 Plan and to authorize contingent grants previously approved by the Compensation Committee: 875,077 options and 508,676 RSUs to executives and other employees, including specific allocations to CEO Pavel Raifeld (312,500 options; 126,646 RSUs), CFO Stephen Basso (93,750 options; 37,994 RSUs) and CAO Marianne Zhen (31,500 options; 12,766 RSUs). Management seeks approval to ensure the company can continue to attract and retain talent, align employees’ interests with shareholders, and support anticipated grant activity through roughly 2031; the board contends the share reserve was sized with input from an independent compensation consultant and that the plan includes stockholder-friendly features (no repricing without approval, fungible share counting, limits on director awards, clawback policy, no automatic grants or tax gross-ups). If not approved, contingent awards will not be granted and the company will continue to grant under the existing 2012 Plan, which the board says would impair retention and recruitment. The plan contains standard governance protections, a 1.45:1 fungible count for full-value awards, a 10-year option term limit (with blackout-period extension), and double-trigger protections on assumed awards; the board recommends a FOR vote citing competitiveness, retention, and alignment rationales. The Compensation Committee approved contingent awards to be granted immediately after shareholder approval; those awards and the proposed reserve represent a meaningful near-term dilution (9,000,000 shares ≈10% of fully diluted shares) but appear sized based on historical burn-rate and an independent consultant’s benchmarking; approval requires a majority of votes cast.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.74% | 7,928,835 | $185M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 5.77% | 4,258,147 | $99M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.72% | 4,224,951 | $98M |
| 4 | RENAISSANCE TECHNOLOGIES LLC | 5.49% | 4,055,632 | $94M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.26% | 3,141,581 | $73M |
| 6 | STATE STREET CORP | 4.15% | 3,060,377 | $71M |
| 7 | MILLENNIUM MANAGEMENT LLC | 3.09% | 2,279,451 | $53M |
| 8 | BlackRock, Inc. | 2.92% | 2,152,302 | $50M |
| 9 | Sarissa Capital Management LPActivist | 2.89% | 2,130,950 | $50M |
| 10 | SYSTEMATIC FINANCIAL MANAGEMENT LP | 2.68% | 1,981,665 | $46M |
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