We have an equity incentive plan under which we granted stock options and RSUs, including PSUs, to employees and directors. As of December 31, 2024, 28.6 million shares were available for grant under the Exelixis, Inc. 2017 Equity Incentive Plan (as amended and restated, the 2017 Plan). The share reserve is reduced by 1 share for each share issued pursuant to a stock option and 2 shares for full value awards, including RSUs and PSUs.

The Board of Directors delegated responsibility for administration of our equity incentive plan to the Compensation Committee of our Board of Directors, including the authority to determine the term, exercise price and vesting requirements of each grant. Stock options granted to our employees and directors generally have a four-year vesting term and a one-year vesting term, respectively, an exercise price equal to the fair market value on the date of grant, and a seven-year life from the date of grant. RSUs granted to our employees and directors generally have a four-year vesting term and a one-year vesting term, respectively. PSUs granted pursuant to our equity incentive plans vest upon specified service conditions and the achievement of a performance target or market condition.

We have adopted a Change in Control and Severance Benefit Plan for certain executive officers. Eligible Change in Control and Severance Benefit Plan participants include employees with the title of vice president and above. If a participant’s employment is terminated without cause during a period commencing three months before and ending fifteen months following a change in control, as defined in the plan document, then the Change in Control and Severance Benefit Plan participant is entitled to have the vesting of all their outstanding equity awards accelerated and the exercise period for their stock options extended to no more than one year.

On May 30, 2024, at the 2024 Annual Meeting of Stockholders, our stockholders approved the amendment and restatement of the Exelixis, Inc. 2000 Employee Stock Purchase Plan (as amended and restated, the Amended ESPP). The amendment and restatement increased the share reserve by 6.0 million shares. Our Amended ESPP allows for qualified employees (as defined in the Amended ESPP) to purchase shares of our common stock at a price equal to the lower of 85% of the closing price at the beginning of the offering period or 85% of the closing price at the end of each six-month purchase period. As of December 31, 2024, we had 7.0 million shares available for issuance under our Amended ESPP. Pursuant to the Amended ESPP, we issued 0.7 million, 0.9 million and 0.6 million shares of common stock at an average price per share of $18.23, $14.56 and $16.63 during the years ended December 31, 2024, 2023 and 2022, respectively. Cash received from purchases under the Amended ESPP for the years ended December 31, 2024, 2023 and 2022 was $12.1 million, $12.7 million and $10.1 million, respectively.


	Year Ended December 31,
	2024		2023		2022
Stock options:
Risk-free interest rate	4.40	%	4.14	%	2.35	%
Dividend yield	—	%	—	%	—	%
Volatility	39	%	44	%	48	%
Expected life	5.6 years		5.6 years		4.6 years
ESPP:
Risk-free interest rate	5.15	%	5.07	%	1.49	%
Dividend yield	—	%	—	%	—	%
Volatility	34	%	40	%	45	%
Expected life	6 months		6 months		6 months

We considered both implied and historical volatility in developing our estimate of expected volatility. The assumption for the expected life of stock options is based on historical exercise patterns and post-vesting termination behavior. The risk-free interest rate is based on U.S. Treasury rates with the same or similar term as the underlying award. Our dividend rate is based on historical experience and our investors’ current expectations.


	Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
Stock options outstanding at December 31, 2023	8,208	$	21.24	2.7 years	$	24,115
Granted	124	$	22.46
Exercised	(3,051)	$	21.78
Cancelled	(665)	$	23.22
Stock options outstanding at December 31, 2024	4,616	$	20.64	2.5 years	$	61,551
Stock options exercisable at December 31, 2024	4,106	$	20.58	2.2 years	$	54,974

The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between our closing stock price on the last trading day of fiscal year 2024 and the exercise prices, multiplied by the number of in-the-money stock options) that would have been received by the stock option holders had all stock option holders exercised their stock options on December 31, 2024. The total intrinsic value of stock options exercised during the years ended December 31, 2024, 2023 and 2022 was $16.7 million, $16.7 million and $36.5 million, respectively. Cash received from stock option exercises during the years ended December 31, 2024, 2023 and 2022 was $49.6 million, $20.8 million and $13.9 million, respectively.


	Shares	Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
RSUs outstanding at December 31, 2023	11,874	$	22.72	1.7 years	$	284,856
Awarded	5,974	$	21.74
Vested and released	(2,845)	$	20.71
Forfeited	(2,063)	$	21.86
RSUs outstanding at December 31, 2024	12,940	$	22.84	1.5 years	$	439,580


	Shares	Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
PSUs outstanding at December 31, 2023	3,891	$	23.60	1.3 years	$	93,351
Awarded	192	$	24.54
Vested and released	(901)	$	23.87
Forfeited	(2,733)	$	23.42
PSUs outstanding at December 31, 2024	449	$	24.54	0.1 years	$	15,257

In February 2024, we awarded to certain employees an aggregate of 1.3 million RSUs (the target number) that are subject to a total shareholder return (TSR) market condition (the 2024 TSR-based RSUs). The TSR market condition is based on our relative TSR percentile rank compared to companies in the Nasdaq Biotechnology Index during the performance period, which is December 30, 2023 through January 1, 2027. Depending on the results relative to the TSR market condition, the holders of the 2024 TSR-based RSUs may earn up to 175% of the target number of shares. 50% of the shares earned pursuant to the 2024 TSR-based RSU awards will vest shortly after the end of the performance period, and the remainder will vest approximately one year later, subject to an employee’s continuous service. These 2024 TSR-based RSUs will be forfeited if the market condition at or above a threshold level is not achieved at the end of the performance period on January 1, 2027.

In April 2023, we awarded to certain employees an aggregate of 0.8 million RSUs (the target amount) that are subject to a TSR market condition (the 2023 TSR-based RSUs). The TSR market condition is based on our relative TSR percentile rank compared to companies in the Nasdaq Biotechnology Index during the performance period, which is December 31, 2022 through January 2, 2026. Depending on the results relative to the TSR market condition, the holders of the 2023 TSR-based RSUs may earn up to 175% of the target number of shares. 50% of the shares earned pursuant to the 2023 TSR-based RSU awards will vest shortly after the end of the performance period, and the remainder will vest approximately one year later, subject to an employee’s continuous service. These 2023 TSR-based RSUs will be forfeited if the market condition at or above a threshold level is not achieved at the end of the performance period on January 2, 2026.

In March 2022, we awarded to certain employees an aggregate of 1.0 million RSUs (the target amount) that are subject to a TSR market condition (the 2022 TSR-based RSUs). The TSR market condition is based on our relative TSR percentile rank compared to companies in the Nasdaq Biotechnology Index during the performance period, which is January 1, 2022 through January 3, 2025. Depending on the results relative to the TSR market condition, the holders of the 2022 TSR-based RSUs may earn up to 175% of the target number of shares. At the end of fiscal year 2024 (end of the performance period), the TSR market condition was achieved at 175% level, resulting in 1.5 million shares earned (175% of the 2022 TSR-based RSUs target amount, net of forfeitures). 50% percent of the shares earned subject to the market

In March 2021, we awarded to certain employees an aggregate of 1.0 million PSUs (the 2021 target amount), subject to a performance and a market condition (the 2021 PSUs). Pursuant to the terms of 2021 PSUs, the holders of the awards may earn up to 200% of the 2021 PSUs target amount, depending on the level of achievement of the performance condition related to certain net product revenues and a TSR market condition. The TSR market condition for the 2021 PSUs was based on our relative TSR percentile rank compared to companies in the Nasdaq Biotechnology Index during the performance period, which was from January 2, 2021 through December 29, 2023. The performance condition of net product revenues relative to the 2021 PSUs was achieved at target level in the first quarter of 2023, representing 100% of the 2021 PSUs target amount. At the end of fiscal year 2023 (end of the performance period), the TSR market condition was achieved at 125% level, resulting in 1.0 million shares earned (125% of the 2021 PSUs target amount, net of forfeitures). 50% percent of the shares earned subject to the performance and market conditions vested shortly after the end of the performance period, and the remainder will vest approximately one year, later subject to an employee’s continuous service.

We used a Monte Carlo simulation model and the following weighted-average assumptions to determine the weighted-average grant date fair value of $20.19 per share for the 2024 TSR-based RSUs, $26.05 per share for the 2023 TSR-based RSUs, $33.17 per share for the 2022 TSR-based RSUs, and $24.54 per share for the 2021 PSUs:


	2024 TSR-Based RSUs			2023 TSR-Based RSUs			2022 TSR-Based RSUs			2021 PSUs
Fair value of Exelixis common stock on grant date	$	21.71		$	19.48		$	20.70		$	21.31
Expected volatility	36.68		%	40.26		%	46.85		%	49.21		%
Risk-free interest rate	4.42		%	3.75		%	1.59		%	0.29		%
Dividend yield	—		%	—		%	—		%	—		%

The Monte Carlo simulation model assumed correlations of returns of the stock prices of Exelixis common stock and the common stock of a peer group of companies and historical stock price volatility of the peer group of companies. The valuation model also used terms based on the length of the performance period and compound annual growth rate goals for TSR based on the provisions of the awards.

During the year ended December 31, 2020, we awarded 2.3 million PSUs (the target amount) that will vest upon the achievement of performance targets related to (i) clinical trial positive top-line results and (ii) product approvals by the FDA (the 2020 PSUs). Pursuant to the terms of the 2020 PSUs, employees may earn up to 200% of the target amount depending on the volume and timing of achievement of the performance targets. The 2020 PSUs will be forfeited if the performance targets are not met by December 31, 2024. In the third quarter of 2021, we achieved a performance condition for a product approval by the FDA relative to the 2020 PSUs, representing 25% of the target amount. In the third quarter of 2022, we achieved a performance condition for positive top-line results by the FDA relative to the 2020 PSUs, representing 25% of the target amount, and in the third quarter of 2023, we achieved additional performance conditions for positive top-line results by the FDA relative to the 2020 PSUs, representing an additional 50% of the target amount. At the end of the performance period, on December 31, 2024, shares assigned to the performance conditions previously achieved were fully vested and there was no unrecognized compensation expense for the performance conditions achieved. There were 1.6 million shares forfeited for performance conditions that were not achieved by the end of the performance period.

Expense recognition for PSUs commences when it is determined that attainment of the performance target is probable. As of December 31, 2024, all of the outstanding PSUs relate to awards for which we achieved the performance target. As of December 31, 2024, the remaining unrecognized compensation expense for the PSUs achieved was $0.3 million, which will be recognized over a weighted-average period of 0.1 years.

We sponsor the 401(k) Plan under which we make matching cash contributions to our employees’ 401(k) accounts. We recorded compensation expense of $15.0 million, $13.9 million and $11.7 million for the years ended December 31, 2024, 2023 and 2022, respectively, for matching contributions.

In January 2024, our Board of Directors authorized a stock repurchase program to acquire up to $450.0 million of our outstanding common stock before the end of 2024. As of June 30, 2024, we completed the repurchase of 20.3 million shares of common stock for an aggregate purchase price of $450.0 million pursuant to our stock repurchase program. In August 2024, our Board of Directors authorized a stock repurchase program to acquire up to $500.0 million of our outstanding common stock before the end of 2025. Under this program, as of December 31, 2024, we repurchased 6.1 million shares of common stock for an aggregate purchase price of $205.6 million. As of December 31, 2024, approximately $294.4 million remained available for future stock repurchases before the end of 2025.

Stock repurchases under the program may be made from time to time through a variety of methods, which may include open market purchases, in block trades, Rule 10b5-1 trading plans, accelerated share repurchase transactions, exchange transactions, or any combination of such methods. The timing and amount of any stock repurchases under the stock repurchase program will be based on a variety of factors, including ongoing assessments of the capital needs of the business, alternative investment opportunities, the market price of our common stock and general market conditions. The program does not obligate us to acquire any particular amount of our common stock, and the stock repurchase program may be modified, suspended or discontinued at any time without prior notice.