Sarissa Asks Innoviva Directors To Explain Continued Director Over-Compensation Despite Promises To Cut Costs

GREENWICH, Conn., April 26, 2017 /PRNewswire/ -- Sarissa Capital Management LP made the following statement regarding Innoviva, Inc. (NASDAQ: INVA):

Innoviva disclosed that all of its non-management directors awarded themselves $250,000 worth of Innoviva stock right after the annual meeting.  This grant was in addition to their yearly cash retainers.

During the proxy contest, Innoviva's board made promises to cut costs and these promises greatly contributed to their narrow reelection (other than GSK, a 29% shareholder and Innoviva's only business partner, an overwhelming majority of shareholders supported Sarissa at the annual meeting).  In fact, GSK referenced these promises by the Innoviva board to cut costs as a significant element in determining its vote.  Yet, on the same day of the annual meeting, Innoviva directors awarded themselves this substantial compensation.  We find this continued over-compensation of directors, relative to comparable companies, and in spite of promised costs cuts, to be especially egregious.  Even Theravance Biopharma, the company that Innoviva spun off in 2014, and that, unlike Innoviva, has a real operating business (e.g., marketed product, sales force and extensive R&D), pays its directors significantly less than Innoviva.  In 2016, median director compensation at Theravance Biopharma was $80,000 less than that at Innoviva.

We ask the Innoviva directors – Mike Aguiar, Barbara Duncan, Cathy Friedman, Patrick LePore, Paul Pepe, James Tyree and William Waltrip – to explain themselves to shareholders. 

Holding Innoviva to its promises is imperative. 

Prior to the annual meeting, Innoviva breached a binding agreement with Sarissa to add two Sarissa nominees to the board.  We have filed a lawsuit in Delaware court which seeks to enforce Innoviva's obligations under our binding agreement.  We have also sought to expedite these proceedings so that our two nominees can be added to the board to begin overseeing the company on behalf of shareholders.  The overwhelming majority of non-GSK shareholders supported Sarissa at the annual meeting and emphatically declared that Innoviva needs change.

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SOURCE Sarissa Capital Management LP