Innoviva, Inc. 8-K

What Happened
Innoviva, Inc. announced in an 8‑K that directors Derek Small and Mark DiPaolo resigned on May 12, 2026, to focus on Syndeio BioSciences Inc., where Small is CEO and DiPaolo is expected to take an executive role. The Company said the resignations were not due to any disagreement with Innoviva. On May 18, 2026, the board elected Josephine Linden as a new director.

Key Details

• Resignation dates: Derek Small and Mark DiPaolo resigned effective May 12, 2026; Linden was elected May 18, 2026.
• New director background: Josephine Linden is founder and managing member of Linden Global Strategies LLC (since 2011), retired Partner/MD from Goldman Sachs (2008), and has served on other public company boards. She holds an MBA from the University of Chicago.
• Independence & committee role: The board determined Linden is independent under SEC and Nasdaq rules; she is expected to serve on the Audit Committee.
• Director compensation granted on appointment: RSU awards of $125,000 (Initial RSU) and $206,250 (Prorated Annual RSU), plus options to buy 9,166 shares. Vesting: Initial RSU vests in equal installments over two years; prorated RSU and option vest on the earlier of the next annual meeting or one year, with accelerated vesting on death, disability or change in control.
• Related-party checks: No transactions exceeding $120,000 involving Linden were reported.

Why It Matters
Board composition changes can affect corporate governance and oversight. Innoviva replaced two directors who left to pursue executive roles at a company Innoviva has invested in (Syndeio) with an experienced finance executive who is independent and expected to join the Audit Committee. Investors should note the appointment terms and compensation, the company’s ongoing support of Syndeio, and that the filing includes standard forward‑looking statement disclaimers.