View:
[LEXICON
PHARMACEUTICALS, INC. LETTERHEAD]
February
10, 2010
Securities
and Exchange Commission
Division
of Corporate Finance
100 F
Street, N.E.
Washington,
D.C. 20549
Attention: Ms.
Nandini Acharya
Re: DEF
14A
Filed March 13, 2009
File No. 000-30111
Dear Ms.
Acharya:
On behalf
of Lexicon Pharmaceuticals, Inc., we submit the following responses to the
comment received on January 25, 2010 from the Securities and Exchange
Commission’s staff with respect to Lexicon’s definitive proxy statement for
Lexicon’s 2009 annual meeting. Your comment and our response to that
comment are set forth below.
DEF 14A
Executive and Director
Compensation
Compensation Discussion and
Analysis, page 24
|
1.
|
We
note your response to our prior comment 4 and your proposed additional
disclosure regarding individual goals. You indicate that
individual goals consist principally of the expected individual
contributions of each executive officer towards the achievement of the
year’s corporate goals. To the extent such expected individual
contributions are pre-determined and linked to corporate goals, please
describe each goal and include an assessment of whether each executive met
his or her expected contribution and how such achievement was used to
determine the final amount of bonus allocated. If the
individual contributions were not pre-determined, identify the
achievements the Compensation Committee determined and disclose that the
goals were not predetermined.
|
|
Response:
|
In
our next annual report or proxy statement, we propose to include the
following additional disclosure with respect to individual
goals:
|
For
executive officers other than Dr. Sands, our president and chief executive
officer, the compensation committee also took into account individual goals,
which consisted principally of the expected individual contributions of each
executive officer towards the achievement of the year’s corporate goals,
together with Dr. Sands’ and the committee’s independent assessment of each
executive officer’s overall performance and contributions to the company during
the year, in the course of making subjective judgments about individual
performance in connection with compensation determinations. Dr. Sands had no
individual goals in [2009] apart from the corporate goals.
The
committee’s determinations for Dr. Sands were based entirely upon its
determination of achievement of the year’s corporate goals. For other executive
officers, the compensation committee based its determinations principally upon
its determination of achievement of the year’s corporate goals, but also took
into account, to a lesser extent, each executive officer’s individual
contributions towards the achievement of such corporate goals, together with Dr.
Sands’ and the committee’s independent assessment of each executive officer’s
overall performance and contributions to the company during the year, in the
course of making subjective judgments about individual performance in connection
with such determinations.
We
believe that disclosure of the individual goals of our executive officers is not
material to a reasonable investor’s understanding of our executive compensation
determination process because such individual goals are not applied in a
formulaic manner, but are simply factors (among others, including, as noted, Dr.
Sands’ and the committee’s independent assessment of each executive officer’s
overall performance and contributions to the company during the year) that are
generally taken into account in the course of making subjective determinations
in connection with the compensation decision. As noted in our
existing proxy statement disclosure, the compensation committee retains broad
discretion over the amount and payment of cash bonus awards. The
compensation committee is not bound by any pre-determined agreement, formula or
other standard with respect to such decisions.
The
proposed additional disclosure set forth above modifies the proposed disclosure
we submitted in response to your prior comment 4 to clarify that individual
goals are factors (among others) that are taken into account in the course of
making subjective judgments about individual performance in connection with
compensation determinations.
Please do
not hesitate to contact the undersigned at (281) 863-3321 with any comments or
questions concerning this letter or the above-referenced filings.
Very
truly yours,
/s/
Jeffrey L. Wade
Jeffrey
L. Wade
Executive
Vice President and
General
Counsel