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[LEXICON
PHARMACEUTICALS, INC. LETTERHEAD]
March 9,
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 additional response to
the written 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 our named executive
officers’ contributions that the Compensation Committee considered with
respect to its compensation
decisions:
|
February
2007 Compensation Determinations
In the
case of Alan J. Main, Ph.D., who was promoted in February 2007 from senior vice
president to executive vice president of pharmaceutical research, the
compensation committee took into account his contributions toward the
achievement of regulatory filings for LX6171 and LX1031, the selection of two
additional drug candidates, LX2931 and LX1032, and progress in additional drug
discovery programs. In the case of Jeffrey L. Wade, J.D., our
executive vice president and general counsel, the compensation committee took
into account his contributions toward the completion of a common stock financing
and business development and alliance management activities. In the case of
Brian P. Zambrowicz, Ph.D., who was named chief scientific officer in February
2007 after serving in 2006 as executive vice president of research, the
compensation committee took into account his contributions toward the
achievement of regulatory filings for LX6171 and LX1031, the selection of two
additional drug candidates, LX2931 and LX1032, and progress in additional drug
discovery programs.
February
2008 Compensation Determinations
In the
case of Dr. Main, the compensation committee took into account his contributions
toward the achievement of regulatory filings for LX2931 and LX1032, the
selection of an additional drug candidate, LX4211, and progress in additional
drug discovery programs. In the case of Mr. Wade, the compensation
committee took into account his contributions toward the completion of the Invus
and Symphony financings. In the case of Dr. Zambrowicz, the compensation
committee took into account his contributions toward the achievement of
regulatory filings for LX2931 and LX1032, the selection of an additional drug
candidate, LX4211, and progress in additional drug discovery programs. In the
case of James F. Tessmer, our vice president of finance and accounting, the
compensation committee took into account his management of accounting and
finance functions and his operational leadership.
February
2009 Compensation Determinations
In the
case of Dr. Main, the compensation committee took into account his contributions
toward the achievement of an investigational new drug application for LX4211,
the selection of an additional drug candidate, LX7101, and progress in
additional drug discovery programs, as well as his strategic and operational
leadership. In the case of Mr. Wade, the compensation committee took
into account his contributions in overseeing financial and legal matters and
business development activities, as well as his strategic and operational
leadership. In the case of Dr. Zambrowicz, the compensation committee took into
account his contributions toward the achievement of an investigational new drug
application for LX4211, the selection of an additional drug candidate, LX7101,
and progress in additional drug discovery programs, as well as his strategic and
operational leadership and participation in business development
activities. In the case of Mr. Tessmer, the compensation committee
took into account his assumption of responsibility as our principal financial
and accounting officer and his operational leadership.
February
2010 Compensation Determinations
In the
case of Dr. Main, the compensation committee took into account his contributions
toward activities supporting the advancement of our drug candidates in clinical
development and progress in our drug discovery programs, as well as his
strategic and operational leadership. In the case of Mr. Wade, the
compensation committee took into account his contributions toward the completion
of a common stock financing and business development and alliance management
activities, as well as his strategic and operational leadership. In the case of
Dr. Zambrowicz, the compensation committee took into account his contributions
toward the advancement of our drug candidates in clinical development with
favorable results and progress in our drug discovery programs, as well as his
strategic and operational leadership and participation in business development
activities. In the case of Mr. Tessmer, the compensation committee
took into account his management of accounting and finance functions and his
operational leadership.
The
proposed additional disclosure set forth above supplements the proposed
disclosure we previously submitted in response to your comment 1 on February 10,
2010. We would note that such previously proposed disclosure
references that the Compensation Committee’s determinations for Arthur T. Sands,
M.D., Ph.D., our president and chief executive officer, were based entirely upon
its determination of achievement of the year’s corporate goals.
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