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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Ionis Pharmaceuticals, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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☐
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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Sincerely,
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Patrick R. O’Neil
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Corporate Secretary
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Date:
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Wednesday, May 24, 2017
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Time:
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2:00 p.m., Pacific Time
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Place:
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Ionis Pharmaceuticals, Inc.
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2855 Gazelle Court
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Carlsbad, CA 92010
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·
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Proposal 1:
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elect Spencer R. Berthelsen, B. Lynne Parshall and Joseph H. Wender to serve as Directors for a three-year term;
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·
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Proposal 2:
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approve an amendment to the Ionis Pharmaceuticals, Inc. 2011 Equity Incentive Plan to increase the aggregate number of shares of common stock authorized for issuance under the 2011 Equity Incentive Plan by 5,000,000 to an aggregate of 16,000,000 shares;
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·
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Proposal 3:
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make an advisory vote on executive compensation;
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·
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Proposal 4:
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make an advisory vote on the frequency of future advisory votes on executive compensation; and
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·
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Proposal 5:
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ratify the Audit Committee’s selection of Ernst & Young LLP as independent auditors for our 2017 fiscal year.
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Transact any other business that may be properly presented at the Annual Meeting.
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By order of the Board of Directors,
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Patrick R. O’Neil
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Corporate Secretary
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Carlsbad, California
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April 6, 2017
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Proposal 1:
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elect
Spencer R. Berthelsen, B. Lynne Parshall and Joseph H. Wender
to serve as Directors for a three-year term;
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Proposal 2:
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approve an amendment to the Ionis Pharmaceuticals, Inc. 2011 Equity Incentive Plan to increase the aggregate number of shares of common stock authorized for issuance under the 2011 Equity Incentive Plan by 5,000,000 to an aggregate 16,000,000 shares;
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Proposal 3:
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make an advisory vote on executive compensation;
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Proposal 4:
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make an advisory vote on the frequency of future advisory votes on executive compensation; and
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Proposal 5:
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ratify the Audit Committee’s selection of Ernst & Young LLP as independent auditors for our 2017 fiscal year.
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vote through the Internet by following the instructions included with your Notice or proxy card;
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vote by telephone by following the instructions included with your proxy card if you have received proxy materials electronically or by mail;
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vote by mail by completing, signing, dating and returning your proxy card in the postage paid envelope provided; or
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vote in person by attending the 2017 Annual Meeting.
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“For” the election of the nominees for Director named in the Proxy Statement;
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“For” the approval of an amendment to the Ionis Pharmaceuticals, Inc. 2011 Equity Incentive Plan;
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“For” the approval, on an advisory basis, of executive compensation;
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“For” every year as the preferred frequency of advisory votes to approve executive compensation; and
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“For” the ratification of the Audit Committee’s selection of Ernst & Young LLP as independent auditors for our 2017 fiscal year.
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you may mail another proxy marked with a later date;
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you may revoke it through the Internet;
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you may notify our corporate secretary in writing sent to 2855 Gazelle Court, Carlsbad, California 92010 that you wish to revoke your proxy before the Annual Meeting takes place; or
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you may vote in person at the Annual Meeting.
Attendance
at the meeting
will not
, by itself, revoke a proxy.
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· |
Proposal 1: For the election of Directors in an uncontested election, a Director nominee must receive a majority of the votes cast in person or by proxy in the election such that the number of shares voted “For” the nominee must exceed 50% of the votes cast with respect to that Director. Only “For” and “Withhold” votes will affect the outcome. Abstentions and broker non-votes will have no effect.
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Proposal 2: To be approved, the amendment of our 2011 Equity Incentive Plan must receive “For” votes from the holders of a majority of shares either present in person or represented by proxy and entitled to vote. If you mark your proxy to “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes will have no effect.
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Proposal 3: We will consider the advisory approval of the compensation of our executive officers to be approved if it receives “For” votes from the holders of a majority of shares either present in person or represented by proxy and entitled to vote. If you “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes will have no effect.
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Proposal 4: For the advisory vote on the frequency of stockholder advisory votes on executive compensation, we will consider the frequency receiving the most “For” votes from the holders of shares present in person or represented by proxy and entitled to vote as the frequency preferred by the stockholders. Abstentions and broker non-votes will have no effect.
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Proposal 5: To be approved, the ratification of the selection of Ernst & Young LLP as our independent auditors for our 2017 fiscal year, must receive “For” votes from the holders of a
majority of shares present in person or by proxy and entitled to vote. If you “Abstain” from voting, it will have the same effect as an “Against” vote.
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delivering the Proxy Statement, Annual Report on Form 10-K, and related materials by email to our stockholders;
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stockholder voting online;
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helping the environment by decreasing the use of paper documents;
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reducing the amount of bulky documents stockholders receive; and
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reducing our printing and mailing costs associated with more traditional delivery methods.
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meets the applicable rules and regulations regarding “independence,” including, but not limited to, Rule 5605(a)(2) of the NASDAQ listing standards and applicable SEC rules and regulations;
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is not an officer or employee of Ionis; and
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is free of any relationship that would interfere with his individual exercise of independent judgment with regard to Ionis.
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Name
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Audit
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Compensation
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Nominating,
Governance and
Review
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Agenda
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Science/
Medical
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Attended
2016 Annual
Meeting
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||||||||||||||||||
Dr. Spencer R. Berthelsen
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--
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X*
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X*
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--
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X
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X
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Mr. Breaux B. Castleman
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X
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--
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--
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--
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--
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X
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Dr. Stanley T. Crooke
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--
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--
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--
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X*
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X*
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X
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Mr. Joseph Klein, III
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X |
--
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--
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--
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--
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X
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Dr. Joseph Loscalzo
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--
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--
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X
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X
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X
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--
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Mr. Frederick T. Muto
(1)
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--
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--
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--
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X
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--
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X
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Ms. B. Lynne Parshall
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--
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--
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--
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X
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--
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X
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Mr. Joseph H. Wender
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X*
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X
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X
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--
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--
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--
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Total meetings in fiscal year 2016
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5
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3
(2)
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2
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3
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1
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(1) |
Mr. Muto serves as an advisor, in a non-voting capacity, to the Nominating, Governance and Review Committee, and to the Compensation Committee.
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(2) |
The Compensation Committee also acted by written consent 12 times. Our Compensation Committee typically acts by unanimous written consent each month to confirm stock options and RSUs granted in connection with new hires and promotions.
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reviews the annual and quarterly financial statements and oversees the annual and quarterly financial reporting processes, including sessions with the auditors in which Ionis’ employees and management are not present;
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selects and hires our independent auditors;
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oversees the independence of our independent auditors;
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evaluates our independent auditors’ performance; and
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has the authority to hire its own outside consultants and advisors, if necessary.
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reviewing our annual budget with management and, if acceptable, recommending the budget to the Board for approval;
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setting and approving changes to our investment policy;
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receiving and considering our independent auditors’ comments as to the audit of the financial statements and internal controls, adequacy of staff and management performance and procedures in connection with internal controls;
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reviewing and, if appropriate, approving related party transactions;
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establishing and enforcing procedures for the receipt, retention and treatment of complaints regarding accounting or auditing improprieties; and
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pre-approving all audit and non-audit services provided by our independent auditors that are not prohibited by law.
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do not accept any consulting, advisory or other compensatory fee from us, except in connection with their service as a Director;
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are not an affiliate of Ionis or one of its subsidiaries; and
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meet all of the other NASDAQ independence requirements.
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interviewing, evaluating, nominating and recommending individuals for membership on our Board, and considering proposed changes to the Board for approval;
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managing risks associated with the independence of the Board and potential conflicts of interests at the Board level, and periodically reviewing our policies and procedures and making recommendations when appropriate; and
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performing such other functions as may be necessary or convenient for the efficient discharge of the foregoing.
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members must be able to read and understand basic financial statements;
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members must demonstrate high personal integrity and ethics;
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members cannot serve as a director on the board of more than five other publicly traded companies;
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members cannot serve more than ten consecutive terms on the Board, except that Stanley T. Crooke, a founder of the Company, may serve for no more than 15 consecutive terms; and
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members cannot run for re-election or serve on the Board once they have reached the age of 80.
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possessing relevant expertise to offer advice and guidance to management;
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having sufficient time to devote to Ionis’ affairs;
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demonstrating excellence in his or her field;
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having sound business judgment; and
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being committed to vigorously representing the long-term interests of our stockholders.
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the name, age, business address and residence address of the nominee;
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the principal occupation or employment of the nominee;
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the stock ownership in Ionis of the nominee;
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the stock ownership in Ionis of the stockholder making the nomination, including any trading in derivative securities that may disguise ownership occurring within the last 12 months;
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the information relating to the nominee that is required to be disclosed in solicitations of proxies under applicable securities laws;
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the nominee’s written consent to being named in the Proxy Statement as a nominee and to serving as a Director if elected;
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other information as we may reasonably require to determine the eligibility of the proposed nominee to serve as an independent Director or that could be material to a reasonable stockholder’s understanding of the independence of the proposed nominee; and
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any voting commitments the nominee has to third parties.
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Employee Equity Incentive Plans
(as of March 31, 2017)
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2011 Plan
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89 Plan
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Total number of shares of common stock subject to outstanding stock options
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8,182,975
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2,491,410
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Weighted-average exercise price of outstanding stock options
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$
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52.02
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$
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13.12
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Weighted-average remaining term in years of outstanding stock options
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5.5
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2.3
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Total number of shares of common stock subject to outstanding full value awards
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831,831
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--
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Total number of shares of common stock available for grant under the plan
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910,051
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27,427
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Total number of shares of common stock available for grant to non-employee Directors under the Non-Employee Director Plan
(1)
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747,869
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Total number of shares of common stock available for grant under other equity incentive plans
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--
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Total number of shares of common stock outstanding
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123,880,559
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Per-share closing price of common stock as reported on NASDAQ Capital Market
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$
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40.20
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(1) |
This amount reflects the number of shares of common stock available as of March 31, 2017 for grant under our 2002 Amended and Restated Non-Employee Directors’ Stock Option Plan (the “Non-Employee Director Plan”) which is used solely to offer equity awards to our non-employee Directors. With respect to the Non-Employee Director Plan, the total number of shares of common stock subject to outstanding stock options is 603,312, the weighted-average exercise price of outstanding stock options is $22.37, the weighted-average remaining term in years of outstanding stock options is 6.1, the total number of shares of common stock subject to outstanding full value awards is 40,214, and the total number of shares of common stock available for grant under the Non-Employee Director Plan is 747,869. We have no equity incentive plans other than the 2011 Plan, the 89 Plan and the Non-Employee Director Plan.
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is administered by our Compensation Committee, which is composed entirely of independent Directors;
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has a term ending on June 15, 2021;
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prohibits the repricing of any option or stock appreciation rights (SARs) outstanding under the 2011 Plan, or “cashing-out” underwater awards unless approved by our stockholders;
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is limited to the granting of stock options, SARs, restricted stock awards, RSUs, performance stock awards, and performance cash awards;
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requires that each newly granted option and SAR not become fully vested until a date at least two years after the date of grant, except in the case of death, disability, retirement, or change of control;
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requires that nearly all newly granted restricted stock awards and RSUs granted to employees that vest on the basis of continuous service not become fully vested until a date at least three years after the date of grant, except in the case of death, disability, retirement or change of control;
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requires that nearly all newly granted restricted stock awards and RSUs granted to employees that vest on the basis of performance goals not become fully vested until a date at least one year after the date of grant, except in the case of death, disability, retirement or change of control;
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limits our ability to accelerate vesting only in case of death, disability, retirement or change of control; and
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requires all options and SARs outstanding under the 2011 Plan to have an exercise or strike price of not less than 100% of the fair market value of our common stock on the date of grant.
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retain the highest quality employees while motivating all employees to achieve key drivers of stock value;
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issue fewer shares, thereby reducing dilution;
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better align employee and stockholder interests; and
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encourage long term holding by executive employees because stock settlement for RSUs does not require a same-day-sale.
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Equity Award Grant History Under Employee Equity Plans
(1)
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2014
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2015
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2016
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2017
(through March 31)
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Shares subject to equity awards granted
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2,167,085
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2,786,643
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2,662,125
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2,828,336
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Shares subject to equity awards canceled
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(130,530)
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(253,579)
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(346,001)
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(78,724)
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Net shares subject to equity awards
(2)
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2,036,555
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2,533,064
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2,316,124
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2,749,612
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(1) |
Amounts shown reflect grants under our 2011 Plan and 89 Plan. We currently grant equity awards to our non-employee Directors separately under our Non-Employee Director Plan.
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(2) |
Shares subject to equity awards that are canceled or expire become available for re-issuance under the applicable equity plan. Therefore, net shares for any year is the total shares subject to awards granted in that year less the shares subject to awards canceled in such year.
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ratably over a three-year period for awards that vest based on continuous service; and
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one year for awards that vest upon the achievement of performance goals;
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if an optionholder’s service relationship with us, or any affiliate of ours, ceases due to disability, the optionholder may exercise any vested stock options for up to 12 months after the date the service relationship ends;
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if an optionholder’s service relationship with us, or any affiliate of ours, ceases due to death, the optionholder, or his or her beneficiary, may exercise any vested stock options for up to 18 months after the date the service relationship ends; and
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if an optionholder’s service relationship with us, or any affiliate of ours, ceases for any reason, other than as described above, the optionholder may exercise any vested stock options for up to three months after the date the service relationship ends.
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·
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earnings (including earnings per share and net earnings)
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·
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earnings before interest, taxes and depreciation
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·
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earnings before interest, taxes, depreciation and amortization
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·
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total stockholder return
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·
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return on equity or average stockholders’ equity
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·
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return on assets, investment, or capital employed
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·
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stock price
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·
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margin (including gross margin)
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·
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income (before or after taxes)
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·
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operating income
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·
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operating income after taxes
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·
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pre-tax profit
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·
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operating cash flow
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·
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sales or revenue targets
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·
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increases in revenue or product revenue
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·
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expenses and cost reduction goals
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·
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improvement in or attainment of working capital levels
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·
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economic value added (or an equivalent metric)
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·
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market share
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·
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cash flow
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·
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cash flow per share
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·
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share price performance
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·
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debt reduction
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·
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stockholders’ equity
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·
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customer satisfaction
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·
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debt levels
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·
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capital expenditures
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·
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workforce diversity
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·
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operating profit or net operating profit
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·
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billings
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·
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to the extent that an Award is not intended to comply with Section 162(m) of the Code, other measures of performance selected by the Board
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·
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implementation or completion of projects or processes (including, but not limited to, development and regulatory milestones)
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·
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growth of net income or operating income
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to exclude restructuring and/or other nonrecurring charges;
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to exclude exchange rate effects, as applicable, for non-U.S. dollar denominated performance goals;
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to exclude the effects of changes to generally accepted accounting principles;
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to exclude the effects of any statutory adjustments to corporate tax rates;
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to exclude the effects of any “extraordinary items” as determined under generally accepted accounting principles; and
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to exclude accounting expenses relating to share-based compensation.
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the award is granted by a compensation committee comprised solely of “outside directors;”
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the award is granted (or exercisable) only upon the achievement of an objective performance goal established in writing by the compensation committee while the outcome is substantially uncertain and before the earlier of the 90
th
day of the performance period and the date on which twenty-five percent of the performance period has elapsed; and
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the compensation committee certifies in writing prior to the granting, payment or exercisability of the award that the performance goal has been satisfied.
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the class(es) and maximum number of securities subject to the 2011 Plan;
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the class(es) and maximum number of securities that may be awarded to any person pursuant to Section 162(m) limits; and
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the class(es) and number of securities and price per share of stock subject to outstanding stock awards.
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· |
arrange for assumption, continuation, or substitution of a stock award by a surviving or acquiring entity (or its parent company);
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· |
arrange for the assignment of any reacquisition or repurchase rights applicable to any shares of our common stock issued pursuant to a stock award to the surviving or acquiring corporation (or its parent company);
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· |
accelerate the vesting and exercisability of a stock award followed by the termination of the stock award;
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· |
arrange for the lapse of any reacquisition or repurchase rights applicable to any shares of our common stock issued pursuant to a stock award;
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· |
cancel or arrange for the cancellation of a stock award, to the extent not vested or not exercised prior to the effective date of the corporate transaction, in exchange for cash consideration, if any, as the Board, in its sole discretion, may consider appropriate; and
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· |
arrange for the surrender of a stock award in exchange for a payment equal to the excess of (a) the value of the property the holder of the stock award would have received upon the exercise of the stock award, over (b) any exercise price payable by such holder in connection with such exercise.
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a sale of all or substantially all of our consolidated assets;
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· |
a sale of at least 90% of our outstanding securities;
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· |
a merger or consolidation in which we are not the surviving corporation; or
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· |
a merger or consolidation in which we are the surviving corporation but shares of our outstanding common stock are converted into other property by virtue of the transaction.
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Name and Position
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Number of Shares
Underlying RSUs
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Number of Shares
Underlying Stock Options
|
||||||
Stanley T. Crooke
Chairman, Chief Executive Officer and President
|
27,168
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163,013
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||||||
Elizabeth L. Hougen
Senior Vice President, Finance and Chief Financial Officer
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7,537
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45,225
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||||||
B. Lynne Parshall
Director, Chief Operating Officer
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19,606
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117,638
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||||||
Brett Monia
Senior Vice President, Drug Discovery
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8,000
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48,000
|
||||||
Patrick R. O’Neil
Senior Vice President, Legal, General Counsel and Chief Compliance Officer
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7,537
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45,225
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||||||
All Executive Officers as a Group
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92,459
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554,776
|
||||||
All Non-Employee Directors as a Group
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--
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--
|
||||||
All Non-Executive Officer Employees as a Group
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229,649
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1,384,543
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What We Do
|
What We Don’t Do
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||
✓
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Demand more of every employee: more commitment, more knowledge, more intensity, more innovation, more productivity
|
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Do not guarantee a cash bonus – cash bonuses can, and have been, zero
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✓
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Reward productivity and performance
|
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Do not provide perquisites for any employees
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✓
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Recognize the value of long-term employees and low turnover
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Do not provide “gross-up” payments, other than for relocation
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✓
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Use a balanced mix of fixed and variable cash incentives and long-term equity incentives
|
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Do not allow pledging, shorting or hedging against our stock
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✓
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Evaluate compensation compared to the 50
th
percentile of our peer group
|
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Do not reprice or “cash-out” stock options without stockholder approval
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✓
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Design our compensation philosophy and objectives to mitigate unnecessary or imprudent business risk taking
|
||
✓
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Set explicit and demanding objectives at the beginning of each year from which we measure performance for the year
|
||
✓
|
Place a maximum limit on Performance MBOs
|
||
✓
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Set a strict budget for equity awards and salary increases
|
||
✓
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Set the size of equity awards based on individual and company performance
|
||
✓
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Require minimum vesting periods for equity awards
|
||
✓
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Maintain equity holding periods that require our named executive officers and non-employee Board members to hold shares received from their RSUs until they meet certain ownership thresholds or no longer serve the Company
|
||
✓
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Maintain equity holding periods that require our employees to hold ESPP shares for a minimum of six months
|
||
✓
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Require our executive officers and VPs to trade Ionis’ stock through Rule 10b5-1 trading plans
|
||
✓
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Use a “double trigger” for cash payments for change of control
|
||
✓
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Use an executive “claw-back” policy
|
||
✓
|
Use an independent compensation consultant engaged by the Compensation Committee
|
· |
each Director and nominee for Director;
|
· |
each executive officer named in the Summary Compensation Table under “Executive Compensation--Compensation of Executive Officers”;
|
· |
all Directors and executive officers as a group; and
|
· |
every entity that we know beneficially owns more than five percent of our common stock.
|
Beneficial Ownership
(1)
|
||||||||
Beneficial Owner
|
Number of
Shares
|
Percent of
Total
(2)
|
||||||
FMR LLC
(3)
|
18,180,445
|
14.69
|
%
|
|||||
245 Summer Street
|
||||||||
Boston, MA 02210
|
||||||||
ClearBridge Investments, LLC
(4)
|
12,052,583
|
9.74
|
%
|
|||||
620 8
th
Avenue
|
||||||||
New York, NY 10018
|
||||||||
The Vanguard Group
(5)
|
9,052,966
|
7.31
|
%
|
|||||
100 Vanguard Boulevard
|
||||||||
Malvern, PA 19355
|
||||||||
Baillie Gifford & Co
(6)
|
8,415,156
|
6.80
|
%
|
|||||
Calton Square
|
||||||||
1 Greenside Row
|
||||||||
Edinburgh EH1 3AN
|
||||||||
Scotland UK
|
||||||||
BB Biotech AG
(7)
|
6,913,172
|
5.58
|
%
|
|||||
Schwertstrasse 6
|
||||||||
CH-8200 Schaffhausen, Switzerland
|
||||||||
BlackRock, Inc.
(8)
|
6,457,810
|
5.22
|
%
|
|||||
55 East 52
nd
Street
|
||||||||
New York, NY 10055
|
||||||||
Spencer R. Berthelsen
(9)
|
180,716
|
*
|
||||||
Breaux B. Castleman
(10)
|
43,534
|
*
|
||||||
Stanley T. Crooke
(11)
|
1,308,562
|
1.04
|
%
|
|||||
Joseph Klein, III
(12)
|
31,008
|
*
|
||||||
Joseph Loscalzo
(13)
|
33,689
|
*
|
||||||
Frederick T. Muto
(14)
|
110,346
|
*
|
||||||
B. Lynne Parshall
(15)
|
208,584
|
*
|
||||||
Joseph H. Wender
(16)
|
110,468
|
*
|
||||||
Elizabeth Hougen
(17)
|
126,688
|
*
|
||||||
Brett Monia
(18)
|
131,265
|
*
|
||||||
Patrick R. O’Neil
(19)
|
72,001
|
*
|
||||||
All Directors and executive officers as a group (fourteen persons)
(20)
|
2,673,412
|
2.13
|
%
|
(1) |
We base this table upon information supplied by officers, Directors, principal stockholders and Form 3s, Form 4s, Form 5s, Schedules 13D and 13G filed with the SEC. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned.
|
(2) |
Applicable percentages are based on 123,797,841 shares of common stock outstanding on March 1, 2017, adjusted as required by rules promulgated by the SEC.
|
(3) |
Abigail P. Johnson is a Director, the Vice Chairman, the Chief Executive Officer and the President of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC.
|
(4) |
ClearBridge Investments, LLC is an investment adviser registered under the Investment Advisers Act
.
ClearBridge Investments has sole voting power to direct the vote of 11,650,493 shares and sole power to dispose or direct the disposition of 12,052,583 shares.
|
(5) |
The Vanguard Group has sole voting power to direct the vote of 70,792 shares, shared voting power to direct the vote of 14,190 shares, sole power to dispose or direct the disposition of 8,974,484 shares, and shared dispositive power for 78,482 shares. Vanguard Fiduciary Trust Company, a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 64,292 shares of the Common Stock outstanding of Ionis as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 20,690 shares of Ionis’ Common Stock outstanding as a result of its serving as investment manager of Australian investment offerings.
|
(6) |
Baillie Gifford & Co is an investment advisor registered under the Investment Advisors Act. Baillie Gifford has sole voting power to direct the vote of 4,612,936 shares and sole power to dispose or direct the disposition of 8,415,156 shares.
|
(7) |
BB Biotech AG shares voting and dispositive powers for its shares with Biotech Target N.V.
|
(8) |
BlackRock, Inc. is a parent holding company and various persons of BlackRock, Inc. have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of shares of our common stock.
|
(9) |
Includes 70 shares owned by Dr. Berthelsen’s daughter for which he disclaims beneficial ownership. Includes 91,688 shares of common stock issuable upon exercise of options held by Dr. Berthelsen that are exercisable on or before April 30, 2017.
|
(10) |
Includes 37,313 shares of common stock issuable upon exercise of options held by Mr. Castleman that are exercisable on or before April 30, 2017.
|
(11) |
Includes shares of common stock held by Dr. Crooke and 503,792 shares of common stock issuable upon exercise of options held by Dr. Crooke that are exercisable on or before April 30, 2017. Also includes 38,303 shares of common stock issuable upon exercise of options held by Rosanne Crooke, Dr. Crooke’s wife, which are exercisable on or before April 30, 2017. Dr. Crooke disclaims beneficial ownership of the shares of common stock owned and issuable upon exercise of options held by his wife.
|
(12) |
Includes 100 shares of common stock beneficially owned by Mr. Klein’s son and 23,250 shares of common stock issuable upon exercise of options held by Mr. Klein that are exercisable on or before April 30, 2017.
|
(13) |
Includes 28,875 shares of common stock issuable upon exercise of options held by Mr. Loscalzo that are exercisable on or before April 30, 2017.
|
(14) |
Includes 1,500 shares of common stock beneficially owned through the Cooley LLP Salary Deferral and Profit Sharing Plan and 104,188 shares of common stock issuable upon exercise of options held by Mr. Muto that are exercisable on or before April 30, 2017.
|
(15) |
Includes 182,933 shares of common stock issuable upon exercise of options held by Ms. Parshall that are exercisable on or before April 30, 2017.
|
(16) |
Includes 76,688 shares of common stock issuable upon exercise of options held by Mr. Wender that are exercisable on or before April 30, 2017.
|
(17) |
Includes 116,400 shares of common stock issuable upon exercise of options held by Ms. Hougen that are exercisable on or before April 30, 2017.
|
(18) |
Includes 119,493 shares of common stock issuable upon exercise of options held by Dr. Monia that are exercisable on or before April 30, 2017.
|
(19) |
Includes 60,552 shares of common stock issuable upon exercise of options held by Mr. O’Neil that are exercisable on or before April 30, 2017.
|
(20) |
Includes an aggregate of 1,667,024 shares issuable upon exercise of options held by all current Directors and executive officers as a group that are exercisable on or before April 30, 2017.
|
Plan Category
|
Number of Shares
to be Issued
Upon Exercise of
Outstanding Options
|
Weighted Average
Exercise Price of
Outstanding
Options
|
Number of Shares
Remaining
Available for
Future Issuance
|
|||||||||
Equity compensation plans approved by stockholders
(1)
|
9,177,979
|
$
|
40.48
|
(2)
4,434,959
|
||||||||
Total
|
9,177,979
|
$
|
40.48
|
4,434,959
|
(1) |
Consists of four Ionis plans: 1989 Stock Option Plan, Amended and Restated 2002 Non-Employee Directors’ Stock Option Plan, 2011 Equity Incentive Plan, and Employee Stock Purchase Plan, or ESPP.
|
(2) |
Of these shares, 585,713 remained available for purchase under the ESPP as of December 31, 2016. The ESPP incorporates an evergreen formula pursuant to which on January 1 of each year, we automatically increase the aggregate number of shares reserved for issuance under the plan by 150,000 shares.
|
Since inception, the Ionis mission has been to create a new, more efficient technology for drug discovery and development – antisense technology – and exploit that technology to create a pipeline of first-in-class and/or best-in-class medicines to treat a wide range of diseases. Today, thanks to the innovation and perseverance of Ionis, we believe antisense technology is taking its place as the third platform for drug discovery alongside small molecules and protein therapeutics.
|
Through the efficiency of our technology platform and business strategy we have built a pipeline of 39 drugs in development with approximately 400 employees, representing a ratio of 1 medicine: 11 employees.
|
|
Ionis is focused on innovation. Ionis has implemented a unique business strategy intended to support long-term innovation based on the efficiency of antisense technology. Ionis has created a unique innovation-focused, science–driven, culture that couples with the technology and business model to ensure long-term productivity and a commitment to the patients we serve.
|
· |
create and constantly advance a new, more efficient drug discovery platform - antisense technology;
|
· |
create a unique business model and culture committed to creating long-term value through innovation;
|
· |
broaden, deepen and advance our pipeline of antisense drugs;
|
· |
demand more of every employee - more commitment, more knowledge, more intensity, more innovation and more productivity;
|
· |
aggressively manage average and below average performance so every employee produces more; and
|
· |
demand great performance and pay for that performance.
|
What We Do | What We Don’t Do | ||
✓
|
Demand more of every employee: more commitment, more knowledge, more intensity, more innovation, more productivity
|
|
Do not guarantee a cash bonus – cash bonuses can, and have been, zero
|
✓
|
Reward productivity and performance
|
|
Do not provide perquisites for any employees
|
✓
|
Recognize the value of long-term employees and low turnover
|
|
Do not provide “gross-up” payments, other than for relocation
|
✓
|
Use a balanced mix of fixed and variable cash incentives and long-term equity incentives
|
|
Do not allow pledging, shorting or hedging against our stock
|
✓
|
Evaluate compensation compared to the 50
th
percentile of our peer group
|
|
Do not reprice or “cash-out” stock options without stockholder approval
|
✓
|
Design our compensation philosophy and objectives to mitigate unnecessary or imprudent business risk taking
|
||
✓
|
Set explicit and demanding objectives at the beginning of each year from which we measure performance for the year
|
||
✓
|
Place a maximum limit on Performance MBOs
|
||
✓
|
Set a strict budget for equity awards and salary increases
|
||
✓
|
Set the size of equity awards based on individual and company performance
|
||
✓
|
Require minimum vesting periods for equity awards
|
||
✓
|
Maintain equity holding periods that require our named executive officers and non-employee Board members to hold shares received from their RSUs until they meet certain ownership thresholds or no longer serve the Company
|
||
✓
|
Maintain equity holding periods that require our employees to hold ESPP shares for a minimum of six months
|
||
✓
|
Require our executive officers and VPs to trade Ionis’ stock through Rule 10b5-1 trading plans
|
||
✓
|
Use a “double trigger” for cash payments for change of control
|
||
✓
|
Use an executive “claw-back” policy
|
||
✓
|
Use an independent compensation consultant engaged by the Compensation Committee
|
· |
reviewing and approving overall compensation strategy;
|
· |
reviewing and approving corporate performance goals and objectives relevant to the compensation of our executive officers;
|
· |
evaluating and recommending to the Board the compensation plans and programs advisable for Ionis, as well as modifying or terminating existing plans and programs;
|
· |
establishing policies with respect to stock compensation arrangements;
|
· |
reviewing and approving compensation arrangements for our executive officers, including our Chief Executive Officer;
|
· |
reviewing and approving compensation arrangements for our Directors;
|
· |
administering our stock-based awards and ESPP;
|
· |
evaluating risks associated with our compensation policies and practices and assessing whether these risks are reasonably likely to have a material adverse effect on us;
|
· |
selecting and retaining a qualified, independent compensation consultant;
|
· |
performing other functions as may be necessary or convenient in the efficient discharge of the foregoing; and
|
· |
reporting to the Board from time to time, or whenever it is called upon to do so.
|
· |
monitor the SEC’s adoption of the final rules and definitions; and
|
· |
adjust Ionis’ compensation policies as necessary to satisfy the new rules.
|
· |
selecting the 2016 Executive Peer Group;
|
· |
evaluating the pay mix for our named executive officers;
|
· |
evaluating short-term and long-term incentives for our executive officers;
|
· |
evaluating Board compensation; and
|
· |
evaluating our equity utilization.
|
· |
create and constantly advance a new, more efficient drug discovery platform – antisense technology;
|
· |
create a unique business model and culture committed to creating long-term value through innovation;
|
· |
broaden, deepen and advance our pipeline of antisense drugs;
|
· |
demand more of every employee - more commitment, more knowledge, more intensity, more innovation, more productivity;
|
· |
aggressively manage average and below average performance so that every employee produces more; and
|
· |
demand great performance and pay for that performance.
|
Drug discovery and development across a portfolio of many drugs (currently 39 for Ionis) is a long process that spans many years, where decisions we make today can have a positive or negative consequence five years, ten years, and even further into the future. As such, it is essential we set goals that incentivize our employees to execute our long-term strategy, because we believe our long-term strategy should continue to reward our stockholders into the future.
|
Given the uniqueness and complexity of our technology, it is critical to retain the knowledge and experience of outstanding long service employees.
|
· |
Long tenure among a dedicated and highly skilled workforce, combined with the highest performance standards, contributes to our leadership in the industry and serves the interests of stockholders.
|
· |
Our focus on retention is coupled to a strong belief that executive talent most often should be developed and promoted from within Ionis.
|
· |
The long tenure of high-performing executive officers reflects this strategy at all levels of the organization.
|
o |
Our named executive officers, or NEOs, who served in 2016 have on average 22 years and as much as 27 years of tenure at Ionis.
|
o |
Our other officers who served in 2016 have on average over 20 years of tenure at Ionis.
|
· |
Each of our executive officers has been carefully evaluated and selected through a rigorous performance assessment process over a long career. In their current assignments, they remain subject to a challenging annual performance assessment in which they must continue to meet the highest standards or be reassigned or separated from the Company.
|
Employees in our organization do not share either accountability or responsibility equally for strategic and/or tactical decisions. It is well ingrained in our culture that not everyone should share the same level of risk/reward for the consequences of these decisions. As a result, we have structured the various components of our compensation system to reflect accountability both for the successes and failures (both long-term and short-term) of Ionis and our employees. We pay our senior management team for results and their use of judgment in executing the strategies they have established. Therefore, the more senior a person becomes within Ionis, the more the person’s cash compensation will be “at risk.” We compensate the more junior employees for accomplishing their work well and, therefore, a lower portion of their cash compensation is “at risk.”
|
The more senior role a person plays, the more that person’s cash compensation will be “at risk.”
|
(1) |
base salary,
|
(2) |
MBO – Performance Based – At Risk Cash Compensation, no portion of which is guaranteed,
|
(3) |
stock-based compensation, and
|
(4) |
the same benefits, including 401(k) matching, that we provide to all employees.
|
· |
company-wide performance, including achievement of corporate objectives;
|
· |
the Compensation Committee’s assessment of our CEO’s and executive officers’ individual performance;
|
· |
competitive compensation practices;
|
· |
increased efficiencies and process improvements;
|
· |
effective collaboration and teamwork;
|
· |
individual expertise, skills and knowledge;
|
· |
the need to retain and motivate;
|
· |
the impact an individual’s judgment has on our success or failure; and
|
· |
the advice of the Compensation Committee’s independent compensation consultant.
|
· |
are similar to Ionis in terms of certain factors, including one or more of the following: size (i.e., revenue, market capitalization), industry, and stage of development;
|
· |
have named executive officer positions that are comparable to ours in terms of breadth, complexity and scope of responsibilities; and
|
· |
compete with us for executive talent.
|
Company (ticker)
|
Annual Revenues
(in millions)
|
Market
Capitalization
(in millions)
|
Stage of Lead Drug
|
||||||
Acorda Therapeutics (ACOR)
|
$
|
466.1
|
$
|
1,239.3
|
Market
|
||||
Akorn (AKRX)
|
$
|
593.1
|
$
|
2,686.9
|
Market
|
||||
Alkermes (ALKS)
|
$
|
628.3
|
$
|
5,377.0
|
Market
|
||||
Alnylam Pharmaceuticals (ALNY)
|
$
|
41.1
|
$
|
5,516.1
|
Phase III
|
||||
Anacor Pharmaceuticals (ANAC)
|
$
|
82.4
|
$
|
2,560.5
|
Market
|
||||
Ariad Pharmaceuticals (ARIA)
|
$
|
118.8
|
$
|
1,201.9
|
Market
|
||||
Clovis Oncology (CLVS)
|
$
|
0.0
|
$
|
743.0
|
Phase III
|
||||
Halozyme Therapeutics (HALO)
|
$
|
135.1
|
$
|
1,258.7
|
Market
|
||||
Innoviva (Theravance) (INVA)
|
$
|
53.9
|
$
|
1,460.7
|
Market
|
||||
Intercept Pharmaceuticals (ICPT)
|
$
|
2.8
|
$
|
3,191.3
|
Phase III
|
||||
Jazz Pharmaceuticals (JAZZ)
|
$
|
1,324.8
|
$
|
8,192.0
|
Market
|
||||
Ligand Pharmaceuticals (LGND)
|
$
|
71.9
|
$
|
2,303.0
|
Market
|
||||
MannKind (MNKD)
|
$
|
0.0
|
$
|
681.6
|
Market
|
||||
Medivation (MDVN)
|
$
|
943.3
|
$
|
7,585.9
|
Market
|
||||
Nektar Therapeutics (NKTR)
|
$
|
230.8
|
$
|
1,963.0
|
Market
|
||||
Neurocrine Biosciences (NBIX)
|
$
|
19.8
|
$
|
3,591.3
|
Phase III
|
||||
Opko Health (OPK)
|
$
|
491.7
|
$
|
5,682.2
|
Market
|
||||
Pacira Pharmaceuticals (PCRX)
|
$
|
249.0
|
$
|
2,013.5
|
Market
|
||||
Seattle Genetics (SGEN)
|
$
|
336.8
|
$
|
5,058.6
|
Market
|
||||
The Medicines Company (MDCO)
|
$
|
309.0
|
$
|
2,224.2
|
Market
|
||||
United Therapeutics (UTHR)
|
$
|
1,465.8
|
$
|
5,121.7
|
Market
|
||||
Ionis Pharmaceuticals, Inc. (IONIS)
|
$
|
283.7
|
$
|
4,883.1
|
Market
|
||||
Ionis’ Ranking
|
10
|
8
|
NA
|
||||||
Ionis’ Percentile Rank
|
58
|
%
|
69
|
%
|
NA
|
2016 Total Cash Compensation
(in thousands)
|
2016 Total Direct Compensation
(in thousands)
|
|||||||||||||||
Name
|
NEO
|
50
th
Percentile of
Executive Peer Group
|
NEO
|
50
th
Percentile of
Executive Peer Group
|
||||||||||||
Stanley T. Crooke
CEO
|
$
|
2,030
|
$
|
1,359
|
$
|
9,163
|
$
|
4,715
|
||||||||
Elizabeth L. Hougen
CFO
|
$
|
710
|
$
|
632
|
$
|
2,108
|
$
|
2,080
|
||||||||
B. Lynne Parshall
COO
|
$
|
1,514
|
$
|
800
|
$
|
5,445
|
$
|
3,202
|
||||||||
Brett Monia
SVP Drug Discovery
|
$
|
760
|
*
|
$
|
2,158
|
*
|
||||||||||
Patrick O’Neil
SVP Legal
|
$
|
758
|
$
|
652
|
$
|
2,156
|
$
|
1,880
|
Drugs in Clinical Development per
Employee
|
Patents per Employee
|
|
Ionis’ Ranking
|
2
nd
|
2
nd
|
Executive Peer Group Median
|
1 drug for every 91 employees
|
1 patent per employee
|
Peer Leader for Drugs in Clinical Development per Employee (Ligand)
|
1 drug for every 1 employee
|
NA
|
Peer Leader for Patents per Employee (Innoviva)
|
NA
|
7 patents per employee
|
Ionis Pharmaceuticals, Inc. (IONS)
|
1 drug for every 11 employees
|
3 patents per employee
|
· |
A significant portion of cash compensation is at risk
.
The Compensation Committee structures cash compensation such that a significant proportion of our CEO’s, COO’s and other NEO’s cash compensation is at risk;
|
· |
More of total compensation is long-term equity
.
The Compensation Committee structures the total pay mix for our CEO and other NEOs such that more of their compensation is in the form of long-term equity compensation; and
|
· |
Less of total compensation is salary.
The Compensation Committee strives to have the total pay mix for our CEO and other NEOs such that less of their compensation is in the form of salary. For example, the Compensation Committee did not increase salaries for the CEO and most of our NEOs for each of 2011, 2012 and 2013 to allow an increasing percentage of total compensation to be at risk.
|
% of Total Direct Compensation | ||||||||||||||||||||||
Name
|
Year
|
Base
Salary
|
Annual
Performance
MBO
|
Long-Term
Equity
|
Base Salary
%
|
Annual
Performance
MBO
%
|
Long-Term Equity %
|
|||||||||||||||
Stanley T. Crooke
|
2015
|
$
|
800
|
$
|
749
|
$
|
6,411
|
10%
|
9%
|
81%
|
||||||||||||
CEO
|
2016
|
$
|
825
|
$
|
1,206
|
$
|
7,133
|
9%
|
13%
|
78%
|
||||||||||||
Elizabeth L. Hougen
|
2015
|
$
|
392
|
$
|
226
|
$
|
1,286
|
20%
|
12%
|
68%
|
||||||||||||
CFO
|
2016
|
$
|
413
|
$
|
297
|
$
|
1,397
|
20%
|
14%
|
66%
|
||||||||||||
B. Lynne Parshall
|
2015
|
$
|
692
|
$
|
498
|
$
|
5,146
|
11%
|
8%
|
81%
|
||||||||||||
COO
|
2016
|
$
|
713
|
$
|
802
|
$
|
3,930
|
13%
|
15%
|
72%
|
||||||||||||
Brett Monia
|
2015
|
$
|
413
|
$
|
258
|
$
|
1,415
|
20%
|
12%
|
68%
|
||||||||||||
SVP, Drug Discovery
|
2016
|
$
|
427
|
$
|
333
|
$
|
1,397
|
20%
|
15%
|
65%
|
||||||||||||
Patrick O’Neil
|
2015
|
$
|
410
|
$
|
226
|
$
|
1,222
|
22%
|
12%
|
66%
|
||||||||||||
SVP, Legal
|
2016
|
$
|
441
|
$
|
317
|
$
|
1,397
|
20%
|
15%
|
65%
|
We determine base compensation levels for all our employees primarily by market forces. Accordingly, the Compensation Committee believes that it is important when making its compensation decisions to be informed as to the current practices of comparable publicly held companies with which we compete for top talent. To this end, the Compensation Committee reviews market and peer company data, which includes competitive information relating to the mix and levels of compensation for executives in the life sciences industry. We obtain this information for the Executive Peer Group based on recent public filings with the SEC. In addition, we also review data from the Radford Global Life Sciences Survey, which is a summary of compensation data submitted by over 500 life sciences companies. The Compensation Committee uses these data to inform and shape its decision-making but does not strictly adhere to quantitative benchmarks. In addition, we assess whether the scope of job responsibilities and internal equity warrant a given base salary.
|
For most of our executive officers, salary represents 20% or less of total compensation.
|
·
|
Current Base Salary (x) Merit Increase = Increase to Base Salary
|
Performance MBOs can be, and have in the past been,
zero
.
|
||
·
|
Current Base Salary (+) Increase to Base Salary = New Base Salary
|
Performance MBOs have a maximum limit.
|
2016 Base Salary
|
(x)
|
Merit Increase
|
=
|
Increase to Base Salary
|
|||||||||
$
|
824,535
|
(x)
|
3.0% |
|
=
|
$
|
24,736
|
||||||
Current Base Salary | (+) | Increase to Base Salary |
=
|
New Base Salary in 2017 | |||||||||
$
|
824,535
|
(+) | 24,736 |
=
|
$
|
849,271
|
· |
We have a maximum Company Performance Factor of 200% and a maximum Individual Performance Factor of 160%. This range represents the boundary conditions for our Performance Factors and ensures we reward our employees consistent with Ionis’ success.
|
· |
We base Target MBO Percentages on position levels within Ionis. The Target MBO percentages for 2016 were: Directors 20%; Executive Directors 25%; Vice Presidents 30% or 35%; Senior Vice Presidents 40%, COO 50%; and CEO 65%.
|
Name
|
Minimum MBO
Percentage of Salary
|
Maximum MBO
Percentage of Salary
|
||||||
Stanley T. Crooke
|
0%
|
|
208%
|
|
||||
Elizabeth L. Hougen
|
0%
|
|
128%
|
|
||||
B. Lynne Parshall
|
0%
|
|
160%
|
|
||||
Brett Monia
|
0%
|
|
128%
|
|
||||
Patrick O’Neil
|
0%
|
|
128%
|
|
· |
Ionis’ achievement of the approved corporate objectives for the year. At the end of each year, the Compensation Committee meets to evaluate Ionis’ overall performance. As described below in the chart called “Evaluation of 2016 Corporate Objectives” the Compensation Committee measures Ionis’ performance based upon the achievement of goals that were set at the beginning of the year and agreed upon by our Board and upper management.
|
· |
In addition, the Compensation Committee considers our one-, three- and five-year total stockholder returns, and based on these returns may reduce the Individual Performance Factors for our executive officers.
|
· |
The Compensation Committee then reviews the Company Performance Factor history from the prior ten years to form a comparison for our current year’s successes and/or failures.
|
· |
Finally, the Compensation Committee approves each executive officer’s Individual Performance Factor based on the individual’s performance.
|
· |
Ionis and Biogen achieved FDA approval of SPINRAZA for the treatment of SMA in pediatric and adult patients. Achieving this approval so quickly for the broad patient population was an extraordinary achievement and exceeded expectations for the year;
|
· |
Ionis and Akcea formed a strategic collaboration with Novartis to develop and commercialize AKCEA-APO(a)-L
Rx
and AKCEA-APOCIII-L
Rx
;
|
· |
Ionis significantly improved upon its financial guidance for the year; and
|
· |
Ionis’ stock outperformed
both
the median of the Nasdaq Biotechnology Index and the median of the Executive Peer Group.
|
·
|
Positive data for IONIS-DMPK-2.5
Rx
and Biogen agreement to advance program
|
·
|
Ionis completed this study, observed encouraging biomarker trends and learned more about the disease. However, Ionis did not achieve the desired potency in muscle
|
|
·
|
Positive data for IONIS-FXI
Rx
and Bayer agreement to advance program (milestone payment)
|
·
|
Ionis reported positive data from the Phase 2 study of IONIS-FXI
Rx
in patients with end-stage renal disease on hemodialysis.
Bayer, plans to advance IONIS-FXI
Rx
and expanded the collaboration by licensing the follow-on LICA drug, IONIS-FXI-L
Rx
|
|
·
|
Solidify most rapid route leading to regulatory success and commercialization for IONIS-APO(a)-L
Rx
(finalized plan).
|
·
|
Ionis and Akcea formed a strategic collaboration with Novartis to develop and commercialize AKCEA-APO(a)-L
Rx
and AKCEA-APOCIII-L
Rx
, which allows Ionis and Akcea to move more rapidly to Phase 3 cardiovascular outcomes studies with both therapies than their original development plans
|
|
·
|
Initiate first Phase 2/3 Clinical Trials on ≥3 drugs
|
·
|
Ionis initiated Phase 2 clinical trials for three drugs
|
|
·
|
Positive Phase 2 Clinical data on ≥5 drugs
|
·
|
Ionis reported positive Phase 2 data for six studies
|
|
·
|
Initiate Phase 1 Clinical Trials on ≥4 drugs
|
·
|
Ionis initiated Phase 1 clinical trials on two drugs
|
|
·
|
≥4 new drugs into the pipeline
|
·
|
Ionis added five new drugs to its development pipeline
|
|
3
|
Make Biogen Idec relationship successful:
|
Ionis
met
this objective:
|
||
·
|
Positive data for IONIS-DMPK-2.5
Rx
and Biogen agreement to advance program
|
·
|
Ionis completed this study, observed encouraging biomarker trends and learned more about the disease. However, Ionis did not achieve the desired potency in muscle
|
|
·
|
Initiate Phase 1 clinical trial for IONIS-BIIB4
Rx
|
·
|
Ionis advanced the program but the Phase 1 clinical trial for IONIS-BIIB4
Rx
did not initiate until the first half of 2017
|
|
·
|
Identify ≥1 development candidate and two new target sanctions
|
·
|
Ionis achieved two target sanctions, and made significant progress towards identifying a development candidate
|
|
·
|
Achieve ≥$100 million in revenue across all Biogen collaborations
|
·
|
Ionis exceeded this measure by generating nearly $210 million in revenue across all Biogen collaborations
|
|
4
|
Make AstraZeneca relationship successful:
|
Ionis
met
this objective:
|
||
·
|
Successful outcome of STAT3-PDL1 Phase 1/2 study
|
·
|
Although the study progressed in 2016, we do not expect the study to complete until 2017
|
|
·
|
Achieve development candidate approval for IONIS-AZ4-2.5-L
Rx
|
·
|
Ionis achieved development candidate approval for IONIS-AZ4-2.5-L
Rx
and received a $25 million milestone
|
|
·
|
Successfully complete IONIS-KRAS-2.5
Rx
nonclinical study and achieve $15 million milestone
|
·
|
Ionis complete the IONIS-KRAS-2.5
Rx
nonclinical study and received a $15 million milestone
|
|
·
|
Advance two new programs to target sanction
|
·
|
Ionis advanced two new programs to target sanction
|
|
5
|
Demonstrate the value of technology advancements in the clinic:
|
Ionis
partially met
this objective:
|
||
·
|
Advance ≥3 LICA drugs through Phase 1 with ED50 ≤20 mg/wk
|
·
|
Ionis advanced three LICA drugs into Phase 1 and achieved an ED50 ≤20 mg/wk
|
Name
|
Base
Salary
|
Target
MBO %
|
Company
Performance
Factor
|
Individual
Performance
Factor
|
Resulting
Performance
MBO
|
Results Considered When
Setting Individual
Performance Factor
(1)
|
|||||||||||||||||||
Stanley T. Crooke
(2)
|
$
|
824,535
|
65
|
%
|
150
|
%
|
150
|
%
|
$
|
1,205,882
|
1-20
|
||||||||||||||
Elizabeth L. Hougen
|
$
|
412,839
|
40
|
%
|
150
|
%
|
120
|
%
|
$
|
297,244
|
6-10
|
||||||||||||||
B. Lynne Parshall
(2)
|
$
|
712,676
|
50
|
%
|
150
|
%
|
150
|
%
|
$
|
801,761
|
1-20
|
||||||||||||||
Brett Monia
|
$
|
427,245
|
40
|
%
|
150
|
%
|
130
|
%
|
$
|
333,251
|
1, 4-7, & 17-19
|
||||||||||||||
Patrick O’Neil
|
$
|
440,777
|
40
|
%
|
150
|
%
|
120
|
%
|
$
|
317,359
|
2, 6-10, & 16-20
|
(1) |
The numbers correspond to the enumerated objectives in the table entitled “Evaluation of 2016 Corporate Objectives” on pages 48 through 50. The Compensation Committee reviews the individual’s contribution towards the corporate objective when setting the Individual Performance Factor.
|
(2) |
Since our CEO and COO are ultimately responsible for the Company’s performance, their Individual Performance Factors are usually the same as the Company Performance Factor.
|
We use stock options and RSUs to give all employees, including Ionis’ executive officers, an economic interest in the long-term appreciation of our common stock. We believe awarding a combination of stock options and RSUs provides a number of benefits. Stock options provide a way to align employee interests with those of upper management and the stockholders because as our stock price increases, so too does the employee’s compensation. In 2012, we started granting RSUs as part of the annual merit equity awards. RSUs are a strong retention vehicle for employees as the RSUs vest in annual installments over four years and have value upon vesting, but at the same time, require fewer shares than option awards.
|
Our Stock Awards reward performance and incentivize long-term stock appreciation and increased stockholder returns.
|
· |
any bonus or other incentive-based or equity-based compensation received by that person from Ionis during the 12-month period following the first public issuance or filing with the SEC (whichever first occurs) of the financial document embodying such financial reporting requirement; and
|
· |
any profits realized from such executive’s sale of Ionis’ securities during that 12-month period.
|
Name and Principal
Position
|
Year
|
Salary
($)
|
Bonus
(1)
($)
|
Stock Awards
(2)
($)
|
Option
Awards
(2)
($)
|
All Other
Compensation
(3)
($)
|
Total
($)
|
||||||||||||||||||
Stanley T. Crooke
Chairman, President, Chief Executive Officer
|
2016
|
$
|
824,535
|
$
|
1,205,882
|
$
|
1,427,416
|
$
|
5,705,552
|
$
|
25,366
|
$
|
9,188,751
|
||||||||||||
2015
|
$
|
800,519
|
$
|
749,286
|
$
|
1,893,100
|
$
|
4,517,593
|
$
|
20,526
|
$
|
7,981,025
|
|||||||||||||
2014
|
$
|
768,252
|
$
|
720,236
|
$
|
1,489,375
|
$
|
3,231,294
|
$
|
18,986
|
$
|
6,228,143
|
|||||||||||||
Elizabeth L. Hougen
Senior Vice President, Finance and Chief Financial Officer
|
2016
|
$
|
412,839
|
$
|
297,244
|
$
|
279,647
|
$
|
1,117,834
|
$
|
25,670
|
$
|
2,133,234
|
||||||||||||
2015
|
$
|
391,906
|
$
|
225,738
|
$
|
379,859
|
$
|
906,589
|
$
|
25,782
|
$
|
1,929,873
|
|||||||||||||
2014
|
$
|
377,923
|
$
|
206,677
|
$
|
357,450
|
$
|
775,511
|
$
|
23,981
|
$
|
1,741,542
|
|||||||||||||
B. Lynne Parshall
Director, Chief Operating Officer
|
2016
|
$
|
712,676
|
$
|
801,761
|
$
|
786,549
|
$
|
3,143,869
|
$
|
29,773
|
$
|
5,474,628
|
||||||||||||
2015
|
$
|
691,918
|
$
|
498,181
|
$
|
1,519,712
|
$
|
3,626,610
|
$
|
24,963
|
$
|
6,361,384
|
|||||||||||||
2014
|
$
|
664,029
|
$
|
466,895
|
$
|
655,325
|
$
|
1,421,771
|
$
|
24,023
|
$
|
3,232,043
|
|||||||||||||
Brett Monia
Senior Vice President,
Drug Discovery
|
2016
|
$
|
427,245
|
$
|
333,251
|
$
|
279,647
|
$
|
1,117,834
|
$
|
26,177
|
$
|
2,184,154
|
||||||||||||
2015
|
$
|
412,797
|
$
|
257,585
|
$
|
417,859
|
$
|
997,237
|
$
|
26,542
|
$
|
2,112,020
|
|||||||||||||
2014
|
$
|
396,158
|
$
|
233,981
|
$
|
357,450
|
$
|
775,511
|
$
|
24,015
|
$
|
1,787,115
|
|||||||||||||
Patrick R. O’Neil
(4)
Senior Vice President, Legal, General Counsel and
Chief Compliance Officer
|
2016
|
$
|
440,777
|
$
|
317,359
|
$
|
279,647
|
$
|
1,117,834
|
$
|
21,573
|
$
|
2,177,190
|
||||||||||||
2015
|
$
|
409,866
|
$
|
226,246
|
$
|
360,859
|
$
|
861,271
|
$
|
20,868
|
$
|
1,879,110
|
|||||||||||||
2014
|
$
|
396,006
|
$
|
207,903
|
$
|
357,450
|
$
|
775,511
|
$
|
19,234
|
$
|
1,756,104
|
|||||||||||||
(1) |
We present bonuses in the years they were earned, not in the year paid. Bonuses represent compensation for achievements and are not necessarily paid in the year they are earned; for example, in January 2017 we paid bonuses for 2016 performance.
|
(2) |
Amounts represent the aggregate expense recognized for financial statement reporting purposes in accordance with ASC 718 for stock and option awards granted to our named executive officers. ASC 718 expense for the option awards is based on the fair value of the awards on the date of grant using an option-pricing model. The fair value of RSUs is based on the market price of our common stock on the date of grant. For more information, please see Note 4 of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2016 regarding assumptions underlying valuation of equity awards.
|
(3) |
Includes AD&D, Basic Life, Medical, Dental, Vision, and 401(k) matching contributions which are available to all employees.
|
(4) |
Mr. O’Neil was not a named executive officer in 2015 or 2014.
|
Name
|
Grant Date
|
All
Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
|
Exercise
or Base
Price of
Option
Awards
($/Sh)
|
Grant Date
Fair Value of
Stock and
Option
Awards
(1)
($)
|
||||||||||||
Stanley T. Crooke
|
1/4/16
|
195,182
|
$
|
61.68
|
$
|
5,705,552
|
|||||||||||
1/15/16
|
32,530
|
$
|
1,427,416
|
||||||||||||||
Elizabeth L. Hougen
|
1/4/16
|
38,240
|
$
|
61.68
|
$
|
1,117,834
|
|||||||||||
1/15/16
|
6,373
|
$
|
279,647
|
||||||||||||||
B. Lynne Parshall
|
1/4/16
|
107,549
|
$
|
61.68
|
$
|
3,143,869
|
|||||||||||
1/15/16
|
17,925
|
$
|
786,549
|
||||||||||||||
Brett Monia
|
1/4/16
|
38,240
|
$
|
61.68
|
$
|
1,117,834
|
|||||||||||
1/15/16
|
6,373
|
$
|
279,647
|
||||||||||||||
Patrick R. O’Neil
|
1/4/16
|
38,240
|
$
|
61.68
|
$
|
1,117,834
|
|||||||||||
1/15/16
|
6,373
|
$
|
279,647
|
(1) |
Amounts represent the aggregate expense recognized for financial statement reporting purposes in accordance with FASB Topic ASC 718 (“ASC 718”) for stock and option awards granted to our named executive Officers. ASC 718 expense for the option awards is based on the fair value of the awards on the date of grant using an option-pricing model. The fair value of RSUs is based on the market price of our common stock on the date of grant. For more information, please see Note 4,
Stockholders’ Equity,
of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2016 regarding assumptions underlying valuation of equity awards.
|
Option Awards
|
Stock Awards
|
||||||||||||||||||||||||
Name
|
Grant Date
|
Number of Securities
Underlying
Unexercised Options
(#) Exercisable
(1)
|
Number of Securities
Underlying
Unexercised Options
(#) Unexercisable
|
Option Exercise
Price ($)
|
Option Expiration
Date
|
Number of Shares
or Units of Stock
that Have Not
Vested
(2)
|
Market Value of
Shares or Units of
Stock that Have
Not Vested
(3)
($)
|
||||||||||||||||||
Stanley T. Crooke
|
1/3/2012
|
93,462
|
--
|
$
|
7.25
|
1/2/2019
|
--
|
--
|
|||||||||||||||||
1/30/2013
|
130,405
|
2,775
|
$
|
14.69
|
1/29/2020
|
--
|
--
|
||||||||||||||||||
1/2/2014
|
136,718
|
50,782
|
$
|
39.87
|
1/1/2021
|
--
|
--
|
||||||||||||||||||
1/2/2015
|
79,062
|
85,938
|
$
|
61.57
|
1/1/2022
|
--
|
--
|
||||||||||||||||||
1/4/2016
|
--
|
195,182
|
$
|
61.68
|
1/3/2023
|
--
|
--
|
||||||||||||||||||
1/30/2013
|
--
|
--
|
--
|
--
|
5,547
|
$
|
265,313
|
||||||||||||||||||
1/15/2014
|
--
|
--
|
--
|
--
|
15,624
|
$
|
747,296
|
||||||||||||||||||
1/15/2015
|
--
|
--
|
--
|
--
|
20,625
|
$
|
986,494
|
||||||||||||||||||
1/15/2016
|
--
|
--
|
--
|
--
|
32,530
|
$
|
1,555,910
|
||||||||||||||||||
Elizabeth L. Hougen
|
1/3/2011
|
22,000
|
--
|
$
|
10.29
|
1/2/2018
|
--
|
--
|
|||||||||||||||||
1/3/2012
|
4,063
|
--
|
$
|
7.25
|
1/2/2019
|
--
|
--
|
||||||||||||||||||
1/2/2013
|
15,372
|
328
|
$
|
10.82
|
1/1/2020
|
--
|
--
|
||||||||||||||||||
1/2/2013
|
7,343
|
157
|
$
|
10.82
|
1/1/2020
|
--
|
--
|
||||||||||||||||||
1/2/2014
|
32,812
|
12,188
|
$
|
39.87
|
1/1/2021
|
--
|
--
|
||||||||||||||||||
1/2/2015
|
15,866
|
17,246
|
$
|
61.57
|
1/1/2022
|
--
|
--
|
||||||||||||||||||
1/4/2016
|
--
|
38,240
|
$
|
61.68
|
1/3/2023
|
--
|
--
|
||||||||||||||||||
1/15/2013
|
--
|
--
|
--
|
--
|
653
|
$
|
31,233
|
||||||||||||||||||
1/15/2013
|
--
|
--
|
--
|
--
|
312
|
$
|
14,923
|
||||||||||||||||||
1/15/2014
|
--
|
--
|
--
|
--
|
3,750
|
$
|
179,363
|
||||||||||||||||||
1/15/2015
|
--
|
--
|
--
|
--
|
4,138
|
$
|
197,921
|
||||||||||||||||||
1/15/2016
|
--
|
--
|
--
|
--
|
6,373
|
$
|
304,821
|
||||||||||||||||||
B. Lynne Parshall
|
1/30/2013
|
11,112
|
1,298
|
$
|
14.69
|
1/29/2020
|
--
|
--
|
|||||||||||||||||
1/2/2014
|
60,156
|
22,344
|
$
|
39.87
|
1/1/2021
|
--
|
--
|
||||||||||||||||||
1/2/2015
|
63,470
|
68,988
|
$
|
61.57
|
1/1/2022
|
--
|
--
|
||||||||||||||||||
1/4/2016
|
--
|
107,549
|
$
|
61.68
|
1/3/2023
|
--
|
--
|
||||||||||||||||||
1/30/2013
|
--
|
--
|
--
|
--
|
2,595
|
$
|
124,119
|
||||||||||||||||||
1/15/2014
|
--
|
--
|
--
|
--
|
6,874
|
$
|
328,783
|
||||||||||||||||||
1/15/2015
|
--
|
--
|
--
|
--
|
16,557
|
$
|
791,921
|
||||||||||||||||||
1/15/2016
|
--
|
--
|
--
|
--
|
17,925
|
$
|
857,353
|
||||||||||||||||||
Brett Monia
|
1/1/2012
|
7,500
|
--
|
$
|
7.21
|
12/31/2018
|
--
|
--
|
|||||||||||||||||
1/3/2012
|
8,993
|
--
|
$
|
7.25
|
1/2/2019
|
--
|
--
|
||||||||||||||||||
1/30/2013
|
33,291
|
709
|
$
|
14.69
|
1/29/2020
|
--
|
--
|
||||||||||||||||||
1/2/2014
|
32,812
|
12,188
|
$
|
39.87
|
1/1/2021
|
--
|
--
|
||||||||||||||||||
1/2/2015
|
17,453
|
18,970
|
$
|
61.57
|
1/1/2022
|
--
|
--
|
||||||||||||||||||
1/4/2016
|
--
|
38,240
|
$
|
61.68
|
1/3/2023
|
--
|
--
|
||||||||||||||||||
1/30/2013
|
--
|
--
|
--
|
--
|
1,415
|
$
|
67,679
|
||||||||||||||||||
1/15/2014
|
--
|
--
|
--
|
--
|
3,750
|
$
|
179,363
|
||||||||||||||||||
1/15/2015
|
--
|
--
|
--
|
--
|
4,552
|
$
|
217,722
|
||||||||||||||||||
1/15/2016
|
--
|
--
|
--
|
--
|
6,373
|
$
|
304,821
|
||||||||||||||||||
Patrick R. O’Neil
|
1/3/2012
|
1,219
|
--
|
$
|
7.25
|
1/2/2019
|
--
|
--
|
|||||||||||||||||
1/2/2013
|
4,579
|
328
|
$
|
10.82
|
1/1/2020
|
--
|
--
|
||||||||||||||||||
1/2/2013
|
2,187
|
157
|
$
|
10.82
|
1/1/2020
|
--
|
--
|
||||||||||||||||||
1/2/2014
|
19,687
|
12,188
|
$
|
39.87
|
1/1/2021
|
--
|
--
|
||||||||||||||||||
1/2/2015
|
15,073
|
16,384
|
$
|
61.57
|
1/1/2022
|
--
|
--
|
||||||||||||||||||
1/4/2016
|
--
|
38,240
|
$
|
61.68
|
1/3/2023
|
--
|
--
|
||||||||||||||||||
1/15/2013
|
--
|
--
|
--
|
--
|
653
|
$
|
31,233
|
||||||||||||||||||
1/15/2013
|
--
|
--
|
--
|
--
|
312
|
$
|
14,923
|
||||||||||||||||||
1/15/2014
|
--
|
--
|
--
|
--
|
3,750
|
$
|
179,363
|
||||||||||||||||||
1/15/2015
|
--
|
--
|
--
|
--
|
3,931
|
$
|
188,020
|
||||||||||||||||||
1/15/2016
|
--
|
--
|
--
|
--
|
6,373
|
$
|
304,821
|
(1) |
The options have a term of seven years and vest at the rate of 25% for the first year and then at the rate of 2.08% per month for 36 months thereafter during the optionee’s employment.
|
(2) |
The RSUs were granted out of our 2011 Plan. The RSUs vest at the rate of 25% per year over four years.
|
(3) |
Market value of stock awards was determined by multiplying the number of unvested shares by $47.83, which was the closing market price of our common stock on NASDAQ on December 30, 2016, the last trading day of fiscal 2016.
|
Option Awards
|
Stock Awards
|
|||||||||||||||
Name
|
Number of
Shares
Acquired
on Exercise (#)
(1)
|
Value Realized
on Exercise ($)
|
Number of
Shares
Acquired
on Vesting (#)
|
Value Realized
on Vesting ($)
|
||||||||||||
Stanley T. Crooke
|
6,880
|
$
|
226,834
|
23,212
|
$
|
1,018,543
|
||||||||||
100
|
$
|
3,309
|
||||||||||||||
400
|
$
|
13,220
|
||||||||||||||
100
|
$
|
3,303
|
||||||||||||||
200
|
$
|
6,616
|
||||||||||||||
1,000
|
$
|
33,030
|
||||||||||||||
320
|
$
|
10,557
|
||||||||||||||
1,000
|
$
|
32,980
|
||||||||||||||
3,741
|
$
|
113,165
|
||||||||||||||
1,259
|
$
|
34,257
|
||||||||||||||
5,000
|
$
|
133,550
|
||||||||||||||
5,000
|
$
|
128,550
|
||||||||||||||
5,000
|
$
|
124,050
|
||||||||||||||
10,000
|
$
|
263,200
|
||||||||||||||
5,876
|
$
|
151,660
|
||||||||||||||
3,600
|
$
|
93,996
|
||||||||||||||
124
|
$
|
3,204
|
||||||||||||||
2,400
|
$
|
62,640
|
||||||||||||||
8,000
|
$
|
203,200
|
||||||||||||||
5,000
|
$
|
126,600
|
||||||||||||||
5,000
|
$
|
126,050
|
||||||||||||||
5,000
|
$
|
125,800
|
||||||||||||||
5,000
|
$
|
125,750
|
||||||||||||||
5,000
|
$
|
180,050
|
||||||||||||||
5,000
|
$
|
178,300
|
||||||||||||||
5,000
|
$
|
152,150
|
||||||||||||||
5,000
|
$
|
152,300
|
||||||||||||||
5,000
|
$
|
259,050
|
||||||||||||||
10,000
|
$
|
507,600
|
||||||||||||||
Elizabeth L. Hougen
|
2,500
|
$
|
86,950
|
4,762
|
$
|
208,957
|
||||||||||
2,500
|
$
|
90,575
|
||||||||||||||
2,500
|
$
|
74,325
|
||||||||||||||
870
|
$
|
23,573
|
||||||||||||||
1,330
|
$
|
36,282
|
||||||||||||||
300
|
$
|
8,187
|
||||||||||||||
B. Lynne Parshall
|
2,500
|
$
|
68,275
|
13,267
|
$
|
582,156
|
||||||||||
2,000
|
$
|
52,820
|
||||||||||||||
2,000
|
$
|
55,820
|
||||||||||||||
3,500
|
$
|
100,835
|
||||||||||||||
2,500
|
$
|
66,525
|
||||||||||||||
3,635
|
$
|
55,834
|
||||||||||||||
809
|
$
|
37,505
|
||||||||||||||
4,500
|
$
|
101,520
|
||||||||||||||
4,000
|
$
|
90,200
|
||||||||||||||
365
|
$
|
8,322
|
||||||||||||||
1,000
|
$
|
42,750
|
||||||||||||||
1,000
|
$
|
42,750
|
||||||||||||||
1,000
|
$
|
42,750
|
||||||||||||||
1,000
|
$
|
42,750
|
||||||||||||||
Brett Monia
|
---
|
---
|
5,543
|
$
|
243,227
|
|||||||||||
Patrick R. O’Neil
|
1,000
|
$
|
34,180
|
4,693
|
$
|
205,929
|
||||||||||
806
|
$
|
27,549
|
||||||||||||||
194
|
$
|
6,631
|
||||||||||||||
848
|
$
|
45,665
|
||||||||||||||
350
|
$
|
11,963
|
||||||||||||||
1,000
|
$
|
34,580
|
||||||||||||||
152
|
$
|
7,643
|
(1) |
Each individual executed each option exercise and resulting sales pursuant to the individual’s Rule 10b5-1 trading plan.
|
· |
Dr. Crooke will be eligible to receive a lump sum severance payment equal to 36 months of his then-current base salary in the event his employment is terminated as a result of a change of control of Ionis; and
|
· |
Ms. Parshall will be eligible to receive a lump sum severance payment equal to:
|
o |
18 months of her then-current base salary in the event that her employment is terminated without cause; and
|
o |
30 months of her then-current base salary in the event that her employment is terminated as a result of a change of control of Ionis.
|
Termination Event
|
||||||||
Name
|
Termination
Without Cause
|
Termination in a
Change of Control
|
||||||
Stanley T. Crooke
|
--
|
$
|
2,473,605
|
|||||
B. Lynne Parshall
|
$
|
1,069,014
|
$
|
1,781,690
|
Role
|
2016 Cash
Compensation
|
2017 Cash
Compensation
|
||||||
Board Member (Base)
|
$
|
50,000
|
$
|
55,000
|
||||
Committee Chairs (Additional)
|
||||||||
Audit
|
$
|
24,000
|
$
|
24,000
|
||||
Compensation
|
$
|
15,000
|
$
|
20,000
|
||||
Nominating, Governance and Review
|
$
|
10,000
|
$
|
10,000
|
||||
Agenda
|
$
|
10,000
|
$
|
10,000
|
||||
Committee Member (Additional)
|
||||||||
Audit
|
$
|
10,000
|
$
|
12,000
|
||||
Compensation
|
$
|
7,500
|
$
|
10,000
|
||||
Nominating, Governance and Review
|
$
|
5,000
|
$
|
5,000
|
||||
Agenda
|
$
|
5,000
|
$
|
5,000
|
||||
Scientific/Medical
|
$
|
10,000
|
$
|
10,000
|
Name
|
Cash
Compensation
Earned or
Paid
($)
|
Stock
Awards
($)
(1)
|
Option
Awards
($)
(1)
|
All Other
Compensation
($)
|
Total
($)
|
|||||||||||||||
Spencer R. Berthelsen
|
$
|
85,000
|
$
|
65,128
|
$
|
202,353
|
--
|
$
|
352,481
|
|||||||||||
Breaux B. Castleman
|
$
|
60,000
|
$
|
65,128
|
$
|
202,353
|
--
|
$
|
327,481
|
|||||||||||
Joseph Klein, III
|
$
|
60,000
|
$
|
65,128
|
$
|
202,353
|
--
|
$
|
327,481
|
|||||||||||
Joseph Loscalzo
|
$
|
70,000
|
$
|
65,128
|
$
|
202,353
|
--
|
$
|
337,481
|
|||||||||||
Frederick T. Muto
|
$
|
55,000
|
$
|
65,128
|
$
|
202,353
|
--
|
$
|
322,481
|
|||||||||||
Joseph H. Wender
|
$
|
86,500
|
$
|
65,128
|
$
|
202,353
|
--
|
$
|
353,981
|
(1) |
Amounts represent the aggregate expense recognized for financial statement reporting purposes in accordance with ASC 718 for stock and option awards granted to the Directors. ASC 718 expense for the option awards is based on the fair value of the awards on the date of grant using an option-pricing model. The fair value of RSUs is based on the market price of our common stock on the date of grant. For more information, please see Note 4,
Stockholders’ Equity,
of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2016 regarding assumptions underlying valuation of equity awards.
|
Option Awards
|
Stock Awards
|
||||||||||||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
(1)
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
Option Exercise
Price
($)
|
Option
Expiration
Date
|
Number of
Shares or
Units of Stock
that Have Not
Vested
(2) (3)
|
Market
Value of
Shares or
Units of
Stock that
Have Not
Vested
(4)
($)
|
|||||||||||||||
Spencer R. Berthelsen
|
12,500
|
--
|
$
|
9.77
|
7/1/2017
|
6,468
|
$ |
309,364
|
|||||||||||||
15,000
|
--
|
$
|
13.88
|
6/30/2018
|
|||||||||||||||||
15,000
|
--
|
$
|
16.32
|
6/30/2019
|
|||||||||||||||||
15,000
|
--
|
$
|
9.22
|
6/30/2020
|
|||||||||||||||||
15,000
|
--
|
$
|
9.30
|
6/30/2021
|
|||||||||||||||||
11,250
|
--
|
$
|
12.94
|
7/1/2022
|
|||||||||||||||||
8,438
|
2,812
|
$
|
28.47
|
6/30/2023
|
|||||||||||||||||
8,000
|
8,000
|
$
|
35.53
|
6/30/2024
|
|||||||||||||||||
4,000
|
12,000
|
$
|
57.16
|
6/30/2025
|
|||||||||||||||||
--
|
16,000
|
$
|
24.42
|
6/30/2026
|
|||||||||||||||||
Breaux B. Castleman
|
16,875
|
5,625
|
$
|
26.66
|
6/24/2023
|
7,405
|
$ |
354,181
|
|||||||||||||
8,438
|
2,812
|
$
|
28.47
|
6/30/2023
|
|||||||||||||||||
8,000
|
8,000
|
$
|
35.53
|
6/30/2024
|
|||||||||||||||||
4,000
|
12,000
|
$
|
57.16
|
6/30/2025
|
|||||||||||||||||
--
|
16,000
|
$
|
24.42
|
6/30/2026
|
|||||||||||||||||
Joseph Klein, III
|
2,812
|
--
|
$
|
12.94
|
7/1/2022
|
6,468
|
$ |
309,364
|
|||||||||||||
8,438
|
2,812
|
$
|
28.47
|
6/30/2023
|
|||||||||||||||||
8,000
|
8,000
|
$
|
35.53
|
6/30/2024
|
|||||||||||||||||
4,000
|
12,000
|
$
|
57.16
|
6/30/2025
|
|||||||||||||||||
--
|
16,000
|
$
|
24.42
|
6/30/2026
|
|||||||||||||||||
Joseph Loscalzo
|
11,250
|
11,250
|
$
|
49.09
|
2/2/2024
|
7,874
|
$ |
376,613
|
|||||||||||||
8,000
|
8,000
|
$
|
35.53
|
6/30/2024
|
|||||||||||||||||
4,000
|
12,000
|
$
|
57.16
|
6/30/2025
|
|||||||||||||||||
--
|
16,000
|
$
|
24.42
|
6/30/2026
|
|||||||||||||||||
Frederick T. Muto
|
12,500
|
--
|
$
|
9.77
|
7/1/2017
|
6,468
|
$ |
309,364
|
|||||||||||||
15,000
|
--
|
$
|
13.88
|
6/30/2018
|
|||||||||||||||||
15,000
|
--
|
$
|
16.32
|
6/30/2019
|
|||||||||||||||||
15,000
|
--
|
$
|
9.22
|
6/30/2020
|
|||||||||||||||||
15,000
|
--
|
$
|
9.30
|
6/30/2021
|
|||||||||||||||||
11,250
|
--
|
$
|
12.94
|
7/1/2022
|
|||||||||||||||||
8,438
|
2,812
|
$
|
28.47
|
6/30/2023
|
|||||||||||||||||
8,000
|
8,000
|
$
|
35.53
|
6/30/2024
|
|||||||||||||||||
4,000
|
12,000
|
$
|
57.16
|
6/30/2025
|
|||||||||||||||||
--
|
16,000
|
$
|
24.42
|
6/30/2026
|
|||||||||||||||||
Joseph H. Wender
|
15,000
|
--
|
$
|
13.88
|
6/30/2018
|
6,468
|
$ |
309,364
|
|||||||||||||
15,000
|
--
|
$
|
9.22
|
6/30/2020
|
|||||||||||||||||
15,000
|
--
|
$
|
9.30
|
6/30/2021
|
|||||||||||||||||
11,250
|
--
|
$
|
12.94
|
7/1/2022
|
|||||||||||||||||
8,438
|
2,812
|
$
|
28.47
|
6/30/2023
|
|||||||||||||||||
8,000
|
8,000
|
$
|
35.53
|
6/30/2024
|
|||||||||||||||||
4,000
|
12,000
|
$
|
57.16
|
6/30/2025
|
|||||||||||||||||
--
|
16,000
|
$
|
24.42
|
6/30/2026
|
(1) |
The options were granted out of our Directors’ Plan and have a term of ten years and vest at the rate of 25% per year over four years.
|
(2) |
The RSUs were granted out of our Directors’ Plan and vest at the rate of 25% per year over four years.
|
(3) |
All of our non-employee Directors are subject to our Stock Holding and Ownership Guidelines for RSU Shares, which requires each non-employee Director to accumulate and maintain shares of Common Stock issued pursuant to RSUs until he has accumulated shares of Common Stock equal to four times such non-employee Director’s base annual cash retainer for service as a Director (but not for service on a Board committee), or until his termination of service.
|
(4) |
Market value of stock awards was determined by multiplying the number of unvested shares by $47.83, which was the closing market price of our common stock on the NASDAQ Global Select Market on December 30, 2016, the last trading day of fiscal 2016.
|
Option Awards
|
Stock Awards
|
|||||||||||||||
Name
|
Number of
Shares
Acquired
on Exercise
(#)
|
Value Realized
on Exercise
($)
|
Number of
Shares
Acquired
on Vesting
(#)
|
Value Realized
on Vesting
($)
|
||||||||||||
Spencer R. Berthelsen
(1)
|
12,500
|
$
|
388,375
|
2,115
|
$
|
51,648
|
||||||||||
Breaux B. Castleman
|
--
|
--
|
2,740
|
$
|
66,911
|
|||||||||||
Joseph Klein, III
|
--
|
--
|
2,115
|
$
|
51,648
|
|||||||||||
Joseph Loscalzo
|
--
|
--
|
2,272
|
$
|
65,866
|
|||||||||||
Frederick T. Muto
(1)
|
12,500
|
$
|
204,775
|
2,115
|
$
|
51,648
|
||||||||||
Joseph H. Wender
(1)
|
--
|
--
|
2,115
|
$
|
51,648
|
(1) |
Dr. Berthelsen and Mr. Muto exercised options that would have expired on July 2, 2016.
|
Name and Principal
Position
|
Year
|
Salary
($)
|
Bonus
(1)
($)
|
Stock
Awards
(2)
($)
|
Option
Awards
(2)(4)
($)
|
All Other
Compensation
(3)
($)
|
Total
($)
|
||||||||||||||||||
Rosanne Crooke
Vice President,
Cardiovascular
Diseases Drug
Discovery Research
|
2016
|
$
|
227,031
|
$
|
132,813
|
$
|
58,492
|
$
|
233,859
|
$
|
7,936
|
$
|
660,131
|
||||||||||||
2015
|
$
|
218,720
|
$
|
102,361
|
$
|
99,818
|
$
|
238,204
|
$
|
7,554
|
$
|
666,657
|
|||||||||||||
2014
|
$
|
210,814
|
$
|
82,349
|
$
|
67,487
|
$
|
146,488
|
$
|
5,912
|
$
|
513,050
|
(1) |
We present bonuses in the years they were earned, not in the year paid. Bonuses represent compensation for achievements and are not necessarily paid in the year they are earned; for example, in January 2017 we paid bonuses for 2016 performance.
|
(2) |
Amounts represent the aggregate expense recognized for financial statement reporting purposes in accordance with ASC 718 for stock and option awards granted to Dr. Crooke. ASC 718 expense for the option awards is based on the fair value of the awards on the date of grant using an option-pricing model. The fair value of RSUs is based on the market price of our common stock on the date of grant. For more information, please see Note 4,
Stockholders’ Equity,
of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2016 regarding assumptions underlying valuation of equity awards.
|
(3) |
Includes AD&D, Basic Life, Medical, Dental, Vision, and 401(k) matching contributions which are available to all employees.
|
(4) |
These amounts represent the estimated fair values of stock option grants we recognized as share-based compensation expense. The estimated fair value amounts were determined using an option-pricing model and are not indicative of whether Dr. Rosanne Crooke will realize the estimated fair value or any financial benefits from the award. The applicable amounts represent:
|
· |
8,500 shares at $39.87 per share received on January 2, 2014;
|
· |
8,700 shares at $61.57 per share received on January 2, 2015; and
|
· |
8,000 shares at $61.68 per share received on January 4, 2016.
|
· |
reviewed and discussed the Compensation Discussion and Analysis included in this Proxy Statement with management; and
|
· |
based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in our Proxy Statement relating to the 2017 Annual Meeting of Stockholders.
|
* |
This Section is not “soliciting material,” is not deemed filed with the SEC and is not to be incorporated by reference in any filing of Ionis under the Securities Act or the Exchange Act.
|
* |
This Section is not “soliciting material,” is not deemed filed with the SEC and is not to be incorporated by reference in any filing of Ionis under the Securities Act or the Exchange Act.
|
|
By Order of the Board of Directors,
|
|
|
|
Patrick R. O’Neil
|
|
Corporate Secretary
|
A. |
WHEREAS, the Board of Directors of Ionis approved an amendment to the Ionis Pharmaceuticals, Inc. 2011 Equity Incentive Plan (the “
Plan
”), as more fully described below.
|
1.1 |
Amendment and Restatement of Section 3(a)
. Section 3(a) of the Plan is hereby amended, restated and replaced in its entirety by the following language:
|
1.2
|
Except as specifically provided in this Amendment, all other terms and conditions of the Plan will remain in full force and effect.
|
1. |
General.
|
2. |
Administration.
|
3. |
Shares Subject to the Plan.
|
4. |
Eligibility.
|
5. |
Provisions Relating to Options and Stock Appreciation Rights.
|
6. |
Provisions of Stock Awards other than Options and SARs.
|
7. |
Covenants of the Company.
|
8. |
Miscellaneous.
|
9. |
Adjustments upon Changes in Common Stock; Other Corporate Events.
|
10. |
Termination or Suspension of the Plan.
|
11. |
Effective Date of Plan.
|
12. |
Choice of Law.
|
13. |
Definitions. As used in the Plan, the following definitions shall apply to the capitalized terms indicated below:
|