☐
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Preliminary Proxy Statement
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☐
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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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☐
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Definitive Additional Materials
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☐
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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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Date:
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Thursday, June 4, 2020
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Time:
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2:00 p.m. Pacific Time
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Place:
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www.virtualshareholdermeeting.com/IONS2020
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1
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Any information that is included on or linked to our website is not part of this Proxy Statement or
any registration statement or report that incorporates this Proxy Statement by reference.
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•
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Proposal 1:
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elect Joseph Wender, B. Lynne Parshall, Spencer Berthelsen and Joan Herman 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 and restatement of the Ionis Pharmaceuticals, Inc. 2002 Non-Employee
Directors’ Stock Option Plan to, among other things, increase the aggregate number of shares of common stock authorized for issuance under such plan by 800,000 shares to an aggregate of 2,800,000 shares, reduce the amount of the automatic
awards under the plan, revise the vesting schedule of awards and extend the term of the plan;
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•
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Proposal 3:
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ratify amending the existing stock option and restricted stock unit awards of directors to adjust
vesting;
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•
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Proposal 4:
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make an advisory vote 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
2020 fiscal year.
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•
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vote through the Internet by following the instructions included with your Notice or proxy card;
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•
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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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•
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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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•
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vote during the virtual Annual Meeting by following the instructions posted at www.virtualshareholdermeeting.com/IONS2020.
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“For” the election of the nominees for Director named in the Proxy Statement;
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•
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“For” the approval of an amendment and restatement of the Ionis Pharmaceuticals, Inc. 2002 Non-Employee Directors’ Stock Option
Plan to, among other things, increase the aggregate number of shares of common stock authorized for issuance under such plan by 800,000 shares to an aggregate of 2,800,000 shares, reduce the amount of the automatic awards under the plan,
revise the vesting schedule of awards and extend the term of the plan;
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•
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“For” ratification of amending the existing stock option and restricted stock unit awards of directors to adjust vesting;
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•
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“For” the approval, on an advisory basis, of 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 2020 fiscal
year.
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•
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you may mail another proxy marked with a later date;
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•
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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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•
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you may vote during the virtual Annual Meeting. Attending the meeting will not, by itself, revoke a proxy.
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•
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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 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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•
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Proposal 2: To be approved, the amendment and restatement of the 2002 Non-Employee Directors’ Stock Option Plan must receive “For”
votes from the holders of a majority of shares entitled to vote on the matter. 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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•
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Proposal 3: To be approved, ratification of amending the existing stock option and restricted stock unit awards of directors to
adjust vesting must receive “For” votes from a majority of shares entitled to vote on the matter. Abstentions and broker non-votes will have no effect.
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•
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Proposal 4: 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 entitled to vote on the matter. 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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•
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Proposal 5: To be approved, the ratification of the selection of Ernst & Young LLP as our independent auditors for our 2020
fiscal year must receive “For” votes from a majority of shares entitled to vote on the matter. Abstentions and broker non-votes will have no effect.
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•
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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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Name
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Commencement of Ionis Directorship
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Joseph Wender
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January 1994
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B. Lynne Parshall
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September 2000
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Spencer Berthelsen
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May 2002
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Joan Herman
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June 2019
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2
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The ages of all our Directors are as of March 1, 2020.
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•
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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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•
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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 or her 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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Finance**
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Attended
2019 Annual Meeting |
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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—
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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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—
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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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—
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X
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Dr. Michael Hayden
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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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—
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X
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Ms. Joan E. Herman
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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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—
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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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—
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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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Dr. Brett Monia
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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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—
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X
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Mr. Frederick T. Muto
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X
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X
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X
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X(1)
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—
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X
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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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X
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Mr. Peter Reikes
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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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X
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Mr. Joseph H. Wender
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X(2)
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X
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X*
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—
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—
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X*
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X
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Total meetings in fiscal year 2019
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7
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4
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4
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4
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2
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6
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*
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Committee Chairperson
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**
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Finance Committee formed in May 2019.
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(1)
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Served on the Agenda Committee until March 22, 2019.
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(2)
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Served on the Audit Committee until March 22, 2019.
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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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Finance
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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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—
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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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—
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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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—
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Dr. Michael Hayden
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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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—
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Ms. Joan E. Herman
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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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—
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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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—
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—
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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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Dr. Brett Monia
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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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—
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Mr. Frederick T. Muto
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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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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. Peter Reikes
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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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—
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X
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X*
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—
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—
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X*
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*
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Committee Chairperson
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•
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reviews the annual and quarterly financial statements, including the disclosures contained under the caption “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” and oversees the annual and quarterly financial reporting processes, including sessions with the independent auditors and internal 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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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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•
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establishing and enforcing procedures for the receipt, retention and treatment of complaints regarding accounting or auditing
improprieties;
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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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overseeing cybersecurity preparedness; and
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meeting regularly with members of the internal audit/Advisory Services team.
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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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•
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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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3
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Any information that is included on or linked to our website is not part of this Proxy Statement or
any registration statement or report that incorporates this Proxy Statement by reference.
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4
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Any information that is included on or linked to our website is not part of this Proxy Statement or
any registration statement or report that incorporates this Proxy Statement by reference.
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•
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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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•
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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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•
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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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•
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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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•
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having sufficient time to devote to Ionis’ affairs;
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•
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demonstrating excellence in his or her field;
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•
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having sound business judgment; and
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•
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being committed to vigorously representing the long-term interests of our stockholders.
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5
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Any information that is included on or linked to our website is not part of this Proxy Statement or
any registration statement or report that incorporates this Proxy Statement by reference.
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•
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the name, age, business address and residence address of the nominee;
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•
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the principal occupation or employment of the nominee;
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•
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the stock ownership in Ionis of the nominee;
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•
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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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•
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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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6
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Any information that is included on or linked to our website is not part of this Proxy Statement or
any registration statement or report that incorporates this Proxy Statement by reference.
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7
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Any information that is included on or linked to our website is not part of this Proxy Statement or
any registration statement or report that incorporates this Proxy Statement by reference.
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i.
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the Amended Directors’ Plan provides for an increase to the aggregate number of shares of common stock authorized for issuance
under such plan by 800,000 shares to an aggregate of 2,800,000 shares;
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ii.
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the Amended Directors’ Plan provides for a reduced number of shares subject to automatic grants of stock options and provides a
fixed number of shares underlying automatic grants of restricted stock units (“RSUs”), with automatic initial grants of stock options to new Board members being reduced from 32,000 to 24,000 stock options, automatic annual grants of stock
options to new Board members being reduced from 16,000 to 12,000, and with automatic initial grants of RSUs to new Board members being changed from the product of 32,000 multiplied by a fraction (as determined by the Compensation
Committee from time to time, known as the RSU/Option Factor and described herein) to a fixed 10,667 shares, and with automatic annual grants of RSUs being changed from the product of 16,000 multiplied by the RSU/Option Factor to a fixed
5,333 shares;
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iii.
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the Amended Directors’ Plan revises the vesting schedule of awards from vesting in equal annual installments over four years to
vesting at the end of one year; and
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iv.
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the Amended Directors’ Plan extends the term of the Directors’ Plan by an additional ten years such that it will terminate on
June 1, 2030.
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•
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retain the services of persons now serving as our non-employee Directors;
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•
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attract and retain the services of persons capable of serving on our Board; and
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•
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incentivize our non-employee Directors to exert maximum efforts to promote our success.
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2017
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2018(1)
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2019(1)
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2020
(through March 31)(2) |
Shares subject to stock options granted
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96,000
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176,000
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192,000
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0
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Shares subject to RSUs granted
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16,002
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39,105
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85,321
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0
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Shares subject to equity awards canceled
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0
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0
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0
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0
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Net shares subject to equity awards(3)
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112,002
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215,105
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277,321
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0
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(1)
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The number of equity awards granted in 2018 and 2019 was higher due in part to the addition of new directors.
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(2)
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We grant nondiscretionary equity awards to non-employee Directors for each year in July of such year.
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(3)
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Shares subject to equity awards that are canceled or expire become available for re-issuance under the 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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•
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Initial Grants
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o
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An initial grant of a stock option to purchase shares of common stock to each person when he or she first becomes a non-employee
Director of Ionis equal to 24,000; and
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o
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An initial grant of an RSU award on the 15th of the month following the end of the quarter in which he or she first becomes a
non-employee Director of Ionis in an amount equal to 10,667.
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•
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Annual Grants
|
o
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An annual grant, on July 1, or the next business day should such date be on a Saturday, Sunday or holiday, of a stock option to
purchase 12,000 shares of common stock to each non-employee Director; and
|
o
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An annual grant, on July 1, or the next business day should such date be on a Saturday, Sunday or holiday, of an RSU award to each
non-employee Director in an amount equal to 5,333.
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•
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Initial Grants
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o
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An initial grant of a stock option to purchase 32,000 shares of common stock and an RSU award in an amount equal to 32,000
multiplied by the then applicable RSU/Option Factor described below to each person when he or she first becomes a non-employee Director.
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o
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The RSU/Option Factor is a ratio, represented by a fraction, as approved by the Compensation Committee when it sets the allocation
of equity compensation for our employees between options and RSU awards. The RSU/Option Factor can be as low as zero and as high as one. The RSU/Option Factor approved by the Compensation Committee as of the date the Board approved the
amendment and restatement of the Directors’ Plan was 1/6.
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•
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Annual Grants
|
o
|
An annual grant, on July 1, or the next business day should such date be on a Saturday, Sunday or holiday, of a stock option to
purchase 16,000 shares of common stock and an RSU award in an amount equal to 16,000 multiplied by the then applicable RSU/Option Factor to each non-employee Director.
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•
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Initial Grants: 100% of the shares subject to the option shall vest on the first
anniversary of the date of grant, provided that he or she has, during the entire year prior to such vesting date, continuously served as a non-employee Director, employee or consultant of Ionis or one of our affiliates.
|
•
|
Annual Grants: 100% of the shares subject to the option shall vest on the first
anniversary of the date of grant or the next regularly scheduled annual meeting of stockholders, whichever occurs earlier, provided that he or she has, during the entire period from the date of grant through such vesting date,
continuously served as a non-employee Director, employee, or consultant of Ionis or one of our affiliates.
|
•
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an optionholder’s spouse, children (by birth or adoption), stepchildren, grandchildren, or parents;
|
•
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a trust or other entity established solely for the optionholder’s benefit or the benefit of the optionholder’s spouse, children
(by birth or adoption), stepchildren, grandchildren, or parents for estate planning purposes; or
|
•
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an organization that is exempt from taxation under Section 501(c)(3) of the Code or to which tax-deductible charitable
contributions may be made under Section 170 of the Code.
|
•
|
Initial Grants: 100% of the shares subject to the RSU shall vest on the first anniversary
of the date of grant provided that he or she has, during the entire year prior to such vesting date, continuously served as a non-employee Director, employee or consultant of Ionis or one of our affiliates.
|
•
|
Annual Grants: 100% of the shares subject to the RSU shall vest on the first anniversary
of the date of grant or the next regularly scheduled annual meeting of stockholders, whichever occurs earlier, provided that he or she has, during the entire period from the date of grant through such vesting date, continuously served as
a non-employee Director, employee or consultant of Ionis or one of our affiliates.
|
Name of Non-Employee Director(1)
|
| |
Number of
Option Shares |
| |
Number of Restricted
Stock Unit Awards |
Spencer R. Berthelsen
|
| |
12,000
|
| |
5,333
|
Breaux B. Castleman
|
| |
12,000
|
| |
5,333
|
Michael Hayden
|
| |
12,000
|
| |
5,333
|
Joan Herman
|
| |
12,000
|
| |
5,333
|
Joseph Klein, III
|
| |
12,000
|
| |
5,333
|
Joseph Loscalzo
|
| |
12,000
|
| |
5,333
|
Frederick Muto
|
| |
12,000
|
| |
5,333
|
B. Lynne Parshall
|
| |
12,000
|
| |
5,333
|
Peter Reikes
|
| |
12,000
|
| |
5,333
|
Joseph Wender
|
| |
12,000
|
| |
5,333
|
Non-Employee Directors as a Group
|
| |
120,000
|
| |
53,330
|
(1)
|
We have omitted all employees and groups of employees required to be disclosed pursuant to Item 10 of Schedule 14A (17 C.F.R.
§240.14a-101), as employees are not eligible to receive awards under the Amended Directors’ Plan.
|
Name of Non-Employee Director(1)
|
| |
Total Number of
Shares |
| |
Options
|
| |
RSUs
|
Spencer R. Berthelsen
|
| |
287,958
|
| |
263,500
|
| |
24,458
|
Breaux B. Castleman
|
| |
156,708
|
| |
129,750
|
| |
26,958
|
Michael Hayden
|
| |
62,220
|
| |
48,000
|
| |
14,220
|
Joan Herman
|
| |
69,331
|
| |
48,000
|
| |
21,331
|
Joseph Klein, III
|
| |
247,958
|
| |
223,500
|
| |
24,458
|
Joseph Loscalzo
|
| |
143,583
|
| |
118,500
|
| |
25,083
|
Frederick Muto
|
| |
267,958
|
| |
243,500
|
| |
24,458
|
B. Lynne Parshall
|
| |
42,665
|
| |
32,000
|
| |
10,665
|
Peter Reikes
|
| |
62,220
|
| |
48,000
|
| |
14,220
|
Joseph Wender
|
| |
267,958
|
| |
243,500
|
| |
24,458
|
Non-Employee Directors as a Group
|
| |
1,608,559
|
| |
1,398,250
|
| |
210,309
|
(1)
|
We have omitted all employees and groups of employees required to be disclosed pursuant to Item 10 of Schedule 14A (17 C.F.R.
§240.14a-101), as employees are not eligible to receive awards under the Directors’ Plan.
|
|
What We Do
|
| |
What We Don’t Do
|
| ||||||
|
✔
|
| |
In 2020 we began allocating 20% of our Chief Executive Officer’s equity awards as performance-based
restricted stock units
|
| |
✘
|
| |
Do not guarantee a cash bonus – cash bonuses can, and have been, zero
|
|
|
✔
|
| |
Demand more of every employee: more commitment, more knowledge, more intensity, more innovation,
more productivity
|
| |
✘
|
| |
Do not provide perquisites for any employees
|
|
|
✔
|
| |
Reward productivity and performance
|
| |
✘
|
| |
Do not provide “gross-up” payments, other than for relocation
|
|
|
✔
|
| |
Recognize the value of long-term employees and low turnover
|
| |
✘
|
| |
Do not allow pledging, shorting or hedging against our stock
|
|
|
✔
|
| |
Use a balanced mix of fixed and variable cash incentives and long-term equity incentives
|
| |
✘
|
| |
Do not reprice or “cash-out” stock options without stockholder approval
|
|
|
✔
|
| |
Review compensation compared to the 25th, 50th and 75th percentiles of our peer group
|
| |
|
| |
|
|
|
✔
|
| |
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 Management By Objective (MBO) awards
|
| |
|
| |
|
|
|
✔
|
| |
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 executive officers and non-employee Directors 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 a “double trigger” for equity acceleration for change of control for our executive officers
|
| |
|
| |
|
|
|
✔
|
| |
Use an executive “clawback” policy
|
| |
|
| |
|
|
|
✔
|
| |
Use an independent compensation consultant engaged by the Compensation Committee
|
| |
|
| |
|
|
8
|
We use “non-GAAP” in place of “pro-forma” when discussing our financial results that exclude non-cash
compensation expense related to equity awards because we believe that non-GAAP financial results better represent the economics of our business and how we manage our business.
|
9
|
This graph is not “soliciting material,” is not deemed “filed” with the SEC, is not subject to the
liabilities of Section 18 of the Exchange Act and is not to be incorporated by reference in any of our filings under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
|
•
|
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)
245 Summer Street Boston, MA 02210 |
| |
21,124,062
|
| |
15.17%
|
|
| |
|
| |
|
The Vanguard Group(4)
100 Vanguard Boulevard Malvern, PA 19355 |
| |
11,966,392
|
| |
8.59%
|
|
| |
|
| |
|
Baillie Gifford & Co(5)
Calton Square 1 Greenside Row Edinburgh EH1 3AN Scotland UK |
| |
8,790,025
|
| |
6.31%
|
|
| |
|
| |
|
BlackRock, Inc.(6)
55 East 52nd Street New York, NY 10055 |
| |
8,402,389
|
| |
6.03%
|
|
| |
|
| |
|
BB Biotech AG(7)
Schwertstrasse 6 CH-8200, Schaffhausen Switzerland |
| |
7,994,955
|
| |
5.74%
|
|
| |
|
| |
|
ClearBridge Investments, LLC(8)
620 8th Avenue New York, NY 10018 |
| |
7,947,576
|
| |
5.71%
|
|
| |
|
| |
|
Spencer R. Berthelsen(9)
|
| |
205,553
|
| |
*
|
Breaux B. Castleman(10)
|
| |
104,933
|
| |
*
|
Stanley T. Crooke(11)
|
| |
1,504,382
|
| |
1.08%
|
Michael Hayden(12)
|
| |
9,778
|
| |
*
|
Joan Herman
|
| |
—
|
| |
*
|
Joseph Klein, III(13)
|
| |
48,783
|
| |
*
|
Joseph Loscalzo(14)
|
| |
91,808
|
| |
*
|
Frederick T. Muto(15)
|
| |
116,183
|
| |
*
|
B. Lynne Parshall(16)
|
| |
472,304
|
| |
*
|
Peter Reikes(17)
|
| |
9,778
|
| |
*
|
Joseph H. Wender(18)
|
| |
140,305
|
| |
*
|
Richard S. Geary(19)
|
| |
192,749
|
| |
*
|
Elizabeth L. Hougen(20)
|
| |
233,932
|
| |
*
|
Brett Monia(21)
|
| |
272,701
|
| |
*
|
Patrick R. O’Neil(22)
|
| |
81,794
|
| |
*
|
All Directors and executive officers as a group (eighteen persons)(23)
|
| |
3,716,250
|
| |
2.67%
|
*
|
Less than one percent
|
(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 139,231,034 shares of common stock outstanding on March 3, 2020, adjusted as required by rules
promulgated by the SEC.
|
(3)
|
Abigail P. Johnson is a Director, the Chairman, and the Chief Executive Officer 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)
|
The Vanguard Group has sole voting power to direct the vote of 100,184 shares, shared voting power to direct the vote of
36,447 shares, sole power to dispose or direct the disposition of 11,840,798 shares, and shared dispositive power for 125,594 shares. Vanguard Fiduciary Trust Company, a wholly owned subsidiary of The Vanguard Group, Inc., is the
beneficial owner of 57,428 shares of our common stock outstanding 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 110,992 shares of our common stock outstanding as a result of its serving as investment manager of Australian investment offerings.
|
(5)
|
Securities reported as beneficially owned by Baillie Gifford & Co are held by Baillie Gifford & Co. and/or one of more of
its investment advisor subsidiaries, which may include Baillie Gifford Overseas Limited, on behalf of investment advisory clients, which may include investment companies registered under the Investment Company Act. Baillie Gifford has
sole voting power to direct the vote of 4,046,041 shares and sole power to dispose or direct the disposition of 8,790,025 shares.
|
(6)
|
BlackRock, Inc. is a parent holding company and various persons 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. BlackRock has sole voting power to direct the vote of 7,668,838 shares and sole power to dispose or direct the disposition of 8,402,389 shares.
|
(7)
|
BB Biotech AG shares voting and dispositive powers for its shares with Biotech Invest N.V.
|
(8)
|
ClearBridge Investments, LLC is an investment adviser registered under the Investment Advisers Act. ClearBridge Investments has
sole voting power to direct the vote of 7,729,495 shares and sole power to dispose or direct the disposition of 7,947,576 shares.
|
(9)
|
Includes 70 shares owned by Dr. Berthelsen’s daughter for which he disclaims beneficial ownership. Includes 108,500 shares of
common stock issuable upon exercise of options held by Dr. Berthelsen that are exercisable on or before May 2, 2020.
|
(10)
|
Includes 89,750 shares of common stock issuable upon exercise of options held by Mr. Castleman that are exercisable on or before
May 2, 2020.
|
(11)
|
Includes 659,879 shares of common stock issuable upon exercise of options held by Dr. Crooke that are exercisable on or before
May 2, 2020. Also includes 700,391 shares of common stock held in a family trust for which Dr. Crooke shares voting and investment power. Also includes 44,596 shares of common stock issuable upon exercise of options held by Rosanne
Crooke, Dr. Crooke’s wife, which are exercisable on or before May 2, 2020. Dr. Crooke disclaims beneficial ownership of the shares of common stock owned and issuable upon exercise of options held by his wife.
|
(12)
|
Includes 8,000 shares of common stock issuable upon exercise of options held by Dr. Hayden that are exercisable on or before
May 2, 2020.
|
(13)
|
Includes 100 shares of common stock beneficially owned by Mr. Klein’s son and 36,000 shares of common stock issuable upon exercise
of options held by Mr. Klein that are exercisable on or before May 2, 2020.
|
(14)
|
Includes 78,500 shares of common stock issuable upon exercise of options held by Dr. Loscalzo that are exercisable on or before
May 2, 2020.
|
(15)
|
Includes 1,500 shares of common stock beneficially owned through the Cooley LLP Salary Deferral and Profit Sharing Plan and 100,500
shares of common stock issuable upon exercise of options held by Mr. Muto that are exercisable on or before May 2, 2020.
|
(16)
|
Includes 407,507 shares of common stock issuable upon exercise of options held by Ms. Parshall that are exercisable on or before
May 2, 2020.
|
(17)
|
Includes 8,000 shares of common stock issuable upon exercise of options held by Mr. Reikes that are exercisable on or before
May 2, 2020.
|
(18)
|
Includes shares of common stock held by Mr. Wender in a trust, and 78,500 shares of common stock issuable upon exercise of options
held by Mr. Wender that are exercisable on or before May 2, 2020.
|
(19)
|
Includes 162,303 shares of common stock issuable upon exercise of options held by Dr. Geary that are exercisable on or before
May 2, 2020.
|
(20)
|
Includes 201,558 shares of common stock issuable upon exercise of options held by Ms. Hougen that are exercisable on or before
May 2, 2020.
|
(21)
|
Includes 243,744 shares of common stock issuable upon exercise of options held by Dr. Monia that are exercisable on or before
May 2, 2020.
|
(22)
|
Includes 60,785 shares of common stock issuable upon exercise of options held by Mr. O’Neil that are exercisable on or before
May 2, 2020.
|
(23)
|
Includes an aggregate of 2,566,663 shares issuable upon exercise of options held by all current Directors and executive officers as
a group that are exercisable on or before May 2, 2020.
|
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)
|
| |
13,201,975
|
| |
$53.14
|
| |
5,172,193(2)
|
Total
|
| |
13,201,975
|
| |
$53.14
|
| |
5,172,193
|
(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, 686,336 remained available for purchase under the ESPP as of March 31, 2020.
|
Our Mission. 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 has the potential to treat diseases where no other therapeutic approach has proved effective.
|
| |
|
Ionis is focused on innovation. Ionis has implemented a business strategy intended to support
long-term innovation based on the efficiency of antisense technology. Ionis has created an 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 and our stockholders.
|
•
|
work with the understanding that patients depend on us;
|
•
|
continuously maintain an environment of cutting-edge innovation;
|
•
|
create and constantly advance a more efficient drug discovery platform – antisense technology;
|
•
|
pursue a business model and maintain a culture committed to creating long-term value through innovation;
|
•
|
broaden, deepen and advance our pipeline of antisense medicines;
|
•
|
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
|
| ||||||
|
✔
|
| |
In 2020 we began allocating 20% of our Chief Executive Officer’s equity awards as performance-based
restricted stock units
|
| |
✘
|
| |
Do not guarantee a cash bonus – cash bonuses can, and have been, zero
|
|
|
✔
|
| |
Demand more of every employee: more commitment, more knowledge, more intensity, more innovation,
more productivity
|
| |
✘
|
| |
Do not provide perquisites for any employees
|
|
|
✔
|
| |
Reward productivity and performance
|
| |
✘
|
| |
Do not provide “gross-up” payments, other than for relocation
|
|
|
✔
|
| |
Recognize the value of long-term employees and low turnover
|
| |
✘
|
| |
Do not allow pledging, shorting or hedging against our stock
|
|
|
✔
|
| |
Use a balanced mix of fixed and variable cash incentives and long-term equity incentives
|
| |
✘
|
| |
Do not reprice or “cash-out” stock options without stockholder approval
|
|
|
✔
|
| |
Review compensation compared to the 25th, 50th and 75th percentiles of our peer group
|
| |
|
| |
|
|
|
✔
|
| |
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 Management By Objectives (MBO) awards
|
| |
|
| |
|
|
|
✔
|
| |
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 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 a “double trigger” for equity acceleration for change of control for our officers
|
| |
|
| |
|
|
|
✔
|
| |
Use an executive “clawback” 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.
|
•
|
selecting the 2019 Executive Peer Group;
|
•
|
reviewing new hire awards and target annual equity awards for employees;
|
•
|
evaluating the pay mix for our executive officers;
|
•
|
assessing senior management compensation;
|
•
|
evaluating Board member compensation;
|
•
|
analyzing CEO compensation with respect to TSR; and
|
•
|
evaluating our named executive officer equity awards.
|
Beginning in 2020, we added performance-based restricted stock unit (“PRSU”) awards to the
compensation for our Chief Executive Officer. As further described below, certain stockholders previously requested we implement performance-based stock awards and after thoughtful deliberation, the Compensation Committee decided to grant
our CEO awards that provide him the opportunity to earn a
|
| |
|
defined number of shares of our common stock if we achieve pre-determined performance goals. The
PRSU awards represent 20% of our CEO’s equity compensation. We believe these PRSU awards provide a challenging incentive to the CEO to significantly grow the Company. One third of the PRSUs may vest at the end of three separate
performance periods spread over the three years following the date of grant (i.e., the one-year period commencing on the date of grant and ending on the first anniversary of the date of grant; the
two-year period commencing on the date of grant and ending on the second anniversary of the date of grant; and the three-year period commencing on the date of grant and ending on the third anniversary of the date of grant) based on the
Company’s relative TSR as compared to a peer group of companies and as measured, in each case, at the end of the applicable performance period. No number of PRSUs is guaranteed to vest and the actual number of PRSUs that will vest at the
end of each performance period may be anywhere from zero to 150% of the target number depending on the Company’s relative TSR.
|
•
|
work with the understanding that patients depend on us;
|
•
|
continuously maintain an environment of cutting-edge innovation;
|
•
|
create and constantly advance a more efficient drug discovery platform – antisense technology;
|
•
|
pursue a business model and maintain a culture committed to creating long-term value through innovation;
|
•
|
broaden, deepen and advance our pipeline of antisense medicines;
|
•
|
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 medicines (currently over 40) 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.
|
| |
|
•
|
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 with 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. Our executive officers who served as of December 31, 2019 have on average approximately 25 years and individually as much as over 30 years of tenure at Ionis.
|
•
|
The Company has carefully evaluated and selected each of our executive officers 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.
|
|
Years of Service
|
| |
Award
|
|
|
5
|
| |
$5,000
|
|
|
10
|
| |
$10,000
|
|
|
20
|
| |
$20,000
|
|
|
30
|
| |
$30,000
|
|
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.”
|
(1)
|
base salary;
|
(2)
|
Performance MBO – performance-based, at-risk cash compensation, no portion of which is
guaranteed;
|
(3)
|
stock-based compensation, including performance-based restricted stock unit awards for our CEO; and
|
(4)
|
the same benefits, including 401(k) matching, that we provide to all employees.
|
|
| |
•
|
| |
company-wide performance, including achievement of pre-established 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, stage of development and location;
|
•
|
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
|
|
|
Acadia Pharmaceuticals (ACAD)
|
| |
$223.8
|
| |
$3,411.1
|
| |
Market
|
|
|
Agios Pharmaceuticals (AGIO)
|
| |
$94.4
|
| |
$10,296.0
|
| |
Market
|
|
|
Alkermes (ALKS)
|
| |
$1,094.3
|
| |
$4,471.7
|
| |
Market
|
|
|
Alnylam Pharmaceuticals (ALNY)
|
| |
$74.9
|
| |
$8,837.7
|
| |
Market
|
|
|
Array BioPharma (ARRY)
|
| |
$173.8
|
| |
$4,877.0
|
| |
Phase III
|
|
|
BioMarin Pharmaceuticals (BMRN)
|
| |
$1,491.2
|
| |
$15,074.1
|
| |
Market
|
|
|
bluebird bio (BLUE)
|
| |
$54.6
|
| |
$7,695.9
|
| |
Phase III
|
|
|
Clovis Oncology (CLVS)
|
| |
$95.4
|
| |
$938.6
|
| |
Market
|
|
|
Exact Sciences Corp (EXAS)
|
| |
$454.5
|
| |
$12,541.4
|
| |
Market
|
|
|
Exelixis (EXEL)
|
| |
$853.8
|
| |
$5,828.1
|
| |
Market
|
|
|
Incyte Corporation (INCY)
|
| |
$1,881.9
|
| |
$16,921.5
|
| |
Market
|
|
|
Intercept Pharmaceuticals (ICPT)
|
| |
$179.8
|
| |
$2,548.0
|
| |
Market
|
|
|
Ironwood Pharmaceuticals (IRWD)
|
| |
$346.6
|
| |
$1,833.3
|
| |
Market
|
|
|
Jazz Pharmaceuticals (JAZZ)
|
| |
$1,890.9
|
| |
$7,358.5
|
| |
Market
|
|
|
Ligand Pharmaceuticals (LGND)
|
| |
$251.5
|
| |
$2,471.9
|
| |
Market
|
|
|
Nektar Therapeutics (NKTR)
|
| |
$1,193.3
|
| |
$5,514.5
|
| |
Market
|
|
|
Neurocrine Biosciences (NBIX)
|
| |
$451.2
|
| |
$6,806.6
|
| |
Market
|
|
|
Sarepta (SRPT)
|
| |
$301.0
|
| |
$8,571.7
|
| |
Market
|
|
|
Seattle Genetics (SGEN)
|
| |
$654.7
|
| |
$10,808.4
|
| |
Market
|
|
|
The Medicines Company (MDCO)
|
| |
$6.1
|
| |
$2,350.0
|
| |
Market
|
|
|
Ionis Pharmaceuticals, Inc. (IONS)
|
| |
$599.710
|
| |
$10,282.1
|
| |
Market
|
|
|
Ionis’ Ranking
|
| |
8
|
| |
6
|
| |
N/A
|
|
|
Ionis’ Percentile Rank
|
| |
67%
|
| |
79%
|
| |
N/A
|
|
10
|
As reported in our Annual Report on Form 10-K for the year ended December 31, 2018.
|
All companies in all industries strive to be more productive than their peers. Leadership
management and compensation systems are all focused on enhancing long-term productivity. However, measuring productivity is challenging, particularly in biotechnology.
|
| |
|
|
| ||
Even for established R&D-based pharmaceutical companies for which the comparator group is
obvious, comparisons of productivity are challenging. While revenues and profits per employee may be good measures for a portion of the equation, they provide
|
| ||
little insight into potential for topline sales growth and no insight into innovation, which is the
foundation for long-term sustainable growth. To provide insight into these attributes, measures of the size, maturity and potential value of the drug pipeline as well as the number of issued patents are useful and, viewed in the context
of the Company’s financial performance, they help show a comprehensive picture of the Company’s productivity and strength. We have historically been, and continue to be, at the top of the Executive Peer Group in these measures. For
example, of the companies in the Executive Peer Group, we have the fewest employees per medicine in clinical trial. With approximately 25 medicines in clinical trials and just 520 employees, we are able to develop more medicines more
efficiently, all while continuing to achieve exceptional financial results.11
|
•
|
We earned an all-time high for revenue of $1.1 billion, substantially exceeded our 2019 financial guidance, achieved non-GAAP net
income of over $400 million and ended the year with $2.5 billion in cash – exceptional financial performance that resulted from increased commercial revenue and R&D revenue that nearly doubled that of 2018.
|
•
|
We achieved these financial successes while advancing four medicines into pivotal studies, achieving positive clinical
proof-of-concept results from five medicines, advancing numerous medicines into earlier stages of development (including six new Ionis-owned medicines) and investing in complementary new technologies to facilitate continued pipeline
growth.
|
•
|
We launched WAYLIVRA in Europe and grew TEGSEDI sales globally, achieving $42 million in product sales.
|
11
|
Based on data reported on each reporting company’s website and Annual Report on Form 10-K for the
year ended December 31, 2019.
|
*
|
Non-GAAP
|
12
|
We use “non-GAAP” in place of “pro-forma” when discussing our financial results that exclude non-cash
compensation expense related to equity awards because we believe that non-GAAP financial results better represent the economics of our business and how we manage our business.
|
•
|
A significant portion of cash compensation is at risk. The Compensation Committee structures cash compensation such that a significant proportion of our CEO’s and other named executive officers’ 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 named executive officers 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 named executive officers such that less of their compensation is in the form of salary. For example, in previous years, the Compensation Committee did not
increase salaries for the CEO or our named executive officers 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
Chairman, President and CEO(1) |
| |
2019
|
| |
$911,506
|
| |
$925,748
|
| |
$7,623,978
|
| |
10%
|
| |
10%
|
| |
80%
|
|
|
Elizabeth L. Hougen
SVP, Finance and CFO |
| |
2019
|
| |
$479,880
|
| |
$299,925
|
| |
$2,647,671
|
| |
14%
|
| |
9%
|
| |
77%
|
|
|
Brett Monia
COO(2) |
| |
2019
|
| |
$527,850
|
| |
$395,888
|
| |
$5,470,759
|
| |
8%
|
| |
6%
|
| |
86%
|
|
|
Richard Geary
SVP, Development |
| |
2019
|
| |
$491,186
|
| |
$294,712
|
| |
$3,078,281
|
| |
13%
|
| |
8%
|
| |
79%
|
|
|
Patrick O’Neil
SVP, Legal, General Counsel and Corporate Secretary |
| |
2019
|
| |
$483,052
|
| |
$289,831
|
| |
$2,647,671
|
| |
14%
|
| |
9%
|
| |
77%
|
|
(1)
|
As of January 2020, Dr. Crooke transitioned to Executive Chairman of the Board.
|
(2)
|
As of January 2020, Dr. Brett Monia became Chief Executive Officer.
|
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.
|
•
|
Current Base Salary (x) Merit Increase = Increase to Base Salary
|
•
|
Current Base Salary (+) Increase to Base Salary = New Base Salary
|
2019 Base Salary
|
| |
(x)
|
| |
Merit Increase
|
| |
=
|
| |
Increase to Base Salary
|
$479,880
|
| |
(x)
|
| |
4.1%
|
| |
=
|
| |
$19,675
|
Current Base Salary
|
| |
(+)
|
| |
Increase to Base Salary
|
| |
=
|
| |
New Base Salary in 2020
|
$479,880
|
| |
(+)
|
| |
$19,675
|
| |
=
|
| |
$499,555
|
13
|
We elected to use Ms. Hougen’s data as an illustration of the 2020 salary calculation, as Dr.
Crooke’s 2020 salary was evaluated separately in connection with his transition to Executive Chairman of the Board in January 2020.
|
Performance MBO Awards can be zero. The
multipliers in this formula ensure we award bonuses based on both Ionis’ performance and individual performance. This means an employee may not receive a Performance MBO even if he or she
performed well in a year in which the Company does not meet its corporate objectives. Similarly, if an employee performed poorly in a year in which the Company met its corporate objectives, he or she may not receive a Performance MBO.
|
| |
|
•
|
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 Performance MBO percentages on position levels within Ionis. The Target Performance MBO percentages for 2019 were:
Directors 20%; Executive Directors 25%; Vice Presidents 30% or 35%; Senior Vice Presidents 40%; COO 50%; and CEO 65%.
|
|
Name
|
| |
Minimum Performance
MBO Percentage of Salary |
| |
Maximum Performance
MBO Percentage of Salary |
|
|
Stanley T. Crooke
|
| |
0%
|
| |
208%
|
|
|
Elizabeth L. Hougen
|
| |
0%
|
| |
128%
|
|
|
Brett Monia
|
| |
0%
|
| |
160%
|
|
|
Richard Geary
|
| |
0%
|
| |
128%
|
|
|
Patrick O’Neil
|
| |
0%
|
| |
128%
|
|
|
| |
•
|
| |
At the end of each year, the Compensation Committee meets to evaluate Ionis’ overall performance for
the year. As described below in the chart called “Evaluation of 2019 Corporate Objectives,” the Compensation Committee measures Ionis’ performance based upon the achievement of goals set at the beginning of the year with objective
measures and agreed upon by our Board and upper management.
|
| |
|
|
| |
•
|
| |
In addition, the Compensation Committee considers our one-, three- and five-year TSRs, and based on
these returns has negative discretion to reduce the Corporate Performance Factor and 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.
|
•
|
We earned an all-time high for revenue of $1.1 billion, substantially exceeded our 2019 financial guidance, achieved non-GAAP net
income of over $400 million and ended the year with $2.5 billion in cash – exceptional financial performance that resulted from increased commercial revenue and R&D revenue that nearly doubled that of 2018.
|
•
|
We achieved these financial successes while advancing four medicines into pivotal studies, achieving positive clinical
proof-of-concept results from five medicines, advancing numerous medicines into earlier stages of development (including six new Ionis-owned medicines) and investing in complementary new technologies to facilitate continued pipeline
growth.
|
•
|
We launched WAYLIVRA in Europe and grew TEGSEDI sales globally, achieving $42 million in product sales.
|
|
Evaluation of 2019 Corporate Objectives
|
| ||||||||||||
|
|
| |
Objective & Pre-Approved Objective Measures
|
| |
Evaluation
|
| ||||||
|
1
|
| |
Meet budget/projections:
|
| |
Ionis exceeded this objective:
|
| ||||||
|
•
|
| |
Achieve a specified target in pro forma operating profit
|
| |
•
|
| |
Ionis significantly exceeded the specified target by earning more than $500 million in non-GAAP
operating income
|
| |||
|
•
|
| |
Meet financial guidance
|
| |
•
|
| |
Ionis substantially exceeded financial guidance
|
| |||
|
2
|
| |
Strengthen Akcea/Ionis partnership to improve performance:
|
| |
Ionis met this objective:
|
| ||||||
|
•
|
| |
Optimize Akcea pipeline and strategic investment plan and enhance intercompany communications to
achieve greater efficiency and effectiveness
|
| |
•
|
| |
Ionis and Akcea achieved significantly improved intercompany operational performance
|
| |||
|
3
|
| |
Make TEGSEDI (inotersen) commercially successful:
|
| |
Ionis partially met this objective:
|
| ||||||
|
•
|
| |
2019 sales ≥ a specified sales target
|
| |
•
|
| |
Did not achieve; however, we attained a substantial percentage of the specified sales target
|
| |||
|
•
|
| |
Achieve acceptable pricing approvals in key jurisdictions
|
| |
•
|
| |
Successfully achieved acceptable pricing approvals in multiple key jurisdictions
|
| |||
|
•
|
| |
Achieve approval in Brazil
|
| |
•
|
| |
Achieved approval in Brazil
|
| |||
|
4
|
| |
Initiate four pivotal studies
|
| |
Ionis met this objective:
|
| ||||||
|
|
| |
|
| |
•
|
| |
Ionis initiated four Phase 3 studies (for tominersen, tofersen, AKCEA-APO(a)- LRx and AKCEA-TTR- LRx)
|
| |||
|
5
|
| |
Advance pipeline to enable ten or more Phase 3 studies in next two years:
|
| |
Ionis exceeded this objective:
|
| ||||||
|
•
|
| |
Positive clinical proof-of-concept results (Phase 2 or otherwise at study completion) from ≥ five
medicines
|
| |
•
|
| |
Ionis achieved positive clinical proof-of-concept for eight medicines
|
| |||
|
6
|
| |
Facilitate the scientific and regulatory communities’ understanding and appreciation of the benefits
of our LICA technology
|
| |
Ionis met this objective
|
| ||||||
|
7
|
| |
Increase stock price performance by a specified target percentage greater than or equal to median of
the companies listed in the Nasdaq Biotechnology Index.
|
| |
Ionis exceeded this objective:
|
| ||||||
|
•
|
| |
Ionis’ stock price outperformed the median stock price change for companies listed in the Nasdaq
Biotechnology Index by a percentage greater than the specified target
|
| |||||||||
|
8
|
| |
Achieve successful executive level transition:
|
| |
Ionis met this objective:
|
| ||||||
|
•
|
| |
Achieve positive CEO transition
|
| |
•
|
| |
Ionis successfully prepared for the transition of the CEO role from Dr. Crooke to Dr. Monia
|
| |||
|
•
|
| |
Establish effective senior level organization to support successful 2020 transition
|
| |
•
|
| |
Ionis made several senior level organizational changes to support the 2020 CEO transition,
specifically, Ionis appointed Frank Bennet, Ph.D., to Chief Scientific Officer and promoted Eric Swayze, Ph.D., to Senior Vice President of Research
|
| |||
|
9
|
| |
SPINRAZA – Achieve successful commercialization:
|
| |
Ionis substantially met this objective:
|
| ||||||
|
•
|
| |
2019 sales ≥ a specified target with royalties ≥ a specified target
|
| |
•
|
| |
Ionis achieved an overwhelming percentage of its SPINRAZA sales and royalty targets for 2019
|
|
|
Evaluation of 2019 Corporate Objectives
|
| ||||||||||||
|
|
| |
Objective & Pre-Approved Objective Measures
|
| |
Evaluation
|
| ||||||
|
10
|
| |
WAYLIVRA – Achieve successful commercialization:
|
| |
Ionis substantially met this objective:
|
| ||||||
|
•
|
| |
Achieve approval in EU
|
| |
•
|
| |
Achieved EU approval in May 2019
|
| |||
|
•
|
| |
Define path with FDA for US approval
|
| |
•
|
| |
Made significant progress with FDA defining a path for US approval
|
| |||
|
•
|
| |
2019 sales ≥ a specified sales target (contingent on EU approval)
|
| |
•
|
| |
Did not achieve
|
| |||
|
11
|
| |
Achieve sufficient R&D revenue to meet a specified target in pro forma operating profit
|
| |
Ionis exceeded this objective
|
| ||||||
|
12
|
| |
Progress rapid development of AKCEA-TTR-LRx for both hereditary and wild type:
|
| |
Ionis met this objective:
|
| ||||||
|
•
|
| |
Successfully complete Phase 1 study to support Phase 3 development
|
| |
•
|
| |
Achieved
|
| |||
|
•
|
| |
Initiate Phase 3 study for AKCEA-TTR-LRx
|
| |
•
|
| |
Ionis initiated a Phase 3 study of AKCEA-TTR-LRx in patients with polyneuropathy driven by hereditary TTR amyloidosis
|
| |||
|
13
|
| |
Make Novartis relationship successful:
|
| |
Ionis met this objective:
|
| ||||||
|
•
|
| |
Successful end of Phase 2 meeting with FDA for AKCEA-APO(a)-LRx
|
| |
•
|
| |
Achieved
|
| |||
|
•
|
| |
Achieve positive option for AKCEA-APO(a)-LRx
|
| |
•
|
| |
Novartis exercised its option to license AKCEA-APO(a)-LRx
|
| |||
|
•
|
| |
Novartis initiation of AKCEA-APO(a)-LRx Phase 3 study
|
| |
•
|
| |
Novartis initiated a Phase 3 study of AKCEA-APO(a)-LRx
|
| |||
|
•
|
| |
Complete dosing for Phase 2 AKCEA-APOCIII-LRx study
|
| |
•
|
| |
Dosing completed for Phase 2 study of AKCEA-APOCIII-LRx
|
| |||
|
14
|
| |
Make Biogen relationship successful:
|
| |
Ionis substantially met this objective:
|
| ||||||
|
•
|
| |
Achieve enrollment targets for IONIS-MAPTRx study
|
| |
•
|
| |
Ionis achieved its enrollment targets for IONIS-MAPTRx study
|
| |||
|
•
|
| |
Initiate Phase 3 study for tofersen
|
| |
•
|
| |
Achieved
|
| |||
|
•
|
| |
Dose first patient for two specified programs
|
| |
•
|
| |
Achieved for one program
|
| |||
|
•
|
| |
Achieve initiation of IND-tox studies for three new drug programs
|
| |
•
|
| |
Achieved
|
| |||
|
•
|
| |
Achieve ≥ two new target sanctions and acceptance by Biogen
|
| |
•
|
| |
Ionis achieved two new target sanctions for Biogen
|
| |||
|
•
|
| |
Identify ≥ three development candidates and acceptance by Biogen
|
| |
•
|
| |
Ionis identified three development candidates for Biogen
|
| |||
|
15
|
| |
Make Roche relationship successful:
|
| |
Ionis substantially met this objective:
|
| ||||||
|
•
|
| |
Roche dosing of first patient in IONIS-HTTRx registration study
|
| |
•
|
| |
Roche dosed first patient in IONIS-HTTRx registration study
|
| |||
|
•
|
| |
Initiate Phase 2 AMD study for FB and enroll a target number of patients with study on budget
|
| |
•
|
| |
Ionis initiated a Phase 2 study for FB in AMD and is continuing to enroll patients
|
| |||
|
•
|
| |
Oversee safety for FB AMD study
|
| |
•
|
| |
Ionis oversaw safety for FB AMD study
|
| |||
|
16
|
| |
Make AstraZeneca relationship successful:
|
| |
Ionis partially met
this objective:
|
| ||||||
|
•
|
| |
Advance danvatirsen to registration study
|
| |
•
|
| |
Did not advance to registration study
|
| |||
|
•
|
| |
Initiate IND-toxicology study for a specified program
|
| |
•
|
| |
IND-toxicology study was initiated and completed
|
| |||
|
•
|
| |
AZ positive completion of subcutaneous and oral Phase 1 studies and decision to advance to Phase 2
for a specified program
|
| |
•
|
| |
Subcutaneous Phase 1a completed and oral study ongoing
|
| |||
|
•
|
| |
Achieve positive oral Phase 1 study with ≥ a target percentage bioavailability for a specified
program
|
| |
•
|
| |
Oral study ongoing
|
| |||
|
•
|
| |
AZ dosing of first patient in Phase 1 study for two specified programs
|
| |
•
|
| |
Achieved for one program
|
| |||
|
•
|
| |
Achieve development candidate approval and license fee from AZ for a specified program
|
| |
•
|
| |
Did not achieve
|
| |||
|
•
|
| |
Achieve two target sanctions
|
| |
•
|
| |
Ionis achieved two target sanctions for AZ programs
|
|
|
Name
|
| |
Base
Salary |
| |
Target
Performance MBO % |
| |
Company
Performance Factor |
| |
Individual
Performance Factor(1) |
| |
Resulting
Performance MBO |
| |
Results Considered When
Setting Individual Performance Factor(1) |
|
|
Stanley T. Crooke(2)
|
| |
$911,506
|
| |
65%
|
| |
125%
|
| |
125%
|
| |
$925,748
|
| |
1-23
|
|
|
Elizabeth L. Hougen
|
| |
$479,880
|
| |
40%
|
| |
125%
|
| |
125%
|
| |
$299,925
|
| |
1-3, 7-11, 19 & 23
|
|
|
Brett Monia(2)
|
| |
$527,850
|
| |
50%
|
| |
125%
|
| |
120%
|
| |
$395,888
|
| |
1-23
|
|
|
Richard Geary
|
| |
$491,186
|
| |
40%
|
| |
125%
|
| |
120%
|
| |
$294,712
|
| |
1-2, 4-6, 8, 11-18 & 20-22
|
|
|
Patrick O’Neil
|
| |
$483,052
|
| |
40%
|
| |
125%
|
| |
120%
|
| |
$289,831
|
| |
1-2, 6-8, 13-19 & 23
|
|
(1)
|
The numbers correspond to the enumerated objectives in the table entitled “Evaluation of 2019 Corporate Objectives” on pages 54 through 56. The Compensation Committee reviews the individual’s contribution towards the corporate objectives and other accomplishments set forth above when determining the Individual
Performance Factors.
|
(2)
|
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 stock option awards.
|
Our stock compensation budget minimizes dilution. Each year the Compensation Committee approves a budget that sets the number of stock options and RSUs we can grant our employees for annual merit awards. We do not grant stock options or RSUs that
exceed this budget without the Compensation Committee’s approval. Over the past three years, the average merit award stock
|
| |
|
budget set by the Compensation Committee has been approximately 2.2% of our outstanding common
stock on an issued and outstanding basis. This stock compensation budget, and therefore our equity compensation burn rate, is well below the Executive Peer Group average of 4% from 2016 through 2018. We believe this stock budget is an
important tool to balance our compensation objectives with stockholder interests. For 2019 performance, the Compensation Committee set a merit stock award budget that resulted in approximately 2 million stock options and approximately
900,000 RSUs awarded to employees, including the executive officers. Together these shares represent approximately 2% of our outstanding common stock on an issued and outstanding basis for that year. This budget, as well as each
employee’s position level and performance in the previous year, ultimately determines the size of the individual annual stock grants.
|
|
Executive Officer/Director
|
| |
Stock Ownership Guideline
(as a multiple of base salary/annual cash retainer) |
|
|
CEO
|
| |
3 times Base Salary
|
|
|
COO
|
| |
2 times Base Salary
|
|
|
All other executive officers
|
| |
1 times Base Salary
|
|
|
Non-employee Directors
|
| |
4 times Base Annual Cash Retainer
|
|
•
|
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)
($) |
| |
Stock
Awards(2)(3) ($) |
| |
Option Awards(2)
($) |
| |
All Other
Compensation(4) ($) |
| |
Total
($) |
|
|
Stanley T. Crooke(5)
Chairman, President, Chief Executive Officer
|
| |
2019
|
| |
$911,506
|
| |
$925,748
|
| |
$3,712,677
|
| |
$3,911,301
|
| |
$137,598
|
| |
$9,598,830
|
|
|
2018
|
| |
$883,242
|
| |
$759,257
|
| |
$1,870,630
|
| |
$4,073,394
|
| |
$39,056
|
| |
$7,625,579
|
| |||
|
2017
|
| |
$849,271
|
| |
$1,006,068
|
| |
$1,306,509
|
| |
$4,113,250
|
| |
$39,554
|
| |
$7,314,652
|
| |||
|
Elizabeth L. Hougen
Senior Vice President, Finance and Chief Financial Officer |
| |
2019
|
| |
$479,880
|
| |
$299,925
|
| |
$1,289,352
|
| |
$1,358,319
|
| |
$54,382
|
| |
$3,481,858
|
|
|
2018
|
| |
$448,363
|
| |
$245,985
|
| |
$645,931
|
| |
$1,406,573
|
| |
$47,214
|
| |
$2,794,066
|
| |||
|
2017
|
| |
$425,224
|
| |
$264,064
|
| |
$362,454
|
| |
$1,141,147
|
| |
$38,887
|
| |
$2,231,776
|
| |||
|
Brett Monia(6)
Chief Operating Officer |
| |
2019
|
| |
$527,850
|
| |
$395,888
|
| |
$2,664,113
|
| |
$2,806,646
|
| |
$133,466
|
| |
$6,527,963
|
|
|
2018
|
| |
$508,124
|
| |
$351,900
|
| |
$1,042,207
|
| |
$2,331,712
|
| |
$41,756
|
| |
$4,275,699
|
| |||
|
2017
|
| |
$443,480
|
| |
$335,271
|
| |
$384,720
|
| |
$1,211,167
|
| |
$38,254
|
| |
$2,412,892
|
| |||
|
Richard S. Geary
Senior Vice President, Development |
| |
2019
|
| |
$491,186
|
| |
$294,712
|
| |
$1,499,030
|
| |
$1,579,251
|
| |
$43,896
|
| |
$3,908,075
|
|
|
2018
|
| |
$474,576
|
| |
$261,966
|
| |
$687,390
|
| |
$1,496,862
|
| |
$48,403
|
| |
$2,969,196
|
| |||
|
2017
|
| |
$456,323
|
| |
$320,339
|
| |
$362,454
|
| |
$1,141,147
|
| |
$31,219
|
| |
$2,311,482
|
| |||
|
Patrick R. O’Neil
Senior Vice President, Legal, General Counsel and Corporate Secretary |
| |
2019
|
| |
$483,052
|
| |
$289,831
|
| |
$1,289,352
|
| |
$1,358,319
|
| |
$43,347
|
| |
$3,463,901
|
|
|
2018
|
| |
$468,074
|
| |
$236,845
|
| |
$646,144
|
| |
$1,407,061
|
| |
$37,090
|
| |
$2,795,214
|
| |||
|
2017
|
| |
$454,000
|
| |
$294,192
|
| |
$362,454
|
| |
$1,141,147
|
| |
$31,851
|
| |
$2,283,644
|
|
(1)
|
We present bonuses in the years they were earned, not in the year paid. Bonuses represent compensation for achievements and are not
necessarily paid in the year they are earned; for example, in January 2020 we paid bonuses for 2019 performance.
|
(2)
|
Amounts represent the aggregate expense recognized for financial statement reporting purposes in accordance with FASB Topic ASC 718
(“ASC 718”) for stock and option awards granted to our named executive officers. ASC 718 expense for the option awards is based on the fair value of the awards on the date of grant using an option-pricing model. The fair value of RSUs is
based on the market price of our common stock on the date of grant. For more information, please see Note 4, Stockholders’ Equity, of the consolidated financial statements in our Annual Report on
Form 10-K for the year ended December 31, 2019 regarding assumptions underlying valuation of equity awards.
|
(3)
|
Stock awards for our named executive officers increased in 2019 due primarily to a shift in allocation of option equivalents from
75% stock options/25% RSUs to 60% stock options/40% RSUs.
|
(4)
|
Includes AD&D, Basic Life, Medical, Dental, Vision and 401(k) matching contributions, which are available to all employees. For
Drs. Crooke and Monia, also includes a Lifetime Achievement Award and Commitment to Ionis Award for 2019.
|
(5)
|
As of January 2020, Dr. Crooke transitioned to Executive Chairman of the Board.
|
(6)
|
As of January 2020, Dr. Brett Monia became Chief Executive Officer.
|
|
Name
|
| |
Grant Date
|
| |
All
Other Stock Awards: Number of Shares of Stock or Units (#) |
| |
All Other
Option Awards: Number of Securities Underlying Options (#) |
| |
Exercise
or Base Price of Option Awards ($/Sh) |
| |
Grant Date
Fair Value of Stock and Option Awards(1) ($) |
|
|
Stanley T. Crooke
|
| |
1/2/19
|
| |
|
| |
143,400
|
| |
$53.77
|
| |
$3,911,301
|
|
|
1/15/19
|
| |
63,726
|
| |
|
| |
|
| |
$3,712,677
|
| |||
|
Elizabeth L. Hougen
|
| |
1/2/19
|
| |
|
| |
49,800
|
| |
$53.77
|
| |
$1,358,319
|
|
|
1/15/19
|
| |
22,131
|
| |
|
| |
|
| |
$1,289,352
|
| |||
|
Brett Monia
|
| |
1/2/19
|
| |
|
| |
102,900
|
| |
$53.77
|
| |
$2,806,646
|
|
|
1/15/19
|
| |
45,728
|
| |
|
| |
|
| |
$2,664,113
|
| |||
|
Richard S. Geary
|
| |
1/2/19
|
| |
|
| |
57,900
|
| |
$53.77
|
| |
$1,579,251
|
|
|
1/15/19
|
| |
25,730
|
| |
|
| |
|
| |
$1,499,030
|
| |||
|
Patrick R. O’Neil
|
| |
1/2/19
|
| |
|
| |
49,800
|
| |
$53.77
|
| |
$1,358,319
|
|
|
1/15/19
|
| |
22,131
|
| |
|
| |
|
| |
$1,289,352
|
|
(1)
|
Amounts represent the aggregate expense recognized for financial statement reporting purposes in accordance with FASB Topic ASC 718
(“ASC 718”) for stock and option awards granted to our named executive Officers. ASC 718 expense for the option awards is based on the fair value of the awards on the date of grant using an option-pricing model. The fair value of RSUs is
based on the market price of our common stock on the date of grant. For more information, please see Note 4, Stockholders’ Equity, of the consolidated financial statements in our Annual Report on
Form 10-K for the year ended December 31, 2019 regarding assumptions underlying valuation of equity awards.
|
|
|
| |
|
| |
Option Awards
|
| |
|
| |
|
| |
Stock Awards
|
| ||||||
|
Name
|
| |
Grant Date
|
| |
Number of Securities
Underlying Unexercised Options (#) Exercisable(1) |
| |
Number of Securities
Underlying Unexercised Options (#) Unexercisable |
| |
Option
Exercise Price ($) |
| |
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
|
| |
1/2/2014
|
| |
27,180
|
| |
—
|
| |
$39.87
|
| |
1/1/2021
|
| |
—
|
| |
—
|
|
|
1/2/2015
|
| |
165,000
|
| |
—
|
| |
$61.57
|
| |
1/1/2022
|
| |
—
|
| |
—
|
| |||
|
1/4/2016
|
| |
191,115
|
| |
4,067
|
| |
$61.68
|
| |
1/3/2023
|
| |
—
|
| |
—
|
| |||
|
1/3/2017
|
| |
118,863
|
| |
44,150
|
| |
$47.34
|
| |
1/2/2024
|
| |
—
|
| |
—
|
| |||
|
1/2/2018
|
| |
75,792
|
| |
82,383
|
| |
$49.25
|
| |
1/1/2025
|
| |
—
|
| |
—
|
| |||
|
1/2/2019
|
| |
—
|
| |
143,400
|
| |
$53.77
|
| |
1/1/2026
|
| |
—
|
| |
—
|
| |||
|
1/15/2016
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
8,132
|
| |
$491,254
|
| |||
|
1/15/2017
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
13,584
|
| |
$820,609
|
| |||
|
1/15/2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
26,361
|
| |
$1,592,468
|
| |||
|
1/15/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
63,726
|
| |
$3,849,688
|
| |||
|
Elizabeth L. Hougen
|
| |
1/2/2014
|
| |
45,000
|
| |
—
|
| |
$39.87
|
| |
1/1/2021
|
| |
—
|
| |
—
|
|
|
1/2/2015
|
| |
33,112
|
| |
—
|
| |
$61.57
|
| |
1/1/2022
|
| |
—
|
| |
—
|
| |||
|
1/4/2016
|
| |
37,443
|
| |
797
|
| |
$61.68
|
| |
1/3/2023
|
| |
—
|
| |
—
|
| |||
|
1/3/2017
|
| |
32,976
|
| |
12,249
|
| |
$47.34
|
| |
1/2/2024
|
| |
—
|
| |
—
|
| |||
|
1/2/2018
|
| |
26,172
|
| |
28,447
|
| |
$49.25
|
| |
1/1/2025
|
| |
—
|
| |
—
|
| |||
|
1/2/2019
|
| |
—
|
| |
49,800
|
| |
$53.77
|
| |
1/1/2026
|
| |
—
|
| |
—
|
| |||
|
1/15/2016
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,593
|
| |
$96,233
|
| |||
|
1/15/2017
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
3,768
|
| |
$227,625
|
| |||
|
1/15/2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
9,102
|
| |
$549,852
|
| |||
|
1/15/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
22,131
|
| |
$1,336,934
|
| |||
|
Brett Monia
|
| |
1/2/2014
|
| |
45,000
|
| |
—
|
| |
$39.87
|
| |
1/1/2021
|
| |
—
|
| |
—
|
|
|
1/2/2015
|
| |
36,423
|
| |
—
|
| |
$61.57
|
| |
1/1/2022
|
| |
—
|
| |
—
|
| |||
|
1/4/2016
|
| |
37,443
|
| |
797
|
| |
$61.68
|
| |
1/3/2023
|
| |
—
|
| |
—
|
| |||
|
1/3/2017
|
| |
35,000
|
| |
13,000
|
| |
$47.34
|
| |
1/2/2024
|
| |
—
|
| |
—
|
| |||
|
1/2/2018
|
| |
27,852
|
| |
30,273
|
| |
$49.25
|
| |
1/1/2025
|
| |
—
|
| |
—
|
| |||
|
1/14/2018
|
| |
14,375
|
| |
15,625
|
| |
$53.22
|
| |
1/13/2025
|
| |
—
|
| |
—
|
| |||
|
1/2/2019
|
| |
—
|
| |
102,900
|
| |
$53.77
|
| |
1/1/2026
|
| |
—
|
| |
—
|
| |||
|
1/15/2016
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,593
|
| |
$96,233
|
| |||
|
1/15/2017
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
4,000
|
| |
$241,640
|
| |||
|
1/15/2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
9,687
|
| |
$585,192
|
| |||
|
1/15/2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
5,000
|
| |
$302,050
|
| |||
|
1/15/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
45,728
|
| |
$2,762,428
|
|
|
|
| |
|
| |
Option Awards
|
| |
|
| |
|
| |
Stock Awards
|
| ||||||
|
Name
|
| |
Grant Date
|
| |
Number of Securities
Underlying Unexercised Options (#) Exercisable(1) |
| |
Number of Securities
Underlying Unexercised Options (#) Unexercisable |
| |
Option
Exercise Price ($) |
| |
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) ($) |
|
|
Richard Geary
|
| |
1/2/2014
|
| |
25,000
|
| |
—
|
| |
$39.87
|
| |
1/1/2021
|
| |
—
|
| |
—
|
|
|
1/2/2015
|
| |
33,112
|
| |
—
|
| |
$61.57
|
| |
1/1/2022
|
| |
—
|
| |
—
|
| |||
|
1/4/2016
|
| |
37,443
|
| |
797
|
| |
$61.68
|
| |
1/3/2023
|
| |
—
|
| |
—
|
| |||
|
1/3/2017
|
| |
8,976
|
| |
12,249
|
| |
$47.34
|
| |
1/2/2024
|
| |
—
|
| |
—
|
| |||
|
1/2/2018
|
| |
27,852
|
| |
30,273
|
| |
$49.25
|
| |
1/1/2025
|
| |
—
|
| |
—
|
| |||
|
1/2/2019
|
| |
—
|
| |
57,900
|
| |
$53.77
|
| |
1/1/2026
|
| |
—
|
| |
—
|
| |||
|
1/15/2016
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,593
|
| |
$96,233
|
| |||
|
1/15/2017
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
3,768
|
| |
$227,625
|
| |||
|
1/15/2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
9,687
|
| |
$585,192
|
| |||
|
1/15/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
25,730
|
| |
$1,554,349
|
| |||
|
Patrick R. O’Neil
|
| |
1/4/2016
|
| |
7,170
|
| |
797
|
| |
$61.68
|
| |
1/3/2023
|
| |
—
|
| |
—
|
|
|
1/3/2017
|
| |
8,576
|
| |
12,249
|
| |
$47.34
|
| |
1/2/2024
|
| |
—
|
| |
—
|
| |||
|
1/2/2018
|
| |
18,181
|
| |
28,457
|
| |
$49.25
|
| |
1/1/2025
|
| |
—
|
| |
—
|
| |||
|
1/2/2019
|
| |
—
|
| |
49,800
|
| |
$53.77
|
| |
1/1/2026
|
| |
—
|
| |
—
|
| |||
|
1/15/2016
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,593
|
| |
$96,233
|
| |||
|
1/15/2017
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
3,768
|
| |
$227,625
|
| |||
|
1/15/2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
9,105
|
| |
$550,033
|
| |||
|
1/15/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
22,131
|
| |
$1,336,934
|
|
(1)
|
The options granted to our employees 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 granted to our employees 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 $60.41, which was the closing market
price of our common stock on the Nasdaq Global Select Market on December 31, 2019, the last trading day of fiscal 2019.
|
|
|
| |
Option Awards
|
| |
Stock Awards
|
| ||||||
|
Name
|
| |
Number of
Shares Acquired on Exercise (#)(1) |
| |
Value Realized
on Exercise ($) |
| |
Number of
Shares Acquired on Vesting (#) |
| |
Value Realized
on Vesting ($) |
|
|
Stanley T. Crooke
|
| |
177,000
|
| |
$ 5,125,547
|
| |
30,587
|
| |
$1,781,999
|
|
|
Elizabeth L. Hougen
|
| |
23,200
|
| |
$ 1,185,698
|
| |
7,891
|
| |
$459,730
|
|
|
Brett Monia
|
| |
—
|
| |
—
|
| |
10,006
|
| |
$582,950
|
|
|
Richard Geary
|
| |
61,240
|
| |
$ 2,673,225
|
| |
8,085
|
| |
$471,032
|
|
|
Patrick R. O’Neil
|
| |
126,405
|
| |
$ 2,792,358
|
| |
7,823
|
| |
$455,768
|
|
(1)
|
Each individual executed each option exercise and resulting sales pursuant to the individual’s Rule 10b5-1 trading plan.
|
•
|
A lump sum payment of the officer’s then-current annual base salary (multiplied by 1.5 for the Chief Executive Officer);
|
•
|
Accelerated vesting of stock options and restricted stock units previously granted by the Compensation Committee and outstanding
as of the termination date that otherwise would have vested over a period of 18 months for the Chief Executive Officer and 12 months for the other executive officers; and
|
•
|
Continued medical group health and dental plan coverage (for a period of 18 months for the Chief Executive Officer, and 12 months
for the other executive officers).
|
•
|
A lump sum payment of the officer’s then-current annual base salary (multiplied by 1.5 for the Chief Executive Officer);
|
•
|
Payment of the officer’s then-current target bonus (multiplied by 1.5 for the Chief Executive Officer);
|
•
|
Accelerated vesting of all stock options and restricted stock units previously granted by the Compensation Committee and
outstanding as of the termination date; and
|
•
|
Continued medical group health and dental plan coverage (for a period of 18 months for the Chief Executive Officer, and 12 months
for the other executive officers).
|
|
Name
|
| |
Total – Change
of Control Event |
| |
Total – Non-
Change of Control Event |
|
|
Stanley T. Crooke
|
| |
$2,295,531
|
| |
$1,406,813
|
|
|
Elizabeth L. Hougen
|
| |
$701,563
|
| |
$509,611
|
|
|
Brett Monia
|
| |
$821,506
|
| |
$557,581
|
|
|
Richard S. Geary
|
| |
$708,437
|
| |
$511,963
|
|
|
Patrick R. O’Neil
|
| |
$697,050
|
| |
$503,829
|
|
|
Role
|
| |
2019 Cash
Compensation |
|
|
Board Member (Base)
|
| |
$55,000
|
|
|
Committee Chairs (Additional)
|
| |
|
|
|
Agenda
|
| |
$10,000
|
|
|
Audit
|
| |
$24,000
|
|
|
Compensation
|
| |
$20,000
|
|
|
Finance
|
| |
$20,000
|
|
|
Nominating, Governance and Review
|
| |
$10,000
|
|
|
Science/Medical
|
| |
$0
|
|
|
Committee Member (Additional)
|
| |
|
|
|
Agenda
|
| |
$5,000
|
|
|
Audit
|
| |
$12,000
|
|
|
Compensation
|
| |
$10,000
|
|
|
Finance
|
| |
$10,000
|
|
|
Nominating, Governance and Review
|
| |
$5,000
|
|
|
Science/Medical
|
| |
$10,000
|
|
|
Name
|
| |
Cash
Compensation Earned or Paid ($) |
| |
Stock
Awards ($)(1) |
| |
Option
Awards ($)(1) |
| |
All Other
Compensation ($)(2) |
| |
Total
($) |
|
|
Spencer R. Berthelsen
|
| |
$91,250
|
| |
$460,728
|
| |
$607,645
|
| |
$—
|
| |
$1,159,623
|
|
|
Breaux B. Castleman
|
| |
$67,000
|
| |
$460,728
|
| |
$607,645
|
| |
$15,426
|
| |
$1,150,799
|
|
|
Michael Hayden
|
| |
$62,500
|
| |
$460,728
|
| |
$607,645
|
| |
$15,246
|
| |
$1,146,299
|
|
|
Joan Herman
|
| |
$35,083
|
| |
$1,369,450(3)
|
| |
$1,821,936(3)
|
| |
$—
|
| |
$3,226,469
|
|
|
Joseph Klein, III
|
| |
$76,000
|
| |
$460,728
|
| |
$607,645
|
| |
$22,074
|
| |
$1,166,447
|
|
|
Joseph Loscalzo
|
| |
$75,000
|
| |
$460,728
|
| |
$607,645
|
| |
$—
|
| |
$1,143,373
|
|
|
Frederick T. Muto
|
| |
$80,250
|
| |
$460,728
|
| |
$607,645
|
| |
$—
|
| |
$1,148,623
|
|
|
B. Lynne Parshall
|
| |
$67,500
|
| |
$460,728
|
| |
$607,645
|
| |
$1,291,989(4)
|
| |
$2,427,862
|
|
|
Peter N. Reikes
|
| |
$66,250
|
| |
$460,728
|
| |
$607,645
|
| |
$—
|
| |
$1,134,623
|
|
|
Joseph H. Wender
|
| |
$94,750
|
| |
$460,728
|
| |
$607,645
|
| |
$—
|
| |
$1,163,123
|
|
(1)
|
Amounts represent the aggregate expense recognized for financial statement reporting purposes in accordance with ASC 718 for stock
and option awards granted to the Directors. ASC 718 expense for the option awards is based on the fair value of the awards on the date of grant using an option-pricing model. The fair value of RSUs is based on the market price of our
common stock on the date of grant. For more information, please see Note 4, Stockholders’ Equity, of the consolidated financial statements in our Annual Report on Form 10-K for the year ended
December 31, 2019 regarding assumptions underlying valuation of equity awards.
|
(2)
|
For Mr. Castleman, Dr. Hayden, Mr. Klein and Ms. Parshall, includes medical, dental and vision benefits, which are available to all
employees of the Company.
|
(3)
|
Includes an initial award granted to Ms. Herman when she became a Director.
|
(4)
|
On January 15, 2018, Ms. Parshall transitioned out of her role as Chief Operating Officer and retired from Ionis after 28 years of
service. Thereafter, she became a Senior Strategic Advisor to the Company and entered into the Amended Advisory Services Agreement. As a result of this transition, Ms. Parshall’s “All Other Compensation” for 2019 includes consulting fees
and bonuses earned under the Amended Advisory Services Agreement.
|
|
|
| |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||
|
Name
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable(1) |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Option Exercise
Price ($) |
| |
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
|
| |
15,000
|
| |
—
|
| |
$9.22
|
| |
6/30/2020
|
| |
11,775
|
| |
$711,328
|
|
|
15,000
|
| |
—
|
| |
$9.30
|
| |
6/30/2021
|
| |||||||||
|
11,250
|
| |
—
|
| |
$12.94
|
| |
7/1/2022
|
| |||||||||
|
11,250
|
| |
—
|
| |
$28.47
|
| |
6/30/2023
|
| |||||||||
|
16,000
|
| |
—
|
| |
$35.53
|
| |
6/30/2024
|
| |||||||||
|
16,000
|
| |
—
|
| |
$57.16
|
| |
6/30/2025
|
| |||||||||
|
12,000
|
| |
4,000
|
| |
$24.42
|
| |
6/30/2026
|
| |||||||||
|
8,000
|
| |
8,000
|
| |
$52.22
|
| |
7/2/2027
|
| |||||||||
|
4,000
|
| |
12,000
|
| |
$42.88
|
| |
7/1/2028
|
| |||||||||
|
—
|
| |
16,000
|
| |
$64.80
|
| |
6/30/2029
|
| |||||||||
|
Breaux B. Castleman
|
| |
22,500
|
| |
—
|
| |
$26.66
|
| |
6/24/2023
|
| |
11,775
|
| |
$711,328
|
|
|
11,250
|
| |
—
|
| |
$28.47
|
| |
6/30/2023
|
| |||||||||
|
16,000
|
| |
—
|
| |
$35.53
|
| |
6/30/2024
|
| |||||||||
|
16,000
|
| |
—
|
| |
$57.16
|
| |
6/30/2025
|
| |||||||||
|
12,000
|
| |
4,000
|
| |
$24.42
|
| |
6/30/2026
|
| |||||||||
|
8,000
|
| |
8,000
|
| |
$52.22
|
| |
7/2/2027
|
| |||||||||
|
4,000
|
| |
12,000
|
| |
$42.88
|
| |
7/1/2028
|
| |||||||||
|
—
|
| |
16,000
|
| |
$64.80
|
| |
6/30/2029
|
| |||||||||
|
Joseph Klein, III
|
| |
16,000
|
| |
—
|
| |
$57.16
|
| |
6/30/2025
|
| |
11,775
|
| |
$711,328
|
|
|
8,000
|
| |
4,000
|
| |
$24.42
|
| |
6/30/2026
|
| |||||||||
|
8,000
|
| |
8,000
|
| |
$52.22
|
| |
7/2/2027
|
| |||||||||
|
4,000
|
| |
12,000
|
| |
$42.88
|
| |
7/1/2028
|
| |||||||||
|
—
|
| |
16,000
|
| |
$64.80
|
| |
6/30/2029
|
| |||||||||
|
Joseph Loscalzo
|
| |
22,500
|
| |
—
|
| |
$49.09
|
| |
2/2/2024
|
| |
11,775
|
| |
$711,328
|
|
|
16,000
|
| |
—
|
| |
$35.53
|
| |
6/30/2024
|
| |||||||||
|
16,000
|
| |
—
|
| |
$57.16
|
| |
6/30/2025
|
| |||||||||
|
12,000
|
| |
4,000
|
| |
$24.42
|
| |
6/30/2026
|
| |||||||||
|
8,000
|
| |
8,000
|
| |
$52.22
|
| |
7/2/2027
|
| |||||||||
|
4,000
|
| |
12,000
|
| |
$42.88
|
| |
7/1/2028
|
| |||||||||
|
—
|
| |
16,000
|
| |
$64.80
|
| |
6/30/2029
|
| |||||||||
|
Frederick T. Muto
|
| |
15,000
|
| |
—
|
| |
$9.22
|
| |
6/30/2020
|
| |
11,775
|
| |
$711,328
|
|
|
15,000
|
| |
—
|
| |
$9.30
|
| |
6/30/2021
|
| |||||||||
|
11,250
|
| |
—
|
| |
$12.94
|
| |
7/1/2022
|
| |||||||||
|
11,250
|
| |
—
|
| |
$28.47
|
| |
6/30/2023
|
| |||||||||
|
16,000
|
| |
—
|
| |
$35.53
|
| |
6/30/2024
|
| |||||||||
|
16,000
|
| |
—
|
| |
$57.16
|
| |
6/30/2025
|
| |||||||||
|
4,000
|
| |
4,000
|
| |
$24.42
|
| |
6/30/2026
|
| |||||||||
|
8,000
|
| |
8,000
|
| |
$52.22
|
| |
7/2/2027
|
| |||||||||
|
4,000
|
| |
12,000
|
| |
$42.88
|
| |
7/1/2028
|
| |||||||||
|
—
|
| |
16,000
|
| |
$64.80
|
| |
6/30/2029
|
|
|
|
| |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||
|
Name
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable(1) |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Option Exercise
Price ($) |
| |
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) |
|
|
Joseph H. Wender
|
| |
11,250
|
| |
—
|
| |
$12.94
|
| |
7/1/2022
|
| |
11,775
|
| |
$711,328
|
|
|
11,250
|
| |
—
|
| |
$28.47
|
| |
6/30/2023
|
| |||||||||
|
16,000
|
| |
—
|
| |
$35.53
|
| |
6/30/2024
|
| |||||||||
|
16,000
|
| |
—
|
| |
$57.16
|
| |
6/30/2025
|
| |||||||||
|
12,000
|
| |
4,000
|
| |
$24.42
|
| |
6/30/2026
|
| |||||||||
|
8,000
|
| |
8,000
|
| |
$52.22
|
| |
7/2/2027
|
| |||||||||
|
4,000
|
| |
12,000
|
| |
$42.88
|
| |
7/1/2028
|
| |||||||||
|
—
|
| |
16,000
|
| |
$64.80
|
| |
6/30/2029
|
| |||||||||
|
B. Lynne Parshall(5)
|
| |
7,500
|
| |
—
|
| |
$39.87
|
| |
1/1/2021
|
| |
41,321
|
| |
$2,496,202
|
|
|
132,458
|
| |
—
|
| |
$61.57
|
| |
1/1/2022
|
| |||||||||
|
105,308
|
| |
2,241
|
| |
$61.68
|
| |
1/3/2023
|
| |||||||||
|
85,778
|
| |
31,860
|
| |
$47.34
|
| |
1/2/2024
|
| |||||||||
|
49,630
|
| |
53,945
|
| |
$49.25
|
| |
1/1/2025
|
| |||||||||
|
4,000
|
| |
12,000
|
| |
$42.88
|
| |
7/1/2028
|
| |||||||||
|
—
|
| |
16,000
|
| |
$64.80
|
| |
6/30/2029
|
| |||||||||
|
Michael Hayden
|
| |
8,000
|
| |
24,000
|
| |
$50.80
|
| |
9/18/2028
|
| |
12,442
|
| |
$751,621
|
|
|
—
|
| |
16,000
|
| |
$64.80
|
| |
6/30/2029
|
| |||||||||
|
Peter N. Reikes
|
| |
8,000
|
| |
24,000
|
| |
$49.14
|
| |
9/21/2028
|
| |
12,442
|
| |
$751,621
|
|
|
—
|
| |
16,000
|
| |
$64.80
|
| |
6/30/2029
|
| |||||||||
|
Joan Herman
|
| |
—
|
| |
32,000
|
| |
$63.90
|
| |
6/8/2029
|
| |
21,331
|
| |
$1,288,606
|
|
|
—
|
| |
16,000
|
| |
$64.80
|
| |
6/30/2019
|
|
(1)
|
Except for the awards Ms. Parshall received when she was an employee, the options were granted out of our Non-Employee Director
Plan and have a term of ten years and vest at the rate of 25% per year over four years. The options Ms. Parshall received as an employee vest at the rate of 25% for the first year and then at the rate of 2.08% per month for 36 months
thereafter.
|
(2)
|
Except for the awards Ms. Parshall received when she was an employee, the RSUs were granted out of our Non-Employee Director Plan.
Each RSU award vests 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 or she 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 or her termination of service.
|
(4)
|
Market value of stock awards was determined by multiplying the number of unvested shares by $60.41, which was the closing market
price of our common stock on the Nasdaq Global Select Market on December 31, 2019, the last trading day of fiscal year 2019.
|
(5)
|
Includes awards received by Ms. Parshall during her tenure as an executive officer of the Company.
|
|
|
| |
Option Awards
|
| |
Stock Awards
|
| ||||||
|
Name
|
| |
Number of
Shares Acquired on Exercise (#) |
| |
Value Realized
on Exercise ($) |
| |
Number of
Shares Acquired on Vesting (#) |
| |
Value Realized
on Vesting ($) |
|
|
Spencer R. Berthelsen
|
| |
15,000
|
| |
$710,313
|
| |
2,889
|
| |
$188,790
|
|
|
Breaux B. Castleman
|
| |
—
|
| |
—
|
| |
2,889
|
| |
$188,790
|
|
|
Joseph Klein, III
|
| |
4,000
|
| |
$113,028
|
| |
2,889
|
| |
$188,790
|
|
|
Joseph Loscalzo
|
| |
—
|
| |
—
|
| |
2,889
|
| |
$188,790
|
|
|
Frederick T. Muto
|
| |
23,000
|
| |
$1,121,192
|
| |
2,889
|
| |
$188,790
|
|
|
Joseph H. Wender
|
| |
—
|
| |
—
|
| |
2,889
|
| |
$188,790
|
|
|
B. Lynne Parshall(1)
|
| |
66,667
|
| |
$2,300,982
|
| |
21,545
|
| |
$1,262,101
|
|
|
Michael Hayden
|
| |
—
|
| |
—
|
| |
1,778
|
| |
$109,276
|
|
|
Peter N. Reikes
|
| |
—
|
| |
—
|
| |
1,778
|
| |
$109,276
|
|
|
Joan Herman
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
(1)
|
Includes shares received by Ms. Parshall pursuant to awards granted during her tenure as an executive officer of the Company.
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus(1)
($) |
| |
Stock
Awards(2) ($) |
| |
Option
Awards(2)(4) ($) |
| |
All Other
Compensation(3) ($) |
| |
Total
($) |
|
|
Rosanne Crooke VP, Cardiovascular Diseases Drug Discovery Research
|
| |
2019
|
| |
$252,199
|
| |
$113,490
|
| |
$310,642
|
| |
$327,305
|
| |
$45,583
|
| |
$1,049,220
|
|
|
2018
|
| |
$244,142
|
| |
$101,075
|
| |
$208,143
|
| |
$453,320
|
| |
$12,889
|
| |
$1,019,569
|
| |||
|
2017
|
| |
$235,658
|
| |
$114,530
|
| |
$129,458
|
| |
$407,684
|
| |
$12,785
|
| |
$900,115
|
|
(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 2020 we paid bonuses for 2019 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. Rosanne 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, 2019 regarding assumptions underlying valuation of equity awards.
|
(3)
|
Includes AD&D, Basic Life, and 401(k) matching contributions, which are available to all employees of the Company.
|
(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:
|
•
|
16,157 shares at $47.34 per share received on January 3, 2017;
|
•
|
17,603 shares at $49.25 per share received on January 2, 2018; and
|
•
|
12,477 shares at $60.89 per share received on January 2, 2019.
|
•
|
We included all employees of Ionis or our affiliate, Akcea, who were employed by us on December 31, 2018.
|
•
|
We identified our median employee from this employee population based on the W-2 income (for U.S.-based employees) and
W-2-equivalent income (for non-U.S.-based employees) for 2018. For non-U.S.-based employees, we converted foreign currency amounts using the exchange rates in effect as of December 31, 2018, consistent with the preparation of our
financial statements. We did not annualize any of these amounts.
|
•
|
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 2020 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 |
14
|
Any information that is included on or linked to our website is not part of this Proxy Statement or
any registration statement or report that incorporates this Proxy Statement by reference.
|