☐
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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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Wednesday, June 2, 2021
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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/IONS2021
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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 our nominees, Brett Monia, Frederick Muto, and Peter Reikes, to our Board of Directors 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 of the Ionis Pharmaceuticals, Inc. 2011 Equity Incentive Plan to, among other
things, increase the aggregate number of shares of common stock authorized for issuance under such plan by 6,700,000 shares to an aggregate of 29,700,000 shares and add a fungible share counting ratio;
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•
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Proposal 3:
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make an advisory vote on executive compensation; and
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•
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Proposal 4:
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ratify the Audit Committee’s selection of Ernst & Young LLP as independent auditors for our
2021 fiscal year.
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vote through the Internet by following the instructions included with your Notice or proxy card;
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vote by telephone by following the instructions included with your proxy card if you have received proxy materials electronically
or by mail;
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vote by mail by completing, signing, dating, and returning your proxy card in the postage paid envelope provided; or
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vote during the virtual Annual Meeting by following the instructions posted at www.virtualshareholdermeeting.com/IONS2021.
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“For” the election of the nominees for Director named in the Proxy Statement;
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“For” the approval of an amendment of the Ionis Pharmaceuticals, Inc. 2011 Equity Incentive Plan to, among other things, increase
the aggregate number of shares of common stock authorized for issuance under such plan by 6,700,000 shares to an aggregate of 29,700,000 shares and add a fungible share counting ratio;
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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 2021 fiscal
year.
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you may mail another proxy marked with a later date;
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you may revoke it through the Internet;
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you may notify our corporate secretary in writing sent to 2855 Gazelle Court, Carlsbad, California 92010 that you wish to revoke
your proxy before the Annual Meeting takes place; or
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you may vote during the virtual Annual Meeting. Attending the meeting will not, by itself, revoke a proxy.
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Proposal 1: For the election of Directors in an uncontested election, a Director nominee must receive a majority of the votes cast
in 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, if any,
will have no effect.
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•
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Proposal 2: To be approved, the amendment of the 2011 Equity Incentive Plan must receive “For” votes from a majority of the
holders of shares present or represented by proxy at the Annual Meeting and entitled to vote on the matter. If you “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes, if any, will have no effect.
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Proposal 3: We will consider the advisory approval of the compensation of our executive officers to be approved if it receives
“For” votes from a majority of the holders of shares present or represented by proxy at the Annual Meeting and entitled to vote on the matter. If you “Abstain” from voting, it will have the same effect as an “Against” vote. Broker
non-votes, if any, will have no effect.
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Proposal 4: To be approved, the ratification of the selection of Ernst & Young LLP as our independent auditors for our 2021
fiscal year must receive “For” votes from a majority of the holders of shares present or represented by proxy at the Annual Meeting and entitled to vote on the matter. Abstentions, if any, will have no effect. Because brokers have
discretionary authority to vote on the ratification of the selection of Ernst & Young LLP, we do not expect any broker non-votes in connection with the ratification.
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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 number 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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Brett Monia
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March 2019
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Frederick Muto
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March 2001
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Peter Reikes
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September 2018
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2
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The ages of all our Directors are as of March 1, 2021.
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meets the applicable rules and regulations regarding “independence,” including, but not limited to, Rule 5605(a)(2) of the Nasdaq
listing standards and applicable SEC rules and regulations;
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is not an officer or employee of Ionis; and
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is free of any relationship that would interfere with his 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
2020 Annual
Meeting
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Dr. Spencer R. Berthelsen
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—
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X*
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X
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—
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X
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—
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X
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Mr. Breaux B. Castleman
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X
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—
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—
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—
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—
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—
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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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—
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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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—
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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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X
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Mr. Joseph Klein, III
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X*
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—
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—
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—
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—
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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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—
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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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—
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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
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—
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X
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—
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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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—
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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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—
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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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Total meetings in fiscal year 2020
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10
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5
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3
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4
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1
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6
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*
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Committee Chairperson
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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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Science/
Medical**
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Finance
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Commercial
Compliance
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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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X
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—
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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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X*
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—
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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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X
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Mr. Joseph Klein, III
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X*
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—
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—
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—
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—
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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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—
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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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—
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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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X
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—
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Ms. B. Lynne Parshall
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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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X*
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Mr. Peter Reikes
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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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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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X*
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—
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*
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Committee Chairperson
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**
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Dr. C. Frank Bennett, the Company’s EVP and Chief Scientific Officer, is the executive sponsor of the committee
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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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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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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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interviewing, evaluating, nominating, and recommending individuals for membership on our Board, and considering proposed changes
to the Board for approval;
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managing risks associated with the independence of the Board and potential conflicts of interests at the Board level, and
periodically reviewing our policies and procedures and making recommendations when appropriate; and
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performing such other functions as may be necessary or convenient for the efficient discharge of the foregoing.
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members must be able to read and understand basic financial statements;
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members must demonstrate high personal integrity and ethics;
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members cannot serve as a director on the board of more than five other publicly traded companies;
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members cannot serve more than ten consecutive terms on the Board; and
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members cannot run for re-election or serve on the Board once they have reached the age of 80.
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possessing relevant expertise to offer advice and guidance to management;
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having sufficient time to devote to Ionis’ affairs;
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demonstrating excellence in his or her field;
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having sound business judgment; and
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being committed to vigorously representing the long-term interests of our stockholders.
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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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the name, age, business address and residence address of the nominee;
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the principal occupation or employment of the nominee;
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the stock ownership in Ionis of the nominee;
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the stock ownership in Ionis of the stockholder making the nomination, including any trading in derivative securities that may
disguise ownership occurring within the last 12 months;
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the information relating to the nominee that is required to be disclosed in solicitations of proxies under applicable securities
laws;
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the nominee’s written consent to being named in the Proxy Statement as a nominee and to serving as a Director if elected;
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other information as we may reasonably require to determine the eligibility of the proposed nominee to serve as an independent
Director or that could be material to a reasonable stockholder’s understanding of the independence of the proposed nominee; and
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any voting commitments the nominee has to third parties.
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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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increase the aggregate number of shares of common stock authorized for issuance under the 2011 Plan by 6,700,000 to an aggregate
of 29,700,000 shares;
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add a fungible share counting ratio so that the share reserve will be reduced or increased by 1.7 shares for each share of common
stock issued pursuant to, or returning from, a Full Value Award (as defined below), respectively; and
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clarify the type of events that may trigger additional acceleration of vesting and exercisability of stock awards in connection
with a change in control.
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2020 Plan
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2011 Plan
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89 Plan
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Total number of shares of common stock subject to outstanding stock options
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363,350
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13,453,327
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31,070
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Weighted-average exercise price of outstanding stock options
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$56.82
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$55.11
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$48.03
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Weighted-average remaining term in years of outstanding stock options
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6.74
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4.25
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1.47
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Total number of shares of common stock subject to outstanding full value
awards
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161,483
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2,658,712
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—
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Total number of shares of common stock available for grant under the plan
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2,078,596
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1,246,420
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45,751
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Total number of shares of common stock available for grant to non-employee
Directors under the Non-Employee Director Plan(1)
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770,111
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Total number of shares of common stock available for grant under other equity
incentive plans
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—
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Total number of shares of common stock outstanding
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140,924,356
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Per-share closing price of common stock as reported on Nasdaq Capital Market
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$44.96
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(1)
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This amount reflects the number of shares of common stock available as of March 31, 2021 for grant under our 2002 Amended and
Restated Non-Employee Directors’ Stock Option Plan (the “Non-Employee Director Plan”), which we use solely to offer equity awards to our non-employee Directors. With respect to the Non-Employee
Director Plan, the total number of shares of common stock subject to outstanding stock options is 965,250, the weighted-average exercise price of outstanding stock options is $47.66, the weighted-average remaining term in years of
outstanding stock options is 6.11, the total number of shares of common stock subject to outstanding full value awards is 140,858, and the total number of shares of common stock available for grant under the Non-Employee Director Plan is
770,111. We have no equity incentive plans other than the 2020 Plan, 2011 Plan, 89 Plan and the Non-Employee Director Plan.
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is administered by our Compensation Committee, which is composed entirely of independent Directors;
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has a term ending on June 15, 2031;
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contains a “fungible share counting” structure, whereby the number of shares of our common stock available for issuance under the
Amended 2011 Plan will be reduced by (i) one share for each share issued pursuant to a stock option or stock appreciation right with an exercise price that is at least 100% of the fair market value of our common stock on the date of grant
(an “Appreciation Award”) granted under the Amended 2011 Plan, and (ii) 1.7 shares for each share issued pursuant to a stock award that is not an Appreciation Award (a “Full Value Award”). As part of such fungible share counting
structure, the number of shares of our common stock available for issuance under the Amended 2011 Plan will be increased by (i) one share for each share that becomes available again for issuance under the terms of the Amended 2011 Plan
subject to an Appreciation Award, and (ii) 1.7 shares for each share that is granted after the effective date of the Amended 2011 Plan that becomes available again for issuance under the terms of the Amended 2011 Plan subject to a Full
Value Award;
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prohibits the repricing of any option or stock appreciation rights outstanding under the Amended 2011 Plan, or “cashing out”
underwater awards unless approved by our stockholders;
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is limited to the granting of stock options, SARs, restricted stock awards, RSUs, PRSUs, and performance cash awards;
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prohibits the payment of dividends and dividend equivalents with respect to shares subject to an award until such shares have
vested in accordance with the terms of the corresponding award agreement;
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eliminates the recycling of shares forfeited to cover the exercise price or withholding taxes for stock options and SARs;
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requires that each newly granted stock option, restricted stock award, RSU, SAR and PRSU award not become fully vested until a
date at least one year after the date of grant, except in the case of (1) a sale of all or substantially all of the assets of the Company, (2) a disposition of at least 90% of the Company’s securities, a merger or other similar
transaction after which the Company is not the surviving corporation, (3) a merger or other similar transaction after which the Company is the surviving corporation but the shares of common stock immediately preceding the transaction are
exchanged into other property, (4) an award granted in exchange for previously granted awards of a company acquired by the Company and (5) awards to non-employee directors that vest on the earlier of the one-year anniversary of the date
of grant or the next annual meeting of stockholders, provided that such vesting period may not be less than 50 weeks; and Ionis may grant up to 1,485,000 shares worth of stock options, restricted stock awards, RSUs, SARs or PRSU awards
that vest earlier than the minimum period described above;
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provides that if any stock awards held by participants who haven’t terminated service prior to a corporate transaction are not
assumed, continued or substituted for by the acquiror (or its parent) in the transaction, then, contingent on the closing of the transaction, the vesting (and exercisability, if applicable) of such awards will be accelerated in full, and
with respect to any awards subject to performance-based vesting conditions, vesting will be deemed satisfied at the greater of actual performance or target level; and
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requires all options and SARs outstanding under the Amended 2011 Plan to have an exercise or strike price of not less than 100% of
the fair market value of our common stock on the date of grant.
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retain the highest quality employees while motivating all employees to achieve key drivers of stock value;
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issue fewer shares, thereby reducing dilution;
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better align employee and stockholder interests; and
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encourage long-term holding by executive employees because stock settlement for RSUs does not require a same-day-sale.
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2018
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2019
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2020
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2021
(through March 31)
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Shares subject to equity awards granted
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4,091,209
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3,379,379
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3,892,931
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4,011,092
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Shares subject to equity awards canceled, forfeited, or withheld for taxes
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(612,762)
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(465,440)
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(712,131)
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(487,992)
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Net shares subject to equity awards(2)
|
| |
3,478,447
|
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2,913,939
|
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3,180,800
|
| |
3,523,100
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(1)
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Amounts shown reflect grants under our 2020 Plan, 2011 Plan and 89 Plan. We currently grant equity awards to our non-employee
Directors separately under our Non-Employee Director Plan.
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(2)
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Shares subject to equity awards that are canceled, forfeited, or withheld for taxes become available for re-issuance under the
applicable equity plan. Therefore, net shares for any year is the total shares subject to awards granted in that year less the shares subject to awards canceled, forfeited, or withheld for taxes in such year.
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•
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if an option holder’s service relationship with us, or any affiliate of ours, ceases due to disability, the option holder may
exercise any vested stock options for up to 12 months after the date the service relationship ends;
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•
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if an option holder’s service relationship with us, or any affiliate of ours, ceases due to death, the option holder, or his or
her beneficiary, may exercise any vested stock options for up to 18 months after the date the service relationship ends; and
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•
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if an option holder’s service relationship with us, or any affiliate of ours, ceases for any reason, other than as described
above, the option holder may exercise any vested stock options for up to three months after the date the service relationship ends.
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•
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earnings (including earnings per share and net earnings)
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•
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earnings before interest, taxes, and depreciation
|
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|
•
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earnings before interest, taxes, depreciation, and amortization
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•
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total stockholder return
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•
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return on equity or average stockholders’ equity
|
| |
•
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return on assets, investment, or capital employed
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•
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stock price
|
| |
•
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margin (including gross margin)
|
|
|
•
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income (before or after taxes)
|
| |
•
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| |
sales or revenue targets
|
|
|
•
|
| |
operating income
|
| |
•
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expenses and cost reduction goals
|
|
|
•
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| |
operating cash flow
|
| |
•
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| |
economic value added (or an equivalent metric)
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|
|
•
|
| |
increases in revenue or product revenue
|
| |
•
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| |
cash flow
|
|
|
•
|
| |
improvement in or attainment of working capital levels
|
| |
•
|
| |
share price performance
|
|
|
•
|
| |
market share
|
| |
•
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| |
stockholders’ equity
|
|
|
•
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| |
cash flow per share
|
| |
•
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| |
debt levels
|
|
|
•
|
| |
debt reduction
|
| |
•
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| |
workforce diversity
|
|
|
•
|
| |
customer satisfaction
|
| |
•
|
| |
billings
|
|
|
•
|
| |
capital expenditures
|
| |
•
|
| |
implementation or completion of projects or processes (including, but not limited to, development
and regulatory milestones)
|
|
|
•
|
| |
operating profit
|
| |
•
|
| |
other measures of performance selected by the Board
|
|
|
•
|
| |
growth of net income or operating income
|
| |
|
| |
|
|
•
|
to exclude restructuring and/or other nonrecurring charges;
|
•
|
to exclude exchange rate effects, as applicable, for non-U.S. dollar denominated performance goals;
|
•
|
to exclude the effects of changes to generally accepted accounting principles;
|
•
|
to exclude the effects of any statutory adjustments to corporate tax rates;
|
•
|
to exclude the effects of items that are “unusual” in nature or occur “infrequently,” as determined under generally accepted
accounting principles; and
|
•
|
to exclude accounting expenses relating to share-based compensation.
|
•
|
the class(es) and maximum number of securities subject to the Amended 2011 Plan; and
|
•
|
the class(es) and number of securities and price per share of stock subject to outstanding stock awards.
|
•
|
a sale of all or substantially all of our consolidated assets;
|
•
|
a sale of at least 90% of our outstanding securities;
|
•
|
a merger or consolidation in which we are not the surviving corporation; or
|
•
|
a merger or consolidation in which we are the surviving corporation but shares of our outstanding common stock are converted into
other property by virtue of the transaction.
|
Name and Position
|
| |
Total Number of
Shares
|
| |
Options
|
| |
RSUs
|
| |
PRSUs(1)
|
Brett Monia
Chief Executive Officer
|
| |
872,884
|
| |
612,014
|
| |
197,900
|
| |
62,970
|
Elizabeth L. Hougen
Executive Vice President and Chief Financial Officer
|
| |
430,533
|
| |
342,336
|
| |
88,197
|
| |
—
|
Stanley T. Crooke
Executive Chairman of the Board
|
| |
1,145,669
|
| |
978,479
|
| |
167,190
|
| |
—
|
Richard Geary
Executive Vice President, Chief Development Officer
|
| |
423,735
|
| |
338,170
|
| |
85,565
|
| |
—
|
Patrick R. O’Neil
Executive Vice President, Legal, General Counsel and Chief Compliance Officer
|
| |
384,912
|
| |
300,567
|
| |
84,345
|
| |
—
|
All Executive Officers as a Group
|
| |
4,267,635
|
| |
3,360,701
|
| |
843,964
|
| |
62,970
|
All Non-Employee Directors as a Group
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
All Non-Executive Officer Employees as a Group
|
| |
14,032,423
|
| |
11,177,434
|
| |
2,854,989
|
| |
—
|
(1)
|
Reflects the target payout of shares under the PRSU awards.
|
|
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 be, 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 that applies to all Section 16 Officers
|
| |
|
| |
|
|
|
✔
|
| |
Use an independent compensation consultant engaged by the Compensation Committee
|
| |
|
| |
|
|
•
|
each Director and nominee for Director;
|
•
|
each executive officer named in the Summary Compensation Table under “Executive Compensation--Compensation of Executive Officers”;
|
•
|
all Directors and executive officers as a group; and
|
•
|
every entity that we know beneficially owns more than five percent of our common stock.
|
|
| |
Beneficial Ownership(1)
|
|||
Beneficial Owner
|
| |
Number of
Shares
|
| |
Percent of
Total(2)
|
FMR LLC(3)
245 Summer Street
Boston, MA 02210
|
| |
20,979,722
|
| |
14.89%
|
|
| |
|
| |
|
T. Rowe Price Associates, Inc.(4)
100 E. Pratte Street
Baltimore, MD 21202
|
| |
13,114,967
|
| |
9.31%
|
|
| |
|
| |
|
The Vanguard Group(5)
100 Vanguard Boulevard
Malvern, PA 19355
|
| |
12,244,388
|
| |
8.69%
|
|
| |
|
| |
|
BlackRock, Inc.(6)
55 East 52nd
Street
New York, NY 10055
|
| |
9,750,502
|
| |
6.92%
|
|
| |
|
| |
|
BB Biotech AG(7)
Schwertstrasse 6
CH-8200, Schaffhausen
Switzerland
|
| |
8,220,000
|
| |
5.84%
|
|
| |
|
| |
|
Spencer R. Berthelsen(8)
|
| |
210,553
|
| |
*
|
Breaux B. Castleman(9)
|
| |
114,933
|
| |
*
|
Stanley T. Crooke(10)
|
| |
1,333,990
|
| |
*
|
Michael Hayden(11)
|
| |
25,334
|
| |
*
|
Joan Herman(12)
|
| |
17,334
|
| |
*
|
Joseph Klein, III(13)
|
| |
65,894
|
| |
*
|
Joseph Loscalzo(14)
|
| |
111,808
|
| |
*
|
Frederick T. Muto(15)
|
| |
134,683
|
| |
*
|
B. Lynne Parshall(16)
|
| |
519,178
|
| |
*
|
Peter Reikes(17)
|
| |
25,334
|
| |
*
|
Joseph H. Wender(18)
|
| |
160,305
|
| |
*
|
Richard S. Geary(19)
|
| |
219,696
|
| |
*
|
Elizabeth L. Hougen(20)
|
| |
251,397
|
| |
*
|
Brett Monia(21)
|
| |
348,651
|
| |
*
|
Patrick R. O’Neil(22)
|
| |
136,915
|
| |
*
|
All Directors and executive officers as a group (nineteen persons)(23)
|
| |
4,166,306
|
| |
2.96%
|
*
|
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 140,867,798 shares of common stock outstanding on March 1, 2021, adjusted as required by rules
promulgated by the SEC.
|
(3)
|
FMR LLC has sole voting power to direct the vote of 7,587,587 shares and sole power to dispose or direct the disposition of
20,979,722 shares. The Fidelity Growth Company Commingled Pool holds the interest of 7,553,613 shares of our common stock, which amounts to 5.36% of our total outstanding as of March 1, 2021.
|
(4)
|
T. Rowe Price Associates, Inc. has sole voting power to direct the vote of 3,941,347 shares and sole power to dispose or direct the
disposition of 13,114,967 shares.
|
(5)
|
The Vanguard Group has shared voting power to direct the vote of 136,226 shares, sole power to dispose or direct the disposition of
12,000,887 shares, and shared dispositive power for 243,501 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 9,045,495 shares and sole power to dispose or direct the disposition of 9,750,502 shares.
|
(7)
|
BB Biotech AG shares voting and dispositive powers for its shares with Biotech Invest N.V.
|
(8)
|
Includes 70 shares owned by Dr. Berthelsen’s daughter for which he disclaims beneficial ownership. Includes 109,500 shares of
common stock issuable upon exercise of options held by Dr. Berthelsen that are exercisable on or before April 30, 2021.
|
(9)
|
Includes 95,750 shares of common stock issuable upon exercise of options held by Mr. Castleman that are exercisable on or before
April 30, 2021.
|
(10)
|
Includes 776,658 shares of common stock issuable upon exercise of options held by Dr. Crooke that are exercisable on or before
April 30, 2021. Also includes 494,391 shares of common stock held in a family trust for which Dr. Crooke shares voting and investment power. Also includes 57,809 shares of common stock issuable upon exercise of options held by Rosanne
Crooke, Dr. Crooke’s wife, which are exercisable on or before April 30, 2021. Dr. Crooke disclaims beneficial ownership of the shares of common stock owned and issuable upon exercise of options held by his wife.
|
(11)
|
Includes 20,000 shares of common stock issuable upon exercise of options held by Dr. Hayden that are exercisable on or before
April 30, 2021.
|
(12)
|
Includes 12,000 shares of common stock issuable upon exercise of options held by Ms. Herman that are exercisable on or before
April 30, 2021.
|
(13)
|
Includes 100 shares of common stock beneficially owned by Mr. Klein’s son and 52,000 shares of common stock issuable upon exercise
of options held by Mr. Klein that are exercisable on or before April 30, 2021.
|
(14)
|
Includes 94,500 shares of common stock issuable upon exercise of options held by Dr. Loscalzo that are exercisable on or before
April 30, 2021.
|
(15)
|
Includes 1,500 shares of common stock beneficially owned through the Cooley LLP Salary Deferral and Profit Sharing Plan and 101,500
shares of common stock issuable upon exercise of options held by Mr. Muto that are exercisable on or April 30, 2021.
|
(16)
|
Includes 453,800 shares of common stock issuable upon exercise of options held by Ms. Parshall that are exercisable on or before
April 30, 2021.
|
(17)
|
Includes 20,000 shares of common stock issuable upon exercise of options held by Mr. Reikes that are exercisable on or before
April 30, 2021.
|
(18)
|
Includes 88,305 shares of common stock held by Mr. Wender in a trust, and 72,000 shares of common stock issuable upon exercise of
options held by Mr. Wender that are exercisable on or before April 30, 2021.
|
(19)
|
Includes 189,390 shares of common stock issuable upon exercise of options held by Dr. Geary that are exercisable on or before
April 30, 2021.
|
(20)
|
Includes 207,810 shares of common stock issuable upon exercise of options held by Ms. Hougen that are exercisable on or before
April 30, 2021.
|
(21)
|
Includes 298,537 shares of common stock issuable upon exercise of options held by Dr. Monia that are exercisable on or before
April 30, 2021.
|
(22)
|
Includes 110,216 shares of common stock issuable upon exercise of options held by Mr. O’Neil that are exercisable on or before
April 30, 2021.
|
(23)
|
Includes an aggregate of 3,100,461 shares issuable upon exercise of options held by all current Directors and executive officers as
a group that are exercisable on or before April 30, 2021.
|
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)
|
| |
14,812,997
|
| |
$54.65
|
| |
4,736,141(2)
|
Total
|
| |
14,812,997
|
| |
$54.65
|
| |
4,736,141
|
(1)
|
Consists of five Ionis plans: 1989 Stock Option Plan, Amended and Restated 2002 Non-Employee Directors’ Stock Option Plan, 2011
Equity Incentive Plan, 2020 Equity Incentive Plan and Employee Stock Purchase Plan, or ESPP.
|
(2)
|
Of these shares, 624,857 remained available for purchase under the ESPP as of March 31, 2021.
|
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, due to our innovation and perseverance, 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 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, our employees, and our stockholders.
|
Organizational Strategy. 2020 was a transformational year for Ionis. With new leadership in
place that has established a new strategy for Ionis to commercialize medicines from our wholly owned pipeline, and to accelerate progress across our entire pipeline, we took important steps towards realizing our goal of having 12 or more
medicines on the market in 2026. Key to our new strategy is maximizing the value of each medicine in our wholly owned portfolio. To that end, we invested in strengthening our commercial capabilities and expanded our wholly owned pipeline,
accelerated by the Akcea Acquisition. With this acquisition, we believe we are stronger and more efficient, with enhanced ability to achieve even greater future success. We should continue to realize value from our wholly owned and
partnered medicines for many years to come in the form of product sales, license fees, upfront payments, milestone payments and royalties.
|
| |
|
Our Compensation System. By design, Ionis demands a great deal from every employee. This
requires us to design our compensation system to recruit, motivate and retain outstanding individuals. Here too, we have been successful. Our average employee turnover rate in 2020 was 11.5%, excluding reductions related to the Akcea
Acquisition, while the turnover for life sciences/medical device companies over this period was 21% according to a survey published by Radford – an Aon company. Given the uniqueness and complexity of our technology, it is critical to
retain the knowledge and experience of outstanding long service employees. The experience and seniority of our employees is as critical to our future success as it has been to the success we have enjoyed to date.
|
•
|
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;
|
•
|
maximize the value of each medicine in our wholly owned portfolio;
|
•
|
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.
|
We are committed to paying our employees fairly, regardless of their gender, race, or other
personal characteristics. To ensure we are achieving our commitment, we benchmark and evaluate pay based on market data and consider factors such as an employee’s role and experience, an employee’s performance, and internal equity. We
also regularly review our compensation practices, both in terms of our overall workforce and individual employees, to ensure our pay is fair and equitable. We periodically engage a third-party expert to review pay equity and will continue
to do so as we determine necessary.
|
| |
|
|
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 be, 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 that applies to all Section 16 Officers
|
| |
|
| |
|
|
|
✔
|
| |
Use an independent compensation consultant engaged by the Compensation Committee
|
| |
|
| |
|
|
•
|
implemented performance-based equity awards, allocating 20% of our Chief Executive Officer’s equity awards as performance-based
restricted stock units;
|
•
|
expanded our executive clawback policy to apply to all Section 16 Officers; and
|
•
|
adopted a policy whereby the Compensation Committee, with input from its independent consultant, may reduce the number of shares
to be automatically issued on a grant date for each such award so that the awards granted have an aggregate grant date fair value that is aligned with the set of peer companies the Compensation Committee uses to evaluate compensation.
|
•
|
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 recommending approval by the Board of 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 2020 Executive Peer Group;
|
•
|
reviewing new hire awards and target annual equity awards for employees;
|
•
|
evaluating the pay mix for our executive officers;
|
•
|
assessing executive officer compensation;
|
•
|
evaluating our named executive officer equity awards; and
|
•
|
reviewing our non-executive equity strategy.
|
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.
|
| |
|
•
|
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;
|
•
|
maximize the value of each medicine in our wholly owned portfolio;
|
•
|
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 30) 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 have on average approximately 21 years and individually as much as over 31 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)(1)
|
| |
Market
Capitalization
(in millions)(2)
|
| |
Stage of Lead Drug
|
|
|
Acadia Pharmaceuticals (ACAD)
|
| |
$339.1
|
| |
$7,427.6
|
| |
Market
|
|
|
Agios Pharmaceuticals (AGIO)
|
| |
$174.8
|
| |
$2,908.8
|
| |
Market
|
|
|
Alkermes (ALKS)
|
| |
$1,194.1
|
| |
$2,422.9
|
| |
Market
|
|
|
Alnylam Pharmaceuticals (ALNY)
|
| |
$285.9
|
| |
$15,158.0
|
| |
Market
|
|
|
BeiGene (BGNE)
|
| |
$428.2
|
| |
$11,946.8
|
| |
Market
|
|
|
BioMarin Pharmaceuticals (BMRN)
|
| |
$1,805.4
|
| |
$16,287.8
|
| |
Market
|
|
|
bluebird bio (BLUE)
|
| |
$44.7
|
| |
$3,000.1
|
| |
Market (EU)
|
|
|
Exact Sciences Corp (EXAS)
|
| |
$1,062.1
|
| |
$11,168.7
|
| |
Market
|
|
|
Exelixis (EXEL)
|
| |
$979.2
|
| |
$7,123.2
|
| |
Market
|
|
|
Horizon Therapeutics (HZNP)
|
| |
$1,375.6
|
| |
$6,633.7
|
| |
Market
|
|
|
Incyte Corporation (INCY)
|
| |
$2,229.4
|
| |
$20,977.9
|
| |
Market
|
|
|
Intercept Pharmaceuticals (ICPT)
|
| |
$252.0
|
| |
$2,613.4
|
| |
Market
|
|
|
Jazz Pharmaceuticals (JAZZ)
|
| |
$2,188.3
|
| |
$6,084.3
|
| |
Market
|
|
|
Nektar Therapeutics (NKTR)
|
| |
$114.6
|
| |
$3,428.7
|
| |
NDA
|
|
|
Neurocrine Biosciences (NBIX)
|
| |
$886.8
|
| |
$9,181.9
|
| |
Market
|
|
|
Sarepta Therapeutics (SRPT)
|
| |
$407.5
|
| |
$9,091.8
|
| |
Market
|
|
|
Seattle Genetics (SGEN)
|
| |
$956.0
|
| |
$24,374.5
|
| |
Market
|
|
|
United Therapeutics (UTHR)
|
| |
$1,442.5
|
| |
$4,676.2
|
| |
Market
|
|
|
Ionis Pharmaceuticals, Inc. (IONS)
|
| |
$958.8
|
| |
$7,660.6
|
| |
Market
|
|
|
Ionis’ Percentile Rank
|
| |
54%
|
| |
54%
|
| |
N/A
|
|
(1)
|
Trailing 12-month revenue.
|
(2)
|
30-day average market cap.
|
All companies in all industries strive to be more productive than their peers. Compensation
systems and management of leadership are primarily focused on enhancing long-term productivity. However, measuring productivity is challenging, particularly in biotechnology.
|
| |
|
Even for established 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 trials. With over 30 medicines in clinical trials and just 746 employees8, we are
able to develop more medicines more efficiently, all while continuing to achieve exceptional financial results.
|
•
|
We earned over $700 million in revenue, met our 2020 financial guidance and ended the year with $1.9 billion in cash.
|
•
|
We achieved these financial successes while initiating multiple phase 3 studies, reporting clinical proof-of-concept results from
six medicines, and making significant progress across the rest of our pipeline by advancing more than ten medicines into Phase 2 studies, four of which were wholly owned medicines.
|
•
|
We broadened the scope of our antisense technology by demonstrating aerosol delivery of an antisense medicine directly to the
lungs.
|
8
|
As of April 5, 2021.
|
*
|
Non-GAAP. See footnote below for additional information regarding non-GAAP financial results.
|
9
|
We use “non-GAAP” in place of “pro-forma” when discussing our financial results that exclude non-cash
compensation expense related to equity awards, costs related to the Akcea Acquisition, and costs related to our restructured
European operations, because we believe that non-GAAP financial results better represent the economics of our business and
how we manage our business. For a detailed reconciliation of non-GAAP and GAAP measures, see our earnings release reporting fourth quarter and full year 2020 financial results available here.
|
•
|
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 structure 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.
|
10
|
We use “non-GAAP” in place of “pro-forma” when discussing our financial results that exclude non-cash
compensation expense related to equity awards, costs related to the Akcea Acquisition, and costs related to our restructured
European operations, because we believe that non-GAAP financial results better represent the economics of our business and
how we manage our business. For a detailed reconciliation of non-GAAP and GAAP measures, see our earnings release reporting fourth quarter and full year 2020 financial results available here.
|
11
|
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.
|
|
|
| |
% of Total Direct Compensation
|
| ||||||||||||||||||
|
Name
|
| |
Year
|
| |
Base
Salary
|
| |
Annual
Performance
MBO
|
| |
Long-Term
Equity
|
| |
Base
Salary
%
|
| |
Annual
Performance
MBO %
|
| |
Long-
Term
Equity
%
|
|
|
Brett Monia
CEO
|
| |
2020
|
| |
$700,000
|
| |
$601,738
|
| |
$9,620,555
|
| |
6%
|
| |
6%
|
| |
88%
|
|
|
Elizabeth L. Hougen
EVP, Finance and CFO
|
| |
2020
|
| |
$499,555
|
| |
$298,734
|
| |
$3,478,973
|
| |
12%
|
| |
7%
|
| |
81%
|
|
|
Stanley T. Crooke
Executive Chairman of the Board
|
| |
2020
|
| |
$683,630
|
| |
$587,665
|
| |
$8,175,902
|
| |
7%
|
| |
6%
|
| |
87%
|
|
|
Richard Geary
EVP, CDO
|
| |
2020
|
| |
$509,360
|
| |
$281,167
|
| |
$3,142,130
|
| |
13%
|
| |
7%
|
| |
80%
|
|
|
Patrick O’Neil
EVP, Legal & General Counsel, CCO and Corporate Secretary
|
| |
2020
|
| |
$500,925
|
| |
$288,032
|
| |
$3,142,130
|
| |
13%
|
| |
7%
|
| |
80%
|
|
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 900 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
|
|
Name
|
| |
2019 Base Salary
|
| |
Merit Increase for 2020
|
| |
2020 Base Salary
|
|
|
Elizabeth L. Hougen
|
| |
$479,880
|
| |
4.1%
|
| |
$499,555
|
|
|
Richard Geary
|
| |
$491,186
|
| |
3.7%
|
| |
$509,360
|
|
|
Patrick O’Neil
|
| |
$483,052
|
| |
3.7%
|
| |
$500,925
|
|
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 key 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 2020 were:
Directors 20%; Executive Directors 25%; Vice Presidents 30% or 35%; Executive Vice Presidents 40%; CEO and Executive Chairman 65%.
|
|
Name
|
| |
Minimum Performance
MBO Percentage of Salary
|
| |
Maximum Performance
MBO Percentage of Salary
|
|
|
Brett Monia
|
| |
0%
|
| |
208%
|
|
|
Name
|
| |
Minimum Performance
MBO Percentage of Salary
|
| |
Maximum Performance
MBO Percentage of Salary
|
|
|
Elizabeth L. Hougen
|
| |
0%
|
| |
128%
|
|
|
Stanley T. Crooke
|
| |
0%
|
| |
208%
|
|
|
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 Key 2020 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 over $700 million in revenue, met our 2020 financial guidance, and ended the year with $1.9 billion in cash.
|
•
|
We achieved these financial successes while initiating multiple phase 3 studies, reporting clinical proof-of-concept results from
six medicines, and making significant progress across the rest of our pipeline by advancing more than ten medicines into Phase 2 studies, four of which were wholly owned medicines.
|
•
|
We broadened the scope of our antisense technology by demonstrating aerosol delivery of an antisense medicine directly to the
lungs.
|
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, costs related to the Akcea Acquisition, and costs related to our restructured
European operations, because we believe that non-GAAP financial results better represent the economics of our business and
how we manage our business. For a detailed reconciliation of non-GAAP and GAAP measures, see our earnings release reporting fourth quarter and full year 2020 financial results available here.
|
|
Name
|
| |
Base
Salary
|
| |
Target
Performance
MBO %
|
| |
Company
Performance
Factor
|
| |
Individual
Performance
Factor(1)
|
| |
Resulting
Performance
MBO
|
| |
Results Considered When
Setting Individual
Performance Factor(1)
|
|
|
Brett Monia(2)
|
| |
$700,000
|
| |
65%
|
| |
115%
|
| |
115%
|
| |
$601,738
|
| |
1-14
|
|
|
Elizabeth L. Hougen
|
| |
$499,555
|
| |
40%
|
| |
115%
|
| |
130%
|
| |
$298,734
|
| |
1-3, 6-7 & 9-12
|
|
|
Stanley T. Crooke(2)
|
| |
$683,630
|
| |
65%
|
| |
115%
|
| |
115%
|
| |
$587,665
|
| |
1-14
|
|
|
Richard Geary
|
| |
$509,360
|
| |
40%
|
| |
115%
|
| |
120%
|
| |
$281,167
|
| |
1-5 & 7-9
|
|
|
Patrick O’Neil
|
| |
$500,925
|
| |
40%
|
| |
115%
|
| |
125%
|
| |
$288,032
|
| |
1-2, 6-7, 9 & 12-14
|
|
(1)
|
The numbers correspond to the enumerated key objectives in the table entitled “Evaluation of Key 2020 Corporate Objectives” on
pages 60 through 61. The Compensation Committee reviews the individual’s contribution towards the key corporate objectives and other accomplishments set forth above when determining the
Individual Performance Factors.
|
(2)
|
Since our CEO and Executive Chairman are ultimately responsible for the Company’s performance, their Individual Performance Factors
are usually the same as the Company Performance Factor, up to an Individual Performance Factor maximum of 160%.
|
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.
|
Some of our stockholders have requested we incorporate performance-based stock awards into our
executive compensation program. Beginning in 2020, we started allocating 20% of our CEO’s equity compensation in the form of performance-based restricted stock unit awards that vest based on our
relative stock price performance compared to a peer group. Measuring our stock performance relative to peers mitigates the impact of macroeconomic factors, both positive and negative, that affect the industry and stock price performance
and are beyond the control of management, and provides rewards that are more directly aligned with performance
|
| |
|
through different economic cycles. We believe these PRSU awards provide a challenging incentive
to the CEO to significantly grow the Company.
|
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 4.2% from 2017 through 2019. We believe this stock budget is an important tool to balance our compensation objectives with stockholder interests. For 2020 performance, the
Compensation Committee set a merit stock award budget that resulted in approximately 2.1 million stock options and approximately 955,000 RSUs awarded to Ionis 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. Following the Akcea Acquisition, for 2020 performance, we awarded approximately 380,000 stock options and approximately 170,000 RSUs to legacy Akcea employees.
|
|
Executive Officer/Director
|
| |
Stock Ownership Guideline
(as a multiple of base salary/annual cash retainer)
|
|
|
CEO
|
| |
3 times Base Salary
|
|
|
All other executive officers
|
| |
1 times Base Salary
|
|
|
Non-employee Directors
|
| |
4 times Base Annual Cash Retainer
|
|
•
|
Any incentive-based compensation received by such officer during the one-year period preceding the date on which we are required
to prepare a restatement of our financial statements that the Compensation Committee determines was in excess of what would have been paid to such officer under the restatement on a pre-tax basis.
|
|
Name and
Principal Position
|
| |
Year
|
| |
Salary
($)
|
| |
Bonus(1)
($)
|
| |
Stock
Awards(2)(3)
($)
|
| |
Option
Awards(2)
($)
|
| |
All Other
Compensation(4)
($)
|
| |
Total
($)
|
|
|
Brett P. Monia(5)
President, Chief Executive Officer
|
| |
2020
|
| |
$700,000
|
| |
$601,738
|
| |
$5,150,204(6)
|
| |
$4,470,351(6)
|
| |
$40,747
|
| |
$10,963,040
|
|
|
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
|
| |||
|
Elizabeth L. Hougen
Executive Vice President, Finance and Chief Financial Officer
|
| |
2020
|
| |
$499,555
|
| |
$298,734
|
| |
$1,663,208
|
| |
$1,815,765
|
| |
$63,838
|
| |
$4,341,100
|
|
|
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
|
| |||
|
Stanley T. Crooke(5)
Executive Chairman
|
| |
2020
|
| |
$683,630
|
| |
$587,665
|
| |
$3,908,663
|
| |
$4,267,239
|
| |
$39,332
|
| |
$9,486,529
|
|
|
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
|
| |||
|
Richard S. Geary
Executive Vice President, Chief Development Officer
|
| |
2020
|
| |
$509,360
|
| |
$281,167
|
| |
$1,502,162
|
| |
$1,639,968
|
| |
$78,379
|
| |
$4,011,036
|
|
|
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
|
| |||
|
Patrick R. O’Neil Executive
Vice President, Legal, General Counsel and Corporate Secretary
|
| |
2020
|
| |
$500,925
|
| |
$288,032
|
| |
$1,502,162
|
| |
$1,639,968
|
| |
$33,978
|
| |
$3,965,065
|
|
|
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
|
|
(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 2021 we paid bonuses for 2020 performance.
|
(2)
|
Amounts represent the aggregate expense recognized for financial statement reporting purposes in accordance with ASC 718 for stock
and option awards granted to our named executive officers. ASC 718 expense for the option awards is based on the fair value of the awards on the date of grant using an option-pricing model. The fair value of RSUs is based on the market
price of our common stock on the date of grant. For more information, please see Note 4, Stockholders’ Equity, of the consolidated financial statements in our Annual Report on Form 10-K for the
year ended December 31, 2020 regarding assumptions underlying valuation of equity awards.
|
(3)
|
The grant date value of stock awards for our named executive officers increased in 2019 and 2020 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.
Amounts for 2020 include a Lifetime Achievement Award for Dr. Geary and a Commitment to Ionis Award for Ms. Hougen. Amounts for 2019 include a Lifetime Achievement Award and Commitment to Ionis Award for Drs. Crooke and Monia.
|
(5)
|
2020 compensation for Drs. Monia and Crooke was for their roles as CEO and Executive Chairman, respectively, and 2019 and 2018
compensation was for their roles as COO and CEO, respectively.
|
(6)
|
Includes equity awards granted to Dr. Monia in connection with his promotion to CEO in 2020.
|
|
Name
|
| |
Grant
Date
|
| |
Estimated Future Payouts Under
Equity Incentive Plan Awards
|
| |
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)
|
| ||||||
|
Threshold (#)
|
| |
Target (#)
|
| |
Maximum (#)
|
| ||||||||||||||||||
|
Brett P. Monia
|
| |
1/4/20
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
148,454
|
| |
$60.89
|
| |
$4,470,351
|
|
|
1/15/20
|
| |
—
|
| |
—
|
| |
—
|
| |
65,979
|
| |
—
|
| |
—
|
| |
$4,094,657
|
| |||
|
1/15/20
|
| |
5,669
|
| |
11,339
|
| |
17,009
|
| |
—
|
| |
—
|
| |
—
|
| |
$1,055,548
|
| |||
|
Elizabeth L. Hougen
|
| |
1/4/20
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
60,299
|
| |
$60.89
|
| |
$1,815,765
|
|
|
1/15/20
|
| |
—
|
| |
—
|
| |
—
|
| |
26,800
|
| |
—
|
| |
—
|
| |
$1,663,208
|
| |||
|
Stanley T. Crooke
|
| |
1/4/20
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
141,709
|
| |
$60.89
|
| |
$4,267,239
|
|
|
1/15/20
|
| |
—
|
| |
—
|
| |
—
|
| |
62,982
|
| |
—
|
| |
—
|
| |
$3,908,663
|
| |||
|
Richard Geary
|
| |
1/4/20
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
54,461
|
| |
$60.89
|
| |
$1,639,968
|
|
|
1/15/20
|
| |
—
|
| |
—
|
| |
—
|
| |
24,205
|
| |
—
|
| |
—
|
| |
$1,502,162
|
| |||
|
Patrick R. O’Neil
|
| |
1/4/20
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
54,461
|
| |
$60.89
|
| |
$1,639,968
|
|
|
1/15/20
|
| |
—
|
| |
—
|
| |
—
|
| |
24,205
|
| |
—
|
| |
—
|
| |
$1,502,162
|
|
(1)
|
Amounts represent the aggregate expense recognized for financial statement reporting purposes in accordance with ASC 718 for stock
and option awards granted to our named executive officers. ASC 718 expense for the option awards is based on the fair value of the awards on the date of grant using an option-pricing model. The fair value of RSUs is based on the market
price of our common stock on the date of grant. The fair value of PRSUs is calculated using the target payout of shares under the PRSU award and is based on the market price of our common stock on the date of grant and is further adjusted
to take into consideration that the award contains a market condition. For more information, please see Note 4, Stockholders’ Equity, of the consolidated financial statements in our Annual Report
on Form 10-K for the year ended December 31, 2020 regarding assumptions underlying valuation of equity awards.
|
|
|
| |
|
| |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
|
Name
|
| |
Grant Date
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable(1)
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
| |
Option
Exercise
Price ($)
|
| |
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)
|
| |
Equity
incentive
plan
awards:
number
of
unearned
shares,
units or
other
rights
that have
not
vested
(#)(4)
|
| |
Equity
incentive
plan
awards:
market
or
payout
value of
unearned
shares,
units or
other
rights
that have
not
vested
($)(5)
|
|
|
Brett P.
Monia
|
| |
1/2/2015
|
| |
36,423
|
| |
—
|
| |
$61.57
|
| |
1/1/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
1/4/2016
|
| |
38,240
|
| |
—
|
| |
$61.68
|
| |
1/3/2023
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
1/3/2017
|
| |
47,000
|
| |
1,000
|
| |
$47.34
|
| |
1/2/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
1/2/2018
|
| |
42,383
|
| |
15,742
|
| |
$49.25
|
| |
1/1/2025
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
1/14/2018
|
| |
21,875
|
| |
8,125
|
| |
$53.22
|
| |
1/13/2025
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
1/2/2019
|
| |
49,306
|
| |
53,594
|
| |
$53.77
|
| |
1/1/2026
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
1/2/2020
|
| |
—
|
| |
107,632
|
| |
$60.89
|
| |
1/1/2027
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
1/2/2020
|
| |
—
|
| |
40,822
|
| |
$60.89
|
| |
1/1/2027
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
1/15/2017
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
2,000
|
| |
$113,080
|
| |
—
|
| |
—
|
| |||
|
1/15/2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
6,458
|
| |
$365,135
|
| |
—
|
| |
—
|
| |||
|
1/15/2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
3,333
|
| |
$188,448
|
| |
—
|
| |
—
|
| |||
|
1/15/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
34,296
|
| |
$1,939,096
|
| |
—
|
| |
—
|
| |||
|
1/15/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
47,836
|
| |
$2,704,647
|
| |
—
|
| |
—
|
| |||
|
1/15/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
18,143
|
| |
$1,025,805
|
| |
—
|
| |
—
|
| |||
|
1/15/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
5,669
|
| |
$320,525
|
| |||
|
Elizabeth
L. Hougen
|
| |
1/2/2015
|
| |
33,112
|
| |
—
|
| |
$61.57
|
| |
1/1/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
1/4/2016
|
| |
38,240
|
| |
—
|
| |
$61.68
|
| |
1/3/2023
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
1/3/2017
|
| |
44,282
|
| |
943
|
| |
$47.34
|
| |
1/2/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
1/2/2018
|
| |
39,827
|
| |
14,792
|
| |
$49.25
|
| |
1/1/2025
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
1/2/2019
|
| |
23,862
|
| |
25,938
|
| |
$53.77
|
| |
1/1/2026
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
1/2/2020
|
| |
—
|
| |
60,299
|
| |
$60.89
|
| |
1/1/2027
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
1/15/2017
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,884
|
| |
$106,521
|
| |
—
|
| |
—
|
| |||
|
1/15/2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
6,068
|
| |
$343,085
|
| |
—
|
| |
—
|
| |||
|
1/15/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
16,598
|
| |
$938,451
|
| |
—
|
| |
—
|
| |||
|
1/15/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
26,800
|
| |
$1,515,272
|
| |
—
|
| |
—
|
|
|
|
| |
|
| |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
|
Name
|
| |
Grant Date
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable(1)
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
| |
Option
Exercise
Price ($)
|
| |
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)
|
| |
Equity
incentive
plan
awards:
number
of
unearned
shares,
units or
other
rights
that have
not
vested
(#)(4)
|
| |
Equity
incentive
plan
awards:
market
or
payout
value of
unearned
shares,
units or
other
rights
that have
not
vested
($)(5)
|
|
|
Stanley T.
Crooke
|
| |
1/2/2015
|
| |
165,000
|
| |
—
|
| |
$61.57
|
| |
1/1/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
1/4/2016
|
| |
195,182
|
| |
—
|
| |
$61.68
|
| |
1/3/2023
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
1/3/2017
|
| |
159,616
|
| |
3,397
|
| |
$47.34
|
| |
1/2/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
1/2/2018
|
| |
115,336
|
| |
42,839
|
| |
$49.25
|
| |
1/1/2025
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
1/2/2019
|
| |
68,712
|
| |
74,688
|
| |
$53.77
|
| |
1/1/2026
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
1/2/2020
|
| |
—
|
| |
141,709
|
| |
$60.89
|
| |
1/1/2027
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
1/15/2017
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
6,792
|
| |
$384,020
|
| |
—
|
| |
—
|
| |||
|
1/15/2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
17,574
|
| |
$993,634
|
| |
—
|
| |
—
|
| |||
|
1/15/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
47,794
|
| |
$2,702,273
|
| |
—
|
| |
—
|
| |||
|
1/15/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
62,982
|
| |
$3,561,002
|
| |
—
|
| |
—
|
| |||
|
Richard S.
Geary
|
| |
1/2/2015
|
| |
33,112
|
| |
—
|
| |
$61.57
|
| |
1/1/2022
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
1/4/2016
|
| |
38,240
|
| |
—
|
| |
$61.68
|
| |
1/3/2023
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
1/3/2017
|
| |
20,282
|
| |
943
|
| |
$47.34
|
| |
1/2/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
1/2/2018
|
| |
42,383
|
| |
15,742
|
| |
$49.25
|
| |
1/1/2025
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
1/2/2019
|
| |
27,743
|
| |
30,157
|
| |
$53.77
|
| |
1/1/2026
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
1/2/2020
|
| |
—
|
| |
54,461
|
| |
$60.89
|
| |
1/1/2027
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
1/15/2017
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,884
|
| |
$106,521
|
| |
—
|
| |
—
|
| |||
|
1/15/2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
6,458
|
| |
$365,135
|
| |
—
|
| |
—
|
| |||
|
1/15/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
19,297
|
| |
$1,091,052
|
| |
—
|
| |
—
|
| |||
|
1/15/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
24,205
|
| |
$1,368,551
|
| |
—
|
| |
—
|
| |||
|
Patrick R.
O’ Neil
|
| |
1/4/2016
|
| |
7,967
|
| |
—
|
| |
$61.68
|
| |
1/3/2023
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
1/3/2017
|
| |
19,882
|
| |
943
|
| |
$47.34
|
| |
1/2/2024
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
1/2/2018
|
| |
31,840
|
| |
14,798
|
| |
$49.25
|
| |
1/1/2025
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
1/2/2019
|
| |
23,862
|
| |
25,938
|
| |
$53.77
|
| |
1/1/2026
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
1/2/2020
|
| |
—
|
| |
54,461
|
| |
$60.89
|
| |
1/1/2027
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
1/15/2017
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,884
|
| |
$106,521
|
| |
—
|
| |
—
|
| |||
|
1/15/2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
6,070
|
| |
$343,198
|
| |
—
|
| |
—
|
| |||
|
1/15/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
16,598
|
| |
$938,451
|
| |
—
|
| |
—
|
| |||
|
1/15/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
24,205
|
| |
$1,368,551
|
| |
—
|
| |
—
|
|
(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 $56.54, which was the closing market
price of our common stock on the Nasdaq Global Select Market on December 31, 2020, the last trading day of fiscal 2020.
|
(4)
|
Represents the threshold payout of shares under the PRSU award granted to Dr. Monia in January 2020.
|
(5)
|
Market value of PRSUs was determined by multiplying the threshold payout of shares by $56.54, which was the closing market price of
our common stock on the Nasdaq Global Select Market on December 31, 2020, the last trading day of fiscal 2020.
|
|
|
| |
Option Awards
|
| |
Stock Awards
|
| ||||||
|
Name
|
| |
Number of
Shares
Acquired
on Exercise (#)(1)
|
| |
Value Realized
on Exercise ($)
|
| |
Number of
Shares
Acquired
on Vesting (#)
|
| |
Value Realized
on Vesting ($)
|
|
|
Brett P. Monia
|
| |
45,000
|
| |
$2,302,758
|
| |
19,921
|
| |
$1,236,297
|
|
|
Elizabeth L. Hougen
|
| |
45,000
|
| |
$2,256,814
|
| |
12,044
|
| |
$747,451
|
|
|
Stanley T. Crooke
|
| |
6,518
|
| |
$327,847
|
| |
39,643
|
| |
$2,460,245
|
|
|
Richard Geary
|
| |
25,000
|
| |
$1,253,799
|
| |
13,139
|
| |
$815,406
|
|
|
Patrick R. O’Neil
|
| |
—
|
| |
$—
|
| |
12,045
|
| |
$747,513
|
|
(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
|
|
|
Brett P. Monia
|
| |
$1,781,022
|
| |
$1,098,522
|
|
|
Elizabeth L. Hougen
|
| |
$732,372
|
| |
$532,550
|
|
|
Stanley T. Crooke
|
| |
$1,151,050
|
| |
$706,691
|
|
|
Richard S. Geary
|
| |
$736,165
|
| |
$532,421
|
|
|
Patrick R. O’Neil
|
| |
$724,356
|
| |
$523,986
|
|
|
Role
|
| |
2020 Cash
Compensation
|
|
|
Board Member (Base)
|
| |
$60,000
|
|
|
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
|
| |
$95,000
|
| |
$321,047
|
| |
$399,284
|
| |
$—
|
| |
$815,331
|
|
|
Breaux B. Castleman
|
| |
$72,000
|
| |
$321,047
|
| |
$399,284
|
| |
$15,066
|
| |
$807,397
|
|
|
Michael Hayden
|
| |
$70,000
|
| |
$321,047
|
| |
$399,284
|
| |
$15,066
|
| |
$805,397
|
|
|
Joan Herman
|
| |
$72,000
|
| |
$321,047
|
| |
$399,284
|
| |
$—
|
| |
$792,331
|
|
|
Joseph Klein, III
|
| |
$84,000
|
| |
$321,047
|
| |
$399,284
|
| |
$132,754(3)
|
| |
$937,085
|
|
|
Joseph Loscalzo
|
| |
$80,000
|
| |
$321,047
|
| |
$399,284
|
| |
$—
|
| |
$800,331
|
|
|
Frederick T. Muto
|
| |
$92,000
|
| |
$321,047
|
| |
$399,284
|
| |
$—
|
| |
$812,331
|
|
|
B. Lynne Parshall
|
| |
$75,000
|
| |
$321,047
|
| |
$399,284
|
| |
$959,461(3)(4)
|
| |
$1,754,792
|
|
|
Peter N. Reikes
|
| |
$75,000
|
| |
$321,047
|
| |
$399,284
|
| |
$—
|
| |
$795,331
|
|
|
Joseph H. Wender
|
| |
$100,000
|
| |
$321,047
|
| |
$399,284
|
| |
$50,000(5)
|
| |
$870,331
|
|
(1)
|
Amounts represent the aggregate expense recognized for financial statement reporting purposes in accordance with ASC 718 for stock
and option awards granted to the Directors. ASC 718 expense for the option awards is based on the fair value of the awards on the date of grant using an option-pricing model. The fair value of RSUs is based on the market price of our
common stock on the date of grant. For more information, please see Note 4, Stockholders’ Equity, of the consolidated financial statements in our Annual Report on Form 10-K for the year ended
December 31, 2020 regarding assumptions underlying valuation of equity awards.
|
(2)
|
For Mr. Castleman, Dr. Hayden, Mr. Klein, and Ms. Parshall, includes medical, dental and vision benefits, which are available to
all employees of the Company.
|
(3)
|
Includes fees earned for service on Akcea’s Board of Directors prior to the completion of the Akcea Acquisition and the cash-out of
unvested options in connection with the Akcea Acquisition.
|
(4)
|
On January 15, 2018, Ms. Parshall transitioned out of her role as Chief Operating Officer and retired from Ionis after 28 years of
service. Thereafter, she became a Senior Strategic Advisor to the Company and entered into the Amended Advisory Services Agreement. As a result of this transition, Ms. Parshall’s “All Other Compensation” for 2020 includes consulting fees
earned under the Amended Advisory Services Agreement.
|
(5)
|
Amount represents the Lifetime Achievement Award awarded to Mr. Wender in 2020.
|
|
|
| |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||
|
Name
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable(1)
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
| |
Option Exercise
Price ($)
|
| |
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
|
| |
—
|
| |
$9.30
|
| |
6/30/2021
|
| |
13,108
|
| |
$741,126
|
|
|
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
|
| |||||||||
|
16,000
|
| |
—
|
| |
$24.42
|
| |
6/30/2026
|
| |||||||||
|
12,000
|
| |
4,000
|
| |
$52.22
|
| |
7/2/2027
|
| |||||||||
|
8,000
|
| |
8,000
|
| |
$42.88
|
| |
7/1/2028
|
| |||||||||
|
4,000
|
| |
12,000
|
| |
$64.80
|
| |
6/30/2029
|
| |||||||||
|
—
|
| |
12,000
|
| |
$60.20
|
| |
7/1/2030
|
| |||||||||
|
Breaux B. Castleman
|
| |
12,500
|
| |
—
|
| |
$26.66
|
| |
6/24/2023
|
| |
13,108
|
| |
$741,126
|
|
|
11,250
|
| |
—
|
| |
$28.47
|
| |
6/30/2023
|
| |||||||||
|
16,000
|
| |
—
|
| |
$35.53
|
| |
6/30/2024
|
| |||||||||
|
16,000
|
| |
—
|
| |
$57.16
|
| |
6/30/2025
|
| |||||||||
|
16,000
|
| |
—
|
| |
$24.42
|
| |
6/30/2026
|
| |||||||||
|
12,000
|
| |
4,000
|
| |
$52.22
|
| |
7/2/2027
|
| |||||||||
|
8,000
|
| |
8,000
|
| |
$42.88
|
| |
7/1/2028
|
| |||||||||
|
4,000
|
| |
12,000
|
| |
$64.80
|
| |
6/30/2029
|
| |||||||||
|
—
|
| |
12,000
|
| |
$60.20
|
| |
7/1/2030
|
| |||||||||
|
Joseph Klein, III
|
| |
16,000
|
| |
—
|
| |
$57.16
|
| |
6/30/2025
|
| |
13,108
|
| |
$741,126
|
|
|
12,000
|
| |
—
|
| |
$24.42
|
| |
6/30/2026
|
| |||||||||
|
12,000
|
| |
4,000
|
| |
$52.22
|
| |
7/2/2027
|
| |||||||||
|
8,000
|
| |
8,000
|
| |
$42.88
|
| |
7/1/2028
|
| |||||||||
|
4,000
|
| |
12,000
|
| |
$64.80
|
| |
6/30/2029
|
| |||||||||
|
—
|
| |
12,000
|
| |
$60.20
|
| |
7/1/2030
|
| |||||||||
|
Joseph Loscalzo
|
| |
22,500
|
| |
—
|
| |
$49.09
|
| |
2/2/2024
|
| |
13,108
|
| |
$741,126
|
|
|
16,000
|
| |
—
|
| |
$35.53
|
| |
6/30/2024
|
| |||||||||
|
16,000
|
| |
—
|
| |
$57.16
|
| |
6/30/2025
|
| |||||||||
|
16,000
|
| |
—
|
| |
$24.42
|
| |
6/30/2026
|
| |||||||||
|
12,000
|
| |
4,000
|
| |
$52.22
|
| |
7/3/2027
|
| |||||||||
|
8,000
|
| |
8,000
|
| |
$42.88
|
| |
7/1/2028
|
| |||||||||
|
4,000
|
| |
12,000
|
| |
$64.80
|
| |
6/30/2029
|
| |||||||||
|
—
|
| |
12,000
|
| |
$60.20
|
| |
7/1/2030
|
| |||||||||
|
Frederick T. Muto
|
| |
15,000
|
| |
—
|
| |
$9.30
|
| |
6/30/2021
|
| |
13,108
|
| |
$741,126
|
|
|
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
|
| |||||||||
|
8,000
|
| |
—
|
| |
$24.42
|
| |
6/30/2026
|
| |||||||||
|
12,000
|
| |
4,000
|
| |
$52.22
|
| |
7/2/2027
|
| |||||||||
|
8,000
|
| |
8,000
|
| |
$42.88
|
| |
7/1/2028
|
| |||||||||
|
4,000
|
| |
12,000
|
| |
$64.80
|
| |
6/30/2029
|
| |||||||||
|
—
|
| |
12,000
|
| |
$60.20
|
| |
7/1/2030
|
|
|
|
| |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||
|
Name
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable(1)
|
| |
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
| |
Option Exercise
Price ($)
|
| |
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
|
| |
16,000
|
| |
—
|
| |
$35.53
|
| |
6/30/2024
|
| |
13,108
|
| |
$741,126
|
|
|
16,000
|
| |
—
|
| |
$57.16
|
| |
6/30/2025
|
| |||||||||
|
16,000
|
| |
—
|
| |
$24.42
|
| |
6/30/2026
|
| |||||||||
|
12,000
|
| |
4000
|
| |
$52.22
|
| |
7/2/2027
|
| |||||||||
|
8,000
|
| |
8,000
|
| |
$42.88
|
| |
7/1/2028
|
| |||||||||
|
4,000
|
| |
12,000
|
| |
$64.80
|
| |
6/30/2029
|
| |||||||||
|
—
|
| |
12,000
|
| |
$60.20
|
| |
7/1/2030
|
| |||||||||
|
B. Lynne Parshall(5)
|
| |
132,458
|
| |
—
|
| |
$61.57
|
| |
1/1/2022
|
| |
28,851
|
| |
$1,631,236
|
|
|
107,549
|
| |
—
|
| |
$61.68
|
| |
1/3/2023
|
| |||||||||
|
115,187
|
| |
2,451
|
| |
$47.34
|
| |
1/2/2024
|
| |||||||||
|
75,524
|
| |
28,051
|
| |
$49.25
|
| |
1/1/2025
|
| |||||||||
|
8,000
|
| |
8,000
|
| |
$42.88
|
| |
7/1/2028
|
| |||||||||
|
4,000
|
| |
12,000
|
| |
$64.80
|
| |
6/30/2029
|
| |||||||||
|
—
|
| |
12,000
|
| |
$60.20
|
| |
7/1/2030
|
| |||||||||
|
Michael Hayden
|
| |
16,000
|
| |
16,000
|
| |
$50.80
|
| |
9/18/2028
|
| |
14,219
|
| |
$803,942
|
|
|
4,000
|
| |
12,000
|
| |
$64.80
|
| |
6/30/2029
|
| |||||||||
|
—
|
| |
12,000
|
| |
$60.20
|
| |
7/1/2030
|
| |||||||||
|
Peter N. Reikes
|
| |
16,000
|
| |
16,000
|
| |
$49.14
|
| |
9/21/2028
|
| |
14,219
|
| |
$803,942
|
|
|
4,000
|
| |
12,000
|
| |
$64.80
|
| |
6/30/2029
|
| |||||||||
|
—
|
| |
12,000
|
| |
$60.20
|
| |
7/1/2030
|
| |||||||||
|
Joan Herman
|
| |
8,000
|
| |
24,000
|
| |
$63.90
|
| |
6/8/2029
|
| |
21,330
|
| |
$1,205,998
|
|
|
4,000
|
| |
12,000
|
| |
$64.80
|
| |
6/30/2029
|
| |||||||||
|
—
|
| |
12,000
|
| |
$60.20
|
| |
7/1/2030
|
|
(1)
|
Except for the awards Ms. Parshall received when she was an employee, the options have a term of ten years and were granted out of
our Non-Employee Director Plan. Initial options granted upon commencement of Board service prior to June 4, 2020 vest at the rate of 25% per year over four years and those granted on or after June 4, 2020 vest 100% on the first
anniversary of the date of grant. Annual options that were granted prior to June 4, 2020 vest equally over four years on each anniversary of the date of grant or the next regularly scheduled annual meeting of stockholders, whichever
occurs earlier. Annual options that were granted on or after June 4, 2020 vest 100% on either (1) the annual anniversary of the date of grant, or (2) the next regularly scheduled annual meeting of stockholders, whichever occurs earlier.
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.
Initial RSUs granted upon commencement of Board service prior to June 4, 2020 vest at the rate of 25% per year over four years and those granted on or after June 4, 2020 vest 100% on the first anniversary of the date of grant. Annual RSUs
that were granted prior to June 4, 2020 vest equally over four years on each anniversary of the date of grant or the next regularly scheduled annual meeting of stockholders, whichever occurs earlier. Annual RSUs that were granted on or
after June 4, 2020 vest 100% on either (1) the annual anniversary of the date of grant, or (2) the next regularly scheduled annual meeting of stockholders, whichever occurs earlier.
|
(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 $56.54, which was the closing market
price of our common stock on the Nasdaq Global Select Market on December 31, 2020, the last trading day of fiscal year 2020.
|
(5)
|
Includes awards received by Ms. Parshall during her tenure as an executive officer of the Company.
|
|
|
| |
Option Awards
|
| |
Stock Awards
|
| ||||||
|
Name
|
| |
Number of
Shares
Acquired
on Exercise
(#)
|
| |
Value Realized
on Exercise
($)
|
| |
Number of
Shares
Acquired
on Vesting
(#)
|
| |
Value
Realized
on Vesting
($)
|
|
|
Spencer R. Berthelsen
|
| |
$15,000
|
| |
$881,400
|
| |
4,000
|
| |
$241,708
|
|
|
Breaux B. Castleman
|
| |
$10,000
|
| |
$600,000
|
| |
4,000
|
| |
$241,708
|
|
|
Joseph Klein, III
|
| |
—
|
| |
—
|
| |
4,000
|
| |
$241,708
|
|
|
Joseph Loscalzo
|
| |
—
|
| |
—
|
| |
4,000
|
| |
$241,708
|
|
|
Frederick T. Muto
|
| |
$15,000
|
| |
$884,400
|
| |
4,000
|
| |
$241,708
|
|
|
Joseph H. Wender
|
| |
$22,500
|
| |
$1,164,825
|
| |
4,000
|
| |
$241,708
|
|
|
B. Lynne Parshall(1)
|
| |
$7,500
|
| |
$376,151
|
| |
17,803
|
| |
$1,100,418
|
|
|
Michael Hayden
|
| |
—
|
| |
—
|
| |
3,556
|
| |
$192,895
|
|
|
Peter N. Reikes
|
| |
—
|
| |
—
|
| |
3,556
|
| |
$192,895
|
|
|
Joan Herman
|
| |
—
|
| |
—
|
| |
5,334
|
| |
$315,311
|
|
(1)
|
Includes shares received by Ms. Parshall pursuant to awards granted during her tenure as an executive officer of the Company.
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($)
|
| |
Bonus(2)
($)
|
| |
Stock
Awards(3)
($)
|
| |
Option
Awards(3)(4)
($)
|
| |
All Other
Compensation(5)
($)
|
| |
Total
($)
|
|
|
Rosanne Crooke, Senior Strategic Advisor
|
| |
2020
|
| |
$23,859(1)
|
| |
—
|
| |
$344,123
|
| |
$375,716
|
| |
$195,193
|
| |
$938,891
|
|
|
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
|
|
(1)
|
As of January 15, 2020, Dr. Rosanne Crooke transitioned to a Senior Strategic Advisor. The amount reflected represents Dr. Rosanne
Crooke’s salary as an Ionis employee prior to the commencement of her Strategic Advisory Services Agreement and the vacation pay-out upon termination of her employment with the Company.
|
(2)
|
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 2021 we paid bonuses for 2020 performance.
|
(3)
|
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, 2020 regarding assumptions underlying valuation of equity awards.
|
(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:
|
•
|
17,603 shares at $49.25 per share received on January 2, 2018;
|
•
|
12,000 shares at $53.77 per share received on January 2, 2019; and
|
•
|
12,477 shares at $60.89 received on January 2, 2020.
|
(5)
|
For 2020, includes the fees paid to Dr. Rosanne Crooke pursuant to her Strategic Advisory Services Agreement and a $50,000 Lifetime
Achievement Award. For 2020, 2019 and 2018, also includes AD&D, Basic Life, and 401(k) matching contributions while she was an employee of the Company, which are available to all employees of the Company.
|
•
|
We included all employees of Ionis and 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 2021 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
|
13
|
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.
|