SEC Form DEF 14A filed by Ionis Pharmaceuticals Inc.
☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material under § 240.14a-12 |
(Name of Registrant as Specified In Its Charter) |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
☒ | No fee required |
☐ | Fee paid previously with preliminary materials |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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Date: | | | June 6, 2024 | |||
Time: | | | 2:00 p.m. Pacific Time | |||
Place: | | | Online only: www.virtualshareholdermeeting.com/IONS2024 | |||
Record Date: | | | April 8, 2024. If you were an Ionis stockholder of record at the close of business on April 8, 2024, you may vote at the Annual Meeting. | |||
Items of Business: | | | We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying Proxy Statement: | |||
| | 1. | | | To elect our nominees, Brett P. Monia and Michael Yang, to our Board of Directors to serve as Directors for a three-year term; | |
| | 2. | | | To make an advisory vote on executive compensation; | |
| | 3. | | | To approve an amendment of the Ionis Pharmaceuticals, Inc. 2011 Equity Incentive Plan to increase the aggregate number of shares of common stock authorized for issuance under such plan by 3,300,000 shares to an aggregate of 38,500,000 shares and to prohibit certain share recycling on full value awards; | |
| | 4. | | | To ratify the Audit Committee’s selection of Ernst & Young LLP as independent auditors for our 2024 fiscal year; and | |
| | 5. | | | To transact any other business that may be properly presented at the Annual Meeting. | |
Virtual Meeting: | | | To participate in the Annual Meeting, please visit www.virtualshareholdermeeting.com/IONS2024. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or your proxy card or voting instruction form that accompanied your proxy materials. Stockholders will be able to vote and submit questions during the Annual Meeting. | |||
Voting: | | | WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE VOTE BY TELEPHONE OR INTERNET BY FOLLOWING THE INSTRUCTIONS INCLUDED IN THIS PROXY STATEMENT AND YOUR NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS OR PROXY CARD. ALTERNATIVELY, YOU MAY REQUEST A WRITTEN PROXY STATEMENT, AND COMPLETE, DATE, SIGN AND RETURN YOUR PROXY AS PROMPTLY AS POSSIBLE TO ENSURE YOUR REPRESENTATION AT THE MEETING. IF YOU RECEIVE YOUR PROXY MATERIALS BY MAIL, WE WILL INCLUDE A RETURN ENVELOPE (WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES) FOR THAT PURPOSE. EVEN IF YOU HAVE GIVEN YOUR PROXY, YOU MAY STILL VOTE AT THE VIRTUAL MEETING VIA LIVE WEBCAST. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE BROKER, BANK OR OTHER NOMINEE A PROXY ISSUED IN YOUR NAME. |
| | By order of the Board of Directors, Patrick R. O’Neil Corporate Secretary | |
| | Carlsbad, California | |
| | April 25, 2024 |
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1. | | | Proposal 1: | | | elect our nominees, Brett P. Monia and Michael Yang, to our Board of Directors to serve as Directors for a three-year term; |
2. | | | Proposal 2: | | | make an advisory vote on executive compensation; |
3. | | | Proposal 3: | | | approve an amendment of the Ionis Pharmaceuticals, Inc. 2011 Equity Incentive Plan to increase the aggregate number of shares of common stock authorized for issuance under such plan by 3,300,000 shares to an aggregate of 38,500,000 shares and to prohibit certain share recycling on full value awards; |
4. | | | Proposal 4: | | | ratify the Audit Committee’s selection of Ernst & Young LLP as independent auditors for our 2024 fiscal year. |
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1. | vote through the Internet by following the instructions included with your Notice or proxy card; |
2. | vote by telephone by following the instructions included with your proxy card if you have received proxy materials electronically or by mail; |
3. | vote by mail by completing, signing, dating, and returning your proxy card in the postage paid envelope provided; or |
4. | vote during the virtual Annual Meeting by following the instructions posted at www.virtualshareholdermeeting.com/IONS2024. |
1. | “For” the election of the nominees for Director named in the Proxy Statement; |
2. | “For” an advisory vote on our executive compensation; |
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3. | “For” the approval of an amendment of the Ionis Pharmaceuticals, Inc. 2011 Equity Incentive Plan to increase the aggregate number of shares of common stock authorized for issuance under such plan by 3,300,000 shares to an aggregate of 38,500,000 shares and to prohibit certain share recycling on full value awards; |
4. | “For” the ratification of the Audit Committee’s selection of Ernst & Young LLP as independent auditors for our 2024 fiscal year. |
1. | you may mail another proxy marked with a later date; |
2. | you may revoke it through the Internet; |
3. | 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 |
4. | you may vote during the virtual Annual Meeting. Attending the meeting will not, by itself, revoke a proxy. |
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1. | 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 “Against” votes will affect the outcome. Abstentions and broker non-votes, if any, will have no effect. |
2. | Proposal 2: We will consider the advisory vote on 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 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. |
3. | Proposal 3: Pursuant to the rules of the Nasdaq Stock Market, to be approved, the amendment of the 2011 Equity Incentive Plan must receive “For” votes from the holders of a majority of the votes cast on the proposal, voting virtually or by proxy at the meeting. Abstentions are not treated as votes cast and, therefore, will have no effect. Broker non-votes will have no effect. |
4. | Proposal 4: To be approved, the ratification of the selection of Ernst & Young LLP as our independent auditors for our 2024 fiscal year must receive “For” votes from a majority of the holders of shares present or represented by proxy and entitled to vote on the matter. If you “Abstain” from voting, it will have the same effect as an “Against” vote. 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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1. | delivering the Proxy Statement, Annual Report on Form 10-K, and related materials by email to our stockholders; |
2. | stockholder voting online; |
3. | helping the environment by decreasing the use of paper documents; |
4. | reducing the number of bulky documents stockholders receive; and |
5. | reducing our printing and mailing costs associated with more traditional delivery methods. |
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Name | | | Commencement of Ionis Directorship |
Brett P. Monia | | | March 2019 |
Michael Yang | | | December 2023 |
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Industry Experience | | | Relevant to an industry understanding and oversight of and contribution to our business and strategy |
Executive/Leadership Experience | | | Allows our Directors to successfully advise on and oversee the Company’s performance and represent stockholders’ interests |
Corporate Governance and Public Company Board Experience | | | Ensures Directors have the background and knowledge to perform oversight and governance roles |
Accounting, Financial or Investment Experience | | | Enables our Directors to analyze our financial statements, oversee our capital structure and consider financial transactions |
Scientific, Research or Development Experience | | | Facilitates the constant improvement of our science and technology to enable us to continue to drive innovation in RNA therapies |
Commercial, Marketing, Reimbursement or Sales Experience | | | Ensures we have appropriate Board expertise to advance our commercial strategy |
Director Skills and Qualifications | | | Spencer R. Berthelsen | | | Allene M. Diaz | | | Michael Hayden | | | Joan E. Herman | | | Joseph Klein III | | | Joseph Loscalzo | | | Brett P. Monia | | | B. Lynne Parshall | | | Joseph H. Wender | | | Michael Yang |
Industry Experience | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() |
Executive/Leadership Experience | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() |
Corporate Governance and Public Company Board Experience | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | ![]() |
Accounting, Financial or Investment Experience | | | | | ![]() | | | ![]() | | | ![]() | | | ![]() | | | | | | | ![]() | | | ![]() | | | ![]() | |||
Scientific, Research or Development Experience | | | ![]() | | | ![]() | | | ![]() | | | | | | | ![]() | | | ![]() | | | ![]() | | | | | ![]() | |||
Commercial, Marketing, Reimbursement or Sales Experience | | | | | ![]() | | | | | ![]() | | | | | | | | | ![]() | | | | | ![]() |
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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; |
• | is not an officer or employee of Ionis; and |
• | is free of any relationship that would interfere with his or her individual exercise of independent judgment with regard to Ionis. |
Name | | | Audit | | | Compensation | | | Compliance | | | Finance | | | Nominating, Governance and Review | | | Medical and Science** | | | Attended 2023 Annual Meeting |
Dr. Spencer R. Berthelsen | | | — | | | X* | | | — | | | — | | | X | | | X | | | X |
Ms. Allene M. Diaz | | | X | | | — | | | X | | | — | | | — | | | — | | | — |
Dr. Michael Hayden | | | — | | | — | | | — | | | — | | | — | | | X* | | | — |
Ms. Joan E. Herman | | | X | | | X | | | X | | | — | | | — | | | — | | | X |
Mr. Joseph Klein, III | | | X* | | | — | | | — | | | X | | | — | | | — | | | — |
Dr. Joseph Loscalzo | | | — | | | — | | | — | | | — | | | X | | | X | | | — |
Dr. Brett P. Monia | | | — | | | — | | | — | | | — | | | — | | | — | | | X |
Ms. B. Lynne Parshall | | | — | | | — | | | X* | | | X | | | — | | | — | | | X |
Mr. Joseph H. Wender | | | — | | | X | | | — | | | X* | | | X* | | | — | | | X |
Mr. Michael Yang*** | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
Total meetings in fiscal year 2023 | | | 8 | | | 8 | | | 7 | | | 7 | | | 3 | | | 3 | | |
* | Committee Chairperson |
** | Dr. Frank Bennett, the Company’s EVP and Chief Scientific Officer, is the executive sponsor of the committee. |
*** | Mr. Yang joined the Board as of December 14, 2023. |
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Name | | | Audit | | | Compensation | | | Compliance | | | Finance | | | Nominating, Governance and Review | | | Medical and Science** |
Dr. Spencer R. Berthelsen | | | — | | | X* | | | — | | | — | | | X | | | X |
Ms. Allene M. Diaz | | | X | | | — | | | X | | | — | | | — | | | — |
Dr. Michael Hayden | | | — | | | — | | | — | | | — | | | — | | | X* |
Ms. Joan E. Herman | | | X | | | X | | | X | | | — | | | — | | | — |
Mr. Joseph Klein, III | | | X* | | | — | | | — | | | X | | | — | | | — |
Dr. Joseph Loscalzo | | | — | | | — | | | — | | | — | | | X | | | X |
Dr. Brett P. Monia | | | — | | | — | | | — | | | — | | | — | | | — |
Ms. B. Lynne Parshall | | | — | | | — | | | X* | | | X | | | — | | | — |
Mr. Joseph H. Wender | | | — | | | X | | | — | | | X* | | | X* | | | — |
Mr. Michael Yang | | | — | | | — | | | X | | | — | | | — | | | — |
* | Committee Chairperson |
** | Dr. Frank Bennett, the Company’s EVP and Chief Scientific Officer, is the executive sponsor of the committee. |
• | 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; |
• | selects and hires our independent auditors; |
• | oversees the independence of our independent auditors; |
• | evaluates our independent auditors’ performance; and |
• | has the authority to hire its own outside consultants and advisors, if necessary. |
• | 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; |
• | establishing and enforcing procedures for the receipt, retention, and treatment of complaints regarding accounting or auditing improprieties; |
• | pre-approving all audit and non-audit services provided by our independent auditors that are not prohibited by law; |
• | reviewing and discussing the Company’s cybersecurity risks; and |
• | 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; |
• | are not an affiliate of Ionis or one of its subsidiaries; and |
• | meet all of the other Nasdaq independence requirements. |
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• | interviewing, evaluating, nominating, and recommending individuals for membership on our Board, and considering proposed changes to the Board for approval; |
• | managing risks associated with the independence of the Board and potential conflicts of interests at the Board and executive level, including reviewing and, if appropriate, approving related party transactions; |
• | periodically reviewing our policies and procedures and making recommendations when appropriate; |
• | overseeing ESG matters; and |
• | performing such other functions as may be necessary or convenient for the efficient discharge of the foregoing. |
• | members must be able to read and understand basic financial statements; |
• | members must demonstrate high personal integrity and ethics; |
• | members cannot serve as a director on the boards of more than five total publicly traded companies (including Ionis); |
• | members cannot serve more than ten consecutive three-year terms on the Board; and |
• | members cannot run for re-election to the Board once they have reached the age of 80. |
• | possessing relevant expertise to offer advice and guidance to management; |
• | having sufficient time to devote to Ionis’ affairs; |
• | demonstrating excellence in his or her field; |
• | having sound business judgment; |
• | being committed to vigorously representing the long-term interests of our stockholders; and |
• | contributing to the diversity of the Board. |
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Board Diversity Matrix (as of February 7, 2024) | ||||||
Total Number of Directors | | | 10 | |||
| | Female | | | Male | |
Part I: Gender Identity | | | | | ||
Directors | | | 3 | | | 7 |
Part II: Demographic Self-Identification* | | | | | ||
Asian | | | — | | | 1 |
Hispanic or Latinx | | | 1 | | | — |
Native Hawaiian or Pacific Islander | | | — | | | — |
White | | | 3 | | | 6 |
Two or More Races/Ethnicities | | | 1 | | | — |
LGBTQ+ | | | 1 |
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• | the name, age, business address and residence address of the nominee; |
• | the principal occupation or employment of the nominee; |
• | the stock ownership in Ionis of the nominee; |
• | 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; |
• | the information relating to the nominee that is required to be disclosed in solicitations of proxies under applicable securities laws; |
• | the nominee’s written consent to being named in the Proxy Statement as a nominee and to serving as a Director if elected; |
• | 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 |
• | any voting commitments the nominee has to third parties. |
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![]() | | | General compensation principles | | | We design our compensation structure to drive the creation of long-term stockholder value and mitigate unnecessary or imprudent business risk taking. Specifically, we: • Use a combination of compensation vehicles that provide a balanced mix of fixed and variable cash incentives, and long-term stock incentives; • Require a 12-month minimum vesting period for equity awards; • Set explicit and demanding objectives at the beginning of each year from which we measure performance for the year; • Set a strict budget for equity awards and salary increases; • Do not provide perquisites for any employees; and • Do not provide “gross-up” payments, other than for relocation. |
![]() | | | Align executive compensation with Company performance and design performance based awards to drive creation of long-term stockholder value | | | We tie a significant portion of our executive officers’ compensation to Company performance and design performance-based awards to drive the creation of long-term stockholder value. For example, we: • Allocated approximately 65% of our Chief Executive Officer’s 2023 compensation in the form of performance-based compensation, which we consider to consist of cash bonuses, stock options and performance-based restricted stock units (“PRSUs”); • Award 33% of our Chief Executive Officer’s annual total equity awards in the form of PRSUs and 20% of our other executive officers’ annual total equity awards in the form of PRSUs; • Revised our PRSU structure for grants made in 2023 and going forward such that: ○ awards will have a single vesting period at the end of three years; and ○ the relative total shareholder return (“TSR”) percentile rank for maximum payout of the awards increased from the 75th percentile to the 90th percentile. • Place a maximum limit on cash bonuses and do not guarantee a cash bonus – cash bonuses can be, and have been, zero; and • Empower our Compensation Committee with the ability to exercise downward discretion with respect to the Company Performance Factor (used to determine cash bonuses) for our executive officers based on Company performance, which occurred in 2021. |
![]() | | | Stock ownership and holding guidelines | | | We maintain stock ownership and holding guidelines that require our executive officers and non-employee Directors to meet certain ownership thresholds. We increased such ownership requirements for non-employee Directors in 2023. |
![]() | | | Clawback policy | | | We use an executive “clawback” policy that applies to all Section 16 officers and is consistent with the clawback policy rules adopted by the SEC and Nasdaq in 2023. |
![]() | | | Disallow hedging and pledging | | | We do not allow pledging, shorting, or hedging against our stock by Directors or employees. |
![]() | | | No option re-pricing or cash buyouts | | | We do not reprice or “cash-out” stock options without stockholder approval. |
![]() | | | Engage an independent compensation consultant | | | The Compensation Committee has retained a compensation consultant whose relationship with the Company was confirmed to be independent for 2023. The compensation consultant, among other things, assists us in selecting an appropriate peer group and annually reviewing our compensation levels, policies, practices, and procedures for our employees and non-employee Directors compared to our peer group. |
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![]() | | | Use a “double trigger” for change of control for our executive officers | | | We use a “double trigger” for cash payments and equity acceleration for change of control for our executive officers. |
![]() | | | Hold a “say on pay” vote annually | | | Provides an effective way for us to obtain information on stockholder sentiment about our executive compensation program each year. |
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Employee Equity Incentive Plans (as of March 31, 2024) | ||||||
| | 2011 Plan | | | 2020 Plan | |
Total number of shares of common stock subject to outstanding stock options | | | 13,698,245 | | | 525,870 |
Weighted-average exercise price of outstanding stock options | | | $48.86 | | | $44.45 |
Weighted-average remaining term in years of outstanding stock options | | | 5.06 | | | 7.62 |
Total number of shares of common stock subject to outstanding full value awards | | | 3,868,249 | | | 192,409 |
Total number of shares of common stock available for grant under the plan | | | 4,110,084 | | | 793,165 |
Total number of shares of common stock available for grant to non-employee Directors under the Non-Employee Directors’ Stock Option Plan(1) | | | 546,702 | |||
Total number of shares of common stock available for grant under other equity incentive plans | | | — | |||
Total number of shares of common stock outstanding | | | 145,844,719 | |||
Per-share closing price of common stock as reported on Nasdaq Global Select Market | | | $43.35 |
(1) | This amount reflects the number of shares of common stock available as of March 31, 2024 for grant under our 2002 Amended and Restated Non-Employee Directors’ Stock Option Plan (“Non-Employee Directors’ Stock Option Plan”), which we use solely to offer equity awards to our non-employee Directors. With respect to the Non-Employee Directors’ Stock Option Plan, the total number of shares of common stock subject to outstanding stock options is 868,924, the weighted-average exercise price of outstanding stock options is $47.57, the weighted-average remaining term in years of outstanding stock options is 5.31, the total number of shares of common stock subject to outstanding full value awards is 43,207, and the total number of shares of common stock available for grant under the Non-Employee Directors’ Stock Option Plan is 546,702. We have no equity incentive plans other than the 2020 Plan, 2011 Plan, and the Non-Employee Directors’ Stock Option Plan. |
• | is administered by our Compensation Committee, which is composed entirely of independent Directors; |
• | has a term ending on June 15, 2031; |
• | contains a “fungible share counting” structure, whereby the number of shares of our common stock available for issuance under the 2011 Plan is 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 2011 Plan, and (ii) 1.7 shares for each share issued pursuant to a stock award that is not an |
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• | prohibits the repricing of any option or stock appreciation rights outstanding under the 2011 Plan, or “cashing out” underwater awards unless approved by our stockholders; |
• | is limited to the granting of stock options, SARs, restricted stock awards, RSUs, PRSUs, and performance cash awards; |
• | 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; |
• | prohibits the recycling of shares forfeited to cover the exercise price or withholding taxes for all stock awards; |
• | 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 1,925,000 shares worth of stock options, restricted stock awards, RSUs, SARs or PRSU awards that vest earlier than the minimum period described above; |
• | 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 |
• | requires all options and SARs outstanding under the 2011 Plan to have an exercise or strike price of not less than 100% of the fair market value of our common stock on the date of grant. |
• | retain the highest quality employees while motivating all employees to achieve key drivers of stock value; |
• | issue fewer shares, thereby reducing dilution; |
• | better align employee and stockholder interests; and |
• | encourage long-term holding by executive employees because stock settlement for RSUs does not necessarily require a same-day-sale. |
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Equity Award Grant History Under Employee Equity Plans(1) | ||||||||||||
| | 2021 | | | 2022 | | | 2023 | | | 2024 (through March 31st) | |
Shares subject to equity awards granted | | | 4,888,667 | | | 5,245,896 | | | 5,549,603 | | | 4,966,222 |
Shares subject to equity awards canceled, forfeited, or withheld for taxes | | | (2,103,394) | | | (2,464,566) | | | (2,106,879) | | | (816,765) |
Net shares subject to equity awards(2) | | | 2,785,273 | | | 2,781,330 | | | 3,442,724 | | | 4,149,457 |
(1) | Amounts shown reflect grants under our 2020 Plan and 2011 Plan. We currently grant equity awards to our non-employee Directors separately under our Non-Employee Directors’ Stock Option Plan. |
(2) | Shares subject to equity awards that are canceled, forfeited, or, prior to 2023, withheld for taxes (except shares withheld for taxes for options and SARs) become available for re-issuance under the applicable equity plan. Therefore, net shares for 2021 and 2022 in the table above 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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• | 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; |
• | if an option holder’s service relationship with us, or any affiliate of ours, ceases due to death, the option holder, or the option holder’s beneficiary, may exercise any vested stock options for up to 18 months after the date the service relationship ends; and |
• | 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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• | 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 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. |
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PLAN BENEFITS 2011 PLAN | ||||||||||||
Name and Position | | | Total Number of Shares | | | Options | | | RSUs | | | PRSUs(1) |
Brett P. Monia Chief Executive Officer | | | 1,315,472 | | | 826,093 | | | 293,795 | | | 195,584 |
Elizabeth L. Hougen Executive Vice President and Chief Financial Officer | | | 453,458 | | | 328,023 | | | 95,548 | | | 29,887 |
Onaiza Cadoret-Manier Executive Vice President, Chief Global Product Strategy and Operations Officer | | | 352,978 | | | 207,777 | | | 115,315 | | | 29,887 |
Richard S. Geary Executive Vice President, Chief Development Officer | | | 401,218 | | | 302,302 | | | 75,605 | | | 23,111 |
Eric Swayze Executive Vice President, Research | | | 319,388 | | | 219,847 | | | 76,442 | | | 23,099 |
All Executive Officers as a Group(2) | | | 4,043,174 | | | 2,766,568 | | | 904,820 | | | 371,786 |
All Non-Employee Directors as a Group | | | — | | | — | | | — | | | — |
All Non-Executive Officer Employees as a Group | | | 15,214,309 | | | 11,245,142 | | | 3,969,167 | | | — |
(1) | Reflects the target payout of shares under the PRSU awards. |
(2) | Includes shares subject to awards granted under the 2011 Plan to executive officers serving as of March 31, 2024. |
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• | each Director and nominee for Director; |
• | each named executive officer; |
• | all Directors and executive officers as a group serving as of March 31, 2024; and |
• | every entity that we know beneficially owns more than five percent of our common stock. |
| | Beneficial Ownership(1) | ||||
Beneficial Owner | | | Number of Shares | | | Percent of Total(2) |
FMR LLC(3) 245 Summer Street Boston, MA 02210 | | | 21,520,872 | | | 14.76% |
| | | | |||
The Vanguard Group(4) 100 Vanguard Boulevard Malvern, PA 19355 | | | 14,203,481 | | | 9.74% |
| | | | |||
T. Rowe Price Investment Management, Inc.(5) 101 E. Pratt Street Baltimore, MD 21201 | | | 13,201,453 | | | 9.05% |
| | | | |||
Black Rock, Inc.(6) 55 East 52nd Street New York, NY 10055 | | | 9,057,282 | | | 6.21% |
| | | | |||
BB Biotech AG(7) Schwertstrasse 6 CH-8200, Schaffhausen Switzerland | | | 8,590,000 | | | 5.89% |
| | | | |||
Spencer R. Berthelsen(8) | | | 279,327 | | | * |
Allene M. Diaz(9) | | | 42,676 | | | * |
Michael Hayden(10) | | | 116,219 | | | * |
Joan Herman(11) | | | 121,330 | | | * |
Joseph Klein, III(12) | | | 134,446 | | | * |
Joseph Loscalzo(13) | | | 173,082 | | | * |
B. Lynne Parshall(14) | | | 254,163 | | | * |
Joseph H. Wender(15) | | | 244,079 | | | * |
Michael Yang | | | 0 | | | * |
Onaiza Cadoret-Manier(16) | | | 160,220 | | | * |
Richard S. Geary(17) | | | 326,492 | | | * |
Elizabeth L. Hougen(18) | | | 336,458 | | | * |
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| | Beneficial Ownership(1) | ||||
Beneficial Owner | | | Number of Shares | | | Percent of Total(2) |
Brett Monia(19) | | | 737,421 | | | * |
Eric Swayze(20) | | | 191,446 | | | * |
All Directors and executive officers as a group (nineteen persons)(21) | | | 3,947,571 | | | 2.71% |
* | 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 145,844,719 shares of common stock outstanding on March 31, 2024, adjusted as required by rules promulgated by the SEC. |
(3) | FMR LLC has sole voting power to direct the vote of 21,519,114 shares and sole power to dispose or direct the disposition of 21,520,872 shares. The Fidelity Growth Company Commingled Pool holds the interest of 9,268,403 shares of our common stock, which amounts to 6.35% of our total outstanding as of March 31, 2024. |
(4) | The Vanguard Group has shared voting power to direct the vote of 57,711 shares, sole power to dispose or direct the disposition of 14,001,187 shares, and shared dispositive power for 202,294 shares. |
(5) | T. Rowe Price Investment Management, Inc. has sole voting power to direct the vote of 5,448,966 shares and sole power to dispose or direct the disposition of 13,201,453 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 8,707,141 shares and sole power to dispose or direct the disposition of 9,057,282 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 132,000 shares of common stock issuable upon exercise of options held by Dr. Berthelsen that are exercisable on or before May 30, 2024. |
(9) | Includes 30,000 shares of common stock issuable upon exercise of options held by Ms. Diaz that are exercisable on or before May 30, 2024. |
(10) | Includes 84,000 shares of common stock issuable upon exercise of options held by Dr. Hayden that are exercisable on or before May 30, 2024. |
(11) | Includes 84,000 shares of common stock issuable upon exercise of options held by Ms. Herman that are exercisable on or before May 30, 2024. |
(12) | Includes 6,100 shares held in trusts for the benefit of Mr. Klein’s three children, 36,000 shares of common stock issuable upon exercise of options held by Mr. Klein that are exercisable on or before May 30, 2024, and 76,000 shares of common stock issuable upon exercise of options held in trusts for the benefit of Mr. Klein’s three children that are exercisable on or before May 30, 2024. |
(13) | Includes 132,000 shares of common stock issuable upon exercise of options held by Dr. Loscalzo that are exercisable on or before May 30, 2024. |
(14) | Includes 171,575 shares of common stock issuable upon exercise of options held by Ms. Parshall that are exercisable on or before May 30, 2024. |
(15) | Includes 112,079 shares of common stock held by Mr. Wender in a trust, and 132,000 shares of common stock issuable upon exercise of options held by Mr. Wender that are exercisable on or before May 30, 2024. |
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(16) | Includes 124,395 shares of common stock issuable upon exercise of options held by Ms. Cadoret-Manier that are exercisable on or before May 30, 2024. |
(17) | Includes 238,554 shares of common stock issuable upon exercise of options held by Dr. Geary that are exercisable on or before May 30, 2024. |
(18) | Includes 243,553 shares of common stock issuable upon exercise of options held by Ms. Hougen that are exercisable on or before May 30, 2024. |
(19) | Includes 563,132 shares of common stock issuable upon exercise of options held by Dr. Monia that are exercisable on or before May 30, 2024. |
(20) | Includes 155,980 shares of common stock issuable upon exercise of options held by Dr. Swayze that are exercisable on or before May 30, 2024, and 452 shares of common stock issuable upon exercise of options held by Dr. Swayze’s son, Mr. Grant Swayze, that are exercisable on or before May 30, 2024. |
(21) | Includes an aggregate of 2,832,332 shares issuable upon exercise of options held by all Directors and executive officers as a group serving as of March 31, 2024 that are exercisable on or before May 30, 2024. |
Plan Category | | | Number of Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(1) | | | Number of Shares Remaining Available for Future Issuance |
Equity compensation plans approved by stockholders(2) | | | 17,555,494 | | | $48.43 | | | 9,589,494(3) |
Equity compensation plans not approved by stockholders | | | — | | | — | | | — |
Total | | | 17,555,494 | | | $48.43 | | | 9,589,494(3) |
(1) | Does not include PRSU awards. |
(2) | Consists of five Ionis plans: 1989 Stock Option Plan (such plan terminated January 31, 2024), Non-Employee Directors’ Stock Option Plan, 2011 Plan, 2020 Equity Incentive Plan and Employee Stock Purchase Plan, or ESPP. |
(3) | Of these shares 386,792 remained available for purchase under the ESPP as of December 31, 2023. |
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Name | | | Title |
Brett P. Monia | | | Chief Executive Officer |
Elizabeth L. Hougen | | | Executive Vice President, Finance and Chief Financial Officer |
Onaiza Cadoret-Manier | | | Executive Vice President, Chief Global Product Strategy and Operations Officer |
Richard S. Geary | | | Executive Vice President, Chief Development Officer |
Eric Swayze | | | Executive Vice President, Research |
• | implemented performance-based equity awards for our CEO in 2020, and beginning in 2022, increased the allocation of such awards from 20% to 33% of his total equity awards; |
• | implemented performance-based equity awards for our other executive officers in 2022, accounting for 20% of their total equity awards; |
• | revised the structure of our performance-based equity awards such that they have a single vesting period at the end of three years and require a higher relative TSR percentile rank for maximum payout of the awards (increased from the 75th percentile to the 90th percentile); |
• | increased the ownership requirements in our stock ownership and holding guidelines applicable to our executive officers and non-employee Directors for 2022, and further increased such holding guidelines for our non-employee Directors in 2023; |
• | expanded our executive clawback policy to apply to all Section 16 officers and modified such policy in 2023 to comply with the SEC’s clawback policy rules adopted in 2023; |
• | codified compensation for non-employee Directors in a written compensation policy; |
• | reduced the size of the annual equity awards for non-employee Directors, and at the 2020 Annual Meeting of Stockholders had our stockholders approve such reduced equity awards as part of the Non-Employee Directors’ Stock Option Plan; |
• | adopted a policy for equity awards granted to non-employee Directors in 2021 whereby the Compensation Committee, with input from its independent compensation consultant, may reduce the number of shares to be automatically issued on a grant date for each such award, and in 2023 revised the policy such that (1) incumbent non-employee Directors will receive no more than $450,000 in annual equity compensation per year based on the aggregate grant date fair value, and (2) newly appointed non-employee Directors will receive no more than $675,000 in initial equity compensation based on the aggregate grant date fair value; and |
• | increased the vesting term of initial equity awards granted to our non-employee Directors upon joining the Board beginning June 2, 2023, such that all initial awards vest equally over three years instead of vesting in one year. |
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Over the past year, we made important progress executing on our vision to bring next-level value to patients and all stakeholders. Our recent achievements position us to continue to deliver a steady cadence of potentially transformational medicines to patients in need in the near- and mid-term. |
![](https://www.sec.gov/Archives/edgar/data/0000874015/000114036124022103/ny20009042x1_keyachievements.jpg)
(1) | WAINUA: www.wainua.com; we are co-commercializing WAINUA in the U.S. with AstraZeneca. QALSODY: www.qalsody.com; Biogen is responsible for commercializing QALSODY. Timing expectations are based on current assumptions and are subject to change. |
(2) | NEURO-TTRansform (eplontersen for ATTRv-PN); Balance (olezarsen for familial chylomicronemia syndrome); OASIS (donidalorsen for hereditary angioedema). |
(3) | OASIS (donidalorsen for hereditary angioedema); CARDIO-TTRansform (eplontersen for ATTR-CM), GOLDEN (IONIS-FB-LRx for geographic atrophy); HALOS (ION582 for Angelman syndrome). |
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![](https://www.sec.gov/Archives/edgar/data/0000874015/000114036124022103/ny20009042x1_highlights.jpg)
(3) | Operating expenses includes cost of sales, research and development (R&D) expenses, and selling, general and administrative (SG&A) expenses. |
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![]() | | | General compensation principles | | | We design our compensation structure to drive the creation of long-term stockholder value and mitigate unnecessary or imprudent business risk taking. Specifically, we: • Use a combination of compensation vehicles that provide a balanced mix of fixed and variable cash incentives, and long-term stock incentives; • Require a 12-month minimum vesting period for equity awards; • Set explicit and demanding objectives at the beginning of each year from which we measure performance for the year; • Set a strict budget for equity awards and salary increases; • Do not provide perquisites for any employees; and • Do not provide “gross-up” payments, other than for relocation. |
![]() | | | Align executive compensation with Company performance and design performance based awards to drive creation of long-term stockholder value | | | We tie a significant portion of our executive officers’ compensation to Company performance and design performance-based awards to drive the creation of long-term stockholder value. For example, we: • Allocated approximately 65% of our Chief Executive Officer’s 2023 compensation in the form of performance-based compensation, which we consider to consist of cash bonuses, stock options and PRSUs; • Grant 33% of our Chief Executive Officer’s annual total equity awards in the form of PRSUs and 20% of our other executive officers’ annual total equity awards in the form of PRSUs; • Revised our PRSU structure for grants made in 2023 and going forward such that: ○ awards will have a single vesting period at the end of three years; and ○ the relative TSR percentile rank for maximum payout of the awards increased from the 75th percentile to the 90th percentile. • Place a maximum limit on cash bonuses and do not guarantee a cash bonus – cash bonuses can be, and have been, zero; and • Empower our Compensation Committee with the ability to exercise downward discretion with respect to the Company Performance Factor (used to determine cash bonuses) for our executive officers based on Company performance, which occurred in 2021. |
![]() | | | Stock ownership and holding guidelines | | | We maintain stock ownership and holding guidelines that require our executive officers and non-employee Directors to meet certain ownership thresholds. We increased such ownership requirements for our non-employee Directors in 2023. |
![]() | | | Clawback policy | | | We use an executive “clawback” policy that applies to all Section 16 officers and is consistent with the clawback policy rules adopted by the SEC and Nasdaq in 2023. |
![]() | | | Disallow hedging and pledging | | | We do not allow pledging, shorting, or hedging against our stock by Directors or employees. |
![]() | | | No option re-pricing or cash buyouts | | | We do not reprice or “cash-out” stock options without stockholder approval. |
![]() | | | Engage an independent compensation consultant | | | The Compensation Committee has retained a compensation consultant whose relationship with the Company was confirmed to be independent for 2023. The compensation consultant, among other things, assists us in selecting an appropriate peer group and annually reviews our compensation levels, policies, practices, and procedures for our employees and non-employee Directors compared to our peer group. |
![]() | | | Use a “double trigger” for change of control for our executive officers | | | We use a “double trigger” for cash payments and equity acceleration for change of control for our executive officers. |
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![]() | | | Hold a “say on pay” vote annually | | | Provides an effective way for us to obtain information on stockholder sentiment about our executive compensation program each year |
• | 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 recommending that the Board approve the total compensation for our Chief Executive Officer and reviewing and approving the total compensation for our other executive officers; |
• | reviewing and recommending that the Board approve the 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. |
• | assessing Board of Directors compensation; |
• | selecting the 2023 Peer Group used to assess officer and non-employee director compensation; |
• | reviewing the mix of stock options and RSUs for all employees, including for new hires and employees receiving promotions; |
• | assessing executive officer compensation, including base salary, bonus and equity grants; |
• | performing the valuation calculations for our CEO’s PRSU awards that vested and paid out in 2023; and |
• | performing the valuation calculations for equity awards granted in 2020, 2021, 2022, and 2023 to calculate compensation actually paid pursuant to Item 402(v) of Regulation S-K. |
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![](https://www.sec.gov/Archives/edgar/data/0000874015/000114036124022103/ny20009042x1_philosophy.jpg)
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At target level of achievement, the PRSU awards represent 33% of our CEO’s total equity awards and 20% of each other executive officer’s total equity awards. |
We changed our PRSU structure in 2023 to ensure that it is consistent with market practices and will further incentivize our CEO and executive officers to deliver stockholder value. |
Relative TSR Percentile Rank | | | TSR Performance Multiplier |
<25th percentile | | | 0% |
25th percentile (Threshold) | | | 50% |
50th percentile (Target) | | | 100% |
60th percentile | | | 125% |
75th percentile | | | 150% |
90th percentile (Maximum) | | | 200% |
• | No number of PRSUs is guaranteed to vest and the actual number of PRSUs that will vest at the end of each performance period may be anywhere from zero to the maximum amount depending on the Company’s relative TSR; and |
• | If the Company’s TSR is negative over the performance period, the payout will not exceed 100% of the target number even if the percentile rank exceeds the 50th percentile. |
No number of PRSUs is guaranteed to vest. If the Company’s TSR is negative over the performance period, the payout will not exceed 100% of the target number. |
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Performance Period | | | Ionis’ TSR | | | Relative TSR Percentile Ranking | | | Percent of Target Number | | | Total Shares Earned |
2 of 3 | | | 61.84% | | | 89th | | | 150% | | | Dr. Monia: 25,372 Ms. Hougen: 4,140 Ms. Cadoret-Manier: 4,140 Dr. Geary: 3,820 Dr. Swayze: 3,715 |
Grant | | | Performance Period | | | Ionis’ TSR | | | Relative TSR Percentile Ranking | | | Percent of Target Number | | | Total Shares Earned |
2021 | | | 3 of 3 | | | -15.28% | | | 77th | | | 100% | | | 20,416(1)(2) |
(1) | This PRSU award paid out less than 100% of target for the first performance period, and after conducting the Alternative Calculation, resulted in an additional payout of 3,206 shares under the first performance period, yielding in the aggregate a payout for the third performance period of 20,416 shares. |
(2) | Despite greater than 50th percentile performance, payout was capped at 100% due to negative TSR. |
![](https://www.sec.gov/Archives/edgar/data/0000874015/000114036124022103/ny20009042x1_piechart1.jpg)
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![](https://www.sec.gov/Archives/edgar/data/0000874015/000114036124022103/ny20009042x1_piechart2x2.jpg)
At the beginning of each year, we set aggressive corporate objectives, including objective measures, that our Board approves. On at least a quarterly basis, the Board evaluates our progress toward achieving these objectives. |
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Given the uniqueness and complexity of our technology, it is critical to retain the knowledge and experience of outstanding long service employees. |
• | Long tenure among a dedicated and highly skilled workforce, combined with the highest performance standards, contributes to our leadership in the industry and serves the interests of stockholders. |
• | Our focus on retention is coupled 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 current executive officers have on average approximately 22 years and individually as much as over 34 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 |
15 | | | $15,000 |
20 | | | $20,000 |
25 | | | $25,000 |
30 | | | $30,000 |
35 | | | $35,000 |
40 | | | $40,000 |
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The more senior role a person plays, the more that person’s cash compensation will be “at risk.” |
(1) | base salary; |
(2) | MBO award – performance-based, at-risk cash compensation, no portion of which is guaranteed; |
(3) | stock-based compensation, including PRSU awards, which are granted annually each January following the performance year for which such grants are awarded; 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 and Board’s assessment of our CEO’s and executive officers’ individual performance; |
• | competitive compensation practices; |
• | general economic conditions, industry conditions and the Compensation Committee’s and Board’s collective business judgment; |
• | 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. |
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• | 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. |
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Company (ticker) | | | Annual Revenues (in millions)(1) | | | Market Capitalization (in millions)(2) | | | Stage of Lead Drug |
Acadia Pharmaceuticals (ACAD) | | | $517.2 | | | $3,123.3 | | | Market |
Alkermes (ALKS) | | | $1,111.8 | | | $4,475.5 | | | Market |
Alnylam Pharmaceuticals (ALNY) | | | $1,037.4 | | | $23,842.3 | | | Market |
BioMarin Pharmaceuticals (BMRN) | | | $2,096.0 | | | $17,331.1 | | | Market |
Blueprint Medicines Corp (BPMC) | | | $204.0 | | | $2,642.0 | | | Market |
Exact Sciences Corp (EXAS) | | | $2,084.3 | | | $11,642.4 | | | Market |
Exelixis (EXEL) | | | $1,611.1 | | | $5,941.3 | | | Market |
Halozyme Therapeutics (HALO) | | | $660.1 | | | $5,103.5 | | | Market |
Incyte Corporation (INCY) | | | $3,394.6 | | | $16,200.7 | | | Market |
Insmed (INSM) | | | $245.4 | | | $2,364.7 | | | Market |
Ironwood Pharmaceuticals (IRWD) | | | $410.6 | | | $1,631.8 | | | Market |
Jazz Pharmaceuticals (JAZZ) | | | $3,659.4 | | | $8,883.6 | | | Market |
Neurocrine Biosciences (NBIX) | | | $1,488.7 | | | $9,412.0 | | | Market |
PTC Therapeutics (PTCT) | | | $698.8 | | | $3,473.6 | | | Market |
Sage Therapeutics (SAGE) | | | $7.7 | | | $2,542.3 | | | Market |
Sarepta Therapeutics (SRPT) | | | $933.0 | | | $12,128.4 | | | Market |
Ultragenyx Pharmaceutical (RARE) | | | $363.3 | | | $2,754.9 | | | Market |
United Therapeutics (UTHR) | | | $1,936.3 | | | $10,282.2 | | | Market |
Ionis Pharmaceuticals, Inc. (IONS) | | | $587.4 | | | $4,995.7 | | | Market |
Ionis’ Percentile Rank | | | 32% | | | 46% | | | N/A |
(1) | Trailing 12-month revenue. |
(2) | 30-day average market cap. |
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![](https://www.sec.gov/Archives/edgar/data/0000874015/000114036124022103/ny20009042x1_barchart1x3.jpg)
• | 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 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 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 executive officers such that less of their compensation is in the form of salary. |
• | Meaningful portions of annual equity awards are performance-based. The Compensation Committee aims to award a meaningful portion of our CEO’s and other executive officers’ annual equity in the form of PRSUs. |
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Name | | | Year | | | Base Salary | | | Annual MBO Award | | | Time-Vested Equity | | | Performance Based Restricted Stock Units | ||||||||||||
| $ | | | % | | | $ | | | % | | | $ | | | % | | | $ | | | % | |||||
Brett P. Monia CEO | | | 2023 | | | $960,855 | | | 8% | | | $1,405,250 | | | 11% | | | $5,806,732 | | | 46% | | | $4,310,045 | | | 35% |
Elizabeth L. Hougen EVP, Finance and CFO | | | 2023 | | | $612,243 | | | 21% | | | $514,284 | | | 18% | | | $1,269,568 | | | 44% | | | $478,291 | | | 17% |
Onaiza Cadoret-Manier EVP, Chief Global Product Strategy and Operations Officer | | | 2023 | | | $556,148 | | | 20% | | | $467,164 | | | 17% | | | $1,269,568 | | | 46% | | | $478,291 | | | 17% |
Richard S. Geary EVP, Chief Development Officer | | | 2023 | | | $569,655 | | | 22% | | | $427,241 | | | 17% | | | $1,122,581 | | | 44% | | | $422,899 | | | 17% |
Eric Swayze EVP, Research | | | 2023 | | | $513,828 | | | 21% | | | $431,616 | | | 17% | | | $1,122,581 | | | 45% | | | $422,899 | | | 17% |
We determine base compensation levels for all our employees primarily by market forces. Accordingly the Compensation Committee and Board believe that it is important when making compensation decisions to be informed as to the current practices of comparable publicly held companies with which we compete for top talent. |
• | Current Base Salary (x) Merit Increase = Increase to Base Salary |
• | Current Base Salary (+) Increase to Base Salary (+) Market Adjustment (if applicable) = New Base Salary |
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Name | | | 2022 Base Salary | | | Merit Increase for 2023 | | | Market Adjustment | | | 2023 Base Salary |
Brett P. Monia | | | $824,800 | | | 4.2% | | | $97,326 | | | $960,855 |
Elizabeth L. Hougen | | | $584,480 | | | 4.75% | | | — | | | $612,243 |
Onaiza Cadoret-Manier | | | $530,929 | | | 4.75% | | | — | | | $556,148 |
Richard S. Geary | | | $546,694 | | | 4.2% | | | — | | | $569,655 |
Eric Swayze | | | $493,117 | | | 4.2% | | | — | | | $513,828 |
Name | | | 2023 Base Salary | | | Merit Increase for 2024 | | | Adjustment | | | 2024 Base Salary |
Brett P. Monia | | | $960,855 | | | 5.0% | | | — | | | $1,008,898 |
Elizabeth L. Hougen | | | $612,243 | | | 5.0% | | | $54,424 | | | $700,000 |
Onaiza Cadoret-Manier | | | $556,148 | | | 5.0% | | | $62,900 | | | $650,000 |
Richard S. Geary | | | $569,655 | | | 4.25% | | | — | | | $593,865 |
Eric Swayze | | | $513,828 | | | 5.0% | | | $24,267 | | | $565,000 |
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MBO awards can be, and have in the past been, zero. MBO awards have a maximum amount. |
• | We have a maximum Company Performance Factor of 200% and a maximum Individual Performance Factor of 160%. This range represents the boundary conditions for our Performance Factors and ensures we reward our employees consistent with Ionis’ success. |
• | We base target MBO percentages on position levels within Ionis. The target MBO percentage for 2023 for Executive Vice Presidents was 40% and for the CEO was 65%. |
Name | | | Minimum MBO Percentage of Salary | | | Maximum MBO Percentage of Salary |
Brett P. Monia | | | 0% | | | 208% |
Elizabeth L. Hougen | | | 0% | | | 128% |
Onaiza Cadoret-Manier | | | 0% | | | 128% |
Richard S. Geary | | | 0% | | | 128% |
Eric Swayze | | | 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 2023 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 executive officers. |
• | In addition, the Compensation Committee considers our one-, three- and five-year TSRs, and based on these returns has negative discretion to reduce the Company Performance Factor and Individual Performance Factors for all of our executive officers, including our CEO. |
Based on our one, three and five year TSRs, the Compensation Committee has negative discretion to reduce the Company 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, based on the individual’s performance, the Compensation Committee recommends Board approval of the CEO’s Individual Performance Factor and approves the Individual Performance Factors for our other executive officers. |
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• | Earned $788 million in revenue, exceeding our 2023 revenue and budget guidance, and ended the year with $2.3 billion in cash. |
• | Achieved FDA approval for two Ionis-discovered and developed medicines, QALSODY and WAINUA. |
• | Delivered positive Phase 3 data readouts for WAINUA and olezarsen. |
• | Expanded our Phase 3 pipeline with study starts for bepirovirsen, IONIS-FB-LRx and zilganersen and reported five additional positive data readouts from our mid- and late-stage pipeline. |
• | Advanced our go-to-market plans for our near-term commercial opportunities, WAINUA, olezarsen and donidalorsen. |
• | Expanded and diversified our technology when we advanced our first cardiac myocyte-targeting medicine and medicines using our MsPA backbone into preclinical development. |
• | Because of our strong performance, our stock performed in the top third of the NBI in 2023. |
Evaluation of 2023 Key Corporate Objectives | ||||||
| | Objective & Pre-Approved Objective Measures | | | Evaluation | |
1 | | | Meet financial goals: • Meet budget • Meet financial guidance • Execute on priority action items to achieve long-term goals of Strategic Financial Plan | | | Ionis exceeded this objective: • Significantly exceeded our revenue, operating loss, and cash budgets and narrowly missed our operating expense budget (~4%) driven primarily by advancing our late-stage programs and go-to-market activities for multiple near-term launches • Significantly exceeded our revenue, operating loss, and cash guidance and narrowly missed our operating expense guidance • Entered into multiple revenue-generating transactions and refinanced debt on attractive terms |
2 | | | Position eplontersen for regulatory and commercial success: • Achieve U.S. approval in polyneuropathy; complete specific ex-U.S. submissions • Ensure eplontersen is ready to launch at approval • Positive week 66 results in polyneuropathy to optimally position eplontersen against competition • Cardiomyopathy study fully enrolled and on track for data readout by target date • License commercialization rights in Latin America | | | Ionis exceeded this objective: • U.S. approval achieved in December 2023; specific ex-U.S. submission completed and accepted • Eplontersen was ready to launch at approval • Achieved positive week 66 results, which were further strengthened by week 85 data • Cardiomyopathy study enrollment was completed in 2023 and remained on track for data readout by target date • AstraZeneca licensed commercialization rights in Latin America |
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Evaluation of 2023 Key Corporate Objectives | ||||||
| | Objective & Pre-Approved Objective Measures | | | Evaluation | |
3 | | | Position olezarsen for regulatory & commercial success: • Positive and competitive FCS Phase 3 study outcome, with launch readiness plan in place • On track for FCS NDA submission by a specified date • sHTG study enrollment on track for 2024 readout • Establish external appreciation for high internal value placed on olezarsen | | | Ionis met this objective: • Achieved strong Phase 3 results for FCS and launch readiness plan is in place • Made significant progress and FCS NDA submission is on track for a specified date • Remained on track for late 2024 or 2025 data readout • Established external appreciation for olezarsen through webcasts, analyst calls, and Ionis Innovation Day |
4 | | | Position donidalorsen for regulatory & commercial success: • Complete Phase 3 enrollment • Establish Ionis commitment in HAE with key stakeholders • Build a differentiated value story for payers, prescribers, and patients | | | Ionis met this objective: • Achieved Phase 3 enrollment on schedule • Established key HAE patient advocacy and KOL engagements • Built a brand plan with differentiated positioning |
5 | | | Achieve additional key pipeline goals: • Tofersen approved and launched in U.S. for SOD1-ALS • Advance zilganersen to Phase 3 • Keep Phase 3 study of pelacarsen on track for specified readout date • Keep Phase 3 study of ulefnersen for FUS-ALS on track for specified readout date • Initiate two new Phase 3 studies • Keep Angelman program on track for specified Phase 3 start • Achieve four or more positive mid-stage pipeline readouts • Initiate four or more new Phase 2 & first-in-human trials • Advance two or more new medicines to IND-enabling toxicology studies | | | Ionis exceeded this objective: • Achieved approval and tofersen launched in the U.S. for SOD1-ALS • Advanced zilganersen to Phase 3 • Pelacarsen remained on track for specified readout date • Kept Phase 3 study of ulefnersen for FUS-ALS on track for specified readout date • Initiated three new Phase 3 studies • Kept Angelman program on track for specified Phase 3 start • Achieved six positive mid-stage pipeline readouts • Initiated four new Phase 2 and first-in-human trials • Advanced two new medicines to IND-enabling toxicology studies |
6 | | | Strengthen leadership position through technology expansion and diversification: • Establish & execute on strategic plan to diversify technology, including demonstration of in-vivo activity • Advance compound with new LICA to preclinical development • Advance siRNA compound to preclinical development • Complete GLP package for MsPA ASO supporting first in human study | | | Ionis met this objective: • Established strategic plan for new technology and demonstrated in-vivo activity • Advanced compound with new LICA to preclinical development • Advanced an siRNA compound to preclinical development • Generated GLP data package for MsPA ASO supporting first in human study |
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Evaluation of 2023 Key Corporate Objectives | ||||||
| | Objective & Pre-Approved Objective Measures | | | Evaluation | |
7 | | | Establish & effectively implement long range growth and space plan: • Establish long-term headcount growth projections for next five years • Establish manufacturing commercial supply plan for initial Ionis launches • Whiptail & manufacturing facility projects advancing on schedule and on budget • Advance The Ionis Growth & Evolution Roadmap (TIGER) strategic objectives: ○ Build/implement enabling technologies to support near-term commercial opportunities ○ Establish readiness for near-term wholly owned commercial launches ○ Deliver critical IT projects to support transition to a fully integrated biotechnology company ○ Achieve successful regulatory inspections to avoid launch delays | | | Ionis met this objective: • Established projections for headcount growth over next five years • Established manufacturing commercial supply plan for initial Ionis launches • Whiptail facility project is advancing on schedule and on budget; we are re-evaluating our needs for additional manufacturing space • Achieved The Ionis Growth & Evolution Roadmap (TIGER) strategic objectives: ○ Implemented various technologies to support near-term commercial launches ○ Completed numerous initiatives in preparation for near-term wholly owned launches ○ Successfully delivered critical IT projects to support transition to commercialization ○ Successfully handled regulatory inspections |
8 | | | Leverage partners and achieve business development strategic priorities to support our long-term vision: • Complete a transaction to advance Phase 3 ready programs for assets not to be wholly owned • Complete partnership that supports global (ex-US) commercialization of one or more wholly owned program(s) • Broaden relationships with one or more strategic partner(s) to further enable our focus on prioritized wholly owned programs | | | Ionis substantially met this objective: • Expect to enter a transaction in 2024 to advance a Phase 3 ready program for an asset not to be wholly owned • Entered into a transaction with Otsuka granting commercialization rights for donidalorsen in Europe • Entered into a collaboration with Roche for two targets and a collaboration with Novartis for one target |
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Evaluation of 2023 Key Corporate Objectives | ||||||
| | Objective & Pre-Approved Objective Measures | | | Evaluation | |
9 | | | Increase impact of corporate responsibility initiatives internally and increase awareness externally: • Further enhance and improve diversity, equity, and inclusion (DEI) across the organization • Identify short and longer-term goals for corporate responsibility performance and ESG reporting with multi-year plan • Launch ESG reporting working group composed of diverse/cross-functional members • Publish DEI dashboard • Ensure new facilities are designed with meaningful measures of environmental sustainability including renewable energy sources | | | Ionis met this objective: • Achieved by formalizing DEI strategy and establishing DEI website, expanding ERGs and DEI training series, and strengthening partnerships with community organizations • Established multi-year plan for short- and long-term corporate responsibility goals and ESG reporting • Launched ESG working group made up of employees spanning broad cross-section of the company • Published DEI dashboard on corporate website • Established design of new facilities containing environmentally sustainable measures and renewable energy sources |
10 | | | Stock price outperform NBI • Stock price increase greater than or equal to 110% of the median NBI | | | Ionis exceeded this objective: • Ionis’ stock price for 2023 significantly outperformed the median stock price change for companies listed on the NBI, with Ionis stock price increasing by 36.7% compared to the NBI median of -25.4% for the year |
Name | | | 2023 Base Salary | | | Target MBO % | | | Company Performance Factor | | | Individual Performance Factor | | | Resulting MBO Award | | | Results Considered When Setting Individual Performance Factor(1) |
Brett P. Monia | | | $960,855 | | | 65% | | | 150% | | | 150%(2) | | | $1,405,250 | | | 1-10 |
Elizabeth L. Hougen | | | $612,243 | | | 40% | | | 150% | | | 140% | | | $514,284 | | | 1, 7, 8, 9 & 10 |
Onaiza Cadoret-Manier | | | $556,148 | | | 40% | | | 150% | | | 140% | | | $467,164 | | | 1, 2, 3, 4 & 10 |
Richard S. Geary | | | $569,655 | | | 40% | | | 150% | | | 125% | | | $427,241 | | | 1, 2, 3, 4, 5, 7, & 10 |
Eric Swayze | | | $513,828 | | | 40% | | | 150% | | | 140% | | | $431,616 | | | 1, 5, 6, 7 & 10 |
(1) | The numbers correspond to the enumerated key objectives in the table entitled “Evaluation of Key 2023 Corporate Objectives” on pages 61 through 64. The Compensation Committee reviews the individual’s contribution towards the key corporate objectives and other accomplishments set forth above when determining or recommending the Individual Performance Factors. |
(2) | Since our CEO is ultimately responsible for the Company’s performance, his Individual Performance Factor is usually the same as the Company Performance Factor, up to an Individual Performance Factor maximum of 160%. Nonetheless, the Compensation Committee retains discretion to apply a lower Individual Performance Factor, including an Individual Performance Factor of 0%. |
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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. |
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 that are beyond the control of management. Measuring our performance in this way also provides rewards that are more directly aligned with performance through different economic cycles. |
Relative TSR Percentile Rank | | | TSR Performance Multiplier |
<25th percentile | | | 0% |
25th percentile (Threshold) | | | 50% |
50th percentile (Target) | | | 100% |
60th percentile | | | 125% |
75th percentile | | | 150% |
90th percentile (Maximum) | | | 200% |
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• | No number of PRSUs is guaranteed to vest and the actual number of PRSUs that will vest at the end of each performance period may be anywhere from zero to the maximum amount depending on the Company’s relative TSR; and |
• | If the Company’s TSR is negative over the performance period, the payout will not exceed 100% of the target number even if the percentile rank exceeds the 50th percentile. |
No number of PRSUs is guaranteed to vest. If the Company’s TSR is negative over the performance period, the payout will not exceed 100% of the target number. |
Each year the Compensation Committee approves a stock option RSU and PRSU budget for annual employee merit awards. We do not grant options RSUs or PRSUs in excess of this budget without Compensation Committee approval. |
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Over the past 3 years the average merit award stock budget set by the Compensation Committee has been approximately 2.3% of our outstanding common stock on an issued and outstanding basis. |
Executive Officer/Director | | | Stock Ownership Guideline (as a multiple of base salary/annual cash retainer) |
CEO | | | 6 times Base Salary |
All other executive officers | | | 2 times Base Salary |
Non-employee Directors | | | 5 times Base Annual Cash Retainer |
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Name and Principal Position | | | Year | | | Salary ($) | | | Bonus(1) ($) | | | Stock Awards(2) | | | Option Awards(5) ($) | | | All Other Compensation ($) | | | Total ($) | |||
| RSUs(3) ($) | | | PRSUs(4) (S) | | |||||||||||||||||||
Brett P. Monia, President, Chief Executive Officer | | | 2023 | | | $960,855 | | | $1,405,250 | | | $3,546,849 | | | $4,310,045 | | | $2,259,883 | | | $17,141(6) | | | $12,500,023 |
| 2022 | | | $824,800 | | | $837,688 | | | $1,678,645 | | | $2,145,668 | | | $1,761,806 | | | $15,889 | | | $7,264,796 | ||
| 2021 | | | $800,000 | | | $469,300 | | | $4,081,860 | | | $3,984,360 | | | $3,919,810 | | | $20,683 | | | $13,276,013 | ||
Elizabeth L. Hougen, Executive Vice President, Finance and Chief Financial Officer | | | 2023 | | | $612,243 | | | $514,284 | | | $775,481 | | | $478,291 | | | $494,087 | | | $17,141(6) | | | $2,891,527 |
| 2022 | | | $584,480 | | | $379,912 | | | $547,772 | | | $350,061 | | | $574,914 | | | $15,889 | | | $2,453,028 | ||
| 2021 | | | $557,541 | | | $262,713 | | | $1,662,465 | | | — | | | $1,596,488 | | | $20,683 | | | $4,099,890 | ||
Onaiza Cadoret-Manier, Executive Vice President, Chief Global Product Strategy and Operations Officer | | | 2023 | | | $556,148 | | | $467,164 | | | $775,481 | | | $478,291 | | | $494,087 | | | $17,141(6) | | | $2,788,312 |
| 2022 | | | $530,929 | | | $345,104 | | | $547,772 | | | $350,061 | | | $574,914 | | | $15,889 | | | $2,364,669 | ||
| 2021 | | | $482,000 | | | $227,118 | | | $1,484,692 | | | — | | | $1,425,753 | | | $18,751 | | | $3,638,314 | ||
Richard S. Geary, Executive Vice President, Chief Development Officer | | | 2023 | | | $569,655 | | | $427,241 | | | $685,699 | | | $422,899 | | | $436,882 | | | $16,917(7) | | | $2,559,293 |
| 2022 | | | $546,694 | | | $341,684 | | | $505,595 | | | $323,127 | | | $530,630 | | | $27,247 | | | $2,274,977 | ||
| 2021 | | | $527,697 | | | $240,630 | | | $1,391,914 | | | — | | | $1,336,671 | | | $13,713 | | | $3,510,625 | ||
Eric Swayze, Executive Vice President, Research | | | 2023 | | | $513,828 | | | $431,616 | | | $685,699 | | | $422,899 | | | $436,882 | | | $67,141(8) | | | $2,558,065 |
| 2022 | | | $493,117 | | | $308,198 | | | $491,536 | | | $314,162 | | | $515,892 | | | $28,389 | | | $2,151,294 | ||
| 2021 | | | $476,442 | | | $217,258 | | | $1,469,249 | | | — | | | $1,410,898 | | | $18,751 | | | $3,592,598 |
(1) | We present bonuses in the years they were earned, not in the year paid. Bonuses represent cash compensation for achievements as a result of our MBO program and are not necessarily paid in the year they are earned; for example, in January 2024 we paid bonuses for 2023 performance. As a result of the discretionary nature of our MBO program, we have concluded the entire amount of cash compensation resulting from that program is properly disclosed under the “Bonus” column to this Summary Compensation Table. For more information, please see the section titled “MBO Program – Performance-Based, At-Risk Cash Compensation.” |
(2) | We present stock awards in the years they were awarded, not in the year earned. For example, in January 2024 we granted stock awards for 2023 performance. |
(3) | Amounts represent the aggregate expense recognized for financial statement reporting purposes in accordance with ASC 718 for RSU and option awards granted to our named executive officers. 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 8, Stockholders’ Equity, of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 regarding assumptions underlying valuation of equity awards. |
(4) | Amounts represent the values of the PRSUs at target level of achievement. At maximum level of achievement, the values of the PRSUs awarded in 2023 are as follows: Dr. Monia: $8,620,091; Ms. Hougen: $956,582; Ms. Cadoret-Manier: $956,582; Dr. Geary: $845,799; and Dr. Swayze: $845,799. |
(5) | 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. For more information, please see Note 8, Stockholders’ Equity, of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 regarding assumptions underlying valuation of equity awards. |
(6) | Includes AD&D ($126), basic life ($515), and 401(k) matching contributions ($16,500) which are available to all employees. |
(7) | Includes AD&D ($82), basic life ($335), and 401(k) matching contributions ($16,500) which are available to all employees. |
(8) | Includes AD&D ($126), basic life ($515), and 401(k) matching contributions ($16,500) which are available to all employees. In addition, Dr. Swayze received a Career Achievement Award ($50,000). |
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Name | | | Grant Date | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | | All Other Option Awards: Number of Securities Underlying Options (#) | | | Exercise or Base Price of Option Awards ($/Sh) | | | Grant Date Fair Value of Stock and Option Awards(1) | ||||||
| Threshold (#) | | | Target (#) | | | Maximum (#) | | ||||||||||||||||
Brett P. Monia | | | 1/3/23 | | | — | | | — | | | — | | | — | | | 118,673 | | | $37.58 | | | $2,259,883 |
| 1/15/23 | | | — | | | — | | | — | | | 89,005 | | | — | | | — | | | $3,546,849 | ||
| 1/15/23 | | | 36,532 | | | 73,064 | | | 146,128 | | | — | | | — | | | — | | | $4,310,045 | ||
Elizabeth L. Hougen | | | 1/3/23 | | | — | | | — | | | — | | | — | | | 25,946 | | | $37.58 | | | $494,087 |
| 1/15/23 | | | — | | | — | | | — | | | 19,460 | | | — | | | — | | | $775,481 | ||
| 1/15/23 | | | 4,054 | | | 8,108 | | | 16,216 | | | — | | | — | | | — | | | $478,291 | ||
Onaiza Cadoret-Manier | | | 1/3/23 | | | — | | | — | | | — | | | — | | | 25,946 | | | $37.58 | | | $494,087 |
| 1/15/23 | | | — | | | — | | | — | | | 19,460 | | | — | | | — | | | $775,481 | ||
| 1/15/23 | | | 4,054 | | | 8,108 | | | 16,216 | | | — | | | — | | | — | | | $478,291 | ||
Richard S. Geary | | | 1/3/23 | | | — | | | — | | | — | | | — | | | 22,942 | | | $37.58 | | | $436,882 |
| 1/15/23 | | | — | | | — | | | — | | | 17,207 | | | — | | | — | | | $685,699 | ||
| 1/15/23 | | | 3,585 | | | 7,169 | | | 14,338 | | | — | | | — | | | — | | | $422,899 | ||
Eric Swayze | | | 1/3/23 | | | — | | | — | | | — | | | — | | | 22,942 | | | $37.58 | | | $436,882 |
| 1/15/23 | | | — | | | — | | | — | | | 17,207 | | | — | | | — | | | $685,699 | ||
| 1/15/23 | | | 3,585 | | | 7,169 | | | 14,338 | | | — | | | — | | | — | | | $422,899 |
(1) | Amounts represent the aggregate expense recognized for financial statement reporting purposes in accordance with ASC 718 for RSU, PRSU 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 based upon the then-probable outcome of the performance conditions underlying such awards and calculated using a Monte Carlo simulation because the performance target is based on our relative TSR, which represents a market condition. For more information, please see Note 8, Stockholders’ Equity, of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 regarding assumptions underlying valuation of equity awards. |
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Year | | | Summary Compensation Table Total for PEO(1) | | | Compensation Actually Paid to PEO(2) | | | Average Summary Compensation Table Total for Non-PEO NEOs(3) | | | Average Compensation Actually Paid to Non-PEO NEOs(4) | | | Value of Initial Fixed $100 Investment Based On: | | | Net Income (Loss)(7) | | | One-Year Relative Total Shareholder Return Versus the NBI(8) | |||
| Total Shareholder Return(5) | | | Peer Group Total Shareholder Return(6) | | |||||||||||||||||||
2023 | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | ($ | | | |
2022 | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | ($ | | | |
2021 | | | $ | | | ($ | | | $ | | | $ | | | $ | | | $ | | | ($ | | | |
2020 | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | ($ | | |
(1) | The dollar amounts reported are the amounts of total compensation reported for |
(2) | The dollar amounts represent the amount of compensation actually paid to Dr. Monia, as computed in accordance with Item 402(v). The dollar amounts shown in this column differ from the amounts shown in the proxy statement filed in 2023, for the years ended 2022 and 2021, due to a correction in the methodology used to calculate the value of PRSU awards. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Dr. Monia during the applicable year. In accordance with the requirements of Item 402(v), the following adjustments were made to Dr. Monia’s total compensation for each year to determine the compensation actually paid: |
Year | | | Reported Summary Compensation Table Total for PEO | | | Deduct: Reported Value of Equity Awards(a) | | | Add: Equity Award Adjustments(b) | | | Add: Reported Change in the Actuarial Present Value of Pension Benefits(c) | | | Add: Pension Benefit Adjustments(c) | | | Compensation Actually Paid to PEO |
2023 | | | $ | | | ($ | | | $ | | | | | | | $ | ||
2022 | | | $ | | | ($ | | | $ | | | | | | | $ | ||
2021 | | | $ | | | ($ | | | ($ | | | | | | | ($ | ||
2020 | | | $ | | | ($ | | | $ | | | | | | | $ |
(a) | The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |
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(b) | The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |
Year | | | Year End Fair Value of Equity Awards | | | Change in Fair Value of Outstanding and Unvested Equity Awards as of the end of the Year | | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year(i) | | | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | | | Value of Dividends or other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation(ii) | | | Total Equity Award Adjustments |
2023 | | | $ | | | ($ | | | | | $ | | | | | | | $ | |||
2022 | | | $ | | | $ | | | | | $ | | | ($ | | | | | $ | ||
2021 | | | $ | | | ($ | | | | | ($ | | | ($ | | | | | ($ | ||
2020 | | | $ | | | ($ | | | | | ($ | | | | | | | $ |
(i) | We do not grant any equity awards that vest in the same year as grant. |
(ii) | We do not pay dividends or other earnings on stock or option awards. |
(c) | We do not provide pension benefits to any employees of the Company. |
(3) | The dollar amounts reported represent the average of the amounts reported for the Company’s NEOs as a group (excluding Dr. Monia) in the “Total” column of the Summary Compensation Table of the Proxy Statement for each applicable year. The names of each of the NEOs (excluding Dr. Monia) included for purposes of calculating the average amounts in each applicable year are as follows: |
(i) | For 2023, Elizabeth L. Hougen (EVP & CFO), Onaiza Cadoret-Manier (EVP, Chief Global Product Strategy and Operations Officer), Richard S. Geary (EVP, Chief Development Officer), and Eric Swayze (EVP, Research); |
(ii) | For 2022, Elizabeth L. Hougen (EVP & CFO), Joseph T. Baroldi (EVP, Chief Business Officer), Onaiza Cadoret-Manier (EVP, Chief Global Product Strategy and Operations Officer) and Richard S. Geary (EVP, Chief Development Officer); |
(iii) | For 2021, Elizabeth L. Hougen (EVP & CFO), Patrick R. O’Neil (EVP, Chief Legal Officer and General Counsel), Onaiza Cadoret-Manier (EVP, Chief Global Product Strategy and Operations Officer) and Eric Swayze (EVP, Research). |
(iv) | For 2020, Elizabeth L. Hougen (EVP & CFO), Stanley Crooke (Executive Chairman of the Board), Richard S. Geary (EVP, Chief Development Officer) and Patrick R. O’Neil (EVP, Legal and General Counsel). |
(4) | The dollar amounts reported represent the average amount of compensation actually paid to the NEOs as a group (excluding Dr. Monia), as computed in accordance with Item 402(v). The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Dr. Monia) during the applicable year. In accordance with the requirements of Item 402(v), the following adjustments were made to average total compensation for the NEOs as a group (excluding Dr. Monia) for each year to determine the compensation actually paid, using the same methodology described above in Note 2: |
Year | | | Average Reported Summary Compensation Table Total for Non-PEO NEOs | | | Deduct: Average Reported Value of Equity Awards | | | Add: Average Award Adjustments(a) | | | Add: Average Reported Change in the Actuarial Present Value of Pension Benefits(b) | | | Add: Average Pension Benefit Adjustments(b) | | | Average Compensation Actually Paid to Non-PEO NEOs |
2023 | | | $ | | | ($ | | | $ | | | | | | | $ | ||
2022 | | | $ | | | ($ | | | $ | | | | | | | $ | ||
2021 | | | $ | | | ($ | | | ($ | | | | | | | $ | ||
2020 | | | $ | | | ($ | | | $ | | | | | | | $ |
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(a) | The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
Year | | | Year End Fair Value of Equity Awards | | | Change in Fair Value of Outstanding and Unvested Equity Awards as of the end of the Year | | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year(i) | | | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | | | Value of Dividends or other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation(ii) | | | Total Equity Award Adjustments |
2023 | | | $ | | | ($ | | | | | $ | | | | | | | $ | |||
2022 | | | $ | | | ($ | | | | | $ | | | | | | | $ | |||
2021 | | | $ | | | ($ | | | | | ($ | | | | | | | ($ | |||
2020 | | | $ | | | ($ | | | | | ($ | | | | | | | $ |
(i) | We do not grant any equity awards that vest in the same year as grant. |
(ii) | We do not pay dividends or other earnings on stock or option awards. |
(b) | We do not provide pension benefits to any employees of the Company. |
(5) | Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s stock price at the end and the beginning of the measurement period by the Company’s stock price at the beginning of the measurement period. |
(6) | Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Nasdaq Biotechnology Index. |
(7) | The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year. |
(8) | One-year relative TSR shown is the percentile rank of the Company’s TSR as compared to the TSRs of all members of the Nasdaq Biotechnology Index, ranked in descending order, for the one-year period commencing on January 15th of the applicable year and ending January 15th of the following year, which time period is consistent with the one-year measurement period used in the PRSUs awarded in 2020-2023. |
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![](https://www.sec.gov/Archives/edgar/data/0000874015/000114036124022103/ny20009042x1_pvp01.jpg)
![](https://www.sec.gov/Archives/edgar/data/0000874015/000114036124022103/ny20009042x1_pvp02x1.jpg)
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![](https://www.sec.gov/Archives/edgar/data/0000874015/000114036124022103/ny20009042x1_pvp03.jpg)
![](https://www.sec.gov/Archives/edgar/data/0000874015/000114036124022103/ny20009042x1_pvp04x2.jpg)
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Most Important Financial Performance Measures |
One-Year Relative TSR Versus the NBI |
Whether We Met Our Non-GAAP Net Operating Loss Guidance |
| | 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 | | | 1/2/2018 | | | 58,125 | | | — | | | $49.25 | | | 1/1/2025 | | | — | | | — | | | — | | | — |
| 1/14/2018 | | | 30,000 | | | — | | | $53.22 | | | 1/13/2025 | | | — | | | — | | | — | | | — | ||
| 1/2/2019 | | | 102,900 | | | — | | | $53.77 | | | 1/1/2026 | | | — | | | — | | | — | | | — | ||
| 1/2/2020 | | | 105,389 | | | 2,243 | | | $60.89 | | | 1/1/2027 | | | — | | | — | | | — | | | — | ||
| 1/2/2020 | | | 39,971 | | | 851 | | | $60.89 | | | 1/1/2027 | | | — | | | — | | | — | | | — | ||
| 1/4/2021 | | | 109,281 | | | 40,591 | | | $56.78 | | | 1/3/2028 | | | — | | | — | | | — | | | — | ||
| 1/3/2022 | | | 48,630 | | | 52,859 | | | $32.60 | | | 1/2/2032 | | | — | | | — | | | — | | | — | ||
| 1/3/2023 | | | — | | | 118,673 | | | $37.58 | | | 1/2/2033 | | | — | | | — | | | — | | | — | ||
| 1/15/2020 | | | — | | | — | | | — | | | — | | | 11,959 | | | $605,005.81 | | | — | | | — | ||
| 1/15/2020 | | | — | | | — | | | — | | | — | | | 4,535 | | | $229,425.65 | | | — | | | — | ||
| 1/15/2021 | | | — | | | — | | | — | | | — | | | 33,304 | | | $1,684,849.36 | | | — | | | — | ||
| 1/15/2022 | | | — | | | — | | | — | | | — | | | 38,058 | | | $1,925,354.22 | | | — | | | — | ||
| 1/15/2023 | | | — | | | — | | | — | | | — | | | 89,005 | | | $4,502,762.95 | | | — | | | — | ||
| 1/15/2021 | | | — | | | — | | | — | | | — | | | — | | | — | | | 8,605 | | | $435,327 | ||
| 1/15/2022 | | | — | | | — | | | — | | | — | | | — | | | — | | | 16,915 | | | $855,730 | ||
| 1/15/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | 36,532 | | | $1,848,154 |
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| | Option Awards | | | Stock Awards | ||||||||||||||||||||||
Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | 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) |
Elizabeth L. Hougen | | | 1/2/2018 | | | 54,619 | | | — | | | $49.25 | | | 1/1/2025 | | | — | | | — | | | — | | | — |
| 1/2/2019 | | | 49,800 | | | — | | | $53.77 | | | 1/1/2026 | | | — | | | — | | | — | | | — | ||
| 1/2/2020 | | | 59,042 | | | 1,257 | | | $60.89 | | | 1/1/2027 | | | — | | | — | | | — | | | — | ||
| 1/4/2021 | | | 44,509 | | | 16,532 | | | $56.78 | | | 1/3/2028 | | | — | | | — | | | — | | | — | ||
| 1/3/2022 | | | 15,870 | | | 17,248 | | | $32.60 | | | 1/2/2032 | | | — | | | — | | | — | | | — | ||
| 1/3/2023 | | | — | | | 25,946 | | | $37.58 | | | 1/2/2033 | | | — | | | — | | | — | | | — | ||
| 1/15/2020 | | | — | | | — | | | — | | | — | | | 6,700 | | | $338,953.00 | | | — | | | — | ||
| 1/15/2021 | | | — | | | — | | | — | | | — | | | 13,564 | | | $686,202.76 | | | — | | | — | ||
| 1/15/2022 | | | — | | | — | | | — | | | — | | | 12,419 | | | $628,277.21 | | | — | | | — | ||
| 1/15/2023 | | | — | | | — | | | — | | | — | | | 19,460 | | | $984,481.40 | | | — | | | — | ||
| 1/15/2022 | | | — | | | — | | | — | | | — | | | — | | | — | | | 2,760 | | | $139,628 | ||
| 1/15/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | 4,054 | | | $205,092 | ||
Onaiza Cadoret-Manier | | | 1/9/2020 | | | 49,937 | | | 1,063 | | | $63.27 | | | 1/8/2027 | | | — | | | — | | | — | | | — |
| 1/4/2021 | | | 39,749 | | | 14,764 | | | $56.78 | | | 1/3/2028 | | | — | | | — | | | — | | | — | ||
| 1/3/2022 | | | 15,870 | | | 17,248 | | | $32.60 | | | 1/2/2032 | | | — | | | — | | | — | | | — | ||
| 1/3/2023 | | | — | | | 25,946 | | | $37.58 | | | 1/2/2033 | | | — | | | — | | | — | | | — | ||
| 4/15/2020 | | | — | | | — | | | — | | | — | | | 5,666 | | | $286,642.94 | | | — | | | — | ||
| 1/15/2021 | | | — | | | — | | | — | | | — | | | 12,114 | | | $612,847.26 | | | — | | | — | ||
| 1/15/2022 | | | — | | | — | | | — | | | — | | | 12,419 | | | $628,277.21 | | | — | | | — | ||
| 1/15/2023 | | | — | | | — | | | — | | | — | | | 19,460 | | | $984,481.40 | | | — | | | — | ||
| 1/15/2022 | | | — | | | — | | | — | | | — | | | — | | | — | | | 2,760 | | | $139,628 | ||
| 1/15/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | 4,054 | | | $205,092 | ||
Richard S. Geary | | | 1/2/2018 | | | 58,125 | | | — | | | $49.25 | | | 1/3/2023 | | | — | | | — | | | — | | | — |
| 1/2/2019 | | | 57,900 | | | — | | | $53.77 | | | 1/2/2024 | | | — | | | — | | | — | | | — | ||
| 1/2/2020 | | | 53,326 | | | 1,135 | | | $60.89 | | | 1/1/2025 | | | — | | | — | | | — | | | — | ||
| 1/4/2021 | | | 37,266 | | | 13,841 | | | $56.78 | | | 1/1/2026 | | | — | | | — | | | — | | | — | ||
| 1/3/2022 | | | 14,647 | | | 15,920 | | | $32.60 | | | 1/1/2027 | | | — | | | — | | | — | | | — | ||
| 1/3/2023 | | | — | | | 22,942 | | | $37.58 | | | 1/3/2028 | | | — | | | — | | | — | | | — | ||
| 1/15/2022 | | | — | | | — | | | — | | | — | | | 6,051 | | | $306,120.09 | | | — | | | — | ||
| 1/15/2023 | | | — | | | — | | | — | | | — | | | 11,356 | | | $574,500.04 | | | — | | | — | ||
| 1/15/2020 | | | — | | | — | | | — | | | — | | | 11,463 | | | $579,913.17 | | | — | | | — | ||
| 1/15/2021 | | | — | | | — | | | — | | | — | | | 17,207 | | | $870,502.13 | | | — | | | — | ||
| 1/15/2022 | | | — | | | — | | | — | | | — | | | — | | | — | | | 2,547 | | | $128,853 | ||
| 1/15/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | 3,585 | | | $181,365 |
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| | Option Awards | | | Stock Awards | ||||||||||||||||||||||
Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | 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) |
Eric Swayze | | | 1/2/2018 | | | 31,400 | | | — | | | $49.25 | | | 1/1/2025 | | | — | | | — | | | — | | | — |
| 1/2/2019 | | | 27,114 | | | — | | | $53.77 | | | 1/1/2026 | | | — | | | — | | | — | | | — | ||
| 1/2/2020 | | | 21,079 | | | 449 | | | $60.89 | | | 1/1/2027 | | | — | | | — | | | — | | | — | ||
| 1/2/2020 | | | 5,875 | | | 125 | | | $60.89 | | | 1/1/2027 | | | — | | | — | | | — | | | — | ||
| 1/4/2021 | | | 39,335 | | | 14,610 | | | $56.78 | | | 1/3/2028 | | | — | | | — | | | — | | | — | ||
| 1/3/2022 | | | 14,240 | | | 15,478 | | | $32.60 | | | 1/2/2032 | | | — | | | — | | | — | | | — | ||
| 1/3/2023 | | | — | | | 22,942 | | | $37.58 | | | 1/2/2033 | | | — | | | — | | | — | | | — | ||
| 1/15/2020 | | | — | | | — | | | — | | | — | | | 2,392 | | | $121,011.28 | | | — | | | — | ||
| 1/15/2020 | | | — | | | — | | | — | | | — | | | 666 | | | $33,692.94 | | | — | | | — | ||
| 1/15/2021 | | | — | | | — | | | — | | | — | | | 11,988 | | | $606,472.92 | | | — | | | — | ||
| 1/15/2022 | | | — | | | — | | | — | | | — | | | 11,144 | | | $563,774.96 | | | — | | | — | ||
| 1/15/2023 | | | — | | | — | | | — | | | — | | | 17,207 | | | $870,502.13 | | | — | | | — | ||
| 1/15/2022 | | | — | | | — | | | — | | | — | | | — | | | — | | | 2,477 | | | $125,311 | ||
| 1/15/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | 3,585 | | | $181,365 |
(1) | The options granted to our employees were granted out of our 2011 Plan 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. Options granted to our employees before January 1, 2022 have a term of seven years and options granted to our employees beginning January 1, 2022 have a term of ten years. |
(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 $50.59, which was the closing market price of our common stock on the Nasdaq Global Select Market on December 29, 2023, the last trading day of fiscal 2023. |
(4) | Represents the threshold payout of shares under the PRSU awards granted to our NEOs out of our 2011 Plan. |
(5) | Market value of PRSUs was determined by multiplying the threshold payout of shares by $50.59, which was the closing market price of our common stock on the Nasdaq Global Select Market on December 29, 2023, the last trading day of fiscal 2023. |
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Name | | | Option Awards | | | Stock Awards | ||||||
| Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($)(1) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($)(2) | ||
Brett P. Monia | | | 48,000 | | | $2,375,238 | | | 106,360 | | | $4,288,112 |
Elizabeth L. Hougen | | | 45,225 | | | $2,283,863 | | | 27,294 | | | $1,090,938 |
Onaiza Cadoret-Manier | | | — | | | — | | | 20,004 | | | $789,349 |
Richard S. Geary | | | 21,225 | | | $1,051,560 | | | 25,805 | | | $1,031,320 |
Eric Swayze | | | 27,100 | | | $1,360,081 | | | 19,495 | | | $780,062 |
(1) | The value realized on exercise was calculated using the closing price of our common stock on the Nasdaq Global Select Market at exercise less the applicable option exercise price. |
(2) | The value realized on vesting of RSUs was calculated using the closing price of a share of our common stock on the Nasdaq Global Select Market on the vesting date multiplied by the number of shares vested. |
• | Chief Executive Officer: 18 months; |
• | Executive Vice Presidents: 12 months; |
• | Senior Vice Presidents: 9 months; and |
• | Vice Presidents: 6 months. |
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• | Chief Executive Officer: 24 months; |
• | Executive Vice Presidents: 18 months; |
• | Senior Vice Presidents: 12 months; and |
• | Vice Presidents: 9 months. |
Name | | | Total – Change of Control Event | | | Total – Non-Change of Control Event |
Brett P. Monia | | | $3,407,997 | | | $2,228,106 |
Elizabeth L. Hougen | | | $1,528,975 | | | $739,317 |
Onaiza Cadoret-Manier | | | $1,423,975 | | | $689,317 |
Richard S. Geary | | | $1,287,329 | | | $620,673 |
Eric Swayze | | | $1,228,339 | | | $592,893 |
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Role | | | 2023 Cash Compensation |
Board Member (Base) | | | $60,000(1) |
Non-Executive Chairman of the Board | | | $40,000 |
Independent Lead Director | | | $40,000 |
Committee Chairs (Additional) | | | |
Audit | | | $24,000 |
Compliance | | | $20,000 |
Compensation | | | $20,000 |
Finance | | | $20,000 |
Nominating, Governance and Review | | | $20,000 |
Medical and Science | | | $20,000 |
Committee Member (Additional) | | | |
Audit | | | $12,000 |
Compliance | | | $10,000 |
Compensation | | | $10,000 |
Finance | | | $10,000 |
Nominating, Governance and Review | | | $10,000 |
Medical and Science | | | $10,000 |
(1) | Before March 31, 2024 this annual base cash retainer for each non-employee Director (not including fees for Non-Executive Chairman, Independent Lead Director, Committee Chair or Committee Member) was limited to a maximum of $70,000 per year. |
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Name | | | Cash Compensation Earned or Paid ($) | | | Stock Awards ($)(1) | | | Option Awards ($)(1) | | | All Other Compensation ($) | | | Total ($) |
Spencer R. Berthelsen | | | $100,000 | | | $192,131 | | | $255,907 | | | — | | | $548,038 |
Allene M. Diaz | | | $82,000 | | | $192,131 | | | $255,907 | | | — | | | $530,038 |
Michael Hayden | | | $80,000 | | | $192,131(2) | | | $255,907 | | | — | | | $528,038 |
Joan E. Herman | | | $92,000 | | | $192,131 | | | $255,907 | | | — | | | $540,038 |
Joseph Klein, III | | | $94,000 | | | $192,131(2) | | | $255,907 | | | — | | | $542,038 |
Joseph Loscalzo | | | $120,000 | | | $192,131 | | | $255,907 | | | — | | | $568,038 |
B. Lynne Parshall | | | $90,000 | | | $192,131 | | | $255,907 | | | — | | | $538,038 |
Joseph H. Wender | | | $150,000 | | | $192,131 | | | $255,907 | | | — | | | $598,038 |
Michael Yang | | | $2,308 | | | —(3) | | | $360,743 | | | — | | | $363,051 |
(1) | Amounts represent the aggregate expense recognized for financial statement reporting purposes in accordance with ASC 718 for stock and option awards granted to the Directors. ASC 718 expense for the option awards is based on the fair value of the awards on the date of grant using an option-pricing model. The fair value of RSUs is based on the market price of our common stock on the date of grant. For more information, please see Note 8, Stockholders’ Equity, of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 regarding assumptions underlying valuation of equity awards. |
(2) | Dr. Hayden and Mr. Klein elected to defer the release of these shares until 30 days following their separation from service to Ionis. |
(3) | Mr. Yang received an initial award of 5,791 restricted stock units on January 15, 2024. |
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Name | | | Option Awards | | | Stock Awards | ||||||||||||
| Number of Securities Underlying Unexercised Options (#) Exercisable(1) | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | 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 | | | 16,000 | | | — | | | $35.53 | | | 6/30/2024 | | | 4,677 | | | $236,609 |
| 16,000 | | | — | | | $57.16 | | | 6/30/2025 | | |||||||
| 16,000 | | | — | | | $24.42 | | | 6/30/2026 | | |||||||
| 16,000 | | | — | | | $52.22 | | | 7/2/2027 | | |||||||
| 16,000 | | | — | | | $42.88 | | | 7/1/2028 | | |||||||
| 16,000 | | | — | | | $64.80 | | | 6/30/2029 | | |||||||
| 12,000 | | | — | | | $60.20 | | | 6/30/2030 | | |||||||
| 12,000 | | | — | | | $40.05 | | | 6/30/2031 | | |||||||
| 12,000 | | | — | | | $38.06 | | | 6/30/2032 | | |||||||
| — | | | 10,321 | | | $41.08 | | | 7/2/2033 | | |||||||
Joseph Klein, III | | | 16,000 | | | — | | | $57.16 | | | 6/30/2025 | | | 4,677 | | | $236,609 |
| 12,000 | | | — | | | $24.42 | | | 6/30/2026 | | |||||||
| 16,000 | | | — | | | $52.22 | | | 7/2/2027 | | |||||||
| 16,000 | | | — | | | $42.88 | | | 7/1/2028 | | |||||||
| 16,000 | | | — | | | $64.80 | | | 6/30/2029 | | |||||||
| 12,000 | | | — | | | $60.20 | | | 6/30/2030 | | |||||||
| 12,000 | | | — | | | $40.05 | | | 6/30/2031 | | |||||||
| 12,000 | | | — | | | $38.06 | | | 6/30/2032 | | |||||||
| — | | | 10,321 | | | $41.08 | | | 7/2/2033 | | |||||||
Joseph Loscalzo | | | 22,500 | | | — | | | $49.09 | | | 2/2/2024 | | | 4,677 | | | $236,609 |
| 16,000 | | | — | | | $35.53 | | | 6/30/2024 | | |||||||
| 16,000 | | | — | | | $57.16 | | | 6/30/2025 | | |||||||
| 16,000 | | | — | | | $24.42 | | | 6/30/2026 | | |||||||
| 16,000 | | | — | | | $52.22 | | | 7/2/2027 | | |||||||
| 16,000 | | | — | | | $42.88 | | | 7/1/2028 | | |||||||
| 16,000 | | | — | | | $64.80 | | | 6/30/2029 | | |||||||
| 12,000 | | | — | | | $60.20 | | | 6/30/2030 | | |||||||
| 12,000 | | | — | | | $40.05 | | | 6/30/2031 | | |||||||
| 12,000 | | | — | | | $38.06 | | | 6/30/2032 | | |||||||
| — | | | 10,321 | | | $41.08 | | | 7/2/2033 | |
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Name | | | Option Awards | | | Stock Awards | ||||||||||||
| Number of Securities Underlying Unexercised Options (#) Exercisable(1) | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | 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 | | | 4,677 | | | $236,609 |
| 16,000 | | | — | | | $57.16 | | | 6/30/2025 | | |||||||
| 16,000 | | | — | | | $24.42 | | | 6/30/2026 | | |||||||
| 16,000 | | | — | | | $52.22 | | | 7/2/2027 | | |||||||
| 16,000 | | | — | | | $42.88 | | | 7/1/2028 | | |||||||
| 16,000 | | | — | | | $64.80 | | | 6/30/2029 | | |||||||
| 12,000 | | | — | | | $60.20 | | | 6/30/2030 | | |||||||
| 12,000 | | | — | | | $40.05 | | | 6/30/2031 | | |||||||
| 12,000 | | | — | | | $38.06 | | | 6/30/2032 | | |||||||
| — | | | 10,321 | | | $41.08 | | | 7/2/2033 | | |||||||
B. Lynne Parshall(5) | | | 103,575 | | | — | | | $49.25 | | | 1/1/2025 | | | 4,677 | | | $236,609 |
| 16,000 | | | — | | | $42.88 | | | 7/1/2028 | | |||||||
| 16,000 | | | — | | | $64.80 | | | 6/30/2029 | | |||||||
| 12,000 | | | — | | | $60.20 | | | 6/30/2030 | | |||||||
| 12,000 | | | — | | | $40.05 | | | 6/30/2031 | | |||||||
| 12,000 | | | — | | | $38.06 | | | 6/30/2032 | | |||||||
| — | | | 10,321 | | | $41.08 | | | 7/2/2033 | | |||||||
Michael R. Hayden | | | 32,000 | | | — | | | $50.80 | | | 9/19/2028 | | | 4,677 | | | $236,609 |
| 16,000 | | | — | | | $64.80 | | | 6/30/2029 | | |||||||
| 12,000 | | | — | | | $60.20 | | | 6/30/2030 | | |||||||
| 12,000 | | | — | | | $40.05 | | | 6/30/2031 | | |||||||
| 12,000 | | | — | | | $38.06 | | | 6/30/2032 | | |||||||
| — | | | 10,321 | | | $41.08 | | | 7/2/2033 | | |||||||
Joan E. Herman | | | 32,000 | | | — | | | $63.90 | | | 6/8/2029 | | | 4,677 | | | $236,609 |
| 16,000 | | | — | | | $64.80 | | | 6/30/2029 | | |||||||
| 12,000 | | | — | | | $60.20 | | | 6/30/2030 | | |||||||
| 12,000 | | | — | | | $40.05 | | | 6/30/2031 | | |||||||
| 12,000 | | | — | | | $38.06 | | | 6/30/2032 | | |||||||
| — | | | 10,321 | | | $41.08 | | | 7/2/2033 | | |||||||
Allene M. Diaz | | | 18,000 | | | — | | | $40.05 | | | 6/30/2031 | | | 4,677 | | | $236,609 |
| 12,000 | | | — | | | $38.06 | | | 6/30/2032 | | |||||||
| — | | | 10,321 | | | $41.08 | | | 7/2/2033 | | |||||||
Michael Yang | | | — | | | 12,356 | | | $49.82 | | | 12/14/2023 | | | — | | | — |
(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 the Non-Employee Directors’ Stock Option 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, those granted June 4, 2020 through June 1, 2023 vest 100% on the first anniversary of the date of grant, and those granted after June 1, 2023 vest 33.3% per year for each of the three years following the anniversary of the grant date. 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 |
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(2) | Except for the awards Ms. Parshall received as an employee, the RSUs were granted out of our Non-Employee Directors’ Stock Option 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, those granted June 4, 2020 through June 1, 2023 vest 100% on the first anniversary of the date of grant, and those granted after June 1, 2023 vest 33.3% per year for each of the three years following the anniversary of the grant date. 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 equal to five times such non-employee Director’s base annual cash retainer for service as a Director (but not for service on a Board committee or as a chair or lead independent director), or until the Director’s termination of service. |
(4) | Market value of stock awards was determined by multiplying the number of unvested shares by $50.59, which was the closing market price of our common stock on the Nasdaq Global Select Market on December 29, 2023, the last trading day of fiscal year 2023. |
(5) | Includes awards received by Ms. Parshall during her tenure as an executive officer of the Company. |
Name | | | Option Awards | | | Stock Awards | ||||||
| Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($)(1) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($)(2) | ||
Spencer R. Berthelsen | | | 11,250 | | | $462,038 | | | 7,110 | | | $300,042 |
Joseph Klein, III | | | — | | | — | | | 7,110 | | | $300,042 |
Joseph Loscalzo | | | — | | | — | | | 7,110 | | | $300,042 |
Joseph H. Wender | | | — | | | — | | | 7,110 | | | $300,042 |
B. Lynne Parshall(3) | | | 117,638 | | | $5,938,129 | | | 7,110 | | | $300,042 |
Michael R. Hayden | | | — | | | — | | | 7,110 | | | $300,042 |
Joan E. Herman | | | — | | | — | | | 10,665 | | | $448,037 |
Allene M. Diaz | | | — | | | — | | | 5,333 | | | $225,053 |
Michael Yang | | | — | | | — | | | — | | | — |
(1) | The value realized on exercise was calculated using the closing price of our common stock on the Nasdaq Global Select Market at exercise less the applicable option exercise price. |
(2) | The value realized on vesting of RSUs was calculated using the closing price of a share of our common stock on the Nasdaq Global Select Market on the vesting date multiplied by the number of shares vested. |
(3) | Includes shares received by Ms. Parshall pursuant to awards granted during her tenure as an executive officer of the Company. |
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Name and Principal Position | | | Year | | | Salary ($) | | | Bonus(1) ($) | | | Stock Awards(2) ($) | | | Option Awards(2)(3) ($) | | | All Other Compensation(4) ($) | | | Total ($) |
Mariana Baroldi, Executive Director | | | 2023 | | | $218,200 | | | $104,175 | | | $71,730 | | | $99,816 | | | $20,028 | | | $513,949 |
(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 2024 we paid bonuses for 2023 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 Ms. Baroldi. 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 8, Stockholders’ Equity, of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 regarding assumptions underlying valuation of equity awards. |
(3) | This amount represents the estimated fair value of a stock option grant we recognized as share-based compensation expense. The estimated fair value amount was determined using an option-pricing model and is not indicative of whether Ms. Baroldi will realize the estimated fair value or any financial benefits from the award. |
(4) | Includes AD&D ($73), basic life ($300) and 401(k) matching contributions ($11,405), which are available to all employees. Also includes a $5,000 service award and $3,250 in awards to recognize Ms. Baroldi’s performance. |
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• | We included all employees of Ionis who were employed by us on December 31, 2023. |
• | We identified our median employee from this employee population based on the W-2 income for 2023. We did not annualize any of these amounts. |
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• | 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 2024 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. |
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* | 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. |
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| | By Order of the Board of Directors, | |
| | ||
| | Patrick R. O’Neil Corporate Secretary | |
| | ||
| | April 25, 2024 |
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1. | General. Effective upon approval by the Company’s stockholders, sections 3(a) and 3(b) of the Plan are amended and restated in their entirety as set forth in such sections of the Plan below. |
2. | Administration. |
![]() | | | A-1 |
![]() | | | A-2 |
3. | Shares Subject to the Plan. |
4. | Eligibility. |
![]() | | | A-3 |
![]() | | | A-4 |
![]() | | | A-5 |
6. | Provisions of Stock Awards other than Options and SARs. |
![]() | | | A-6 |
7. | Covenants of the Company. |
![]() | | | A-7 |
8. | Miscellaneous. |
![]() | | | A-8 |
9. | Adjustments upon Changes in Common Stock; Other Corporate Events. |
![]() | | | A-9 |
10. | Termination or Suspension of the Plan. |
11. | Effective Date of Plan. |
12. | Choice of Law. |
13. | Definitions. As used in the Plan, the following definitions shall apply to the capitalized terms indicated below: |
![]() | | | A-10 |
![]() | | | A-11 |
![]() | | | A-12 |
![]() | | | A-13 |
![]() | | | A-14 |
![]() | | | A-15 |
| | Three months ended December 31, | | | Year ended December 31, | |||||||
| | 2023 | | | 2022 | | | 2023 | | | 2022 | |
| | (unaudited) | ||||||||||
As reported research, development and patent expenses according to GAAP | | | $257 | | | $308 | | | $900 | | | $833 |
Excluding compensation expense related to equity awards | | | (20) | | | (19) | | | (78) | | | (74) |
Non-GAAP research, development and patent expenses | | | $237 | | | $289 | | | $822 | | | $759 |
As reported selling, general and administrative expenses according to GAAP | | | $71 | | | $48 | | | $232 | | | $151 |
Excluding compensation expense related to equity awards | | | (6) | | | (7) | | | (27) | | | (26) |
Non-GAAP selling, general and administrative expenses | | | $65 | | | $41 | | | $205 | | | $125 |
As reported operating expenses according to GAAP | | | $331 | | | $360 | | | $1,141 | | | $998 |
Excluding compensation expense related to equity awards | | | (26) | | | (25) | | | (106) | | | (100) |
Non-GAAP operating expenses | | | $305 | | | $335 | | | $1,035 | | | $898 |
As reported loss from operations according to GAAP | | | ($6) | | | ($208) | | | ($353) | | | ($411) |
Excluding compensation expense related to equity awards | | | (26) | | | (25) | | | (106) | | | (100) |
Non-GAAP income (loss) from operations | | | $20 | | | ($183) | | | ($247) | | | ($311) |
As reported net loss according to GAAP | | | ($9) | | | ($52) | | | ($366) | | | ($270) |
Excluding compensation expense related to equity awards and related tax effects | | | (26) | | | (25) | | | (106) | | | (100) |
Excluding gain on sale of real estate assets* | | | — | | | 150 | | | — | | | 150 |
Excluding income tax effect related to gain on sale of real estate assets | | | — | | | (9) | | | — | | | (9) |
Non-GAAP net income (loss) | | | $17 | | | ($168) | | | ($260) | | | ($311) |
* | In October 2022, we entered into a sale and leaseback transaction for several of our real estate assets. As a result, we recognized a $150 million gain on sale of real estate assets in the fourth quarter of 2022. We excluded the gain on sale of real estate assets and the related tax effect from our non-GAAP amounts for the applicable periods. |
![]() | | | B-1 |