DEF 14A of Ionis Pharmaceuticals Inc
Filed Apr 23, 2026 · FY20250001140361-26-016388
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
| | Page | | Outstanding Equity Awards at Fiscal Year-End – Executive Officers | 76 | | Option Exercises and Stock Vested – Executive Officers | 79 | | Post-Employment Compensation | 79 | | Potential Payments Upon Termination or Change in Control | 79 | | Director Compensation | 81 | | Outstanding Equity Awards at Fiscal Year-End – Directors | 83 | | Option Exercises and Stock Vested − Directors | 85 | | Certain Relationships and Related Transactions | 85 | | Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information | 86 | | CEO Pay Ratio | 86 | | COMPENSATION COMMITTEE REPORT | 88 | | AUDIT COMMITTEE REPORT | 89 | | HOUSEHOLDING OF PROXY MATERIALS | 90 | | Other Matters | 90 | | Special Note Regarding Forward-Looking Statements | 91 | | Appendix A | A-1 | | Appendix B | B-1 | | Appendix C | C-1 |
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
Information about our Board
Information about our Board The Board is divided into three classes. Presently, the Board has ten members with two classes consisting of four directors each and one class consisting of two directors. Each class serves a three-year term and we hold elections each year at the Annual Meeting to elect the directors whose terms are expiring. Our Nominating, Governance and Review Committee of the Board reviews the Company’s classified Board structure every year to evaluate whether it continues to be the appropriate structure for the Company. Following such evaluation, we believe maintaining this structure is critical at this time to enable us to execute on our new commercial strategy, which we believe will generate long-term sustainable value for stockholders. In addition, the Board may elect a new director to fill any vacant spot, including a vacancy caused by an increase in the size of the Board. However, the Board believes it is important for our stockholders to ratify any member of the Board whom the Board appoints. As a result, whenever the Board appoints a new member, the Board will submit such new member’s directorship for ratification or election at the next regularly scheduled Annual Meeting of Stockholders. The Board represents the interests of our stockholders by overseeing the Chief Executive Officer and other executive officers in our operations. The Board’s goal is to optimize long-term value by providing guidance and strategic oversight to Ionis’ management on our stockholders’ behalf.
Biographies of the Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
Biographies of the Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting Spencer R. Berthelsen, M.D., age 73(2), has served as a director of Ionis since May 2002. Dr. Berthelsen practiced Internal Medicine with the Kelsey Seybold Clinic, a 400-physician medical group based in the Texas Medical Center in Houston, until March 2017. Dr. Berthelsen began at Kelsey Seybold in 1980 and served in various senior leadership positions throughout his nearly four-decade career at the clinic, including Chairman of the Department of Internal Medicine, Medical Director and Managing Director. He also served as Chairman of its board of directors from October 2001 through April 2016. He has served as Clinical Professor of Medicine at both Baylor College of Medicine and The University of Texas Health Science Center. Previously, Dr. Berthelsen served on the boards of the Texas Academy of Internal Medicine and the Caremark National Pharmacy and Therapeutics Committee from 1999 through 2005. The Board believes Dr. Berthelsen is uniquely suited to serve on the Board because of his experience advising a large multispecialty group practice and almost 40 years of experience as a practicing physician. Joan E. Herman, age 72, has served as a director of Ionis since June 2019. Since 2008, Ms. Herman has served as President and Chief Executive Officer of Herman & Associates, a management consulting firm that specializes in advising private equity firms investing in healthcare. She has experience leading healthcare and payor companies, serving in several executive positions at Elevance (formerly Anthem, which was formerly WellPoint), including as President and Chief Executive Officer of several different business units. Ms. Herman also served as a Senior Vice President of Phoenix Life Insurance Company. Since January 2013, Ms. Herman has served on the board of directors of Encompass Health. Ms. Herman also serves on the board of managers of Fifth Avenue Private Equity 17 and Fifth Avenue Private Equity 18. She previously served on the boards of both Convergys and AARP Services, Inc. The Board believes Ms. Herman is uniquely suited to serve on the Board because of her experience leading healthcare and payor companies. Ms. Herman also brings valuable cybersecurity experience to the Board through her cybersecurity certification from the National Association of Corporate Directors (“NACD”). THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE ABOVE NOMINEES.
Biographies of the Directors Not Seeking Re-Election
Biographies of the Directors Not Seeking Re-Election B. Lynne Parshall, age 72, has served as a director of Ionis since September 2000. Ms. Parshall is CEO of Lyme Pinnacle Consulting, which provides strategic advisory services to biotechnology companies. Ms. Parshall was a Senior Strategic Advisor to Ionis from January 2018 to December 2022. Previously she served as our Chief Operating Officer from December 2007 through January 2018 and as our Chief Financial Officer from June 1994 through December 2012. She also served as our Corporate Secretary through 2014 and served with the Company in various executive roles from November 1991 through December 2022. Prior to joining Ionis, Ms. Parshall practiced law at Cooley LLP, outside counsel to Ionis, where she was a partner from 1986 to 1991. Ms. Parshall is a member of the American Bar Association. Ms. Parshall has served on the boards of directors of Foghorn Therapeutics Inc, a public biopharmaceutical company, since August 2022, Cytokinetics, Inc., a public biopharmaceutical company, since February 2013, and Akcea Therapeutics, Inc., from January 2015 until the completion of the Company’s merger with Akcea Therapeutics, Inc. (the “Akcea Merger”). Ms. Parshall also serves on the Board of Directors of several private biotechnology companies. Ms. Parshall is not seeking re-election at the 2026 Annual Meeting of Stockholders. Ionis thanks Ms. Parshall for her 35 years of service to the Company as a former executive officer and Board member. Joseph H. Wender, age 81, has served as a director of Ionis since January 1994 and our Independent Lead Director since December 2020. Mr. Wender began with Goldman, Sachs & Co. in 1971 and became a General Partner of that firm in 1982, where he headed the Financial Institutions Group for over a decade. Since January 2022 he has been a Senior Consultant to Goldman Sachs & Co., from January 2019 to December 2021 he was an Advisory Director to Goldman Sachs & Co. and from January 2008 to December 2018 was a Senior Consultant to Goldman Sachs & Co. He is a former Independent Trustee of the Schwab Family of Funds and director of Grandpoint Capital, a bank holding company. Mr. Wender also is co-CEO and partner of Colgin Cellars. Mr. Wender was a director of Outfront Media, a lessor of advertising space on out-of-home advertising structures from 2014 to 2025. Mr. Wender is not seeking re-election at the 2026 Annual Meeting of Stockholders. Ionis thanks Mr. Wender for his 32 years of service to the Company as a Board member.
Biographies of the Directors Not Seeking Re-Election
| 2 | The ages of all our directors are as of March 1, 2026. |
Biographies of the Directors Not Seeking Re-Election
| | 9 |
Biographies of the Directors Whose Terms Expire at the 2027 Annual Meeting
Biographies of the Directors Whose Terms Expire at the 2027 Annual Meeting Brett P. Monia, Ph.D., age 64, has served as a director of Ionis since March 2019. Dr. Monia was promoted to Chief Executive Officer in January 2020. From January 2018 to December 2019, Dr. Monia served as our Chief Operating Officer, from January 2012 to January 2018, as our Senior Vice President, Drug Discovery, from February 2009 to January 2012, as our Vice President, Drug Discovery, and from October 2000 to February 2009, as our Vice President, Preclinical Drug Discovery. From October 1989 to October 2000, he held various positions within our Molecular Pharmacology department. Dr. Monia has served on the board of directors of Cognition Therapeutics, Inc., a public clinical stage neuroscience company, since October 2020. The Board believes Dr. Monia is uniquely suited to serve on the Board primarily because, as an executive officer of the Company since 2012 and a founder of Ionis, he has dedicated more than 35 years to discovering and developing RNA-based drugs. Dr. Monia is the inventor on over 100 issued patents and has published more than 200 scientific manuscripts. Michael Yang, age 64, has served as a director of Ionis since December 2023. Mr. Yang served as President and Chief Executive Officer of ViaCyte, Inc., a regenerative medicine company focused on the discovery, development, and commercialization of novel cell replacement therapies to treat human diseases, from February 2021 until it was acquired by Vertex Pharmaceuticals in October 2022. From March 2017 to February 2021, Mr. Yang served as Executive Vice President and Chief Commercial Officer of Acadia Pharmaceuticals Inc. Mr. Yang joined Acadia from Janssen Pharmaceutical Companies of Johnson & Johnson, where he served as President of Janssen Biotech Inc. and was responsible for building Janssen’s U.S. Immunology business. Mr. Yang began his career at Johnson & Johnson in 1997 and held numerous senior commercial positions such as President, CNS where he was responsible for growing the anti-psychotic long-acting therapy portfolio. His broad background of commercialization and general management experience also includes roles as the Worldwide General Manager of the medical device companies of Therakos, Inc and Veridex, LLC, where he launched new platforms, expanded global revenues and diversified the product lines. Prior to that, Mr. Yang was Vice President of Sales and Marketing, Oncology at Ortho Biotech Inc. Mr. Yang currently serves on the board of directors of Pacira Pharmaceuticals, Inc. and previously served on the board of ViaCyte as well as Akcea Therapeutics, Inc. from September 2019 until the completion of the Akcea Merger. The Board believes Mr. Yang is uniquely suited to serve on the Board because of his extensive strategic and operational experience in the pharmaceutical, medical device and diagnostic markets and his broad commercial and general management experience across multiple therapeutic categories, lifecycle stages and commercial environments.
Biographies of the Directors Whose Terms Expire at the 2028 Annual Meeting
Biographies of the Directors Whose Terms Expire at the 2028 Annual Meeting Allene M. Diaz, age 61, has served as a director of Ionis since June 2021. Since 2022 Ms. Diaz has served as a Senior Advisor to Bain Capital Life Sciences, a venture capital firm based in Boston, Massachusetts, and since 2020, she has led AMD Consulting, a new product strategy and portfolio management consulting practice based in Tampa, FL. Previously, Ms. Diaz served as Senior Vice President, Research and Development Portfolio Management at GlaxoSmithKline, a global pharmaceutical company based in Brentwood, UK, from September 2019 through June 2020 and as Senior Vice President, Global Commercial Development and Program Strategy at TESARO Inc., a biotechnology company based in Waltham, MA, from May 2015 through August 2019. Prior to that she held a variety of commercial leadership roles in the Merck Serono and EMD Serono divisions of Merck KGaA. Earlier in her career, Ms. Diaz held management, operating, sales, and medical affairs roles at various biopharmaceutical companies, including Pfizer, Parke-Davis, Biogen, and Amylin Pharmaceuticals. She has contributed to the global development, launch or commercialization of multiple transformative products across several therapeutic areas. Ms. Diaz served on the board of directors of Mersana Therapeutics from March 2021 to January 2026. Ms. Diaz served on the board of directors of Allena Pharmaceuticals from April 2019 to September 2022, BCLS Acquisition Corporation from October 2020 to October 2022, and Erytech Pharma SA from September 2016 to September 2019. The Board believes Ms. Diaz is uniquely suited to serve on the Board primarily because of her deep expertise in product development, commercial strategy, market access, and portfolio management. Michael Hayden, CM, OBC, MB, ChB, Ph.D., FRCP(C), FRSC, age 74, has served as a director of Ionis since September 2018. Dr. Hayden has been Chief Executive Officer and director of Prilenia Therapeutics, a private clinical stage biotech company, since September 2018. Dr. Hayden is also a Killam Professor at the University of British Columbia (“UBC”), the highest honor UBC can confer on any faculty member. In addition, he is an accomplished scientist and physician. He was the President of Global R&D and Chief Scientific Officer at Teva Pharmaceuticals from 2012 to 2017. During this time approximately 35 new products were approved in major markets with many for diseases of the central nervous system. In 2015 Teva R&D was recognized as one of the 100 most exciting innovators in the pharmaceutical industry by IDEA Pharma, and in 2017 Teva R&D ranked top of the industry for central nervous system development and clinical trial success rate by Pharma Intelligence. Dr. Hayden has founded five biotechnology companies and has been the recipient of numerous prestigious honors and awards, including being inducted into the Canadian Medical Hall of Fame and receiving the July 2012 Diamond Jubilee Medal on behalf of HRH Queen Elisabeth II. He has also received the Canada Gairdner Wightman Award. Dr. Hayden was awarded the Order of Canada, the Order of British Columbia, named Canada’s Health Researcher of the Year by Canadian Institutes of Health Research, and received the Prix Galien Award in 2007. Dr. Hayden has also been awarded honorary degrees of science and medicine from the University of Alberta in 2009, University Gottingen in 2014, and University of Cape Town in 2023. Dr. Hayden served on the board of Aurinia Pharmaceuticals, Inc. until August 2021, Xenon Pharmaceuticals until June 2022, Oxford Biomedica until June 2024 and 89Bio until November 2025. Dr. Hayden currently serves on the board of AbCellera Biologics.
Biographies of the Directors Whose Terms Expire at the 2028 Annual Meeting
| | 10 |
Biographies of the Directors Whose Terms Expire at the 2028 Annual Meeting
The Board believes Dr. Hayden is uniquely suited to serve on the Board because he has significant expertise in pharmaceutical research and development, both in academia and in commercial settings. In addition, Dr. Hayden has made substantial research contributions to advance treatments for brain diseases, which is particularly valuable as we grow our neurologic disease franchise, a key focus of ours. Dr. Hayden also serves as the Chair of our Medical and Science Committee, providing invaluable guidance on the key scientific and development issues facing our technology and medicines in development. Joseph “Skip” Klein, III, age 64, has served as a director of Ionis since December 2005 and is Chairman of the Audit Committee. Mr. Klein is currently Managing Director of Gauss Capital Advisors, LLC, a financial consulting and investment advisory firm focused on biopharmaceuticals, which he founded in March 1998. From September 2003 to December 2008, Mr. Klein also served as a Venture Partner of Red Abbey Venture Partners, L.P., a life science private equity fund. From September 2001 to September 2002, Mr. Klein was a Venture Partner of MPM Capital, a healthcare venture capital firm. From June 1999 to September 2000 when it merged with WebMD Corporation, Mr. Klein served as Vice President, Strategy, for Medical Manager Corporation, a leading developer of physician office management information systems. For over nine years from 1989 to 1998, Mr. Klein was a health care investment analyst at T. Rowe Price Associates, Inc., where he was the founding portfolio manager of the T. Rowe Price Health Sciences Fund. Mr. Klein has served on the boards of directors of The Prospector Funds, Inc., an SEC Registered Investment Company that manages two no-load mutual funds, from September 2007 to September 2024, and Akcea Therapeutics, Inc., from September 2019 until the completion of the Akcea Merger. Mr. Klein has also served on the boards of private and non-profit entities. The Board believes Mr. Klein is uniquely suited to serve on the Board and as Chairman of the Audit Committee because he is a Chartered Financial Analyst and has extensive public company, venture investment, board, and financial advisory expertise in the life sciences industry, including previously serving as chairman of the audit committee at several public biopharmaceutical companies. Joseph Loscalzo, M.D., Ph.D., age 74, has served as a director of Ionis since February 2014 and as Chairman of the Board since June 2021. Dr. Loscalzo is the Hersey Distinguished Professor of the Theory and Practice of Medicine, the Samuel A. Levine Professor of Medicine at Harvard Medical School and Physician-in-Chief Emeritus at Brigham and Women’s Hospital. Dr. Loscalzo is also a co-founder and member of the Scientific Advisory Board of Scipher Medicine, a private network medicine-based company matching patients with their most effective therapy. Dr. Loscalzo received his A.B. degree, summa cum laude, his Ph.D. in biochemistry, and his M.D. from the University of Pennsylvania. He completed his clinical training at Brigham and Women’s Hospital and Harvard Medical School, where he served as Resident and Chief Resident in medicine and Fellow in cardiovascular medicine. Post-training, Dr. Loscalzo joined the Harvard faculty and staff at Brigham and Women’s Hospital in 1984. He rose to the rank of Associate Professor of Medicine, Chief of Cardiology at the West Roxbury Veterans Administration Medical Center, and director of the Center for Research in Thrombolysis at Brigham and Women’s Hospital. He joined the faculty of Boston University in 1994, first as Chief of Cardiology and, in 1997, Wade Professor and Chair of Medicine, Professor of Biochemistry, and director of the Whitaker Cardiovascular Institute. He returned to Harvard and Brigham and Women’s Hospital in 2005. Since January 2016, Dr. Loscalzo has served on the board of directors of Leap Therapeutics, Inc., a public biopharmaceutical company. The Board believes Dr. Loscalzo is uniquely suited to serve on the Board and as our Chairman primarily because of his extensive scientific expertise, including 32 years of research in the areas of vascular biology, thrombosis, and atherosclerosis, and practical knowledge as a practicing physician. Dr. Loscalzo’s expertise and role as a leading cardiologist is particularly valuable as we advance and grow our cardiovascular franchise.
INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD AND CORPORATE GOVERNANCE
Independence of the Board of Directors
Independence of the Board of Directors As required under Nasdaq listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,” as evaluated by our Nominating, Governance and Review Committee and affirmatively determined by our Board. Our Nominating, Governance and Review Committee consults with our legal counsel to ensure that the Committee’s determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in the applicable Nasdaq listing standards and applicable SEC rules and regulations, as in effect from time to time. Consistent with these considerations, after review of all relevant transactions or relationships between each director, or any of their family members, and Ionis, its executive officers and its independent auditors, the Board affirmatively has determined that all of our directors are independent directors within the meaning of the applicable Nasdaq listing standards and SEC rules and regulations, except Dr. Monia, our current Chief Executive Officer. In making this determination, the Board found that none of these independent directors has a material or other disqualifying relationship with us. Notably, although the Company does business with Goldman Sachs & Co. and Brigham and Women’s Hospital, neither Mr. Wender nor Dr. Loscalzo, respectively, receives any personal compensation directly from revenue received from Ionis.
Information Regarding the Board and its Committees
Information Regarding the Board and its Committees Leadership Structure Dr. Loscalzo, an independent director, has served as Chair of our Board since June 2021. We believe that having an independent Board Chair encourages active participation by the independent directors in the work of our Board, enhances our Board’s role of representing stockholders’ interests, and improves our Board’s ability to supervise and evaluate our CEO and other executive officers. Further, separation of the Chair and CEO roles allows our CEO to focus on operating and managing the company while leveraging our independent Chair’s experience and perspectives. Risk Oversight Our Board administers its risk oversight function directly and through all of its current committees. We provide a complete description of each committee and its respective roles and responsibilities on pages 15 through 19 of this Proxy Statement. While each of these committees is responsible for evaluating certain risks and overseeing how we manage risk, these committees inform the entire Board about such risks through committee reports. The Audit Committee oversees management of financial risks. In 2019, the Audit Committee authorized the formation of an internal audit function known as “Advisory Services” that reports to the Audit Committee. Advisory Services strives to accomplish its mission of adding value to and improving the Company’s operations through sustaining a systematic, disciplined, and transparent approach to evaluating the effectiveness of governance, risk management, and control processes. The scope of Advisory Services is to determine if the control environment and internal control structure, as designed and represented by Company management, are adequate and functioning in a manner to enable the Company to meet its business objectives and satisfy its responsibilities. The Audit Committee is also responsible for reviewing and discussing the Company’s cybersecurity risks. The Nominating, Governance and Review Committee manages risks associated with the independence of the Board and potential conflicts of interests at the Board level, including review of related party transactions. The Nominating, Governance and Review Committee also periodically reviews our policies and procedures and makes recommendations when appropriate. In addition, the Nominating, Governance and Review Committee oversees our corporate responsibility and environmental, social and governance matters. The Compensation Committee reviews risks to the Company related to our executive compensation program and our general compensation philosophies. The Finance Committee evaluates risks to the Company associated with our corporate finance matters. The Medical and Science Committee reviews risks to the Company related to our technology platform and medicines in development. The Compliance Committee is responsible for evaluating risks to the Company in connection with the commercialization of our medicines and good practice guidelines and regulations. The Company maintains an enterprise risk management program that the Board oversees with specific risk categories assigned to the appropriate Board committee. As part of the risk management program the Company maintains a risk dashboard that management updates on a quarterly basis and distributes to the Board prior to each Board meeting. In addition to the formal enterprise risk management program, the Board and its committees encourage management to promote a corporate culture that understands risk management and incorporates it into the overall corporate strategy and day-to-day business operations. Our risk management structure also includes an ongoing effort to assess and analyze the most likely areas of future risk for Ionis. As a result, the Board and most of its committees periodically ask our executives to discuss the most likely sources of material future risks and how we are addressing any significant potential vulnerability.
Information Regarding the Board and its Committees
| | 14 |
Information Regarding the Board and its Committees
Board Committees The Board has six committees: an Audit Committee, a Compensation Committee, a Nominating, Governance and Review Committee, a Medical and Science Committee, a Finance Committee, and a Compliance Committee. Below is a description of each committee of our Board. Each of the committees has authority to engage legal counsel or other experts or consultants as it deems appropriate to carry out its responsibilities. The Board has determined that each member of our Audit Committee, Compensation Committee, and Nominating, Governance and Review Committee:
Information Regarding the Board and its Committees
| • | 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; |
Information Regarding the Board and its Committees
| • | is not an officer or employee of Ionis; and |
Information Regarding the Board and its Committees
| • | is free of any relationship that would interfere with their individual exercise of independent judgment with regard to Ionis. |
2025 NEOs, 2025 “Say on Pay” Vote and Summary of Recent Compensation and Governance Changes
| Year Implemented | Compensation or Governance Change | | 2026 | Revised our Non-Employee Director Compensation Policy to reduce the cap on annual equity awards such that incumbent non-employee directors will receive no more than $400,000 in annual equity compensation per year and newly appointed non-employee directors will receive no more than $600,000 in initial equity compensation, in both cases based on the aggregate grant date fair value | | 2026 | Increased the proportion of PRSUs to be awarded to our executive officers beginning in 2026 as follows: from 33% to 40% of our CEO’s total equity awards and from 20% to 40% of our other executive officers’ total equity awards | | 2023 | Increased the vesting term of initial equity awards granted to our non-employee directors upon joining the Board such that all initial awards vest equally over three years instead of vesting in one year | | 2023 | Modified our executive clawback policy to align with the SEC’s clawback policy rules | | 2023 | 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) | | 2023 | Increased the ownership requirements in our stock ownership and holding guidelines applicable to our non-employee directors | | 2022 | Implemented PRSUs for our other executive officers | | 2020 | Implemented PRSUs for our CEO |
Business Overview and Recent Achievements
| (2) Non-GAAP financial measure that excludes non-cash compensation expense related to equity awards. We use “non-GAAP” in place of “pro-forma” when discussing our financial results that exclude non-cash compensation expense related to equity awards because we believe that non-GAAP financial results better represent the economics of our business and how we manage our business. For a detailed reconciliation of non-GAAP and GAAP measures, see Appendix C. |
Summary of Compensation Practices
| | 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: • Increased the proportion of PRSUs to be awarded to our executive officers beginning in 2026 as follows: from 33% to 40% of our CEO’s total equity awards and from 20% to 40% of our other executive officers’ total equity awards • Allocated approximately 60% of our Chief Executive Officer’s 2025 compensation in the form of performance-based compensation, which we consider to consist of cash bonuses, stock options and PRSUs; • Revised our PRSU structure for grants made beginning in 2023 such that: ○ awards 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 reduce the Company Performance Factor (used to determine cash bonuses) for our executive officers based on Company performance. | | | 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 2025. 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 in control for our executive officers | We use a “double trigger” for cash payments and equity acceleration for change in 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. |
Summary of Compensation Practices
| • | reviewing and approving corporate performance goals and objectives relevant to the compensation of our executive officers; |
Summary of Compensation Practices
| • | selecting and retaining a qualified, independent compensation consultant; |
Summary of Compensation Practices
| • | assessing Board of Directors compensation; |
Summary of Compensation Practices
| • | selecting the 2025 Peer Group used to assess executive officer and non-employee director compensation; |
Summary of Compensation Practices
| • | reviewing the mix of stock options and RSUs for all employees, including for new hires and employees receiving promotions; |
Summary of Compensation Practices
| • | assessing our bonus targets for non-executive employees; |
Summary of Compensation Practices
| • | assessing executive officer compensation, including base salary, bonus and equity grants; |
Summary of Compensation Practices
| • | performing the valuation calculations for equity awards granted in 2020-2025 to calculate compensation actually paid pursuant to Item 402(v) of Regulation S-K. |
Summary of Compensation Practices
Compensation Consultant Fees As described above, the Compensation Committee has engaged Aon to provide the committee with peer company and industry compensation data and advice regarding executive officers’ compensation. In 2025, we paid Aon approximately $203,000 for Aon’s consulting services directly related to Compensation Committee support. In addition, management of the Company engaged affiliates of Aon for other services in 2025 that were not related to Aon’s Compensation Committee consulting services. Our Human Resources department obtained general benchmarking survey data, for which we paid approximately $49,000. Additionally, in 2025 our Finance department engaged Aon to provide equity valuation services, for which we
Summary of Compensation Practices
Pay for Performance. We incorporate several features into our compensation structure to mitigate the risk that our compensation policies and practices could encourage unnecessary or imprudent business risk taking. We use a combination of compensation vehicles that provide a balanced mix of fixed and variable cash incentives, and long-term stock incentives. Our Performance Management by Objective (“MBO”) awards are not guaranteed (i.e., are 100% at risk) and include a multiplier, or performance factor, based on Ionis’ and the employee’s performance (respectively, the “Company Performance Factor” and the “Individual Performance Factor”). Therefore, if either Ionis or the employee performs poorly, the MBO award can be, and has been, zero. For 2025 performance, the Compensation Committee awarded a Company Performance Factor of 190% in recognition of the Company’s strong performance, achieving almost all its goals for the year across all aspects of our business and, for a significant number of these goals, exceeding the target performance. Based on stockholder feedback, beginning in 2020, we added PRSU awards to our Chief Executive Officer’s compensation, and increased the proportion of such awards for our CEO’s total equity awards beginning in 2022. Additionally, in 2022, we added PRSU awards to the compensation of our other executive officers. These PRSU awards provide our executive officers the opportunity to earn a defined number of shares of our common stock if we achieve pre-determined performance goals. For grants made in 2022 through 2025, at target level of achievement, the PRSU awards represent 33% of our CEO’s total equity awards and 20% of each of the other executive officer’s total equity awards. Beginning with grants made in 2026, at target level of achievement, the PRSU awards represent 40% of all our executive officers’ total equity awards.
Summary of Compensation Practices
| Beginning with grants made in 2026, at target level of achievement, the PRSU awards represent 40% of all our executive officers’ total equity awards. |
Summary of Compensation Practices
We structure PRSU awards to pay out based on relative TSR, which we believe is the best way to directly tie performance that positively impacts stockholders with the payout that the executive officers receive at the end of the performance period. PRSU grants have a single vesting period at the end of three years following the grant date. No number of PRSUs is guaranteed to vest and the actual number of PRSUs that will vest at the end of the performance period may be anywhere from zero to the maximum amount depending on the Company’s relative TSR. 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. Below are the PRSU payout thresholds (with linear interpolation for performance between percentile ranks):
Summary of Compensation Practices
| 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. |
Summary of Compensation Practices
| 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% |
Summary of Compensation Practices
| Performance Period | Ionis’ TSR | Relative TSR Percentile Ranking | Percent of Target Number | Total Shares Earned | | 1of 1 | 99.64% | 80th | 167.27% | Dr. Monia: 122,214 Ms. Hougen: 13,562 Dr. Geary: 11,991 Mr. Birchler: 11,991 Dr. Swayze: 11,991 Mr. O’Neil: 11,991 |
2025 NEO Compensation: Performance-Based vs. Non-Performance-Based
2025 NEO Compensation: Performance-Based vs. Non-Performance-Based We are committed to ensuring that a significant portion of our NEOs’ compensation is tied to Company performance. The charts below illustrate the proportion of our CEO’s and average NEOs’ (excluding the CEO) 2025 total compensation that was allocated among performance-based compensation and non-performance-based compensation. We consider cash bonuses, stock options and PRSUs to be performance-based compensation, as the realization of the amount of such bonuses, and value of such options and PRSUs, are directly related to one or more measures of Company performance. 2025 CEO Compensation: Performance-Based vs. Non-Performance-Based The performance-based compensation reflected below includes the CEO’s cash bonus for 2025 performance ($2,398,049), fair value of stock options granted in 2025 ($1,438,105), and fair value of PRSU awards granted in 2025 ($4,147,630). The non-performance-based compensation reflected below includes the CEO’s 2025 base salary ($1,051,776) and fair value of time-vested RSU awards granted in 2025 ($4,297,208).
2025 NEO Compensation: Performance-Based vs. Non-Performance-Based
2025 Average NEO Compensation: Performance-Based vs. Non-Performance-Based The performance-based compensation reflected below includes the NEOs’ (excluding the CEO) average cash bonus for 2025 performance ($663,799), average fair value of stock options granted in 2025 ($396,775), and average fair value of PRSU awards granted in 2025 ($580,839). The non-performance-based compensation reflected below includes the NEOs’ (excluding the CEO) average 2025 base salary ($626,556) and average fair value of time-vested RSU awards granted in 2025 ($1,185,597).
Overview of Our Compensation Program
| • | competitive compensation practices; |
Overview of Our Compensation Program
| • | the advice of the Compensation Committee’s independent compensation consultant. |
Overview of Our Compensation Program
We do not have specific weightings assigned to these factors, as the importance of each factor can vary among the executive officers and from year to year. Peer Group The Compensation Committee considers relevant market pay practices when setting executive compensation to ensure our ability to recruit and retain high performing talent. The Compensation Committee, in consultation with its independent compensation consultant, evaluated and selected a peer group of 20 life sciences companies for evaluating Ionis’ 2025 compensation (the “Peer Group”). On an annual basis, the Compensation Committee compares the compensation opportunity for our executive officers to similarly situated executives at the 25th, 50th and 75th percentiles of the Peer Group as a “market check” to ensure, in its judgment, that the executive officers’ compensation remains appropriate. The Compensation Committee also reviews our compensation policies, practices, and procedures compared to the Peer Group to benchmark compensation for both our executive officers and non-employee directors. While the Compensation Committee uses these data to inform and shape decision-making, it does not strictly adhere to quantitative benchmarks. The Peer Group data is just one factor considered in the annual compensation approval process, in addition to the factors described above under “Elements of Executive Compensation.”
Overview of Our Compensation Program
The Peer Group generally does not include companies headquartered outside the United States (because compensation and benefit practices are generally different outside the United States, the comparable compensation data for the named executive officers and non-employee directors is not available and cost of living is different) or companies in industries whose compensation programs are not comparable to our programs, such as non-life sciences companies. In June 2025, the Compensation Committee reviewed the Peer Group using the criteria listed above and publicly available data as of May 2025. The Compensation Committee noted Ionis’ 30-day average market capitalization was approximately $4.6 billion and trailing 12-month revenue was approximately $717 million. As part of this process, the Compensation Committee looked at companies in Ionis’ industry with an emphasis on companies with 30-day average market capitalizations of between $1.5 billion and $15.5 billion and trailing 12-month revenue between $225 million and $2.25 billion. The Compensation Committee also looked at companies that identified Ionis as a peer, so called “reverse peers.” Based on this evaluation, the Compensation Committee added Axsome Therapeutics, BioCryst Pharmaceuticals, and Corcept Therapeutics to the Peer Group because they fell within the target market capitalization and revenue ranges and are in Ionis’ sector. The Compensation Committee retained BioMarin Pharmaceuticals, Exact Sciences Corporation, Incyte Corporation, Jazz Pharmaceuticals, Neurocrine Biosciences and United Therapeutics Corporation in the Peer Group despite their annual revenues being outside the selection criteria because these companies have been within the selection criteria we have used in recent years and retaining them as peers this year helps to preserve consistency in our benchmarking and because we compete with them for talent. The Compensation Committee removed Alnylam Pharmaceuticals from the Peer Group because it exceeded the target market capitalization and revenue ranges, and Ironwood Pharmaceuticals because it fell below the target market capitalization range.
Overview of Our Compensation Program
The following table lists the companies in the 2025 Peer Group, along with Ionis’ rankings among these companies, based on market capitalization and financial data reported by each company at the time the Compensation Committee selected the Peer Group in June 2025.
Overview of Our Compensation Program
| • | 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. |
Overview of Our Compensation Program
| • | Meaningful portions of annual equity awards are performance-based. The Compensation Committee grants a significant proportion of performance-based equity awards to our CEO and executive officers and increased the proportion of PRSUs to be awarded to our executive officers beginning in 2026 as follows: from 33% to 40% of our CEO’s total equity and from 20% to 40% of our other executive officer’s total equity. |
Overview of Our Compensation Program
| Name | Year | Base Salary | | Annual MBO Award | | Time-Based Equity | | Performance-Based Restricted Stock Units | | | Brett P. Monia Chief Executive Officer | 2025 | $1,051,776 | 8% | $2,398,049 | 18% | $5,735,313 | 43% | $4,147,630 | 31% | | Elizabeth L. Hougen EVP, Finance and Chief Financial Officer | 2025 | $729,750 | 17% | $831,915 | 19% | $2,061,073 | 47% | $756,555 | 17% | | Richard S. Geary EVP, Chief Development Officer | 2025 | $622,074 | 19% | $661,887 | 20% | $1,462,697 | 45% | $536,910 | 16% | | Brian Birchler EVP, Corporate and Development Operations | 2025 | $580,154 | 18% | $617,284 | 19% | $1,462,697 | 46% | $536,910 | 17% | | Eric Swayze EVP, Research | 2025 | $589,013 | 18% | $626,710 | 19% | $1,462,697 | 46% | $536,910 | 17% | | Patrick R. O’Neil EVP, Chief Legal Officer and General Counsel | 2025 | $611,791 | 19% | $581,201 | 18% | $1,462,697 | 46% | $536,910 | 17% |
2025 Compensation Decisions and Results
2025 Compensation Decisions and Results Base Salary 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. To this end, the Compensation Committee and Board review market and peer company data, which includes competitive information relating to the mix and levels of compensation for executives in the life sciences industry. We obtain this information for the Peer Group based on recent public filings with the SEC. In addition, we also review data from the Radford McLagan Compensation Database, which is a summary of compensation data submitted by over 1,700 life sciences companies. The Compensation Committee and Board use these data to inform and shape their decision-making but do not strictly adhere to quantitative benchmarks. In addition, we assess whether the scope of job responsibilities and internal equity warrant a given base salary.
2025 Compensation Decisions and Results
| • | Earned $944 million in revenue, exceeded our 2025 guidance and ended the year with $2.7 billion in cash and short-term investments. |
2025 Compensation Decisions and Results
| Evaluation of 2025 Key Corporate Objectives | | | | | Objective & Pre-Approved Objective Measures | Evaluation | | 8. | Achieve strategic business development goals | Ionis met this objective | | | • Complete transaction(s) that support OUS commercialization of olezarsen in major geographic locations • Complete transactions to advance two development-stage programs not selected as Ionis wholly-owned | • Achieved with Sobi transaction • Completed the sapablursen transaction with Ono Pharmaceutical Co., Ltd. on terms that significantly surpassed revenue expectations for this goal, resulting in Ionis raising its revenue guidance for 2025 | | 9. | Deliver on key corporate goals to ensure growth success | Ionis met this objective | | | • Successfully deploy release 1 of the Enterprise Resource Planning (“ERP”) system on budget • Keep release 2 of the ERP system on target and on budget for January 1, 2026 deployment • Establish, gain Board approval of, and initiate implementation of manufacturing plan • Keep construction of new building at Carlsbad campus on track for H1 2026 occupancy • Deliver against Corporate Responsibility goals to increase internal and external impact • Sustain employee engagement scores above industry benchmarks and maintain voluntary turnover rates below industry average | • Achieved on-time and on-budget deployment • Achieved on-time and on-budget deployment • Manufacturing plan established, approved and implementation initiated • New building at Carlsbad campus on track for H1 2026 occupancy • Executed various corporate responsibility action plans, published 2025 corporate responsibility report and created social impact strategy • Sustained employee engagement scores above industry benchmarks and maintained voluntary turnover rates below industry average | | 10. | Stock price outperform Nasdaq Biotechnology Index | Ionis exceeded this objective | | | • Stock price increase greater than or equal to 110% of the median NBI | • Significantly exceeded, with IONS at 134% versus the NBI median of 27% as of December 4, 2025, which was the pre-determined measurement date based on timing of Board materials preparation | | Unplanned key corporate achievements | | | | • Received positive decision from Biogen to initiate Phase 3 development for salanersen | | | | • Approved eight new development candidates | | | | • Received Breakthrough Therapy Designation for olezarsen (sHTG) | | | | • Received Breakthrough Therapy Designation for zilganersen (AxD) | | | | • Ranked #2 top employer in 2025 by Science Magazine | | |
2025 Compensation Decisions and Results
Stock Compensation We use stock options and RSUs to give all employees, including Ionis’ executive officers, an economic interest in the long-term appreciation of our common stock. We believe awarding a combination of stock options and RSUs provides several benefits. Stock options provide a way to align employee interests with those of upper management and the stockholders because as our stock price increases, so too does the employee’s compensation. We have been granting RSUs as part of the annual merit equity awards for more than a decade because they are a strong retention vehicle for employees as the RSUs vest in annual installments over four years. The RSUs also have value upon vesting, but at the same time, require fewer shares than stock option awards. We grant existing employees new stock options and RSUs annually to provide a continuing incentive in Ionis’ long-term success. Each year, the Compensation Committee sets a budget of option equivalents for our executive officers and a budget of option equivalents for all other employees. From these budgets, we set a target number of option equivalents for each employee level in the Company. The actual award for each employee can be higher or lower than the target for their level depending on individual performance, but the total awards cannot exceed the budget set by the Compensation Committee. In 2025, we allocated 25% of option equivalents to stock options and 75% to RSUs for our non-executive officers. For our executive officers’ 2025 awards, we allocated 33% (for our CEO) or 20% (for all of our other executive officers) of their total equity awards in the form of PRSUs, with the remaining option equivalents allocated 25% to stock options and 75% to RSUs. Beginning with grants made in 2026, for all our executive officers, including the CEO, we allocate total equity as 30% stock options, 30% RSUs and 40% PRSUs.
2025 Compensation Decisions and Results
| 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. |
2025 Compensation Decisions and Results
Performance-Based Stock Awards We use PRSU awards to provide our executive officers the opportunity to earn a defined number of shares of our common stock if we achieve pre-determined performance goals. At target level of achievement, the PRSU awards granted before 2026 represent 33% of our CEO’s total equity awards and 20% of each of our other executive officer’s total equity awards. Beginning with grants made in 2026, we increased the proportion of PRSUs to be awarded to our executive officers, including our CEO, to 40% of their total equity awards. The PRSU awards pay out based on our relative stock price performance compared to a peer group. Measuring our stock performance relative to peers mitigates the impact of macroeconomic factors, both positive and negative, that affect the industry and stock price performance and 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. We believe these PRSU awards provide a challenging incentive to the executive officers to deliver stockholder value.
2025 Compensation Decisions and Results
PRSU grants have a single vesting period at the end of three years following the grant date. No number of PRSUs is guaranteed to vest and the actual number of PRSUs that will vest at the end of the performance period may be anywhere from zero to the maximum amount depending on the Company’s relative TSR. 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. Below are the PRSU payout thresholds:
2025 Compensation Decisions and Results
| 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% |
2025 Compensation Decisions and Results
For 2024 performance, in January 2025, Dr. Monia received 86,263 time-vested stock options, 129,395 time-vested RSUs and 169,950 PRSUs (target payout of 84,975, multiplied by 200% to account for potential upside). For 2025 performance, in January 2026, Dr. Monia received 85,410 time-vested stock options, 42,705 time-vested RSUs and 113,880 PRSUs (target payout of 56,940 multiplied by 200% to account for potential upside). Vesting of Stock Awards Vesting schedules reward long-term performance and incentivize long-term stock appreciation and increased stockholder returns. For each stock option and RSU granted (except PRSUs), the Compensation Committee sets a vesting schedule over four years, with no vesting during the first year. Therefore, the stock options and RSUs granted to our executive officers directly align the interests of our executive officers with the interests of our stockholders and Ionis’ long-term success. The actual economic value of stock option awards depends directly on the performance of our stock price over the period during which the awards vest and the period during which the stock options may be exercised. In other words, our executive officers will only realize economic value when our stock price, and consequently stockholder value, increases, which aligns pay with performance and fosters accountability for Ionis’ long-term success. Conversely, the stock options are not worth anything if our stock price does not increase above the exercise price. For example, over the last three years, a total of 566,270 stock options expired underwater for our executive officers. Similarly, in the same way our stockholder returns increase and decrease based on our stock’s performance, the value to our employees of the RSUs increases and decreases based on our stock’s performance. In addition, RSUs promote retention, reinforce an ownership culture, and provide value even during periods of stock price or market underperformance. With the exception of PRSUs awarded to our executive officers, we do not tie vesting to the achievement of specific events, such as annual metrics, because we do not want to encourage our employees to deviate from our company objectives, which we believe optimizes sustained stockholder value; nor do we want our employees to take unnecessary risks just to meet a short-term metric.
2025 Compensation Decisions and Results
| 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. |
2025 Compensation Decisions and Results
The stock option vesting schedule is typically over a four-year period at the rate of 25% at the end of the first year and then at the rate of 2.08% per month for 36 months thereafter during the optionee’s employment. The RSU vesting schedule is typically over a four-year period at the rate of 25% per year. In addition, as further described below, our executive officers must hold shares received upon vesting of their RSUs until they meet certain ownership thresholds or no longer serve the Company. These practices align our employee compensation with our stockholders’ interests because if stockholder value declines over time, so too will the value of the equity compensation provided to all employees. Our stock compensation budget minimizes dilution. Each year the Compensation Committee approves a budget that sets the number of stock options, RSUs and PRSUs we can grant our employees for annual merit awards. We do not grant stock options, RSUs or PRSUs that exceed this budget without the Compensation Committee’s approval. Over the past three years, the average merit award stock budget set by the Compensation Committee has been approximately 2.36% of our outstanding common stock on an issued and outstanding basis. This stock compensation budget, and therefore our equity compensation burn rate, is below the Peer Group average of 3.4% from 2022 through 2024. We believe this stock budget is an important tool to balance our compensation objectives with stockholder interests. For 2025 performance, the Compensation Committee set a merit stock award budget that resulted in approximately 1.4 million stock options, approximately 1.8 million RSUs and a target number of approximately 190,000 PRSUs awarded to our employees (as applicable), including the executive officers. Together these shares represent approximately 2.06% of our outstanding common stock on an issued and outstanding basis for that year. This budget, as well as each employee’s position level and performance in the previous year, ultimately determines the size of the individual annual stock grants.
Corporate Governance
Clawback Policy We have a recoupment/“clawback” policy. For many years we have maintained an executive compensation clawback policy that provides the Company with authority to recover certain performance-based cash and equity incentive compensation from any current or former “officer” of the Company, as such term is defined under Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended (the “Securities Act”), and as determined by the Company. In October 2023, we amended such policy to comply with Rule 10D-1 of the Securities Act and Nasdaq’s listing standards. Our amended clawback policy requires the Company to recoup the full amount of certain incentive compensation, as described below, reasonably promptly from officers if the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws. The incentive compensation subject to this amended clawback policy is compensation that is granted, earned or vested based wholly or in part upon the attainment of a measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures, received by an officer during the three completed fiscal years immediately preceding the date of the accounting restatement that exceeds the amount of compensation such officer would have received had such amount been determined based on the accounting restatement, computed without regard to any taxes paid. Under our amended clawback policy, recoupment is required regardless of whether the officer engaged in any misconduct and regardless of fault, and the Company’s obligation to recoup the applicable compensation is not dependent on whether or when any restated financial statements are filed. The Company is not required to recoup compensation if the Compensation Committee of the Board determines recoupment would be impractical, as further set forth under the terms of the amended policy. Anti-Hedging Policy and Anti-Pledging Policy We explicitly prohibit employees from “shorting” and hedging against our stock and from pledging our stock. To help avoid situations in which our employees may benefit from transactions that harm our stockholders, or that remove economic risk from their holdings of our securities, our policies specifically prohibit all employees, including our executive officers, from taking a “short” position in our stock and otherwise hedging their position in our stock against a future drop in our stock price including short sales and derivatives such as put or call options, swaps, forwards, and futures, or other inherently speculative transactions with respect to Ionis’ securities at any time. In addition, we also prohibit all directors and employees, including our named executive officers, from pledging our stock as collateral. Rule 10b5-1 Trading Policy 10b5-1 plan required for executive officers and vice presidents. We have a Rule 10b5-1 trading policy that allows our executive officers, vice presidents and other employees to establish plans that permit prearranged future sales of the employee’s stock, which plans may be established when the individual is not in possession of material non-public information. We do not allow our executive officers or vice presidents to buy or sell our stock outside of a Rule 10b5-1 trading plan except for purchases of our stock under our ESPP (but not subsequent sales of the stock) and transactions that are automatically effected by Ionis’ stock plan administrator in connection with the vesting and release of RSUs and PRSUs. In early 2023, we modified our Rule 10b5-1 trading policy to comply with the SEC’s final rules released in December 2022 that imposed new conditions on the availability of the Rule 10b5-1 affirmative defense to insider trading and require enhanced disclosures regarding the adoption, modification and termination of Rule 10b5-1 plans and other trading arrangements. Perquisites We are committed to using stockholder money responsibly, to building stockholder value and ensuring our processes are transparent. As a result, Ionis’ policies do not provide for perquisites for any employees, including our executive officers. Retirement & Other Benefits We maintain a highly competitive benefits package that we offer to all regular employees, including our executive officers. These benefits include medical, dental and vision insurance, employee assistance program, basic life insurance, short-term disability/sick pay, long-term disability, vacation, holidays, a 401(k) plan with employer match, Accidental Death & Dismemberment (“AD&D”) insurance, and for U.S. employees, an ESPP.
Corporate Governance
Retention and Change of Control Agreements As part of our normal course of business, we engage in discussions with other biotechnology and pharmaceutical companies about possible collaborations, licensing and/or other ways in which the companies may work together to further our respective long-term objectives. In addition, many larger established pharmaceutical companies consider companies at similar stages of development to ours as potential acquisition targets. Occasionally, a transaction in the biotech/biopharmaceutical industry may start as a licensing transaction, but ultimately result in an acquisition. In certain scenarios, the potential for merger or being acquired may be in the best interests of our stockholders. As further described on page 79, we adopted a Severance Benefit Plan to provide certain economic benefits to our employees at or above the level of Vice President if their employment is terminated in certain circumstances, including because of a transaction that results in a change in control of the Company. Tax and Accounting Considerations Under Section 162(m), compensation paid to each of the Company’s “covered employees” that exceeds $1 million per taxable year is generally non-deductible unless the compensation qualifies for certain grandfathered exceptions (including the “performance-based compensation” exception) for certain compensation paid to such covered employees. Although the Compensation Committee will continue to consider tax implications as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for the Company’s named executive officers in a manner consistent with the goals of the Company’s executive compensation program and the best interests of the Company and its stockholders, which may include providing for compensation that is not deductible by the Company due to the deduction limit under Section 162(m). The Compensation Committee also retains the flexibility to modify compensation that was initially intended to be exempt from the deduction limit under Section 162(m) if it determines that such modifications are consistent with the Company’s business needs. Under ASC 718, the Company is required to estimate and record an expense for each award of equity compensation over the vesting period of the award. We record share-based compensation expense on an ongoing basis according to ASC 718.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) | | Option Awards(5) ($) | All Other Compensation ($) | Total ($) | | | | | | RSUs(3) | PRSUs(4) | | | | | Brett P. Monia Chief Executive Officer | 2025 | $1,051,776 | $2,398,049 | $4,297,208 | $4,147,630 | $1,438,105 | $18,009(6) | $13,350,777 | | | 2024 | $1,008,898 | $1,024,662 | $4,681,270 | $5,627,878 | $3,004,746 | $52,889(7) | $15,400,343 | | | 2023 | $960,855 | $1,405,250 | $3,546,849 | $4,310,045 | $2,259,883 | $17,141 | $12,500,023 | | Elizabeth L. Hougen EVP, Finance and Chief Financial Officer | 2025 | $729,750 | $831,915 | $1,544,265 | $756,555 | $516,808 | $43,009(8) | $4,422,302 | | | 2024 | $700,000 | $437,500 | $1,734,696 | $1,058,535 | $1,113,441 | $17,889 | $5,062,061 | | | 2023 | $612,243 | $514,284 | $775,481 | $478,291 | $494,087 | $17,141 | $2,891,527 | | Richard S. Geary EVP, Chief Development Officer | 2025 | $622,074 | $661,887 | $1,095,930 | $536,910 | $366,767 | $47,831(9) | $3,331,400 | | | 2024 | $593,865 | $400,859 | $1,092,216 | $666,485 | $701,057 | $17,666 | $3,472,148 | | | 2023 | $569,655 | $427,241 | $685,699 | $422,899 | $436,882 | $16,917 | $2,559,293 | | Brian Birchler EVP, Corporate and Development Operations | 2025 | $580,154 | $617,284 | $1,095,930 | $536,910 | $366,767 | $48,009(10) | $3,245,054 | | | 2024 | $531,003 | $331,877 | $1,092,216 | $666,485 | $701,057 | $17,889 | $3,340,527 | | | 2023 | $510,580 | $367,618 | $685,699 | $422,899 | $436,882 | $17,141 | $2,440,819 | | Eric Swayze, EVP, Research | 2025 | $589,013 | $626,710 | $1,095,930 | $536,910 | $366,767 | $18,009(6) | $3,233,339 | | | 2024 | $565,000 | $353,125 | $1,092,216 | $666,485 | $701,057 | $47,889(11) | $3,425,772 | | | 2023 | $513,828 | $431,616 | $685,699 | $422,899 | $436,882 | $67,141(12) | $2,558,065 | | Patrick R. O’Neil EVP, Chief Legal Officer and General Counsel | 2025 | $611,791 | $581,201 | $1,095,930 | $536,910 | $366,767 | $18,009(6) | $3,210,608 | | | 2024 | $586,850 | $366,781 | $1,092,216 | $666,485 | $701,057 | $17,889 | $3,431,278 | | | 2023 | $562,926 | $422,194 | $685,699 | $422,899 | $436,882 | $17,141 | $2,547,741 |
Summary Compensation Table
| (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 2026 we paid bonuses for 2025 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.” |
Summary Compensation Table
| (2) We present stock awards in the years they were awarded, not in the year earned. For example, in January 2026 we granted stock awards for 2025 performance. |
Summary Compensation Table
| (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, 2025 regarding assumptions underlying valuation of equity awards. |
Summary Compensation Table
| (4) Amounts represent the values of the PRSUs at target level of achievement. The fair value of PRSUs is based on 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, 2025 regarding assumptions underlying valuation of equity awards. At maximum level of achievement, the values of the PRSUs awarded in 2025 are as follows: Dr. Monia: $8,295,260; Ms. Hougen: $1,513,110; Dr. Geary: $1,073,820; Mr. Birchler: $1,073,820; Dr. Swayze: $1,073,820; and Mr. O’Neil: $1,073,820. |
Summary Compensation Table
| (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, 2025 regarding assumptions underlying valuation of equity awards. |
Summary Compensation Table
| | 69 |
Summary Compensation Table
| (6) Includes AD&D ($109), basic life ($400), 401(k) matching contributions ($17,500) which are available to all employees. |
Summary Compensation Table
| (7) Includes a Commitment to Ionis Award to recognize his 35 years of service to the Company ($35,000). |
Summary Compensation Table
| (8) Includes AD&D ($109), basic life ($400), 401(k) matching contributions ($17,500) which are available to all employees. In addition, Ms. Hougen received a Commitment to Ionis Award to recognize her 25 years of service to the Company ($25,000). |
Summary Compensation Table
| (9) Includes AD&D ($71), basic life ($261), and 401(k) matching contributions ($17,5000) which are available to all employees. In addition, Dr. Geary received a Commitment to Ionis Award to recognize his 30 years of service to the Company ($30,000). |
Summary Compensation Table
| (10) Includes AD&D ($109), basic life ($400), 401(k) matching contributions ($17,500) which are available to all employees. In addition, Mr. Birchler received a Commitment to Ionis Award to recognize his 30 years of service to the Company ($30,000). |
Summary Compensation Table
| (11) Includes a Commitment to Ionis Award to recognize his 30 years of service to the Company ($30,000). |
Summary Compensation Table
| (12) Includes a Career Achievement Award ($50,000). |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table shows for the fiscal year ended December 31, 2025, certain information regarding grants of plan-based awards to our named executive officers:
Grants of Plan-Based Awards in Fiscal 2025
Grants of Plan-Based Awards in Fiscal 2025
Grants of Plan-Based Awards in Fiscal 2025
| Name | Grant Date | Estimated Future Payments Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(1) ($) | | | | Threshold (#) | Target (#) | Maximim (#) | | | | | | Brett P. Monia | 1/2/2025 | — | — | — | — | 86,263 | $34.69 | $1,438,105 | | | 1/15/2025 | — | — | — | 129,395 | — | — | $4,297,208 | | | 1/15/2025 | 42,488 | 84,975 | 169,950 | — | — | — | $4,147,630 | | Elizabeth L. Hougen | 1/2/2025 | — | — | — | — | 31,000 | $34.69 | $516,808 | | | 1/15/2025 | — | — | — | 46,500 | — | — | $1,544,265 | | | 1/15/2025 | 7,750 | 15,500 | 31,000 | — | — | — | $756,555 | | Richard S. Geary | 1/2/2025 | — | — | — | — | 22,000 | $34.69 | $366,767 | | | 1/15/2025 | — | — | — | 33,000 | — | — | $1,095,930 | | | 1/15/2025 | 5,500 | 11,000 | 22,000 | — | — | — | $536,910 | | Brian Birchler | 1/2/2025 | — | — | — | — | 22,000 | $34.69 | $366,767 | | | 1/15/2025 | — | — | — | 33,000 | — | — | $1,095,930 | | | 1/15/2025 | 5,500 | 11,000 | 22,000 | — | — | — | $536,910 | | Eric Swayze | 1/2/2025 | — | — | — | — | 22,000 | $34.69 | $366,767 | | | 1/15/2025 | — | — | — | 33,000 | — | — | $1,095,930 | | | 1/15/2025 | 5,500 | 11,000 | 22,000 | — | — | — | $536,910 | | Patrick R. O'Neil | 1/2/2025 | — | — | — | — | 22,000 | $34.69 | $366,767 | | | 1/15/2025 | — | — | — | 33,000 | — | — | $1,095,930 | | | 1/15/2025 | 5,500 | 11,000 | 22,000 | — | — | — | $536,910 |
Grants of Plan-Based Awards in Fiscal 2025
| (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 on the then-probable outcome of the performance |
Grants of Plan-Based Awards in Fiscal 2025
| | 70 |
Grants of Plan-Based Awards in Fiscal 2025
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, 2025 regarding assumptions underlying valuation of equity awards.
Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table
Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table The Compensation Committee granted merit non-statutory stock options to the executive officers on January 2, 2025, for their 2024 performance. Stock options were granted out of our 2011 Plan for all named executive officers. The options have a term of ten years and vest at the rate of 25% for the first year and then at the rate of 2.08% per month for 36 months thereafter during the optionee’s employment. The Compensation Committee granted RSUs to the executive officers on January 15, 2025 for their 2024 performance. RSUs were granted out of our 2011 Plan for all named executive officers. The RSUs vest at the rate of 25% per year over four years with a vesting commencement date of January 15, 2025. In 2025, Dr. Monia received 33% of his total equity awards in the form of PRSUs, and all other named executive officers received 20% of their total equity awards in the form of PRSUs. These PRSU awards vest at the end of the three-year performance period following the date of grant based on the Company’s TSR as compared to a peer group of companies as measured at the end of the performance period. No number of PRSUs is guaranteed to vest and the actual number of PRSUs that will vest at the end of the performance period may be anywhere from zero to 200% of the target number depending on the Company’s relative TSR. Performance below the threshold level results in a payout of 0 shares, performance at the threshold level (25th percentile) results in a payout of 50% of target shares, performance at the target level (50th percentile) results in a payout of 100% of target shares, and performance at the maximum level (90th percentile and above) results in a payout of 200% of target shares. We use linear interpolation to calculate payout percentages for performance between the percentile ranks.
Pay Versus Performance
Pay Versus Performance Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K (“Item 402(v)”), we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to non-PEO NEOs” have been calculated in a manner consistent with Item 402(v). Use of the term “compensation actually paid” is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the CD&A section of this Proxy Statement. For further information concerning the Company’s pay-for-performance philosophy and how the Company seeks to align executive compensation with the Company’s performance, refer to the CD&A section of this Proxy Statement.
Pay Versus Performance
| 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) | Company-Selected Measure(8) | | | | | | | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | | | | 2025 | $13,350,777 | $42,609,834 | $3,488,541 | $5,594,309 | $139.92 | $124.75 | ($381,387,000) | 90th percentile | | 2024 | $15,400,343 | ($2,697,612) | $4,066,897 | $1,803,424 | $57.87 | $118.20 | ($453,897,000) | 34th percentile | | 2023 | $12,500,023 | $14,224,215 | $2,699,299 | $3,119,211 | $83.74 | $118.87 | ($366,286,000) | 89th percentile | | 2022 | $7,264,496 | $9,536,336 | $2,803,964 | $2,735,368 | $62.52 | $113.65 | ($269,722,000) | 81st percentile | | 2021 | $13,305,673 | ($2,596,842) | $3,834,223 | $713,811 | $50.37 | $126.45 | ($28,597,000) | 41st percentile |
Pay Versus Performance
| (1) The dollar amounts reported are the amounts of total compensation reported for Dr. Monia (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table on page 69 of this Proxy Statement. |
Pay Versus Performance
| | 71 |
Pay Versus Performance
| (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 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: |
Pay Versus Performance
| Year | Reported Summary Compensation Table Total for PEO | Deduct: Reported Value of Equity Awards(a) | Add: Equity Award Adjustments(b) | Compensation Actually Paid to PEO | | 2025 | $13,350,777 | ($9,882,943) | $39,142,000 | $42,609,834 |
Pay Versus Performance
| (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. |
Pay Versus Performance
| (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: |
Pay Versus Performance
| Year | Year End Fair Value of Equity Awards | Change in Fair Value of Outstanding and Unvested Equity Awards | Change in Fair Value 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 | Total Equity Award Adjustments | | 2025 | $27,164,376 | $4,112,268 | $7,865,356 | $— | $39,142,000 |
Pay Versus Performance
| (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: |
Pay Versus Performance
| i. | For 2025, Elizabeth L. Hougen (EVP & CFO), Richard S. Geary (EVP, Chief Development Officer), Brian Birchler (EVP, Corporate and Development Operations), Eric Swayze (EVP, Research), and Patrick R. O’Neil (EVP, Chief Legal Officer and General Counsel). |
Pay Versus Performance
| ii. | For 2024, Elizabeth L. Hougen (EVP & CFO), Kyle Jenne (EVP, Chief Global Product Strategy Officer), Richard S. Geary (EVP, Chief Development Officer), and Patrick R. O’Neil (EVP, Chief Legal Officer and General Counsel). |
Pay Versus Performance
| iii. | 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). |
Pay Versus Performance
| iv. | 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). |
Pay Versus Performance
| v. | 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). |
Pay Versus Performance
| (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: |
Pay Versus Performance
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Deduct: Average Reported Value of Equity Awards | Add: Average Award Adjustments(a) | Average Compensation Actually Paid to Non-PEO NEOs | | 2025 | $3,488,541 | ($2,163,211) | $4,268,979 | $5,594,309 |
Pay Versus Performance
| | 72 |
Pay Versus Performance
| (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
Pay Versus Performance
| Year | Year End Fair Value of Equity Awards | Change in Fair Value of Outstanding and Unvested Equity Awards | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Total Equity Award Adjustments | | 2025 | $6,266,152 | ($2,156,114) | $158,942 | $4,268,979 |
Pay Versus Performance
| (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. |
Pay Versus Performance
| (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. |
Pay Versus Performance
| (7) The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year. |
Pay Versus Performance
| (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 2021-2025. |
Pay Versus Performance
Analysis of the Information Presented in the Pay Versus Performance Table While the Company utilizes several performance measures as it seeks to align executive compensation with Company performance, all of those Company measures are not presented in the Pay Versus Performance Table (“PVP Table”). Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v)) for a particular year. In accordance with Item 402(v), the Company is providing the descriptions and graphs below regarding the relationships between certain information presented in the PVP Table. Compensation Actually Paid and Cumulative TSR The graph below shows the amount of compensation actually paid to Dr. Monia and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Dr. Monia) against the Company’s cumulative TSR over the five years presented in the table.
Pay Versus Performance
| | 73 |
Pay Versus Performance
Cumulative TSR of the Company and Cumulative TSR of the NBI The graph below shows the Company’s cumulative TSR over the five-year period against the cumulative TSR of the peer group presented for this purpose, the Nasdaq Biotechnology Index. Compensation Actually Paid and Net Income The graph below shows the amount of compensation actually paid to Dr. Monia and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Dr. Monia) and the Company’s net income over the five years presented in the table. As noted above, the Company does not use compensation actually paid to set executive compensation.
Pay Versus Performance
| | 74 |
Pay Versus Performance
Compensation Actually Paid and One-Year Relative Total Shareholder Return (our Company-Selected Measure) The graph below shows the amount of compensation actually paid to Dr. Monia and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Dr. Monia) and the Company’s one-year relative total shareholder return shown as a percentile rank of the Company’s TSR as compared to the TSRs of all members of the Nasdaq Biotechnology Index for each of the five years presented in the table.
Pay Versus Performance
| | 75 |
Pay Versus Performance
Financial Performance Measures As described in greater detail in the CD&A, we design our executive compensation program to drive the creation of long-term stockholder value and mitigate unnecessary or imprudent business risk taking. To that end, we seek to structure our executive compensation program to align executive compensation with Company performance. The most important financial performance measures used by the Company in fiscal year 2025 to link executive compensation actually paid to the Company’s named executive officers to the Company’s performance are listed in the table to the right.
Pay Versus Performance
| Most Important Financial Performance Measures | | Revenue | | One-Year Relative TSR Versus the NBI | | Whether We Met Our Non-GAAP Net Operating Loss Guidance |
Pay Versus Performance
All information provided above under the “Item 402(v) Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.
Outstanding Equity Awards at Fiscal Year-End – Executive Officers
Outstanding Equity Awards at Fiscal Year-End – Executive Officers The following table shows for the fiscal year ended December 31, 2025, certain information regarding outstanding equity awards at fiscal year-end for our named executive officers. Other than the equity awards described in the table below, there were no equity incentive plan awards outstanding for our named executive officers at December 31, 2025.
Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025
| | 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 | 1/2/2020 | 107,632 | — | $60.89 | 1/1/2027 | — | — | — | — | | | 1/2/2020 | 40,822 | — | $60.89 | 1/1/2027 | — | — | — | — | | | 1/4/2021 | 149,872 | — | $56.78 | 1/3/2028 | — | — | — | — | | | 1/3/2022 | 38,058 | 2,115 | $32.60 | 1/2/2032 | — | — | — | — | | | 1/3/2023 | 44,502 | 32,141 | $37.58 | 1/2/2033 | — | — | — | — | | | 1/2/2024 | 55,861 | 60,719 | $52.87 | 1/1/2034 | — | — | — | — | | | 1/2/2025 | — | 86,263 | $34.69 | 1/1/2035 | — | — | — | — | | | 1/15/2022 | — | — | — | — | 12,686 | $1,003,589 | — | — | | | 1/15/2023 | — | — | — | — | 44,502 | $3,520,553 | — | — | | | 1/15/2024 | — | — | — | — | 65,576 | $5,187,717 | — | — | | | 1/15/2025 | — | — | — | — | 129,395 | $10,236,438 | — | — | | | 1/15/2023 | — | — | — | — | 122,214(6) | $9,668,350 | — | — | | | 1/15/2024 | — | — | — | — | — | — | 35,887 | $2,839,021 | | | 1/15/2025 | — | — | — | — | — | — | 42,487 | $3,361,147 |
Outstanding Equity Awards as of December 31, 2025
| | 76 |
Outstanding Equity Awards as of December 31, 2025
| | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | 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 | 1/2/2020 | 60,299 | — | $60.89 | 1/1/2027 | — | — | — | — | | | 1/4/2021 | 61,041 | — | $56.78 | 1/3/2028 | — | — | — | — | | | 1/3/2022 | 32,428 | 690 | $32.60 | 1/2/2032 | — | — | — | — | | | 1/3/2023 | 18,919 | 7,027 | $37.58 | 1/2/2033 | — | — | — | — | | | 1/2/2024 | 20,700 | 22,500 | $52.87 | 1/1/2034 | — | — | — | — | | | 1/2/2025 | — | 31,000 | $34.69 | 1/1/2035 | — | — | — | — | | | 1/15/2022 | — | — | — | — | 4,139 | $327,436 | — | — | | | 1/15/2023 | — | — | — | — | 9,730 | $769,740 | — | — | | | 1/15/2024 | — | — | — | — | 24,300 | $1,922,373 | — | — | | | 1/15/2025 | — | — | — | — | 46,500 | $3,678,615 | — | — | | | 1/15/2023 | — | — | — | — | 13,562(6) | $1,072,890 | — | — | | | 1/15/2024 | — | — | — | — | — | — | 6,750 | $533,993 | | | 1/15/2025 | — | — | — | — | — | — | 7,750 | $613,103 | | Richard S. Geary | 1/3/2022 | 29,930 | 637 | $32.60 | 1/2/2032 | — | — | — | — | | | 1/3/2023 | 16,729 | 6,213 | $37.58 | 1/2/2033 | — | — | — | — | | | 1/2/2024 | 13,033 | 14,167 | $52.87 | 1/1/2034 | — | — | — | — | | | 1/2/2025 | — | 22,000 | $34.69 | 1/1/2035 | — | — | — | — | | | 1/15/2022 | — | — | — | — | 3,821 | $302,279 | — | — | | | 1/15/2023 | — | — | — | — | 8,603 | $680,583 | — | — | | | 1/15/2024 | — | — | — | — | 15,300 | $1,210,383 | — | — | | | 1/15/2025 | — | — | — | — | 33,000 | $2,610,630 | — | — | | | 1/15/2023 | — | — | — | — | 11,991(6) | $948,608 | — | — | | | 1/15/2024 | — | — | — | — | — | — | 4,250 | $336,218 | | | 1/15/2025 | — | — | — | — | — | — | 5,500 | $435,105 | | Brian Birchler | 1/2/2020 | 26,063 | — | $60.89 | 1/1/2027 | — | — | — | — | | | 1/4/2021 | 22,000 | — | $56.78 | 1/3/2028 | — | — | — | — | | | 1/3/2022 | 19,093 | 407 | $32.60 | 1/2/2032 | — | — | — | — | | | 3/20/2022 | 14,062 | 938 | $35.25 | 3/19/2032 | — | — | — | — | | | 1/3/2023 | 16,729 | 6,213 | $37.58 | 1/2/2033 | — | — | — | — | | | 1/2/2024 | 13,033 | 14,167 | $52.87 | 1/1/2034 | — | — | — | — | | | 1/2/2025 | — | 22,000 | $34.69 | 1/1/2035 | — | — | — | — | | | 1/15/2022 | — | — | — | — | 2,437 | $192,791 | — | — | | | 4/15/2022 | — | — | — | — | 1,875 | $148,331 | — | — | | | 1/15/2023 | — | — | — | — | 8,603 | $680,583 | — | — | | | 1/15/2024 | — | — | — | — | 15,300 | $1,210,383 | — | — | | | 1/15/2025 | — | — | — | — | 33,000 | $2,610,630 | — | — | | | 1/15/2023 | — | — | — | — | 11,991(6) | $948,608 | — | — | | | 1/15/2024 | — | — | — | — | — | — | 4,250 | $336,218 | | | 1/15/2025 | — | — | — | — | — | — | 5,500 | $435,105 |
Outstanding Equity Awards as of December 31, 2025
| | 77 |
Outstanding Equity Awards as of December 31, 2025
| | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | 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 | 1/2/2020 | 21,528 | — | $60.89 | 1/1/2027 | — | — | — | — | | | 1/2/2020 | 6,000 | — | $60.89 | 1/1/2027 | — | — | — | — | | | 1/4/2021 | 53,945 | — | $56.78 | 1/3/2028 | — | — | — | — | | | 1/3/2022 | 29,098 | 620 | $32.60 | 1/2/2032 | — | — | — | — | | | 1/3/2023 | 16,729 | 6,213 | $37.58 | 1/2/2033 | — | — | — | — | | | 1/2/2024 | 13,033 | 14,167 | $52.87 | 1/1/2034 | — | — | — | — | | | 1/2/2025 | — | 22,000 | $34.69 | 1/1/2035 | — | — | — | — | | | 1/15/2022 | — | — | — | — | 3,714 | $293,815 | — | — | | | 1/15/2023 | — | — | — | — | 8,603 | $680,583 | — | — | | | 1/15/2024 | — | — | — | — | 15,300 | $1,210,383 | — | — | | | 1/15/2025 | — | — | — | — | 33,000 | $2,610,630 | — | — | | | 1/15/2023 | — | — | — | — | 11,991(6) | $948,608 | — | — | | | 1/15/2024 | — | — | — | — | — | — | 4,250 | $336,218 | | | 1/15/2025 | — | — | — | — | — | — | 5,500 | $435,105 | | Patrick R. O'Neil | 1/3/2022 | 3,830 | 637 | $32.60 | 1/2/2032 | — | — | — | — | | | 1/3/2023 | 2,729 | 6,213 | $37.58 | 1/2/2033 | — | — | — | — | | | 1/2/2024 | 2,833 | 14,167 | $52.87 | 1/1/2034 | — | — | — | — | | | 1/2/2025 | — | 22,000 | $34.69 | 1/1/2035 | — | — | — | — | | | 1/15/2022 | — | — | — | — | 3,821 | $302,279 | — | — | | | 1/15/2023 | — | — | — | — | 8,603 | $680,583 | — | — | | | 1/15/2024 | — | — | — | — | 15,300 | $1,210,383 | — | — | | | 1/15/2025 | — | — | — | — | 33,000 | $2,610,630 | — | — | | | 1/15/2023 | — | — | — | — | 11,991(6) | $948,608 | — | — | | | 1/15/2024 | — | — | — | — | — | — | 4,250 | $336,218 | | | 1/15/2025 | — | — | — | — | — | — | 5,500 | $435,105 |
Outstanding Equity Awards as of December 31, 2025
| (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. |
Outstanding Equity Awards as of December 31, 2025
| (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. |
Outstanding Equity Awards as of December 31, 2025
| (3) Market value of stock awards was determined by multiplying the number of unvested shares by $79.11, which was the closing market price of our common stock on the Nasdaq Global Select Market on December 31, 2025, the last trading day of fiscal 2025. |
Outstanding Equity Awards as of December 31, 2025
| (4) Represents the threshold payout of shares under the PRSU awards granted to our named executive officers out of our 2011 Plan. |
Outstanding Equity Awards as of December 31, 2025
| (5) Market value of PRSUs was determined by multiplying the threshold payout of shares by $79.11, which was the closing market price of our common stock on the Nasdaq Global Select Market on December 31, 2025, the last trading day of fiscal 2025. |
Outstanding Equity Awards as of December 31, 2025
| (6) Represents the PRSU awards granted in 2023 that had a performance period ending on December 31, 2025. In January 2026, the Compensation Committee certified achievement of such PRSU awards at 167.27% of target. |
Outstanding Equity Awards as of December 31, 2025
| | 78 |
Option Exercises and Stock Vested – Executive Officers
Option Exercises and Stock Vested – Executive Officers The following table shows for the fiscal year ended December 31, 2025, certain information regarding option exercises and stock awards vesting during the last fiscal year with respect to our named executive officers:
Option Exercises and Stock Vested – Executive Officers
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Brett P. Monia | 206,246 | $12,436,031 | 98,820 | $3,284,603 | | Elizabeth L. Hougen | 49,800 | $3,249,734 | 28,025 | $931,165 | | Richard S. Geary | 163,468 | $11,726,750 | 22,721 | $754,985 | | Brian Birchler | 23,900 | $1,723,987 | 16,158 | $527,551 | | Eric Swayze | 27,114 | $1,793,744 | 22,825 | $758,427 | | Patrick R. O'Neil | 212,764 | $13,586,873 | 23,510 | $781,187 |
Option Exercises and Stock Vested – Executive Officers
| (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. |
Option Exercises and Stock Vested – Executive Officers
| (2) The value realized on vesting of RSUs and PRSUs 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. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Severance and Change in Control Arrangements On October 18, 2018, the Company implemented a Severance Benefit Plan, which was amended and restated on March 17, 2022 (the “Plan”). The Plan provides for change in control and severance benefits to the Company’s executive officers, including but not limited to the Chief Executive Officer and the Chief Financial Officer, and vice presidents (each, a “Covered Employee”). The Plan provides that if a Covered Employee is terminated without “cause” (as defined in the Plan) or resigns for “good reason” (as defined in the Plan), except in connection with a “change in control” of the Company (as defined in the Plan), the Covered Employee will generally be entitled to receive (i) a lump sum payment of the Covered Employee’s then-current monthly base salary, (ii) accelerated vesting of stock options and time-based restricted stock units previously granted to the Covered Employee by the Compensation Committee and outstanding as of the termination date that otherwise would have vested during the periods noted below, and (iii) continued medical group health and dental plan coverage, in each case for the following durations:
Potential Payments Upon Termination or Change in Control
| • | Chief Executive Officer: 18 months; |
Potential Payments Upon Termination or Change in Control
| • | Executive Vice Presidents: 12 months; |
Potential Payments Upon Termination or Change in Control
| • | Senior Vice Presidents: 9 months; and |
Potential Payments Upon Termination or Change in Control
| • | Vice Presidents: 6 months. |
Potential Payments Upon Termination or Change in Control
| | 79 |
Potential Payments Upon Termination or Change in Control
In addition, for the Chief Executive Officer only, payment of the then-current target bonus, prorated for time served during such calendar year. The Plan also provides that if a Covered Employee’s termination or resignation occurs during the period that begins three months before and ends twelve months following a change in control (as defined in the Plan), the Covered Employee will generally be entitled to receive (i) a lump sum payment of the Covered Employee’s then-current monthly base salary, (ii) payment of the then-current target bonus, (iii) accelerated vesting of all stock options and time-based restricted stock units previously granted to the Covered Employee by the Compensation Committee and outstanding as of the termination date, and (iv) continued medical group health and dental plan coverage, in each of (i), (ii) and (iv) for the following durations:
Potential Payments Upon Termination or Change in Control
| • | Chief Executive Officer: 24 months; |
Potential Payments Upon Termination or Change in Control
| • | Executive Vice Presidents: 18 months; |
Potential Payments Upon Termination or Change in Control
| • | Senior Vice Presidents: 12 months; and |
Potential Payments Upon Termination or Change in Control
| • | Vice Presidents: 9 months. |
Potential Payments Upon Termination or Change in Control
Payments under the Plan will be subject to all required taxes. The Plan includes provisions for adjustment to the timing of payments to minimize accelerated or additional tax pursuant to Section 409A of the Code. The Plan does not include any tax gross-up or other tax indemnity related to payments made to Covered Employees under the Plan; however, payments, benefits or distributions to or for the benefit of the Covered Employee under the Plan may be reduced if doing so would result in a more favorable after-tax position for the Covered Employee. Conditions As a condition to receiving benefits under the Plan, the Covered Employee is required to execute and not revoke a release in favor of the Company, which release will contain a standard release from liability, non-solicitation and non-disparagement provisions, and a reaffirmation of the Covered Employee’s confidentiality obligations to the Company. Estimate of Benefits under Severance Benefit Plan The following table estimates the lump sum payments and health benefits that would be required to be paid to our named executive officers under the Plan as of December 31, 2025. This table estimates the lump sum payments based upon either a termination without cause, a resignation with good reason or a termination in connection with a change in control, assuming such event occurred on December 31, 2025. The estimates in this table are forward-looking statements. Please see the special note regarding forward-looking statements on page 91 of this Proxy Statement.
Potential Payments Upon Termination or Change in Control
| Name | Total – Change in Control Event | Total – Non-Change in Control Event | | Brett P. Monia | $3,912,115 | $2,521,528 | | Elizabeth L. Hougen | $1,652,206 | $795,559 | | Richard S. Geary | $1,410,801 | $680,258 | | Brian Birchler | $1,340,403 | $650,865 | | Eric Swayze | $1,339,999 | $646,889 | | Patrick R. O’Neil | $1,379,111 | $665,514 |
Potential Payments Upon Termination or Change in Control
In addition, in the case of a termination or resignation with good reason in connection with a change in control (as defined in the Plan), stock options and time-based restricted stock units previously granted by the Compensation Committee and outstanding as of the termination date will accelerate as described above.
Potential Payments Upon Termination or Change in Control
| | 80 |
Director Compensation
Director Compensation For the fiscal year ending December 31, 2025, we paid our non-employee directors a base cash retainer of $60,000 with additional role-based compensation as noted below:
Director Compensation
| Role | 2025 Cash Compensation | | Board Member (Base) | $60,000 | | Non-Executive Chairman of the Board | $40,000 | | Independent Lead Director | $40,000 | | Committee Chairs (Additional) | | | Audit | $25,000 | | Compliance | $20,000 | | Compensation | $20,000 | | Finance | $20,000 | | Nominating, Governance and Review | $20,000 | | Medical and Science | $20,000 | | Committee Member (Additional) | | | Audit | $12,500 | | Compliance | $10,000 | | Compensation | $10,000 | | Finance | $10,000 | | Nominating, Governance and Review | $10,000 | | Medical and Science | $10,000 |
Director Compensation
If the Board creates new committees, we anticipate that the non-employee members of such new committees will receive additional compensation for their role on those committees. We do not pay Board members additional compensation for attending Board meetings, but we do reimburse them for the expenses they incur to attend the meetings. In 2025 each non-employee director also received automatic stock award grants under our Non-Employee Directors’ Stock Option Plan. On July 1, 2025, under the Non-Employee Directors’ Stock Option Plan, each of our non-employee directors serving at that time received an option to purchase 11,518 shares of our common stock, at an exercise price of $39.94 per share, the fair market value of the common stock on the date of the grant, based on the closing sales price reported on the Nasdaq Global Select Market, and an RSU award of 5,220 shares. The options and RSUs vest on either (1) the annual anniversary of the date of grant, or (2) the next regularly scheduled annual meeting of stockholders, whichever occurs earlier. In March 2021, the Compensation Committee and Board adopted a policy governing compensation the Company pays to its non-employee directors, which policy the Compensation Committee and Board have amended on several occasions (the “Director Compensation Policy”). In addition to stating the cash compensation amounts set forth above and the equity grants each non-employee director will receive upon joining the Board and annually thereafter pursuant to the Non-Employee Directors’ Stock Option Plan, the Director Compensation Policy also includes an annual equity cap, which, until March 2026, was $450,000 for annual awards to incumbent non-employee directors and $675,000 for initial awards to newly appointed non-employee directors, in each case based on the aggregate grant date fair value (as determined in accordance with FASB Topic ASC 718 or its successor). The grant date fair value of annual awards to be automatically granted in July 2025 would have exceeded $450,000; thus, for 2025, each non-employee director received a reduced annual award of 11,518 stock options and 5,220 RSUs such that the awards did not exceed the $450,000 cap. The Compensation Committee reviews pay levels for non-employee directors every year, with assistance from Aon, which prepares a comprehensive assessment of Ionis’ non-employee director compensation program. That assessment includes benchmarking against the same peer group used for executive compensation purposes, an update on recent trends in director compensation, and a review of related corporate governance best practices. The Compensation Committee reviews these assessments prior to making recommendations to the Board regarding non-employee director compensation. In March 2025, the Compensation Committee reviewed Aon’s assessment in which Aon did not recommend any changes to our non-employee director compensation program for 2025. Following review and discussion of such report the Compensation Committee did not recommend any changes to the Board regarding our non-employee director compensation program for 2025. In March 2026, the Compensation Committee reviewed Aon’s assessment of market data with respect to non-employee director equity grants. Following review and discussion of such assessment, the Compensation Committee recommended, and the Board
Director Compensation
| | 81 |
Director Compensation
approved, beginning with grants made in 2026, reducing the cap of our annual equity awards to incumbent non-employee directors from $450,000 to $400,000, and reducing the cap for initial awards to newly appointed non-employee directors from $675,000 to $600,000. We will continue to assess our non-employee director compensation program annually with the assistance of Aon. In December 2022, the Company adopted a deferral program for annual RSUs granted to non-employee directors beginning in January 2023 and going forward. Such deferral program allows non-employee directors to defer receipt of shares that may vest under future RSU grants until (1) separation from service to Ionis, or (2) the earlier to occur of five years following the vesting date of the RSUs and separation from service to Ionis, subject in all cases to earlier delivery of deferred RSUs upon a change in control of the Company. The following table shows for the fiscal year ended December 31, 2025 certain information with respect to the compensation of our non-employee directors:
Director Compensation for Fiscal 2025
Director Compensation for Fiscal 2025
Director Compensation for Fiscal 2025
| Name | Cash Compensation Earned or Paid ($) | Stock Awards ($)(1) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Spencer R. Berthelsen | $100,000 | $208,487 | $240,293 | — | $548,780 | | Allene Diaz | $82,500 | $208,487(3) | $240,293 | — | $531,280 | | Michael Hayden | $80,000 | $208,487(2) | $240,293 | — | $528,780 | | Joan Herman | $92,500 | $208,487 | $240,293 | — | $541,280 | | Joseph Klein, III | $95,000 | $208,487(2) | $240,293 | — | $543,780 | | Joseph Loscalzo | $120,000 | $208,487(2) | $240,293 | — | $568,780 | | B. Lynne Parshall | $90,000 | $208,487 | $240,293 | — | $538,780 | | Joseph H. Wender | $150,000 | $208,487 | $240,293 | — | $598,780 | | Michael Yang | $70,000 | $208,487(3) | $240,293 | — | $518,780 |
Director Compensation for Fiscal 2025
| (1) Amounts represent the aggregate expense recognized for financial statement reporting purposes in accordance with ASC 718 for stock and option awards granted to the directors. ASC 718 expense for the option awards is based on the fair value of the awards on the date of grant using an option-pricing model. The fair value of RSUs is based on the market price of our common stock on the date of grant. For more information, please see Note 8, Stockholders’ Equity, of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025 regarding assumptions underlying valuation of equity awards. |
Director Compensation for Fiscal 2025
| (2) Director has elected to defer the release of these shares until 30 days following separation from service to the Company. |
Director Compensation for Fiscal 2025
| (3) Director has elected to defer the release of these shares until the earliest of the fifth anniversary of the vesting date or 30 days following separation from service to the Company. |
Director Compensation for Fiscal 2025
| | 82 |
Outstanding Equity Awards at Fiscal Year-End – Directors
Outstanding Equity Awards at Fiscal Year-End – Directors The following table shows for the fiscal year ended December 31, 2025, certain information regarding outstanding awards at fiscal year-end of all our non-employee directors:
Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025
| | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested(2)(3) | Market Value of Shares or Units of Stock that Have Not Vested(4) | | Spencer R. Berthelsen | 7/1/2016 | 16,000 | — | $24.42 | 6/30/2026 | 5,220 | $412,954 | | | 7/3/2017 | 16,000 | — | $52.22 | 7/2/2027 | | | | | 7/2/2018 | 16,000 | — | $42.88 | 7/1/2028 | | | | | 7/1/2019 | 16,000 | — | $64.80 | 6/30/2029 | | | | | 7/1/2020 | 12,000 | — | $60.20 | 6/30/2030 | | | | | 7/1/2021 | 12,000 | — | $40.05 | 6/30/2031 | | | | | 7/1/2022 | 12,000 | — | $38.06 | 6/30/2032 | | | | | 7/3/2023 | 10,321 | — | $41.08 | 7/2/2033 | | | | | 7/1/2024 | 10,111 | — | $47.11 | 6/30/2034 | | | | | 7/1/2025 | — | 11,518 | $39.94 | 6/30/2035 | | | | Allene M. Diaz | 7/1/2021 | 18,000 | — | $40.05 | 6/30/2031 | 5,220(5) | $412,954 | | | 7/1/2022 | 12,000 | — | $38.06 | 6/30/2032 | | | | | 7/3/2023 | 10,321 | — | $41.08 | 7/2/2033 | | | | | 7/1/2024 | 10,111 | — | $47.11 | 6/30/2034 | | | | | 7/1/2025 | — | 11,518 | $39.94 | 6/30/2035 | | | | Michael R. Hayden | 9/20/2018 | 32,000 | — | $50.80 | 9/19/2028 | 9,897(6) | $782,952 | | | 7/1/2019 | 16,000 | — | $64.80 | 6/30/2029 | | | | | 7/1/2020 | 12,000 | — | $60.20 | 6/30/2030 | | | | | 7/1/2021 | 12,000 | — | $40.05 | 6/30/2031 | | | | | 7/1/2022 | 12,000 | — | $38.06 | 6/30/2032 | | | | | 7/3/2023 | 10,321 | — | $41.08 | 7/2/2033 | | | | | 7/1/2024 | 10,111 | — | $47.11 | 6/30/2034 | | | | | 7/1/2025 | — | 11,518 | $39.94 | 6/30/2035 | | | | Joan E. Herman | 7/1/2019 | 16,000 | — | $64.80 | 6/30/2029 | 5,220 | $412,954 | | | 7/1/2020 | 12,000 | — | $60.20 | 6/30/2030 | | | | | 7/1/2022 | 12,000 | — | $38.06 | 6/30/2032 | | | | | 7/3/2023 | 10,321 | — | $41.08 | 7/2/2033 | | | | | 7/1/2024 | 10,111 | — | $47.11 | 6/30/2034 | | | | | 7/1/2025 | — | 11,518 | $39.94 | 6/30/2035 | | | | Joseph Klein, III | 7/2/2018 | 4,000 | — | $42.88 | 7/1/2028 | 13,976(7) | $1,105,641 | | | 7/1/2019 | 16,000 | — | $64.80 | 6/30/2029 | | | | | 7/1/2021 | 12,000 | — | $40.05 | 6/30/2031 | | | | | 7/1/2022 | 12,000 | — | $38.06 | 6/30/2032 | | | | | 7/3/2023 | 10,321 | — | $41.08 | 7/2/2033 | | | | | 7/1/2024 | 10,111 | — | $47.11 | 6/30/2034 | | | | | 7/1/2025 | — | 11,518 | $39.94 | 6/30/2035 | | |
Outstanding Equity Awards as of December 31, 2025
| | 83 |
Outstanding Equity Awards as of December 31, 2025
| | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested(2)(3) | Market Value of Shares or Units of Stock that Have Not Vested(4) | | Joseph Loscalzo | 7/2/2018 | 16,000 | — | $42.88 | 7/1/2028 | 5,220(5) | $412,954 | | | 7/1/2019 | 16,000 | — | $64.80 | 6/30/2029 | | | | | 7/1/2020 | 12,000 | — | $60.20 | 6/30/2030 | | | | | 7/1/2021 | 12,000 | — | $40.05 | 6/30/2031 | | | | | 7/1/2022 | 12,000 | — | $38.06 | 6/30/2032 | | | | | 7/3/2023 | 10,321 | — | $41.08 | 7/2/2033 | | | | | 7/1/2024 | 10,111 | — | $47.11 | 6/30/2034 | | | | | 7/1/2025 | — | 11,518 | $39.94 | 6/30/2035 | | | | B. Lynne Parshall | 7/2/2018 | 16,000 | — | $42.88 | 7/1/2028 | 5,220 | $412,954 | | | 7/1/2019 | 16,000 | — | $64.80 | 6/30/2029 | | | | | 7/1/2020 | 12,000 | — | $60.20 | 6/30/2030 | | | | | 7/1/2021 | 12,000 | — | $40.05 | 6/30/2031 | | | | | 7/1/2022 | 12,000 | — | $38.06 | 6/30/2032 | | | | | 7/3/2023 | 10,321 | — | $41.08 | 7/2/2033 | | | | | 7/1/2024 | 10,111 | — | $47.11 | 6/30/2034 | | | | | 7/1/2025 | — | 11,518 | $39.94 | 6/30/2035 | | | | Joseph H. Wender | 7/3/2017 | 16,000 | — | $52.22 | 7/2/2027 | 5,220 | $412,954 | | | 7/2/2018 | 16,000 | — | $42.88 | 7/1/2028 | | | | | 7/1/2019 | 16,000 | — | $64.80 | 6/30/2029 | | | | | 7/1/2020 | 12,000 | — | $60.20 | 6/30/2030 | | | | | 7/1/2021 | 12,000 | — | $40.05 | 6/30/2031 | | | | | 7/1/2022 | 12,000 | — | $38.06 | 6/30/2032 | | | | | 7/3/2023 | 10,321 | — | $41.08 | 7/2/2033 | | | | | 7/1/2024 | 10,111 | — | $47.11 | 6/30/2034 | | | | | 7/1/2025 | — | 11,518 | $39.94 | 6/30/2035 | | | | Michael J. Yang | 12/14/2023 | 8,238 | 4,118 | $49.82 | 12/14/2033 | 9,080(8) | $718,319 | | | 7/1/2024 | 10,111 | — | $47.11 | 6/30/2035 | | | | | 7/1/2025 | — | 11,518 | $39.94 | 6/30/2034 | | |
Outstanding Equity Awards as of December 31, 2025
| (1) 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 from 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 vest 100% on either (a) the annual anniversary of the date of grant, or (b) the next regularly scheduled annual meeting of stockholders, whichever occurs earlier. |
Outstanding Equity Awards as of December 31, 2025
| (2) The RSUs were granted out of our Non-Employee Directors’ Stock Option Plan. Initial RSUs granted upon commencement of Board service from 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 vest 100% on either (a) the annual anniversary of the date of grant, or (b) the next regularly scheduled annual meeting of stockholders, whichever occurs earlier. |
Outstanding Equity Awards as of December 31, 2025
| (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. |
Outstanding Equity Awards as of December 31, 2025
| | 84 |
Outstanding Equity Awards as of December 31, 2025
| (4) Market value of stock awards was determined by multiplying the number of unvested shares by $79.11, which was the closing market price of our common stock on the Nasdaq Global Select Market on December 31, 2025, the last trading day of fiscal year 2025. |
Outstanding Equity Awards as of December 31, 2025
| (5) Director has elected to defer the release of the shares until the earliest of the fifth anniversary of the vesting date or 30 days following separation from service to the Company. |
Outstanding Equity Awards as of December 31, 2025
| (6) Director has elected to defer release of 4,677 of these shares until 30 days following separation from service to the Company. |
Outstanding Equity Awards as of December 31, 2025
| (7) Director has elected to defer release of these shares until 30 days following separation from service to the Company. |
Outstanding Equity Awards as of December 31, 2025
| (8) Director has elected to defer release of 5,220 of these shares until the earliest of the fifth anniversary of the vesting date or 30 days following separation from service to the Company. |
Option Exercises and Stock Vested - Directors
Option Exercises and Stock Vested - Directors The following table shows for the fiscal year ended December 31, 2025, certain information regarding option exercises and stock awards vested during the last fiscal year with respect to our non-employee directors:
Option Exercises and Stock Vested in Fiscal 2025
Option Exercises and Stock Vested in Fiscal 2025
Option Exercises and Stock Vested in Fiscal 2025
| Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Spencer R. Berthelsen | — | — | 4,079 | $171,318 | | Allene M. Diaz | — | — | 4,079 | $171,318 | | Michael R. Hayden | — | — | 4,079 | $171,318 | | Joan E. Herman | 44,000 | $2,525,400 | 4,079 | $171,318 | | Joseph Klein, III | 40,000 | $2,072,480 | —(3) | —(3) | | Joseph Loscalzo | 32,000 | $1,226,240 | 4,079 | $171,318 | | B. Lynne Parshall | — | — | 4,079 | $171,318 | | Joseph H. Wender | 16,000 | $390,720 | 4,079 | $171,318 | | Michael J. Yang | — | — | 6,010 | $235,447 |
Option Exercises and Stock Vested in Fiscal 2025
| (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. |
Option Exercises and Stock Vested in Fiscal 2025
| (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. |
Option Exercises and Stock Vested in Fiscal 2025
| (3) Mr. Klein elected to defer release of these shares until 30 days following separation from service to the Company. |
CEO Pay Ratio
CEO Pay Ratio Under SEC rules, we disclose below the annual total compensation of our median employee, and the ratio of the annual total compensation of our CEO compared to the annual total compensation of our median employee (“CEO Pay Ratio”). We identified our median employee for 2024 using the following methodology:
CEO Pay Ratio
| • | We included all employees of Ionis who were employed by us on December 31, 2024. |
CEO Pay Ratio
| | 86 |
CEO Pay Ratio
| • | We identified our median employee from this employee population based on the W-2 income for 2024. We did not annualize any of these amounts. |
CEO Pay Ratio
We used the same median employee identified for 2024 to calculate our CEO Pay Ratio for 2025 because there was no significant change to our employee population or employee compensation arrangements in 2025. Using this approach, we calculated the annual total compensation of this employee for 2025 in accordance with the requirements of the Summary Compensation Table. For 2025, the median annual total compensation of our employees (other than our CEO) was $304,680 and the annual total compensation of our CEO, as reported in the Summary Compensation Table included in this Proxy Statement, was $13,350,777. Based on this information, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was approximately 44 to 1. The CEO Pay Ratio above represents our reasonable estimate calculated in a manner consistent with SEC rules and applicable guidance. SEC rules and guidance provide significant flexibility in how companies identify the median employee, and each company may use a different methodology and make different assumptions particular to that company. As a result, and as explained by the SEC when it adopted these rules, in considering the pay ratio disclosure, stockholders should keep in mind that the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures. Currently, neither the Compensation Committee nor our management uses the CEO Pay Ratio described above to make compensation decisions.
CEO Pay Ratio
| | 87 |