Compensation Overview and the Role of the Compensation Committee
We have designed our executive compensation program to attract and retain executives who can help us
meet our business objectives and to motivate our executives to enhance long-term stockholder value. The
Compensation Committee of the Board of Directors, with input from an independent compensation consultant,
manages and oversees our executive compensation program. At the end of each year, and as otherwise required,
the Compensation Committee approves the total compensation for each of our executive officers. In addition, the
full Board of Directors reviews and approves the Compensation Committee’s recommendations regarding the
compensation of executive officers.
The Compensation Committee’s responsibilities include:
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reviewing and approving overall compensation strategy;
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reviewing and approving corporate performance goals and objectives relevant to the compensation of
our executive officers;
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evaluating and recommending to the Board the compensation plans and programs advisable for Isis, as
well as modifying or terminating existing plans and programs;
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establishing policies with respect to stock compensation arrangements;
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reviewing and approving compensation arrangements for our executive officers, including our Chief
Executive Officer;
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reviewing and approving compensation arrangements for our Directors;
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administering our stock-based awards and ESPP;
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evaluating risks associated with our compensation policies and practices and assessing whether these
risks are reasonably likely to have a material adverse effect on us;
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selecting and retaining a qualified, independent compensation consultant;
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performing other functions as may be necessary or convenient in the efficient discharge of the
foregoing; and
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reporting to the Board of Directors from time to time, or whenever it is called upon to do so.
As the SEC continues to adopt the final rules implementing and defining the Dodd-Frank legislation, Isis’
management and the Compensation Committee will:
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monitor the SEC’s adoption of the final rules and definitions; and
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adjust Isis’ compensation policies as necessary to satisfy the new rules.
Independent Compensation Consultant
The Compensation Committee has the authority and budget to hire an independent compensation consultant
as it deems necessary. The Compensation Committee has retained Barney &Barney LLC as its independent
compensation consultant. Barney &Barney LLC primarily provided the Compensation Committee advice in the
following areas:
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selecting the 2014 Executive Peer Group;
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evaluating the pay mix for our named executive officers; and
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evaluating short-term and long-term incentives for our executive officers.
Barney &Barney LLC did not provide any additional services to us or our affiliates.
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