Isis Pharmaceuticals, Inc. Form 10K - page 106

Performance MBOs have a maximum limit.
PerformanceMBOs are limited by a maximumCompany
Performance Factor, maximum Individual Performance Factor and Target MBO Percentage:
We have a maximumCompany Performance Factor of 200% and a maximum Individual Performance
Factor of 160%. This range represents the boundary conditions for our Performance Factors and
ensures we reward our employees consistent with Isis’ success.
We base Target MBO Percentages on position levels within Isis. The Target MBO percentages for 2014
were: Directors 15%; Executive Directors 20%; Vice Presidents 25%or 30%; Senior Vice Presidents
35%, COO 45%; and CEO 60%.
An individual’s Target MBO percentage does not change unless he or she changes position level or the
Compensation Committee sets a new target for that level. The table below summarizes the minimum and
maximumMBO for 2014 as a percentage of salary:
Name
MinimumMBO
Percentage of Salary
MaximumMBO
Percentage of Salary
Stanley T. Crooke . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0%
192%
Elizabeth L. Hougen . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0%
112%
B. Lynne Parshall . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0%
144%
Richard Geary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0%
112%
Brett Monia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0%
112%
The Compensation Committee sets the Company Performance Factor based on the following process:
Isis’ achievement of the approved corporate objectives for the year. At the end of each year, the
Compensation Committee meets to evaluate Isis’ overall performance. As described below in the chart
called ‘‘Evaluation of 2014 Corporate Objectives,’’ the Compensation Committee measures Isis’
performance based upon the achievement of goals that were set at the beginning of the year and agreed
upon by our Board and upper management.
In addition, the Compensation Committee considers our one-, three- and five-year total stockholder
returns, and based on these returns may reduce the Individual Performance Factors for our executive
officers.
The Compensation Committee then reviews the Company Performance Factor history from the prior
ten years to form a comparison for our current year’s successes and/or failures.
Finally, the Compensation Committee approves each executive officer’s Individual Performance Factor
based on the individual’s performance.
Once the Compensation Committee has determined the elements of the formula above, we use that formula
to calculate each executive officer’s PerformanceMBO.
Evaluation of 2014 Corporate Objectives
. On December 16, 2014, the Compensation Committee completed
its evaluation of the Company’s performance against the 2014 Corporate Objectives.
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