Isis Pharmaceuticals, Inc. Form 10K - page 108

UnplannedAccomplishments for 2014
10 Isis successfully completed an offering of $500 million aggregate principal amount of Convertible Senior Notes
due 2021 in a private placement. Isis used a significant amount of the net proceeds from the offering to repurchase
a large portion of its 2 ¾%Convertible Senior Notes due 2019.
11 Isis appointed Paula Soteropoulos as president and chief executive officer of Akcea Therapeutics.
12 Isis strengthened its management teamwith the addition of Sarah Boyce as chief business officer.
13 Isis published the Phase 2 clinical data of ISIS-APOCIII
Rx
in patients with familial chylomicronemia in the New
England Journal of Medicine.
14 Isis published the Phase 2 clinical data of ISIS-FXI
Rx
in the NewEngland Journal of Medicine.
15 Isis formed an alliance withAstraZeneca to discover and develop novel delivery methods for antisense
oligonucleotides.
16 Isis generated cash from the sale of stock Isis owned in its satellite company partners of more than $25 million,
including more than $20 million from the sale of Regulus stock.
17 Isis favorably negotiated a tax benefit from the State of California Franchise Tax Board.
Once the Committee establishes the Company Performance Factor, the Committee next reviews individual
performance and sets each Executive Officer’s PerformanceMBO payout. The following table illustrates the
PerformanceMBOs approved for 2014 performance:
Name
Base Salary
Target
MBO%
Company
Performance
Factor
Individual
Performance
Factor
Resulting
Performance
MBO
Results
Considered
When
Setting
Individual
Performance
Factor
(1)
Stanley T. Crooke
(2)
. . . . . . . $ 768,252
60% 125% 125% $ 720,236
1-17
Elizabeth L. Hougen . . . . . . . $ 377,923
35% 125% 125% $ 206,677 2,3,7,8,10&15-17
B. Lynne Parshall
(2)
. . . . . . . . $ 664,029
45% 125% 125% $ 466,895
1-17
Richard S Geary . . . . . . . . . . $ 411,194
35% 125% 125% $ 224,872 1-6, 9, 13 & 14
Brett Monia . . . . . . . . . . . . . . $ 396,158
35% 125% 135% $ 233,981 1-5, 8, 9&13-15
(1) The numbers correspond to the enumerated objectives in the table entitled ‘‘Evaluation of 2014 Corporate Objectives’’ on pages 107
through 108. The Compensation Committee reviews the individual’s contribution towards the corporate objective when setting the
Individual Performance Factor.
(2) Since our CEO and COO are ultimately responsible for the Company’s performance, their Individual Performance Factors are usually
the same as the Company Performance Factor.
The Company Performance Factor reflects a decrease of 10 percentage points from the 2013 Company
Performance Factor of 135%, but reflects a very strong year of performance. As noted earlier, the corporate
objectives are set and approved by our Board at the beginning of each year. We ensure these objectives are
aggressive and we define excellent performance as a year in which we have met most of the objectives.
Stock Compensation
We use stock options and RSUs to give all employees, including Isis’
executive officers, an economic interest in the long-term appreciation of our
common stock. We believe awarding a combination of stock options and
RSUs provides a number of benefits. Stock options provide a way to align
employee interests with those of upper management and the stockholders
because as our stock price increases, so too does the employee’s
compensation. In 2012, we started granting RSUs as part of the annual merit
equity awards. RSUs are a strong retention vehicle for employees as the
RSUs vest in annual installments over four years and have value upon
vesting, but at the same time, require fewer shares than option awards.
Our StockAwards
reward performance and
incentivize long-term stock
appreciation and increased
stockholder returns.
108
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