Our executive officers and members of our Board of Directors must hold the shares issued under their RSUs
until they have met an ownership guideline and all employees must hold shares purchased under our ESPP for
six months.
In February 2013, our Compensation Committee and our Board approved stock ownership and holding
guidelines for our executive officers and members of the Board. These guidelines require our executive officers
and non-employee Board members to hold the shares they receive under their RSU awards until they achieve the
guidelines or no longer serve the Company. Shares sold or surrendered to pay for withholding taxes associated
with the RSU awards are exempt from these holding requirements.
The table below indicates the stock ownership guidelines for our executive officers and Board members:
Executive Officer/Director
StockOwnershipGuideline
(as amultiple of base salary/annual cash retainer)
CEO
(1)
3 times Base Salary
COO
2 times Base Salary
All other executive officers
1 times Base Salary
Non-employee Directors
4 times Annual Cash Retainer
(1) Dr. Crooke currently meets these ownership guidelines.
In addition, our ESPP has a six month minimum holding period for shares purchased under the ESPP.
Dr. Crooke currently holds approximately 725,000 shares of our common stock and has held these shares
throughout his 25-year tenure. As of December 31, 2014, Dr. Crooke’s holding represented approximately 55
times his Base Salary.
We have a recoupment/‘‘clawback’’ policy.
If we are required to prepare an accounting restatement due to
the material noncompliance of Isis, as a result of misconduct, with any financial reporting requirement under the
securities laws, Isis’ Chief Executive Officer and Chief Financial Officer shall reimburse Isis for:
•
any bonus or other incentive-based or equity-based compensation received by that person from Isis
during the 12-month period following the first public issuance or filing with the SEC (whichever first
occurs) of the financial document embodying such financial reporting requirement; and
•
any profits realized from such executive’s sale of Isis’ securities during that 12-month period.
The SECmay exempt any person from the application of this executive recoupment policy, as it deems
necessary and appropriate.
In addition, if and when the SEC adopts implementing regulations under Section 954, ‘‘Recovery of
ErroneouslyAwarded Compensation’’ under The Dodd-FrankWall Street Reform and Consumer ProtectionAct,
our Nominating, Governance and ReviewCommittee will promptly adopt appropriate updates to this policy to
comport with such implementing regulations.
We explicitly prohibit employees from ‘‘shorting’’ and hedging against our stock and pledging our stock.
To
help avoid situations in which our employees may benefit from transactions that harm our stockholders, 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. In addition,
we specifically prohibit all of our employees from pledging our stock and trading derivative instruments based
on our common stock (e.g. put or call options for our stock).
10b5-1 plan required for executive officers and vice presidents.
We have a Rule10b5-1 trading program. Our
Rule 10b5-1 trading program allows our executive officers, vice presidents and other employees, to establish
plans that permit prearranged future sales of his or her stock when there is no material non-public information
available. We do not allow our executive officers or vice presidents to buy or sell our stock outside of the
Rule 10b5-1 trading program except for purchases of our stock under our ESPP (but not subsequent sales of the
stock) and transactions that are automatically effected by Isis’ stock administrator in connection with the vesting
and release of RSUs.
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