Perquisites
We are committed to using stockholder money responsibly, to building stockholder value and ensuring our
processes are entirely transparent. As a result, Isis’ policies do not provide for perquisites for any employees,
including our executive officers.
Retirement &Other Benefits
We maintain a highly competitive position with regard to the benefits offered to all regular employees,
including our executive officers. These benefits include medical, dental and vision insurance, EAP/WorkLife,
basic life insurance, short-term disability/sick pay, long-term disability, vacation, holidays, a 401(k) plan with
employer match, an ESPP andAccidental Death &Dismemberment (AD&D) insurance.
Recognizing that health care costs constitute a greater fraction of disposable income for lower paid
employees, we have a progressive contribution premium for our health care benefits, which means the more
money an Isis employee makes, the more he or she contributes to the costs of his or her family’s health care.
Retention and Change of Control Agreements
We designed our retention agreements for our CEO and COO and the related severance compensation
provisions to meet the following objectives:
Change in Control.
As part of our normal course of business and as a result of our business strategy, 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
pages 116 and 117, we provide a component of severance compensation for our CEO and COO to promote their
ability to act in the best interests of our stockholders even though they could be terminated as a result of the
transaction.
Termination without Cause.
If we terminate the employment of our COO ‘‘without cause’’we will pay her
the benefits described under ‘‘Post-Employment Compensation – Retention and Change of Control Agreements.’’
This agreement provides us with more flexibility to make a change in senior management if such a change is in
our and our stockholders’ best interests.
2014 Say-on-Pay Vote
We value the feedback our stockholders provide regarding executive compensation. As such, we are
committed to providing our stockholders the opportunity for a ‘‘Say-on-Pay’’ vote annually.
In 2014 we asked our stockholders to provide a non-binding approval regarding our executive officer
compensation for the previous year. This proposal, commonly known as a ‘‘Say-on-Pay’’ proposal, gave our
stockholders the opportunity to express their views on the compensation paid to our NEOs. At our 2014Annual
Meeting of Stockholders, we received an advisory vote in favor of our executive compensation by over 98%of
the shares voted at the meeting.
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