Allene M. Diaz
IONIS PHARMACEUTICALSAbout Allene M. Diaz
Independent non-employee director of Ionis Pharmaceuticals since June 2021; age 60 as of March 1, 2025 . Background spans commercial strategy, product development, market access, and portfolio management at GSK, TESARO, Merck Serono/EMD Serono, and earlier roles at Pfizer, Parke-Davis, Biogen, and Amylin; currently Senior Advisor to Bain Capital Life Sciences (since 2022) and runs AMD Consulting (since 2020) . Affirmatively determined independent under Nasdaq/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GlaxoSmithKline | SVP, R&D Portfolio Management | Sep 2019 – Jun 2020 | Portfolio management leadership |
| TESARO Inc. | SVP, Global Commercial Development & Program Strategy | May 2015 – Aug 2019 | Commercial strategy/program leadership |
| Merck Serono / EMD Serono (Merck KGaA) | Various commercial leadership roles | Prior to 2015 | Commercial leadership |
| Pfizer; Parke-Davis; Biogen; Amylin | Management/operating/sales/medical affairs | Early career | Multiple product launches/commercialization |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bain Capital Life Sciences | Senior Advisor | Since 2022 | Advisory role |
| AMD Consulting | Principal | Since 2020 | New product strategy/portfolio management |
| Mersana Therapeutics (public) | Director | Since Mar 2021 | Current board |
| Allena Pharmaceuticals (public) | Director | Apr 2019 – Sep 2022 | Prior board |
| BCLS Acquisition Corp (public SPAC) | Director | Oct 2020 – Oct 2022 | Prior board |
| Erytech Pharma SA (public) | Director | Sep 2016 – Sep 2019 | Prior board |
Board Governance
- Committees: Audit Committee member (not Chair) and Compliance Committee member; Audit Committee report lists membership (Chair: Joseph Klein; members include Diaz and Joan Herman) .
- Independence: Board affirmatively determined Diaz is independent; only Parshall and Monia are non-independent .
- Attendance: Board met four times in 2024; each director attended ≥75% of meetings and Diaz is listed as having attended the 2024 Annual Meeting .
- Executive sessions: Independent directors met in executive session four times in 2024 .
- Tenure/term: Director since June 2021; nominated for re-election in 2025 to serve through the 2028 Annual Meeting .
Fixed Compensation
| Component | Diaz (2024) | Notes |
|---|---|---|
| Base annual cash retainer | $60,000 | Standard director retainer |
| Committee membership fees | Included in cash | Audit ($12,000), Compliance ($10,000) for members; annual role-based schedule shown |
| Total cash earned (2024) | $82,000 | Diaz cash compensation |
Performance Compensation
| Equity Award | Grant Date | Quantity | Strike/Value | Vesting/Terms |
|---|---|---|---|---|
| Stock Options | Jul 1, 2024 | 10,111 | $47.11/sh | Vests on earlier of 1-year or next annual meeting |
| RSUs | Jul 1, 2024 | 4,079 | Grant-date fair value included below | Same vest schedule as options |
| Options (outstanding) | Various | 18,000; 12,000; 10,321 exercisable; 10,111 unexercisable | Prior grants at $40.05, $38.06, $41.08; new at $47.11 | See detailed outstanding table |
| Director Equity Value Mix (2024) | Diaz | Notes |
|---|---|---|
| RSU grant-date fair value | $192,162 | ASC 718 fair value |
| Option grant-date fair value | $277,771 | ASC 718 fair value |
| Total equity (2024) | $469,933 | Sum of RSU + option fair values |
| Performance Metrics Used in Director Compensation | Status |
|---|---|
| TSR, revenue, ESG targets | None (director awards are time-based; no performance linkage) |
Other Directorships & Interlocks
- Current public board: Mersana Therapeutics .
- Prior public boards: Allena Pharmaceuticals; BCLS Acquisition Corp; Erytech Pharma SA .
- Interlocks/transactions: No related-party transactions disclosed involving Diaz; Board independence review notes no disqualifying relationships for independent directors .
Expertise & Qualifications
- Deep product development, commercialization, market access, and portfolio management expertise; multiple launches across therapeutic areas .
- Governance and public company board experience through multiple boards; relevant commercial strategy expertise for Ionis’ transition to commercial stage .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (3/31/2025) | 56,037 shares; <1% | Less than one percent of 159,041,259 outstanding |
| Options exercisable by 5/30/2025 | 40,321 | Footnote (10) |
| Unexercisable options (12/31/2024) | 10,111 | New 2024 grant |
| Unvested RSUs (12/31/2024) | 4,079 | New 2024 grant |
| Ownership guideline (directors) | 5x base annual retainer | Company policy |
| Compliance status (3/31/2025) | In compliance | All non-employee directors except Mr. Yang met guidelines |
| Pledging/hedging | Prohibited | Anti-hedging/anti-pledging policy |
Insider Trades
| Item | Status |
|---|---|
| Section 16 compliance (2024) | All officers/directors complied; exceptions were late filings by Jenne (new hire option grant) and Geary (sale under 10b5-1). No exceptions listed for Diaz . |
Governance Assessment
- Strengths: Independent director; dual service on Audit and Compliance (enhanced oversight of financial reporting, internal controls, cyber, and healthcare compliance); strong attendance; equity ownership guideline compliance; time-based equity avoids misaligned incentives .
- Compensation alignment: Balanced cash/equity with annual caps and no perquisites or tax gross-ups; director annual equity kept under $450k cap; deferral program available for RSUs, indicating governance discipline .
- Risks/Red flags: Multiple external affiliations (Bain Capital LS advisor; external boards) warrant monitoring for potential conflicts, though no related-party transactions disclosed and Board independence affirmed; director awards are not performance-linked (typical for directors) .
- Shareholder sentiment: Strong say-on-pay support (96% approval in 2024), indicative of investor confidence in compensation governance framework (board oversight includes Audit and Compensation committees) .
Net takeaway: Diaz’s Audit and Compliance committee roles, independence, and consistent attendance support board effectiveness. Compensation and ownership policies indicate alignment; no disclosed related-party exposure. Monitor external advisory/board roles for future interlocks.