B. Lynne Parshall

About B. Lynne Parshall

B. Lynne Parshall, age 70, has served on the Ionis Board since September 2000. She previously spent over 26 years as an Ionis executive, including Chief Operating Officer (2007–2018), Chief Financial Officer (1994–2012), Corporate Secretary through 2014, and Senior Strategic Advisor (2018–2022). She is CEO of Lyme Pinnacle Consulting and a former Cooley LLP partner. She holds NACD Directorship and Cybersecurity certifications, reflecting ongoing governance education and risk oversight focus .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Ms. Parshall is not independent due to her former Ionis employment and advisory role; she does not serve on independence-sensitive committees (Audit, Compensation, Nominating) .
• Committee assignments (2024): Chair, Compliance; Member, Finance. Not on Audit, Compensation, Nominating, or Medical & Science .
• Meetings/attendance (2024): Board met 4 times; each director attended at least 75% of Board and committee meetings; independent director executive sessions held 4 times .
• Committee activity (2024): Compliance (6 meetings), Finance (6), Audit (9), Compensation (8), Nominating (3), Medical & Science (4) .
• Leadership structure: Independent Lead Director (Wender) and separate Chair (Loscalzo) roles enhance oversight .

Fixed Compensation (Non‑Employee Director – 2024)

Ionis’s 2024 director cash structure: $60,000 base retainer; additional fees for roles (e.g., Compliance Chair $20,000; Finance committee member $10,000). Ms. Parshall’s actual cash comp of $90,000 aligns with base + chair + committee fees .

Performance Compensation (Equity) – 2024

• Annual grants (July 1, 2024): 10,111 stock options at $47.11 exercise price; 4,079 RSUs. Vest on the earlier of 1 year from grant or the next annual meeting. Awards were sized to stay within the $450,000 annual equity cap for directors .
• Recognized 2024 grant-date accounting expense: Stock awards $192,162; Option awards $277,771 (ASC 718) .
• Director equity is time-based (no performance metrics for directors). Vesting schedules for director options/RSUs are outlined in the Non‑Employee Directors’ Stock Option Plan and depend on grant date vintages; awards granted after June 1, 2023 vest 33.3% annually over three years for initial awards, while annual awards vest on the earlier of 1 year or the next annual meeting .

No performance-conditioned equity applies to non-employee directors; vesting is service-based per plan schedules .

Other Directorships & Interlocks

The proxy discloses no related-party transactions involving Ms. Parshall for 2024; the “Certain Relationships” section notes an employee spousal relationship for another executive, not involving Ms. Parshall .

Expertise & Qualifications

• 35 years structuring and negotiating strategic licensing and financing transactions in life sciences; service on multiple biotech boards .

• Prior COO/CFO experience at Ionis; American Bar Association member; NACD Directorship and Cybersecurity certifications (cyber expertise also noted at Board level) .

Equity Ownership

As of March 31, 2025, Ms. Parshall beneficially owned 165,586 Ionis shares, representing less than 1% of outstanding shares. This includes 78,321 options exercisable on or before May 30, 2025. Stock ownership guidelines require non‑employee directors to hold 5x the annual base retainer; as of March 31, 2025, all non‑employee directors except Mr. Yang met the guidelines (implying Ms. Parshall is in compliance). Anti‑hedging and anti‑pledging policies apply to directors .

Insider Transactions and Equity Vesting (FY2024)

Governance Assessment

• Strengths

  • Deep company-specific knowledge across finance, operations, and transactions; NACD certifications (including cybersecurity) bolster risk oversight. Committee placement (Compliance Chair; Finance member) leverages expertise without breaching independence requirements for Audit/Comp/Nominating .
  • Director pay is heavily equity-based (approx. $470k accounting expense vs. $90k cash in 2024), aligned with shareholder outcomes; equity awards constrained by a formal cap and benchmarked annually by an independent consultant (Aon) .
  • Stock ownership and holding guidelines in place; Ms. Parshall meets the requirement; robust anti‑hedging/anti‑pledging and clawback frameworks in effect (for officers) .
  • Broad shareholder support for executive compensation (96% “Say-on-Pay” in 2024) indicates general confidence in governance and pay practices .

• Risk Indicators and Mitigants

  • Not independent due to prior Ionis executive/advisory roles—this can raise concerns for board independence optics; mitigated by exclusion from Audit/Comp/Nominating committees, presence of an Independent Lead Director, and separation of Chair/CEO roles with regular executive sessions of independent directors .
  • Long tenure may be viewed as a potential entrenchment risk; however, committee structure and ongoing external board service/certifications provide fresh perspectives and continuous governance education .
  • No related‑party transactions or stock pledging disclosed for Ms. Parshall; hedging/pledging is prohibited for all directors .

• Compensation Structure Observations

  • Cash vs. equity mix signals strong alignment: $90,000 cash vs. $469,933 equity-related accounting expense in 2024; equity awards are time-based (no director performance metrics) and sized within a disclosed cap, reducing pay inflation risk .

Notes and References

• Director biography and roles/tenure .
• Committee assignments, independence determinations, meetings, executive sessions .
• Director compensation structure and 2024 grants/values .
• Outstanding awards and beneficial ownership details .
• Anti‑hedging/anti‑pledging and clawback framework .
• Stock ownership guidelines and compliance status .
• Say‑on‑Pay results .