Elizabeth L. Hougen
IONIS PHARMACEUTICALSAbout Elizabeth L. Hougen
Executive Vice President, Finance and Chief Financial Officer of Ionis Pharmaceuticals since April 2020; previously SVP, Finance & CFO (2013–2020), VP Finance & Chief Accounting Officer (2007–2012), and VP Finance (2000–2007). Prior to Ionis, she was Executive Director, Finance and CFO at Molecular Biosystems, Inc. She holds a B.A. in Business from Franklin & Marshall College and an MBA from the University of San Diego . 2024 performance context: Ionis delivered $705M revenue, ended with $2.3B cash, and achieved a 125% Company Performance Factor for executive bonuses; one‑year relative TSR ranked ~34th percentile for 2024 PRSU measurement .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ionis Pharmaceuticals | EVP, Finance & CFO | 2020–present | Led finance through commercialization; raised guidance in 2025 reflecting TRYNGOLZA momentum and path to cash flow breakeven . |
| Ionis Pharmaceuticals | SVP, Finance & CFO | 2013–2020 | Finance leadership during pipeline scaling and partnerships . |
| Ionis Pharmaceuticals | VP Finance; VP Finance & Chief Accounting Officer | 2000–2012 | Built FP&A and controls for platform expansion . |
| Molecular Biosystems, Inc. | Executive Director, Finance & CFO | pre‑2000 | Public biotech CFO experience prior to joining Ionis . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Artiva Biotherapeutics | Director; Audit Committee Chair | 2021–present | Board member and audit chair . |
Fixed Compensation
Multi-year cash compensation overview.
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 584,480 | 612,243 | 700,000 |
| Target Bonus % (MBO) | 40% EVP level | 40% EVP level | 40% EVP level |
| Actual Bonus ($) | 379,912 | 514,284 | 437,500 (CPF 125%, IPF 125%) |
Notes: MBO formula = Base × Target % × Company Performance Factor × Individual Performance Factor; awards can be zero; CPF/IF maxima 200%/160% .
Performance Compensation
2024 equity grants and mechanics.
| Grant Type | Shares/Units | Exercise Price | Vesting | TSR Metric |
|---|---|---|---|---|
| Stock Options | 43,200 | $52.87 | 4-year; 25% at 1 year, then 2.08% monthly; 10-year term (post-2022) | |
| RSUs | 32,400 | — | 25% per year over 4 years | |
| PRSUs (Target) | 13,500 (threshold 6,750; max 27,000) | — | Single cliff at 3 years; payout 0–200% based on relative TSR vs NBI peers; negative TSR caps at 100% | |
| PRSU Weighting | 20% of total annual equity for non-CEO execs | — | — | TSR thresholds: 25th=50%, 50th=100%, 60th=125%, 75th=150%, 90th=200% |
Recent PRSU payout (2022 grant): 3-year performance earned 150% of target; Hougen received 4,138 shares .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 338,774 shares; includes 228,274 options currently exercisable on/before May 30, 2025; <1% of outstanding |
| Unvested RSUs (by grant) | 6,782 (2021), 8,279 (2022), 14,595 (2023), 32,400 (2024); market value shown in proxy |
| Outstanding PRSUs (threshold counts) | 1,379 (2022), 4,054 (2023), 6,750 (2024) |
| Unexercisable Options (examples) | 1,272 (2021 grant), 8,969 (2022), 13,513 (2023), 43,200 (2024) |
| Ownership Guidelines | Executives must hold ≥2× base salary; as of Mar 31, 2025, all executive officers except Baroldi, Devers, Jenne, and Monia met guidelines (Hougen compliant) |
| Hedging/Pledging | Strictly prohibited for all officers; anti-hedging and anti-pledging policy in effect |
| Trading Plans | Officers must use Rule 10b5-1 plans for trades; no discretionary trading outside plan (ESPP exceptions) |
Employment Terms
Severance Benefit Plan economics and change-in-control (double-trigger).
| Scenario | Cash | Bonus | Equity | Health |
|---|---|---|---|---|
| Non‑CIC termination (without cause / good reason) | Lump sum monthly base salary × 12 months for EVPs | — | Acceleration of options/RSUs that would vest within 12 months | Medical/dental coverage for 12 months |
| CIC termination (within −3/+12 months window; termination required) | Lump sum monthly base salary × 18 months for EVPs | Target bonus paid | Full acceleration of options/RSUs | Medical/dental coverage for 18 months |
| Estimated Payouts (Dec 31, 2024) | Non‑CIC: $740,433 | CIC: $1,530,649 | Included in totals above per plan terms | Included in totals above per plan terms |
Other terms: No tax gross-ups; Section 409A timing adjustments; release required; clawback policy aligned with SEC/Nasdaq Rule 10D‑1 (recoup incentive comp post-restatement regardless of fault) .
Compensation Structure Analysis
- Mix and alignment: Hougen’s 2024 pay mix was 14% salary, 9% at-risk cash, 56% time-based equity, 21% PRSUs tied to relative TSR; PRSUs set at 20% of total equity for non-CEO executives, with higher max threshold (90th percentile) instituted in 2023 to strengthen pay-for-performance .
- Cash bonus governance: 2024 Company Performance Factor set at 125% based on exceeding revenue, operating loss, net income, and cash guidance, and significant commercial/regulatory progress; Individual Performance Factor set at 125% for Hougen (resulting bonus $437,500) .
- Equity dilution control: Equity burn rate budget averaged ~2.35% of outstanding shares over past three years; 2024 awards represented ~2.07% of outstanding shares, below peer average (~3%) .
- Say‑on‑pay: 2024 advisory approval ~96%, indicating strong shareholder support for compensation program .
Performance Compensation
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| MBO (cash) | N/A (at-risk) | EVP target 40% of base | CPF 125%, IPF 125% → $437,500 bonus | Paid annually (earned in 2024, paid Jan 2025) |
| PRSU (relative TSR vs NBI peers) | 20% of equity for EVPs | 50th percentile = 100% payout | 2022 grant paid 150% at 77th percentile; 2024 TSR percentile ≈34th (context for cycle) | Single 3-year cliff (grants 2023+); older grants had tranches + alternative calc |
| Options | Part of remaining equity | — | Value contingent on stock price; 10-year term for grants 2022+ | 25% at year 1; then monthly 2.08% |
| RSUs | Part of remaining equity | — | Value fluctuates with stock price | 25% per year over 4 years |
Investment Implications
- Alignment: Strong governance (no hedging/pledging), mandatory 10b5‑1 trading, clawback policy, and ownership guideline compliance reduce misalignment and trading risk for a CFO .
- Retention vs pressure: Hougen has substantial unvested RSUs and outstanding options across 2021–2024 vintages, implying ongoing vest-driven supply; however, trading is constrained to pre‑set plans, and equity vests are staggered, moderating near-term selling pressure .
- Pay-for-performance: Increased PRSU rigor (90th percentile max) and TSR caps in down markets strengthen alignment; 2024 bonuses reflected concrete operational wins (commercial launch, revenue beat, cash discipline), suggesting compensation tracks execution rather than easy targets .
- Change-in-control economics: Double-trigger structure with 18 months cash/health and full acceleration under CIC provides moderate protection; estimated CIC payout of ~$1.53M is proportionate and lacks tax gross-ups, limiting shareholder-unfriendly features .
Key 2024 achievements underpinning compensation outcomes: fully integrated commercial transition; TRYNGOLZA U.S. launch; WAINUA commercial/regulatory progress; pipeline advances; revenue $705M and cash $2.3B; CPF set at 125% **[874015_0001140361-25-015771_ny20041859x1_def14a.htm:53]** **[874015_0001140361-25-015771_ny20041859x1_def14a.htm:54]** **[874015_0001140361-25-015771_ny20041859x1_def14a.htm:71]**.