Frank Bennett
IONIS PHARMACEUTICALSAbout Frank Bennett
Executive Vice President and Chief Scientific Officer at Ionis Pharmaceuticals; executive sponsor of the Board’s Medical and Science Committee . Recognized for 35 years of service in 2024 via the Commitment to Ionis Award, underscoring deep tenure and institutional knowledge . External leadership includes serving (not compensated) as Director and Chief Technical Officer at the n‑Lorem Foundation, a non-profit advancing RNA-targeted medicines for ultra-rare diseases . Company performance context during his recent tenure: 2024 revenue reached $705 million and year-end cash/short-term investments were $2.3 billion; executive pay programs emphasize long-term TSR-based PRSUs with tougher maximum thresholds (90th percentile) since 2023 and EVP-level cash MBO targets of 40% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ionis Pharmaceuticals | SVP, Research | 2013 | Senior R&D leadership; featured among executives in performance MBO evaluation (illustrates accountability to corporate objectives) . |
| Ionis Pharmaceuticals | EVP & Chief Scientific Officer | 2024–2025 (current) | Executive sponsor of the Medical & Science Committee, guiding key scientific and development issues . |
| Ionis Pharmaceuticals | Long-tenure recognition | 2024 | Commitment to Ionis Award of $35,000 for 35 years of service; signals retention and institutional expertise . |
External Roles
| Organization | Role | Disclosed Years | Notes |
|---|---|---|---|
| n‑Lorem Foundation | Director & Chief Technical Officer | 2021; 2023; 2025 | Non-profit role; no compensation from Ionis for this service . |
Fixed Compensation
| Element | Policy/Value | Notes |
|---|---|---|
| EVP Target MBO % | 40% | Applies to Executive Vice Presidents (EVPs); MBO awards are fully at-risk and formula-driven . |
| Company Performance Factor (Max) | 200% | Caps company multiplier in MBO formula . |
| Individual Performance Factor (Max) | 160% | Caps individual multiplier in MBO formula . |
| Perquisites | None | Company does not provide executive perquisites . |
| 401(k) Match | Up to $17,250 (2024) | 100% match of first 5% of compensation; applies to all employees . |
Performance Compensation
| Program | Metric/Structure | Target/Thresholds | Payout Mechanics |
|---|---|---|---|
| EVP MBO (cash, at-risk) | Base Salary × Target MBO % × Company Performance Factor × Individual Performance Factor | EVP Target MBO %: 40%; Company Max 200%; Individual Max 160% | Awards can be zero; committee may reduce factors based on 1-, 3-, 5-year TSR; 2024 Company Performance Factor set at 125% based on objective achievements . |
| PRSUs (from 2023 grants onward) | Relative TSR vs peer group over single 3-year period | Threshold 25th percentile = 50%; Target 50th = 100%; 60th = 125%; 75th = 150%; Maximum 90th = 200% | No guaranteed vest; if TSR is negative over the period, payout capped at 100% even if percentile >50th . |
| Options/RSUs (time-based) | Vesting schedules | Options: 25% at year 1, then 2.08% monthly for 36 months; RSUs: 25% per year over 4 years | Designed for retention and alignment; exec officers collectively had 637,243 options expire underwater over the last three years (illustrates no repricing and performance linkage) . |
Equity Ownership & Alignment
| Topic | Detail | Implication |
|---|---|---|
| Ownership Guidelines (Executives) | 2× base salary for all non-CEO executive officers | Strong alignment via required holdings. |
| Compliance Status (as of 3/31/2025) | All executive officers met guidelines except Mr. Baroldi, Ms. Devers, Mr. Jenne, and Dr. Monia (Bennett not listed among exceptions) | Bennett meets ownership requirement, reinforcing alignment. |
| Hedging/Pledging | Explicitly prohibited for all directors and employees | Reduces misalignment and leverage risk. |
| Rule 10b5‑1 Plans | Required for executive officers and VPs; no discretionary trades outside plans (except ESPP purchases and automatic RSU/PRSU releases) | Systematic selling reduces headline risk, informs trading pattern analysis. |
| Historical Beneficial Ownership | 129,882 shares reported for C. Frank Bennett as of March 31, 2014 (historical) | Historical snapshot only; current individual holdings not disclosed in 2025 proxy. |
Employment Terms
| Provision | Non‑Change‑in‑Control (EVP) | Change‑in‑Control (EVP) | Notes |
|---|---|---|---|
| Cash Severance | 12 months of then‑current monthly base salary | 18 months of then‑current monthly base salary | Double‑trigger framework applies to CIC . |
| Bonus | Not specified for EVP (CEO receives prorated target) | Payment of then‑current target bonus | EVP bonus paid in CIC scenario only. |
| Equity Vesting | Accelerated vesting of options/RSUs that would have vested during severance period | Accelerated vesting of all outstanding options and RSUs | Aligns with retention while protecting in CIC. |
| Health Benefits | Continued group health/dental coverage for 12 months | Continued coverage for 18 months | Standardized by level. |
| Clawback | Dodd‑Frank/Rule 10D‑1 compliant; recoupment on restatements regardless of fault | Same | Enhances governance. |
| Tax Gross‑up | None; payments may be reduced for better after‑tax outcome | None | Shareholder‑friendly stance. |
| Conditions | Release with non‑solicit & non‑disparagement; confidentiality reaffirmation | Same | Typical protective covenants. |
Investment Implications
- Alignment: Bennett meets executive ownership guidelines; hedging/pledging is banned, and trading must occur via 10b5‑1 plans—signals disciplined alignment and reduced discretionary selling risk .
- Incentive design: A meaningful share of EVP pay is performance-based (MBO and PRSUs), with stringent three-year TSR hurdles and negative-TSR payout caps—this supports longer-dated execution and shareholder value creation .
- Retention: 35-year service recognition and EVP severance/CIC protections suggest low near-term retention risk while avoiding aggressive “golden” provisions (no tax gross-ups; double-trigger only) .
- Trading signals: Required 10b5‑1 plans imply pre-scheduled sales; monitor plan adoptions/modifications and RSU/PRSU vesting calendars for supply overhang rather than discretionary timing .
- Governance/Shareholder sentiment: 2024 say‑on‑pay support was ~96%, indicating broad shareholder endorsement of pay practices that also apply to EVPs like Bennett .
Note: Bennett was not a named executive officer in the 2024 disclosure set; individual base salary, annual bonus paid, and current share counts were not separately disclosed in the 2025 proxy. Analysis reflects EVP‑level policies and company-wide pay structures applicable to his role, with specific historical disclosures included where available .