Joan E. Herman
IONIS PHARMACEUTICALSAbout Joan E. Herman
Independent director at Ionis Pharmaceuticals since June 2019; age 71 as of March 1, 2025. President & CEO of Herman & Associates (healthcare-focused consulting) since 2008; prior executive leadership at Elevance/Anthem/WellPoint and Phoenix Life. Recognized for healthcare payor/operator expertise and holds an NACD Cybersecurity certification. Tenure on Ionis board ≈6 years; classified as independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Elevance (formerly Anthem/WellPoint) | President & CEO of several business units | Prior to 2008 (dates not individually specified) | Led major healthcare/payor businesses; operating expertise applicable to commercialization oversight |
| Phoenix Life Insurance Company | Senior Vice President | Prior to 2008 | Insurance/payor domain knowledge relevant to payer access considerations |
| Herman & Associates | President & Chief Executive Officer | 2008 – Present | Advises private equity investing in healthcare; strategic/operational lens for board deliberations |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Encompass Health (public) | Director | Since Jan 2013 | Board service maintained in 2025 proxy |
| Fifth Avenue Private Equity 17 & 18 (board of managers) | Member | Not specified | Private investment governance roles |
| Convergys; AARP Services, Inc. | Former Director | Prior service | Historical public/non-profit board experience |
Board Governance
- Independence: Board determined Ms. Herman is independent; only Ms. Parshall and Dr. Monia are non‑independent.
- Committees (2024): Audit (member), Compensation (member), Compliance (member); no chair roles.
- Attendance: Board met 4 times in 2024; each director attended ≥75% of Board and committee meetings.
- Annual Meeting attendance: Not listed as attending the 2024 Annual Meeting in the proxy’s attendance column.
- Cybersecurity oversight: Audit Committee oversees cybersecurity; Ms. Herman holds NACD cybersecurity certification (board notes two directors—Herman and Parshall—hold NACD cyber certifications).
- Compensation Committee interlocks: None; committee composed of independent directors (Berthelsen, Wender, Herman).
Fixed Compensation (Director Pay)
| Component | 2024 Detail | Amount |
|---|---|---|
| Cash – Base Retainer | Board member | $60,000 |
| Cash – Committee Member Fees | Audit ($12k), Compensation ($10k), Compliance ($10k) | $32,000 |
| Total Cash | Base + committees | $92,000 |
| Equity – RSU Annual Grant | 4,079 RSUs granted 7/1/2024; vests at next annual meeting or 1-year anniversary | Grant-date value $192,162 |
| Equity – Option Annual Grant | 10,111 options @ $47.11 exercise price (7/1/2024) | Grant-date value $277,771 |
| Total 2024 Director Compensation | Cash + equity | $561,933 |
Grant mechanics and vesting for non-employee directors: annual July grants vest at the next annual meeting or the one-year anniversary; initial/annual award structures disclosed in the Non‑Employee Directors’ Stock Option Plan.
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-conditioned director pay | None disclosed; director equity awards are time-based (no PRSU metrics for directors). |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other current public boards | Encompass Health (director) |
| Compensation Committee interlocks | None reported (no Ionis executive sits on boards/committees where her fellow executives serve and vice versa). |
| Related-party transactions | None disclosed involving Ms. Herman; related-party items in 2024 involved other directors/entities (Goldman Sachs; Brigham & Women’s Hospital; n‑Lorem Foundation). |
Expertise & Qualifications
- Healthcare payor/operator leadership across major insurers; aligns with Ionis commercialization and market access oversight.
- NACD Cybersecurity certification; contributes to Audit Committee cyber risk oversight.
- Governance experience via multiple boards and consulting to healthcare-focused private equity.
Equity Ownership
| Measure | Detail |
|---|---|
| Total beneficial ownership | 136,328 shares; includes options exercisable by May 30, 2025. <1% of outstanding shares. |
| Options – exercisable (near-term) | 94,321 options exercisable on or before May 30, 2025 (subset of beneficial ownership). |
| Unvested RSUs (12/31/2024) | 4,079 unvested RSUs outstanding at 12/31/2024. |
| 2024 Stock vested | 4,677 RSUs vested in 2024; value realized $222,485; no option exercises reported. |
| Ownership guidelines (5x retainer) | Company guideline = 5x annual cash retainer for non-employee directors. Ms. Herman was in compliance as of March 31, 2025. |
| Hedging/pledging | Prohibited for directors and employees (shorting, hedging, pledging). |
Governance Assessment
-
Strengths
- Independent, multi-committee member (Audit, Compensation, Compliance), with relevant payor/commercialization and cybersecurity expertise that map to Ionis’s commercialization and risk priorities.
- Solid engagement: ≥75% attendance; equity-based director pay aligns with shareholder interests; adherence to ownership guidelines.
- No related-party transactions or interlocks flagged; committee structures and policies (clawback, anti-hedging/pledging, ownership) enhance governance quality.
-
Watch items
- Annual meeting attendance not marked “attended” in 2024 column; monitor future annual meeting participation as a shareholder engagement signal.
- Multiple committee workload can be demanding; continue to monitor attendance and effectiveness as Ionis scales commercialization.
-
Compensation alignment (director)
- Cash retainer + committee fees are moderate and formulaic; equity awards are time-based (no performance metrics), typical for directors; 2024 total of ~$0.56M within policy caps and peer-informed design.
-
Overall view
- Governance profile supportive of investor confidence: independent status, relevant domain expertise, strong policy framework, and compliance with ownership guidelines, with no notable conflicts disclosed.