Joseph H. Wender

About Joseph H. Wender

Independent Lead Director of Ionis Pharmaceuticals since December 2020; director since January 1994. Age 80, with over 50 years in investment banking at Goldman, Sachs & Co., where he became General Partner in 1982 and led the Financial Institutions Group for over a decade. Not eligible to stand for re‑election at the 2026 Annual Meeting under Ionis’ age/tenure standards, signaling upcoming board transition . The Board cites his deep finance expertise, strategic transactions experience, and long company tenure as key credentials .

Past Roles

External Roles

Board Governance

• Roles: Independent Lead Director; works with Chairman (Joseph Loscalzo) and CEO to set Board agendas; reinforces separation of Chair/CEO roles and board independence .
• Independence: Board determined Wender is independent under Nasdaq/SEC standards. Ionis does business with Goldman Sachs and Brigham & Women’s Hospital, but neither Wender nor Loscalzo receives personal compensation from Ionis’ revenues to those entities .
• Attendance: Board met 4 times in 2024; each director attended ≥75% of aggregate Board and committee meetings. Independent director executive sessions occurred 4 times in 2024 .
• Committees (2024 membership):
  • Finance Committee: Chair; 6 meetings
  • Nominating, Governance and Review Committee: Chair; 3 meetings; oversees independence, conflicts, related party review, and ESG
  • Compensation Committee: Member; 8 meetings; independent consultant retained; no interlocks

Fixed Compensation

• Policy: Annual base cash retainer $60,000; Lead Independent Director add $40,000; Committee chair fees $20,000 (Finance; Nominating); Compensation Committee membership fee $10,000. No meeting fees; expenses reimbursed; annual awards capped for directors .
• Actual 2024: Cash compensation $150,000; Stock awards $192,162; Option awards $277,771; Total $619,933 .

Equity grant mechanics (2024): Annual grant July 1, 2024 of 10,111 options at $47.11 and 4,079 RSUs; vest on the earlier of first anniversary or next Annual Meeting; director awards subject to annual equity cap ($450,000) .

Performance Compensation

• Director equity at Ionis is time‑based (options/RSUs); no director PRSUs or performance cash metrics disclosed. Vesting schedules for director RSUs/options defined by policy; no TSR/revenue hurdles for directors .

Other Directorships & Interlocks

• Current public boards: Outfront Media (Lead Independent Director) .
• Committee interlocks: Compensation Committee in 2024 comprised of Berthelsen (Chair), Wender, Herman; none have served as Ionis employees/officers; no reciprocal executive interlocks disclosed .

Expertise & Qualifications

• 50+ years investment banking; led Goldman’s Financial Institutions Group; extensive corporate finance and capital markets experience. Board cites his value in financial reporting, corporate finance, strategic transactions, and compensation matters; deep company understanding from long tenure .

Equity Ownership

• Beneficial ownership: 259,077 shares (<1%). Includes 132,756 held in a trust and 126,321 options exercisable on or before May 30, 2025 .
• Outstanding/Unvested Director Awards (12/31/2024): 10,111 unexercisable options at $47.11 (expire 06/30/2034); 4,079 unvested RSUs (market value $142,602 at $34.96) .
• Ownership guidelines: Non‑employee directors must hold 5x base annual cash retainer; as of March 31, 2025 all non‑employee directors except Mr. Yang met the guideline (Wender in compliance). Anti‑hedging and anti‑pledging policy applies .

Insider Trades and Vesting (2024)

Related Party Transactions and Conflict Controls

• Relationship: Senior Consultant to Goldman Sachs; Ionis paid Goldman ~$6.1 million in 2024 (substantially less than 5% of Goldman’s revenues). Board independence review affirmed Wender receives no personal compensation directly from Ionis revenue to Goldman; Nominating Committee oversees related party transactions .
• Additional: Loscalzo’s institutional affiliation similarly reviewed; payments to Brigham & Women’s (~$4.2 million in 2024) below 5% threshold; no personal compensation from Ionis revenue .

Director Compensation Structure Notes

• Annual cash and equity with caps: $450,000 cap on annual director equity; automatic annual options/RSUs; no perquisites; deferral program allows RSU delivery deferral until separation or earlier of five years/separation, subject to change‑in‑control .
• Independent compensation consultant: Aon engaged; fee disclosures and independence safeguards; affiliates provided unrelated services; Compensation Committee reviews director pay annually; no changes recommended for 2024 .

Governance Assessment

• Strengths:

  • Independent Lead Director role and separation of Chair/CEO enhance oversight; agenda setting with Chair/CEO supports focus on material issues .
  • High committee engagement (chairs Finance and Nominating; member Compensation) with robust meeting cadence; ≥75% attendance threshold met .
  • Ownership alignment via 5x retainer guideline; anti‑hedging/pledging; RSU holding expectations; Wender in compliance .
  • Transparent related‑party governance with explicit independence findings and oversight of Goldman relationship .

• Weaknesses/RED FLAGS:

  • Potential optics risk from Goldman relationship given $6.1 million paid to Goldman in 2024, despite controls and independence determinations; continued monitoring warranted by Nominating Committee .
  • Imminent board turnover: not eligible for re‑election at 2026 due to age/tenure standards—requires proactive succession planning to preserve finance/capital markets expertise .

• Implications for investors:

  • Board finance acumen and lead independent structure support capital allocation and oversight during Ionis’ commercialization phase; conflict procedures mitigate related‑party risk. Near‑term leadership transition of the Lead Independent Director necessitates close attention to committee succession and preservation of capital markets experience .