Joseph Klein, III
IONIS PHARMACEUTICALSAbout Joseph “Skip” Klein, III
Independent director since December 2005 (age 63 as of March 1, 2025). Managing Director, Gauss Capital Advisors (biopharma-focused advisory he founded in 1998); Chartered Financial Analyst; extensive public-company and investment experience including founding PM of T. Rowe Price Health Sciences Fund. Serves as Audit Committee Chair; prior roles include venture partner at Red Abbey and MPM Capital, VP Strategy at Medical Manager (merged into WebMD) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| T. Rowe Price Associates | Health care investment analyst; Founding PM, Health Sciences Fund | 1989–1998 | Built and led sector-focused fund; deep financial and industry expertise |
| Medical Manager Corporation | VP, Strategy (pre-merger with WebMD) | 1999–2000 | Strategic leadership during merger integration with WebMD |
| MPM Capital | Venture Partner | 2001–2002 | Life-science venture investing |
| Red Abbey Venture Partners | Venture Partner | 2003–2008 | Private equity fund – life sciences |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gauss Capital Advisors, LLC | Managing Director | 1998–present | Biopharma-focused advisory he founded |
| The Prospector Funds, Inc. | Director | Since Sept 2007 | SEC-registered mutual fund complex |
| Akcea Therapeutics, Inc. | Director | Sept 2019–Oct 2020 | Served until completion of Ionis/Akcea merger |
| Historical public boards | Director | Prior years | BioMarin; NPS; OSI; PDL BioPharma; Savient (historical service) |
Board Governance
- Independence: Board determined Klein independent under Nasdaq and SEC rules .
- Committee assignments: Audit Committee Chair; Finance Committee member . Audit Committee identifies Klein as its “financial expert” based on CFA and extensive financial experience ; Audit Committee report confirms chair role .
- Attendance: Board met 4x in 2024; each director attended ≥75% of Board/committee meetings; Klein attended the 2024 Annual Meeting .
- Board structure: Classified board; Chairman is Dr. Joseph Loscalzo; Independent Lead Director is Joseph Wender .
- Policies: Anti-hedging and anti-pledging policy applies to directors; prohibited transactions include shorts, options, swaps, forwards, futures; pledging prohibited .
- Stock ownership guidelines: Non-employee directors must hold 5x annual cash retainer; as of March 31, 2025 all non-employee directors except Mr. Yang met guidelines (implies Klein in compliance) .
Fixed Compensation (Non-Employee Director – FY2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Base board retainer | $60,000 | Standard non-employee director cash retainer |
| Audit Committee Chair fee | $24,000 | Role-based cash compensation |
| Finance Committee member fee | $10,000 | Role-based cash compensation |
| Total cash | $94,000 | Sum of the above |
Director Compensation Summary (ASC 718 expense basis):
| Item | Amount (USD) | Notes |
|---|---|---|
| Cash compensation earned/paid | $94,000 | |
| Stock awards (RSUs) | $192,162 | Klein elected to defer release of these shares until 30 days after separation |
| Option awards | $277,771 | |
| Total reported | $371,771 | As shown in director comp table |
Equity grant program details:
- Annual equity grants (July 1, 2024): Option to purchase 10,111 shares at $47.11; RSU award of 4,079 shares. Vest on the earlier of first anniversary or next Annual Meeting .
- Initial RSUs (for new director Mr. Yang example) vesting approach and annual equity cap governance (incumbent cap $450k; initial cap $675k) used to size awards; annual grants reduced to comply with cap .
Performance Compensation
Ionis does not use performance-based equity awards for directors; director options/RSUs are time-based with standardized vesting to promote alignment and retention . For context, executive PRSUs are tied to relative TSR with defined percentile thresholds; not applicable to director compensation:
| Relative TSR Percentile | Payout | Note |
|---|---|---|
| <25th | 0% | Thresholds apply to executive PRSUs only |
| 25th | 50% | |
| 50th | 100% | |
| 60th | 125% | |
| 75th | 150% | |
| 90th | 200% | Max; capped at 100% if TSR negative |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| The Prospector Funds, Inc. | Public RIC | Director | No identified transactions with Ionis |
| Akcea Therapeutics | Former public | Director | Historical role; entity merged into Ionis |
| Historic boards (BioMarin, NPS, OSI, PDL, Savient) | Public | Director (historic) | No current interlocks disclosed |
Related-party checks disclosed in proxy:
- Transactions with Goldman Sachs (Wender) and Brigham & Women’s (Loscalzo) reviewed; no personal compensation to those directors from Ionis revenue; amounts below 5% of counterparties’ revenues .
- No related-party transactions disclosed involving Joseph Klein .
Expertise & Qualifications
- Chartered Financial Analyst; audit committee financial expert designation .
- Deep biopharma investment, fund management, and public board governance experience; prior audit committee chair roles at public biopharmas .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 126,767 shares (includes exercisable options) |
| Options exercisable by 5/30/2025 | 46,321 shares (Klein) |
| Options in trusts (children) exercisable by 5/30/2025 | 64,000 shares |
| Ownership guideline compliance | Met (directors must hold 5x annual cash retainer) |
| Hedging/pledging | Prohibited for directors |
Insider Trades (FY2024 activity per proxy)
| Transaction | Shares | Value |
|---|---|---|
| Option exercise | 12,000 | $600,000 realized value |
| RSU vesting | Deferred | Klein elected to defer release of vested RSUs until 30 days post-separation |
Governance Assessment
- Strengths: Independent director; long tenure with deep organizational knowledge; Audit Committee Chair and financial expert; strong attendance; adheres to stringent anti-hedging/pledging; meets stock ownership guidelines, aligning interests with shareholders .
- Pay structure: Balanced cash and equity; annual equity capped by policy to prevent excess; no performance-based equity for directors, reducing complexity and potential misalignment .
- Potential watch items: Long tenure (since 2005) can raise refreshment questions; Ionis explicitly values long-service directors given platform technology, with tenure, age, and term-limit standards (max age 80; max 10 consecutive three-year terms) to manage board renewal . No disclosed related-party transactions or pledging/hedging by Klein; RSU deferral is an elective settlement timing, not a risk indicator .
Committee Assignments, Chair Roles, and Attendance (FY2024)
| Committee | Role | Meetings | Notes |
|---|---|---|---|
| Audit | Chair | 9 | Oversees financial reporting, internal audit, cybersecurity; Klein designated “financial expert” |
| Finance | Member | 6 | Capital structure, financing, investments, repurchases |
| Board attendance | Director | 4 | ≥75% attendance; attended 2024 Annual Meeting |
Director Compensation Details (FY2024 equity)
| Date | Grant | Quantity | Terms |
|---|---|---|---|
| 7/1/2024 | Options | 10,111 | Exercise $47.11; vest on earlier of first anniversary or next Annual Meeting |
| 7/1/2024 | RSUs | 4,079 | Same vest timing; subject to director deferral program |
Policies and Investor Signals
- Clawback: Amended in Oct 2023 to comply with SEC/Nasdaq; applies to incentive compensation; no director-specific clawback for time-based equity .
- Anti-hedging/pledging: Robust prohibitions for directors and officers .
- Say-on-pay (execs): 96% approval in June 2024, indicating broad investor support for compensation governance; not directly about director pay but reflects confidence in overall governance framework .
THE ABOVE INFORMATION IS DRAWN FROM IONIS PHARMACEUTICALS’ 2025 DEF 14A AND RELATED HISTORICAL PROXIES AND DISCLOSURES .