Joseph Loscalzo

About Joseph Loscalzo

Joseph Loscalzo, M.D., Ph.D., age 73, is an independent, non‑executive director of Ionis Pharmaceuticals (since February 2014) and has served as Chairman of the Board since June 2021. He is the Hersey Distinguished Professor and the Samuel A. Levine Professor of Medicine at Harvard Medical School and Physician‑in‑Chief Emeritus at Brigham and Women’s Hospital; he holds an A.B. (summa cum laude), Ph.D. in biochemistry, and M.D. from the University of Pennsylvania . He is a co‑founder and Scientific Advisory Board member of Scipher Medicine (private) and brings deep cardiovascular and translational science expertise, which the Board cites as particularly valuable to Ionis’ cardiovascular franchise .

Past Roles

External Roles

Board Governance

• Independence: The Board determined all directors except the CEO (Dr. Monia) and former COO (Ms. Parshall) are independent; although Ionis does business with Brigham and Women’s Hospital, Dr. Loscalzo receives no personal compensation directly from Ionis‑related revenue .
• Leadership: Non‑Executive Chairman of the Board since June 2021; Independent Lead Director is Joseph H. Wender (separate role), reinforcing independent oversight .
• Committees (2024): Member, Nominating, Governance & Review Committee; Member, Medical and Science Committee; not a committee chair .
• Attendance: Board met 4 times in 2024; each director attended ≥75% of aggregate Board/committee meetings; executive sessions of independent directors were held 4 times .
• Annual meeting attendance: Table indicates Dr. Loscalzo did not attend the 2024 Annual Meeting (blank in “Attended 2024 Annual Meeting” column) .

Fixed Compensation

• 2024 cash retainer structure: Base $60,000; Non‑Executive Chairman add’l $40,000; Committee membership fees of $10,000 each for Nominating, Governance & Review and Medical & Science committees (no chair fees applicable) .
• Dr. Loscalzo’s 2024 cash: $120,000 (Base $60k + Chair $40k + two committee memberships $10k each) .

Performance Compensation

• Annual equity structure (non‑employee directors): On July 1, 2024, each director received options (10,111 sh.; exercise price $47.11) and RSUs (4,079 sh.), vesting at the earlier of one year or the next annual meeting; equity grants reduced to comply with a $450,000 annual director equity cap in the Director Compensation Policy .
• Deferral: Directors may elect to defer RSU share delivery until separation from service or up to five years post‑vesting (subject to earlier delivery upon change in control) .

Other Directorships & Interlocks

• Current public company board: Leap Therapeutics (director since Jan 2016) .
• Compensation Committee interlocks: Proxy states none of Ionis’ executive officers served on boards/compensation committees that would create interlocks; Loscalzo is not identified in any interlock .

Expertise & Qualifications

• Cardiovascular physician‑scientist with extensive leadership in academic medicine; 32+ years research in vascular biology, thrombosis, atherosclerosis; Board cites value to Ionis’ cardiovascular franchise .
• Corporate governance: experience as non‑executive chair; service on Nominating/Governance and Science committees .
• Education: A.B. (summa cum laude), Ph.D. (biochemistry), M.D. from University of Pennsylvania .

Equity Ownership

• Beneficial ownership (as of Mar 31, 2025): 158,572 shares; includes 126,321 options exercisable on or before May 30, 2025; holding is less than 1% of outstanding shares .
• Outstanding equity (Dec 31, 2024): Unvested RSUs 4,079; option lots outstanding across multiple vintages including 10,111 (2024 grant) .
• Ownership guidelines: Non‑employee directors must hold shares equal to 5x the annual cash retainer; as of Mar 31, 2025, all non‑employee directors except Mr. Yang met the guidelines (Loscalzo met) .
• Hedging/pledging: Prohibited for directors and employees .
• Section 16 compliance: No delinquent filings disclosed for Dr. Loscalzo in 2024; the proxy lists late filings only for two officers (not Loscalzo) .

Compensation Structure Analysis (Director)

• Mix and caps: Balanced cash plus time‑based options/RSUs; annual director equity cap of $450,000 (aggregate grant date fair value) prompted 2024 grant size reductions—shareholder‑friendly control on dilution .
• Deferral and holding: RSU deferral program supports long‑term alignment; director ownership guidelines increased (2023) to 5x retainer and are broadly met .
• No meeting fees; cash is role‑based; no hedging/pledging permitted .

Related‑Party and Conflict Checks

• Brigham and Women’s Hospital: Company does business with BWH, but Dr. Loscalzo receives no personal compensation directly from Ionis‑related revenue—Board maintained his independence .
• Scipher Medicine: Disclosed as a private company co‑founded by Loscalzo; no related‑party transactions with Ionis are disclosed in the proxy .

Say‑on‑Pay & Shareholder Feedback (Context)

• 2024 say‑on‑pay support was ~96% “For,” indicating strong investor endorsement of Ionis’ compensation practices and governance framework (contextual signal for overall board oversight) .

Governance Assessment

• Strengths:
  • Independent non‑executive Chair with deep domain expertise; separate Lead Independent Director; robust committee structure and regular executive sessions .
  • Strong alignment mechanisms: higher director ownership guidelines, RSU deferral, anti‑hedging/pledging, annual equity caps for directors .
  • Independence affirmed notwithstanding institutional affiliations; explicit conflict mitigation disclosure (BWH) .
• Watch items / potential red flags:
  • Annual meeting attendance: Loscalzo was not marked as attending the 2024 Annual Meeting—investors often expect the board chair to attend; merits inquiry on availability/engagement .
  • Corporate transaction acceleration: Plan provides for equity acceleration if awards are not assumed in a transaction, which some investors view as an anti‑takeover feature; applies across participants including non‑employee directors per plan terms .

Overall: Dr. Loscalzo appears independent with strong scientific credentials and alignment via equity and ownership policies. The primary engagement flag is non‑attendance at the 2024 annual meeting; otherwise, compensation levels/mix and governance practices appear consistent with shareholder‑friendly norms for a non‑executive chair .