Michael Hayden
IONIS PHARMACEUTICALSAbout Michael Hayden
Michael R. Hayden, CM, OBC, MB, ChB, Ph.D., FRCP(C), FRSC, age 73, has served as an independent director of Ionis Pharmaceuticals since September 2018 and chairs the Board’s Medical and Science Committee. He is CEO and director of Prilenia Therapeutics (private), a Killam Professor at the University of British Columbia, and former President of Global R&D and Chief Scientific Officer at Teva (2012–2017), where ~35 products were approved in major markets during his tenure. He has founded five biotech companies and is widely recognized for contributions to CNS drug development, including awards such as the Order of Canada and the Canada Gairdner Wightman Award. Current public boards include 89bio and AbCellera; prior public boards include Aurinia, Xenon, and Oxford Biomedica.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Teva Pharmaceuticals | President, Global R&D; Chief Scientific Officer | 2012–2017 | ~35 new products approved in major markets; top industry rankings in CNS development/clinical trial success (2017) by Pharma Intelligence. |
| University of British Columbia | Killam Professor | Ongoing | Highest academic honor at UBC; scientific leadership in CNS and genetics. |
| Multiple biotech startups | Founder (five companies) | Various | Company formation and translational science leadership. |
External Roles
| Type | Organization | Role | Dates | Notes |
|---|---|---|---|---|
| Public company board | 89bio | Director | Current | Independent directorship. |
| Public company board | AbCellera Biologics | Director | Current | Independent directorship. |
| Public company board | Oxford Biomedica | Director | Until Jun 2024 | Former directorship. |
| Public company board | Xenon Pharmaceuticals | Director | Until Jun 2022 | Former directorship. |
| Public company board | Aurinia Pharmaceuticals | Director | Until Aug 2021 | Former directorship. |
| Private company | Prilenia Therapeutics | CEO & Director | Since Sep 2018 | Clinical-stage biotech. |
| Academic | University of British Columbia | Killam Professor | Ongoing | Academic leadership. |
Board Governance
- Independence: The Board determined Dr. Hayden is independent under Nasdaq/SEC standards (all directors independent except Ms. Parshall and Dr. Monia).
- Committee assignments: Chair, Medical and Science Committee; no other committee memberships listed for 2024.
- Attendance: The Board met four times in 2024; each director attended ≥75% of aggregate Board and committee meetings. Executive sessions of independent directors occurred four times.
- Tenure: Ionis director since September 2018; standing for re-election at 2025 meeting (three-year term if elected).
- Lead independent director/Chair: Joseph H. Wender is Lead Independent Director; Joseph Loscalzo is Board Chair.
- Anti-hedging/pledging: Directors are prohibited from hedging and pledging Ionis stock.
- Director ownership guideline: 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 (implies Dr. Hayden in compliance).
Fixed Compensation
| Component | 2024 Amount/Detail |
|---|---|
| Cash compensation | $80,000 (base retainer $60,000 + $20,000 Medical & Science Committee Chair fee). |
| Equity – annual grant (Jul 1, 2024) | Option to purchase 10,111 shares at $47.11; RSU award of 4,079 shares; vest on earlier of 1-year anniversary or next annual meeting. |
| Reported 2024 expense (ASC 718) | Stock awards (RSUs): $192,162; Option awards: $277,771; Total director compensation: $549,933. |
Performance Compensation
- Ionis does not disclose performance-based pay for non-employee directors; equity grants vest with time (not PRSU/TSR-linked).
- For context on performance discipline at the company level, executive PRSUs pay out based on relative TSR with 3-year cliff vesting; maximum payout at 90th percentile TSR (200%). Directors are not participants in this program.
| Metric (Executives’ PRSUs, post-2023 design) | Threshold | Target | 60th | 75th | Maximum |
|---|---|---|---|---|---|
| Relative TSR percentile rank → Payout | 25th → 50% | 50th → 100% | 125% | 150% | 90th → 200% |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public directorships | 89bio; AbCellera Biologics. |
| Prior public directorships | Aurinia (to Aug 2021); Xenon (to Jun 2022); Oxford Biomedica (to Jun 2024). |
| Non-profit affiliations | Director of the n-Lorem Foundation (unpaid); Company previously donated cash to n-Lorem prior to 2022. |
| Potential related-party transactions | None disclosed involving entities where Dr. Hayden currently has a financial interest; n-Lorem involvement disclosed and uncompensated. |
Expertise & Qualifications
- Deep pharmaceutical R&D leadership (Teva CSO/President Global R&D), translational CNS expertise, and academic credentials (Killam Professor, UBC).
- Recognized innovator with extensive honors (Order of Canada; Canada Gairdner Wightman Award; IDEA Pharma recognition for Teva R&D; multiple honorary degrees).
- Board’s rationale: strong fit with Ionis’ neurologic disease franchise; provides scientific and development guidance as Medical & Science Committee Chair.
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 131,540 shares | Less than 1% of outstanding shares. |
| Options exercisable by May 30, 2025 | 94,321 | Included within beneficial ownership. |
| Director plan – outstanding awards (12/31/2024) | Options: multiple legacy grants; 10,111 options unexercisable (2024 grant). RSUs: 4,079 unvested. | See director awards table. |
| Pledging/Hedging | Prohibited by policy. | |
| Ownership guideline status | Meets 5x retainer requirement as of Mar 31, 2025. |
Governance Assessment
-
Strengths and signals
- Independent director with relevant domain expertise; chairs the Medical & Science Committee, aligning oversight with Ionis’ R&D-centric value drivers.
- Strong engagement framework: Board and committee attendance thresholds met; executive sessions held quarterly.
- Pay alignment mechanisms at company level (double-trigger CIC for executives, clawback policy, no hedging/pledging), while director equity is time-based and subject to deferral, supporting long-term alignment; Dr. Hayden elected to defer RSU release in 2024 under the deferral program.
- Stock ownership guideline compliance for directors enhances skin-in-the-game.
- Say-on-pay support at 96% in 2024 indicates broad shareholder support for compensation governance.
-
Potential risks/RED FLAGS
- Related-party optics: service as an uncompensated director of n-Lorem Foundation (alongside other Ionis insiders) with historic (pre-2022) Company donations; low direct conflict risk but worth monitoring for future donations or transactions.
- Annual meeting attendance for 2024 is not marked as attended in the committee membership table; while overall attendance thresholds were met, consider confirming annual meeting presence as part of investor engagement expectations.
- Concentration of scientific oversight in a single chair role is appropriate but underscores key-person dependency for the Medical & Science Committee; continued succession planning is prudent.
Overall view: Dr. Hayden brings high-credibility scientific and development oversight with clear independence and alignment structures; disclosed affiliations are transparent and uncompensated, with low conflict risk. Governance practices (ownership, anti-hedging, clawback) and strong shareholder support for pay bolster investor confidence.