Michael Yang
IONIS PHARMACEUTICALSAbout Michael Yang
Independent director since December 2023; age 63. Former ViaCyte CEO (2021–Oct 2022, acquired by Vertex), Acadia EVP & Chief Commercial Officer (2017–2021), and President of Janssen Biotech with extensive commercial and general management experience across pharma, devices, and diagnostics . Ionis affirms Yang’s independence under Nasdaq and SEC rules; only B. Lynne Parshall and CEO Brett Monia are non‑independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ViaCyte, Inc. | President & CEO | Feb 2021–Oct 2022 | Led regenerative medicine portfolio until acquisition by Vertex |
| Acadia Pharmaceuticals | EVP & Chief Commercial Officer | Mar 2017–Feb 2021 | Scaled U.S. commercial operations |
| Janssen Biotech (J&J) | President | Various (joined J&J 1997) | Built U.S. Immunology business; prior CNS leadership; oncology VP at Ortho Biotech |
| Therakos, Inc.; Veridex, LLC | Worldwide General Manager | Not disclosed | Launched platforms, expanded global revenues |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Pacira Pharmaceuticals, Inc. | Director | Current | Public company board service |
| Akcea Therapeutics, Inc. | Director | Prior | Served until completion of Akcea merger with Ionis |
| ViaCyte, Inc. | Director | Prior | Board role concurrent with CEO tenure |
Board Governance
- Committee assignments (2024): Compliance Committee member; no chair roles .
- Independence: Independent director per Board determination .
- Attendance: Board met 4 times in 2024; each director attended ≥75% of Board and committee meetings; Yang attended the 2024 Annual Meeting .
- Executive sessions: Independent directors met in executive session 4 times in 2024 .
- Leadership: Chairman Joseph Loscalzo (non‑executive); Independent Lead Director Joseph Wender .
| Committee | Role | 2024 Meetings | Chair? |
|---|---|---|---|
| Compliance | Member | 6 | No |
Fixed Compensation (Director)
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $60,000 | Base for non‑employee directors in 2024 |
| Committee membership fee | $10,000 | Compliance Committee member fee |
| Total cash earned/paid (2024) | $70,000 | Reported for Michael J. Yang |
Performance Compensation (Director equity)
Ionis does not use performance‑based equity (PRSUs) for non‑employee directors; director equity is time‑based via options and RSUs with vesting tied to tenure/annual meeting, subject to plan terms (no re‑pricing; minimum vesting; anti‑hedging/pledging) .
| Grant type | Grant date | Shares/Units | Strike | Vesting | Grant date fair value |
|---|---|---|---|---|---|
| Initial stock options | 12/14/2023 | 12,356 | $49.82 | Options granted after Jun 1, 2023: 3‑year, 33.3% per year | Included in 2024 option award total $277,771 (aggregate) |
| Initial RSUs | 1/15/2024 | 5,791 | N/A | RSUs granted after Jun 1, 2023: 3‑year, 33.3% per year | Included in 2024 stock awards $502,212 (aggregate) |
| Annual stock options | 7/1/2024 | 10,111 | $47.11 | 100% on earlier of 1‑year anniversary or next annual meeting | Included in 2024 option award total (aggregate) |
| Annual RSUs | 7/1/2024 | 4,079 | N/A | 100% on earlier of 1‑year anniversary or next annual meeting | Included in 2024 stock awards total (aggregate) |
Policy metrics relevant to director equity:
- No option re‑pricing or cash buyouts without shareholder approval .
- Minimum 12‑month vesting with limited exceptions; director awards vest on earlier of one‑year anniversary or next annual meeting (≥50 weeks) .
- Anti‑hedging and anti‑pledging policy applies to directors .
Other Directorships & Interlocks
| Type | Entity | Potential conflict assessment |
|---|---|---|
| Current public board | Pacira Pharmaceuticals, Inc. | No related party transactions disclosed with Pacira in 2024; low conflict signal |
| Prior Ionis affiliate | Akcea Therapeutics, Inc. (merged) | Historical tie to an Ionis affiliate; no ongoing related party exposure post‑merger |
| Academic/non‑profit | Not disclosed for Yang | — |
Expertise & Qualifications
- Extensive strategic and operational leadership in pharma and devices; commercialization across multiple therapeutic areas, lifecycle stages, and geographies .
- Board‑level commercial expertise; complements Ionis’ transition to a fully integrated commercial-stage biotech .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of 3/31/2025) | 6,050 shares; less than 1% of outstanding |
| Options exercisable | 4,119 (portion of the 12/14/2023 grant) |
| Options unexercisable | 8,237 (12/14/2023 grant) + 10,111 (7/1/2024 grant) = 18,348 |
| RSUs unvested | 9,870 (5,791 initial + 4,079 annual) |
| In‑the‑money status | Options strike prices $49.82 and $47.11 vs $30.17 close on 3/31/2025 ⇒ currently out‑of‑the‑money |
| Ownership guidelines | Directors must hold shares equal to 5× base annual cash retainer (5×$60,000 = $300,000); Yang does not yet meet due to recent appointment (time to comply) |
| Hedging/pledging | Prohibited for directors (policy) |
Insider Trades (2024)
| Transaction type | Shares | Value |
|---|---|---|
| Options exercised | 0 | $0 (none reported) |
| RSUs vested | 0 | $0 (none reported) |
| Section 16 filings | No delinquent filings reported for Yang; two other officers noted late filings in 2024 |
Governance Assessment
- Strengths: Independent status; Compliance Committee membership; strong commercial-operational background aligned with Ionis’ multi‑launch strategy; high equity‑based pay mix (equity $779,983 of $849,983 total in 2024) supporting alignment; anti‑hedging/pledging and minimum vesting strengthen alignment .
- Attendance/engagement: Met Board/committee attendance thresholds; attended Annual Meeting; independent executive sessions held regularly .
- Compensation structure: Cash retainer plus modest committee fee; initial and annual equity grants within capped director equity policy ($450k annual cap; $675k initial cap) with reductions applied to stay within caps—favorable signal on pay discipline .
- Ownership alignment: Not yet at 5× retainer guideline due to recent appointment; policy allows time to achieve; monitor progress to compliance .
- Conflicts/related‑party: No related‑party transactions involving Yang disclosed; prior Akcea directorship is historical; no present interlocks raising conflicts; Goldman Sachs and Brigham relationships exist via other directors but with safeguards and no personal compensation .
- Red flags: None material disclosed; note guideline shortfall (timing‑related), and options currently out‑of‑the‑money (neutral for alignment) .