Patrick R. O’Neil
IONIS PHARMACEUTICALSAbout Patrick R. O’Neil
Patrick R. O’Neil is Executive Vice President, Chief Legal Officer, General Counsel and Corporate Secretary at Ionis Pharmaceuticals. He has served as CLO/GC since September 2021 and has held senior legal roles at Ionis since 2001, following earlier practice as an associate at Cooley LLP. He is 51 years old as of February 13, 2025 . Performance context for 2024 includes company achievements that drove a 125% Company Performance Factor for bonuses—Ionis earned $705 million in revenue and ended 2024 with $2.3 billion in cash—and PRSUs granted in 2022 paid out at 150% of target based on relative TSR at the 77th percentile (TSR 11.54%) in January 2025 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ionis Pharmaceuticals | EVP, Chief Legal Officer, General Counsel & Corporate Secretary | Sep 2021–present | Oversees legal, corporate secretary, and compliance functions supporting commercial scaling and BD execution . |
| Ionis Pharmaceuticals | EVP, Legal & General Counsel; Chief Compliance Officer | Mar 2020–Sep 2021 | Senior legal leadership during pipeline and partnership expansion . |
| Ionis Pharmaceuticals | SVP, Legal & General Counsel | Jan 2013–Mar 2020 | Led corporate legal strategy during late-stage development and alliances . |
| Ionis Pharmaceuticals | VP, Legal & General Counsel | Sep 2010–Jan 2013 | Advanced GC responsibilities . |
| Ionis Pharmaceuticals | VP, Legal & Senior Transactions Counsel | Jan 2009–Sep 2010 | Led transactions for partnering/M&A . |
| Ionis Pharmaceuticals | Various roles, Legal Department | Oct 2001–Jan 2009 | Progressive legal roles in-house . |
| Cooley LLP | Associate | Pre-2001 | Corporate/transactions background prior to joining Ionis . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cooley LLP | Associate | Pre-2001 | Foundational corporate and transactions experience . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Base Salary ($) | $540,236 | $562,926 | $586,850 | $611,791 (effective Dec 22, 2024) |
| Target Bonus % (MBO) | — | — | 40% (EVP level) | 40% (EVP level) |
| Actual Bonus ($) | $337,648 | $422,194 | $366,781 |
Notes:
- Bonus is determined by Base Salary × Target MBO% × Company Performance Factor × Individual Performance Factor; MBO awards can be zero and are capped by maximum factors .
Performance Compensation
Cash MBO – 2024 Payout Mechanics (Executive-specific)
| Metric | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|
| Company Performance Factor | — | 125% | — | Set annually based on key objectives and TSR review . |
| Individual Performance Factor (O’Neil) | — | 125% | — | Based on contributions to objectives (1,3,7–9) . |
| Base Salary (2024) | — | $586,850 | — | Annual salary baseline . |
| Target MBO % (EVP) | 40% | — | — | EVP-level policy . |
| Resulting MBO Award (2024) | — | — | $366,781 | Paid in Jan 2025 for 2024 performance . |
Key 2024 performance context (select objectives):
- Exceeded financial guidance; $705M revenue; maintained $2.3B cash; advanced BD and programs; stock underperformed NBI objective (did not meet) .
Equity Incentives – Structure and 2024 Grants
| Instrument | Weighting/Design | Vesting | 2024 Awards (Grant date) | Quantity/Terms | Accounting Fair Value |
|---|---|---|---|---|---|
| RSUs | Time-based equity | 25% per year over 4 years | 1/15/2024 | 20,400 RSUs | $1,092,216 |
| PRSUs | 20% of annual equity for non-CEO execs; performance = relative TSR; single vest at 3 years (revised 2023); max payout at 90th percentile; payout capped at 100% if absolute TSR negative . | Single vest at 3 years (for awards 2023+) | 1/15/2024 | Threshold 4,250; Target 8,500; Max 17,000 | $666,485 (grant date fair value) |
| Stock Options | Performance-aligned; 25% after 1 year, then 2.08% monthly for 36 months; 10-year term for grants from 2022 onward | As noted | 1/2/2024 | 27,200 options @ $52.87; exp. 1/1/2034 | $701,057 |
PRSU outcome example: The 2022 PRSU cohort paid out at 150% of target in Jan 2025 on 77th percentile relative TSR (TSR 11.54%); O’Neil earned 3,820 shares from that cycle .
Option/stock vesting activity in 2024:
- Options exercised: 0 shares
- Stock awards vested: 24,461 shares; value realized $1,248,016 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Options exercisable by May 30, 2025 | 210,386 shares (exercisable) . |
| Outstanding equity as of 12/31/2024 (selected) | Options exercisable/unexercisable by grant; RSUs unvested; PRSU threshold counts and values at $34.96 close . |
| Anti-hedging/pledging | Prohibits shorting, hedging, and pledging by all directors/employees, including NEOs . |
| Stock ownership guidelines | All other executive officers: 2× base salary; methodology uses 30-day average price × shares held at quarter start . |
| Compliance status (as of 3/31/2025) | All executive officers except Mr. Baroldi, Ms. Devers, Mr. Jenne, and Dr. Monia met the guidelines; implies O’Neil meets guideline . |
Outstanding equity detail (as of 12/31/2024):
- Options: 1/02/19 49,800 @ $53.77 exp. 1/01/26; 1/02/20 54,461 @ $60.89 exp. 1/01/27; 1/04/21 56,990 ex./1,213 unex. @ $56.78 exp. 1/03/28; 1/03/22 22,289 ex./8,278 unex. @ $32.60 exp. 1/02/32; 1/03/23 10,994 ex./11,948 unex. @ $37.58 exp. 1/02/33; 1/02/24 27,200 unex. @ $52.87 exp. 1/01/34 .
- RSUs unvested: 1/15/21 6,467 ($226,086); 1/15/22 7,642 ($267,164); 1/15/23 12,905 ($451,159); 1/15/24 20,400 ($713,184) .
- PRSUs (threshold counts): 1/15/22 1,273 ($44,504); 1/15/23 3,584 ($125,297); 1/15/24 4,250 ($148,580) .
- Valuations use $34.96 closing price on 12/31/2024; RSUs vest 25% annually; options vest 25% after 1 year then monthly; PRSUs performance-based .
Insider trading/Section 16:
- The company reported Section 16 compliance in 2024 with no delinquent filings noted for O’Neil .
Employment Terms
| Term | EVP (incl. O’Neil) | Notes |
|---|---|---|
| Employment contract | No individual employment contract; covered by Severance Benefit Plan . | Standard benefits (401k match, etc.) . |
| Severance (non-CIC) | 12 months base salary; acceleration of equity that would have vested in 12 months; 12 months medical/dental; no bonus . | Release, non-solicit, non-disparagement, confidentiality reaffirmation required . |
| Severance (CIC “double trigger”) | 18 months base salary; target bonus; full acceleration of options/RSUs; 18 months medical/dental . | Double-trigger applies within window (3 months before to 12 months after CIC) . |
| Tax gross-ups | No excise tax gross-ups; potential cutback to avoid adverse taxes under 280G/409A . | |
| Clawback | SEC/Nasdaq-compliant policy (Rule 10D-1); recoupment of incentive comp after restatements regardless of fault, for prior 3 fiscal years . | |
| Anti-hedging/pledging | Prohibited for all directors/employees . | |
| Estimated severance values (12/31/2024) | $1,274,800 (CIC); $615,127 (non-CIC) . | Illustrative estimates, forward-looking . |
Compensation Structure Highlights
- Pay mix emphasizes at-risk pay and long-term equity; EVP PRSUs set at 20% of annual equity; options and PRSUs considered performance-based; minimum 12-month vesting on equity awards .
- 2024 “Say on Pay” approval ~96%, indicating strong shareholder support .
- Governance changes in 2023: PRSUs shifted to single 3-year cliff; maximum payout tightened to 90th percentile; clawback aligned to SEC/Nasdaq; ownership guideline increases .
Investment Implications
- Alignment: O’Neil’s incentives are meaningfully performance-based (MBO tied to objective scorecard; PRSUs tied to relative TSR with downside protections), and he is subject to robust clawback, anti-hedging, and anti-pledging policies—reducing misalignment/hedging risk .
- Retention vs. supply: Multi-year RSU and option vesting plus PRSUs that cliff after three years create staggered equity supply; 24,461 shares vested in 2024 with no option exercises, suggesting limited near-term selling pressure from options, though ongoing RSU vesting continues share issuance cadence .
- Change-in-control economics: Double-trigger protection (18 months salary + target bonus + full acceleration) is moderate for an EVP and could support continuity through strategic events without excessive windfalls; 12/31/24 illustrative benefits: $1.275M CIC vs. $615K non-CIC .
- Pay-for-performance and shareholder sentiment: 96% Say-on-Pay support and the PRSU outcome at 150% for the 2022 grant indicate that realized equity aligns with market-relative value creation; continued reliance on TSR metrics keeps external performance pressure on management .
- Ownership alignment: Executives must maintain holdings of 2× salary; O’Neil met guideline as of 3/31/2025, with hedging and pledging prohibited—positive for alignment and reduced forced-seller risk .