Spencer R. Berthelsen
IONIS PHARMACEUTICALSAbout Spencer R. Berthelsen
Spencer R. Berthelsen, M.D. (age 72), has been an independent director of Ionis Pharmaceuticals since May 2002. A physician-leader, he spent nearly four decades at Houston’s Kelsey-Seybold Clinic, serving as Chairman of Internal Medicine, Medical Director, Managing Director, and Chairman of its board (Oct 2001–Apr 2016); he has held Clinical Professor of Medicine appointments at Baylor College of Medicine and The University of Texas Health Science Center, bringing deep provider-operations perspective to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kelsey-Seybold Clinic (Houston) | Chairman, Dept. of Internal Medicine | Not disclosed | Senior leadership in a 400-physician group practice |
| Kelsey-Seybold Clinic | Medical Director; Managing Director | Not disclosed | Multi-decade operational leadership |
| Kelsey-Seybold Clinic | Chairman of the Board | Oct 2001–Apr 2016 | Governance and oversight of large multispecialty group |
| Texas Academy of Internal Medicine | Board member | Not disclosed | Professional society governance |
| Caremark National Pharmacy & Therapeutics Committee | Committee member | 1999–2005 | Drug formulary/therapeutics oversight experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Baylor College of Medicine | Clinical Professor of Medicine | Not disclosed | Academic medicine perspective |
| The University of Texas Health Science Center | Clinical Professor of Medicine | Not disclosed | Academic medicine perspective |
Board Governance
- Independence: Ionis’ board determined all directors are independent except Ms. Parshall (former COO/advisor) and CEO Dr. Monia; Dr. Berthelsen is independent under Nasdaq/SEC standards .
- Committees and roles (2024): Chair, Compensation Committee; Member, Nominating, Governance & Review; Member, Medical & Science .
- Meeting cadence (2024): Board met 4 times; Compensation (8), Nominating/Governance (3), Medical & Science (4). Each director attended ≥75% of aggregate board/committee meetings; independent-director executive sessions were held 4 times .
- Annual meeting attendance: The proxy table marks some directors as attending the 2024 annual meeting; Dr. Berthelsen is not marked as attended in that column .
- Compensation Committee governance: Uses independent consultant (Aon), met 8 times plus 15 written consents in 2024; no interlocks/insider participation among committee members .
Fixed Compensation
- Non-employee director cash framework (2024): Base $60,000; additional $40,000 for Non-Executive Chair or Lead Independent Director; Committee Chair adders: Audit $24,000; others $20,000; Committee member adders: Audit $12,000; others $10,000. No per-meeting fees; expenses reimbursed .
| 2024 Director Cash Compensation Schedule | Amount (USD) |
|---|---|
| Board Member (Base) | $60,000 |
| Non-Executive Chair (additional) | $40,000 |
| Lead Independent Director (additional) | $40,000 |
| Committee Chair – Audit | $24,000 |
| Committee Chair – Comp/Finance/NG&R/Medical & Science/Compliance | $20,000 |
| Committee Member – Audit | $12,000 |
| Committee Member – Comp/Finance/NG&R/Medical & Science/Compliance | $10,000 |
| Dr. Berthelsen – 2024 Director Compensation | Amount (USD) |
|---|---|
| Cash Compensation Earned | $100,000 |
| Stock Awards (RSUs) – ASC 718 expense | $192,162 |
| Option Awards – ASC 718 expense | $277,771 |
| Total | $569,933 |
Notes:
- 2024 annual equity grants to each non-employee director: option to purchase 10,111 shares at $47.11 (7/1/2024) and 4,079 RSUs; vest at the next annual meeting or first anniversary, whichever earlier, subject to program caps .
- Director compensation policy caps: $450,000 annual equity value for incumbents; $675,000 initial equity value for new appointees .
Performance Compensation
- Structure: Directors receive annual stock options and RSUs under the Non-Employee Directors’ Stock Option Plan; 10-year option term; updated vesting rules implemented in 2023 lengthen initial award vesting to three years (33.3% annually) and keep annual awards vesting by next annual meeting or one year .
- Ownership alignment: Non-employee directors must hold shares equal to 5x base cash retainer; RSU deferral program available (from 2023) .
| 2024 Annual Equity Granted (Award Date: 7/1/2024) | Shares/Terms |
|---|---|
| Stock Options (per director) | 10,111 options @ $47.11 exercise price; vest at next annual meeting or 1-year anniversary |
| RSUs (per director) | 4,079 RSUs; vest at next annual meeting or 1-year anniversary |
| Outstanding Equity Awards – Dr. Berthelsen (12/31/2024) | Detail |
|---|---|
| Unexercised Options (Exercisable/Unexercisable) | Exercisable: multiple tranches (e.g., 16,000 @ $57.16 exp. 6/30/25; 16,000 @ $24.42 exp. 6/30/26; 16,000 @ $52.22 exp. 7/2/27; 16,000 @ $42.88 exp. 7/1/28; 16,000 @ $64.80 exp. 6/30/29; 12,000 @ $60.20 exp. 6/30/30; 12,000 @ $40.05 exp. 6/30/31; 12,000 @ $38.06 exp. 6/30/32; 10,321 @ $41.08 exp. 7/2/33). Unexercisable: 10,111 @ $47.11 exp. 6/30/34 |
| Unvested RSUs | 4,079 units; market value $142,602 (based on $34.96 on 12/31/2024) |
| Realized in 2024 – Option Exercises & RSU Vesting | Shares | Value (USD) |
|---|---|---|
| Options – Shares Acquired on Exercise | 16,000 | $644,640 value realized |
| Stock Awards – Shares Vested | 4,677 | $222,485 value realized |
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Dr. Berthelsen in the proxy biography .
- Prior public/non-profit/committee roles: Board – Texas Academy of Internal Medicine; Caremark National Pharmacy & Therapeutics Committee (1999–2005) .
- Compensation Committee interlocks: None (no member has been an Ionis officer/employee; no interlocking executive roles) .
Expertise & Qualifications
- Physician-operator with ~40 years in a large multispecialty clinic, including board chair experience; brings patient-care, payor/provider, and healthcare operations expertise to Ionis’ governance .
- Governance: Chair of Compensation Committee; service on Nominating/Governance and Medical & Science committees provides cross-functional oversight across pay, board composition/ESG/related-party, and R&D strategy .
- Academic roles as Clinical Professor (Baylor; UT Health) support scientific and clinical perspective in board deliberations .
Equity Ownership
| Beneficial Ownership (as of 3/31/2025) | Amount |
|---|---|
| Total beneficially owned shares | 278,325 (<1%) |
| Notes on composition | Includes 126,321 shares issuable upon exercise of options exercisable on or before May 30, 2025; includes 70 shares owned by his daughter, for which he disclaims beneficial ownership |
| Anti-hedging/pledging policy | Company prohibits directors and employees from hedging or pledging Ionis stock |
Governance Assessment
-
Signals supporting investor confidence:
- Independent director; chairs Compensation Committee that uses an independent consultant (Aon) and maintains equity caps for directors (annual $450k) and higher ownership guidelines instituted in 2023 .
- Strong committee engagement: Compensation (8 meetings + 15 consents), Nominating/Governance (3), Medical & Science (4) in 2024; board executive sessions held quarterly .
- Alignment and risk controls: Anti-hedging/pledging policy; director ownership guideline of 5x base retainer; structured option/RSU grants with defined vesting .
-
Potential risk indicators / red flags to monitor:
- Long tenure (director since 2002) can draw scrutiny on perceived independence; the board’s tenure philosophy emphasizes platform-technology knowledge retention as balancing factor .
- 2024 annual meeting attendance column does not mark him as attended, which may be viewed as a modest engagement concern; however, the proxy states each director attended ≥75% of board/committee meetings .
-
Shareholder feedback context:
- Say-on-Pay passed with ~96% support in 2024, indicating strong shareholder backing of pay governance the Compensation Committee oversees .
Board Governance (Committee Assignments Summary)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation | Chair | 8; plus 15 unanimous written consents |
| Nominating, Governance & Review | Member | 3 |
| Medical & Science | Member | 4 |
Director Compensation Structure (Equity Mechanics)
- Annual grants (2024): 10,111 options @ $47.11 and 4,079 RSUs; vest at next annual meeting or one year, whichever occurs first; options term 10 years .
- Director equity caps: $450,000 (annual); $675,000 (initial) based on grant-date fair value; program allows RSU deferrals beginning 2023 .
- Plan protections: No option repricing/cash-outs without shareholder approval; minimum one-year vesting with limited exceptions; no hedging/pledging .