Andrew M. Callos
CYTOKINETICSAbout Andrew M. Callos
Andrew M. Callos is Executive Vice President, Chief Commercial Officer at Cytokinetics (CYTK), serving since March 2021; he is 56 and holds a B.S. in Commerce and Engineering from Drexel University . He spent 20+ years at Pfizer/Wyeth, including roles as Regional President & GM North America (Upjohn, Pfizer), VP U.S. Cardiology & Metabolic Marketing (led Eliquis commercialization), VP Head of Inflammation Marketing (Europe), and VP Global Commercial Development (Rare Disease), and 7 years at Accenture in consulting . CYTK is pre-commercial and does not link executive pay to traditional revenue/EBITDA; company-level TSR grew cumulatively ~126% from 2020–2024 while net losses increased given R&D scale-up and pre-commercial status . Say‑on‑pay support was ~96% in 2024, and CYTK implemented performance stock units (PSUs) in 2024 to strengthen pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pfizer | Regional President & GM North America, Upjohn | 11+ years at Pfizer | Led large P&L and commercialization across North America; senior franchise leadership |
| Pfizer | VP U.S. Cardiology & Metabolic Marketing | 11+ years at Pfizer | Led U.S. commercialization of Eliquis; deep cardiovascular market expertise |
| Pfizer | VP Head of Inflammation Marketing (Europe) | 11+ years at Pfizer | Ran EU marketing for inflammation portfolio; multi-region go-to-market |
| Pfizer | VP Global Commercial Development (Rare Disease) | 11+ years at Pfizer | Shaped global portfolio strategy in rare disease |
| Wyeth Pharmaceuticals | AVP Marketing; Business Planning & Analysis | 10+ years at Wyeth | Cross-functional commercial planning; product marketing leadership |
| Accenture | Consulting Manager | 7 years | Strategy/operations consulting foundation |
External Roles
None disclosed .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $523,640 | $562,913 |
| Target Bonus % of Salary | 45% | 45% |
| Actual Bonus Paid ($, paid following year) | $220,911 | $269,143 |
Performance Compensation
Annual Cash Incentive (NEIP)
| Component | Weighting | Target | Actual (2023) | Actual (2024) | Payout ($) |
|---|---|---|---|---|---|
| Corporate Achievement | 75% | 100% | 90% | 110% | $220,911 (2023) ; $269,143 (2024) |
| Individual Achievement (Callos) | 25% | 100% | 105% | 95% | Included in total payouts above |
Notes: NEIP max 120% of target; CEO bonuses are 100% corporate; for other NEOs, weighting is 75% corporate/25% individual .
Long-Term Equity (2024 grant design; 40% RSUs / 30% PSUs / 30% Options)
| Instrument | Grant Value ($) | Units/Terms | Vesting |
|---|---|---|---|
| RSUs | $1,080,000 | 16,941 units (3/14/2024) | 40% at 1-year, 40% at 2-year, 20% at 3-year anniversaries |
| Stock Options | $810,000 | 19,570 options @ $63.75 (3/14/2024) | 25% at 1-year, then monthly over next 36 months |
| PSUs – Milestone I | Included in $1,620,000 total PSU target | Target 12,706 units (3/14/2024) | Achieved submission/acceptance by 2024 without priority review → 50% forfeited; 25% vested Dec 2024; 25% vest Dec 2025 subject to service |
| PSUs – Milestone II | Included in $1,620,000 total PSU target | Target 12,706 units (3/14/2024) | Earn/vest contingent on FDA approval by Q3 2025 and REMS profile; 50–100% earn range with half immediate vest at certification and half 1-year later; if Q4 2025, only 25% earn; otherwise forfeit |
Equity Ownership & Alignment
| Metric | As of Feb 29, 2024 | As of Feb 28–Mar 31, 2025 |
|---|---|---|
| Beneficial Ownership – Total Shares | 161,729 | 242,799 |
| Direct/Common Shares Held | 12,251 | 26,771 |
| Options Exercisable within 60 days | 149,478 | 216,028 |
| Options Outstanding (vested+unvested) | — | 292,067 |
| Unvested RSUs | — | 48,851 |
| Unvested/Unearned PSUs | — | 15,883 (maximum shares underlying PSUs) |
| Stock Ownership Guidelines | 1.0–1.5x salary for NEOs; 100% retention of net shares until compliant | |
| Hedging/Pledging | Prohibited (no short sales, derivatives hedging, or pledging) | |
| Insider Trading Controls | Trading limited to 10b5‑1 plans; recoupment (clawback) policy adopted Oct 2023 | |
| Section 16 Compliance Note | Late Form 4s for tax-withholding RSUs on Mar 4, 2024; administrative late filings cited |
Option/RSU Activity Indicators
| Activity | 2023 | 2024 |
|---|---|---|
| Options Exercised (#) | 0 | 0 |
| RSUs Vested (#) | 11,125 (value $454,706) | 23,176 (value $1,507,596) |
Employment Terms
| Provision | Detail |
|---|---|
| Severance (Change-in-Control) | 18 months base salary continuation; lump sum equal to full target annual bonus plus pro‑rata target for year of termination; continued employee benefits up to 18 months; full acceleration of equity upon qualifying resignation/termination post‑CIC; 280G “cutback” to avoid excise tax |
| Equity Acceleration (Plan-level CIC) | If awards are not assumed/substituted in CIC: time-based options/RSUs fully vest; performance awards deemed achieved at target; options/SARs become exercisable for a stated window pre‑CIC |
| Trigger Structure | “Double trigger” required for NEO equity acceleration (CIC plus qualifying termination) |
| Clawback | Mandatory recoupment of incentive compensation upon financial restatement; board-level policy also permits recovery for misconduct-related restatements |
| Other Conditions | Continued severance subject to release; covenants include confidentiality, invention assignment, non‑competition clauses; 409A compliant |
Compensation Structure Analysis
- Shift to targeted dollar-value equity grants in 2024 with mix 40% RSUs/30% PSUs/30% options, replacing prior fixed-unit grants; introduces explicit milestone PSUs tied to NDA timing/approval and regulatory outcomes, increasing at-risk, performance-contingent pay .
- NEIP retains 75% corporate and 25% individual weighting; corporate achievement moved from 90% (2023) to 110% (2024), reflecting progress on aficamten submissions, financing, and pipeline objectives, while individual achievement for Callos moved from 105% to 95% .
- Hedging/pledging prohibitions and ownership guidelines support alignment; clawback adopted in 2023 enhances governance .
Investment Implications
- Alignment: Introduction of milestone PSUs and double-trigger acceleration improves pay-for-performance and retention during commercialization ramp; ownership guidelines and no-hedge/no-pledge policies reduce misalignment risk .
- Execution risk: Callos’ CV track record (Eliquis) aligns with CYTK’s near-term commercialization needs; individual goals emphasize EU/U.S. launch readiness, pricing/PRMA governance, and compliance rigor .
- Selling pressure: No option exercises in 2023–2024; RSU vesting increased in 2024; PSUs partly vested and partly deferred (Milestone I) with Milestone II contingent on FDA/REMS outcomes, moderating near-term sell pressure and tying vesting to key catalysts .
- Governance and shareholder support: Strong say‑on‑pay (~96%) and use of independent comp consultant; peer-targeted pay at 50th–75th percentile suggests compensation is competitive but not excessive relative to peers .