B. Lynne Parshall, Esq.
CYTOKINETICSAbout B. Lynne Parshall, Esq.
Independent director since February 2013; age 71. Former Chief Operating & Business Officer at Ionis Pharmaceuticals (1991–2017) and ex-Partner at Cooley LLP. Holds a J.D. from Stanford Law School and a B.A. from Harvard; designated an “audit committee financial expert.” Re‑nominated as a Class III director for a new three-year term at the May 14, 2025 annual meeting.
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ionis Pharmaceuticals, Inc. | Various roles up to Chief Operating & Business Officer | 1991–2017 | Senior operating leader |
| Cooley LLP | Partner | Pre‑1991 | Corporate law background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ionis Pharmaceuticals, Inc. | Director | Current | Public biotech board experience |
| Foghorn Therapeutics Inc. | Director | Since Aug 2022 | Public biotech, epigenetics focus |
| Repetoir Immune Medicines, Inc. (private) | Director | Since Dec 2021 | Private life sciences |
| Ring Therapeutics (private) | Director | Since Mar 2022 | Private life sciences |
| Alltrna (private) | Director | Since 2023 | Private life sciences |
| Celdeara Medical (private) | Director | Since 2023 | Private company |
| Akcea Therapeutics Inc. | Director | 2015–Oct 2020 | Prior public biotech |
Board Governance
- Independence: Board has affirmatively determined all directors other than the CEO are independent (includes Parshall).
- Committee assignments (2025): Audit Committee Chair; Compliance Committee member; Transactions Committee Chair.
- Attendance: Board met 10 times in 2024; each director attended at least 75% of Board and committee meetings. Audit (5), Compliance (4), Transactions (1) meetings held in 2024.
- Nomination: Standing for re‑election as Class III director; director resignation policy applies if “WITHHOLD” votes exceed “FOR.”
- Board structure: Classified board with staggered 3‑year terms.
| Committee | Role | Evidence |
|---|---|---|
| Audit | Chair; designated “audit committee financial expert” | |
| Compliance | Member | |
| Transactions | Chair |
Fixed Compensation
- Retainer framework (non‑employee directors, 2024/2025): Base retainer $50,000; committee chair/member retainers as below.
- 2024 fees earned (Parshall): $89,167 in cash fees (includes base and committee retainers; note small overpayment to be offset in 2025).
| Retainer Type | Annual Amount | Notes |
|---|---|---|
| Base Director Retainer | $50,000 | Cash or elect equity in lieu of cash for base retainer only |
| Audit Committee Chair | $25,000 (effective Jul 1, 2024; $20,000 prior) | Parshall is Chair |
| Audit Committee Member | $12,500 (effective Jul 1, 2024; $10,000 prior) | Not applicable to Chair |
| Compensation & Talent Chair | $20,000 (effective Jul 1, 2024; $15,000 prior) | |
| Compensation & Talent Member | $10,000 (effective Jul 1, 2024; $7,500 prior) | |
| Nominating & Governance Chair | $10,000 | |
| Nominating & Governance Member | $5,000 | |
| Science & Technology Chair | $25,000 | |
| Science & Technology Member | $7,500 | |
| Transactions Chair | $20,000 (est. Nov 13, 2024) | Parshall is Chair |
| Transactions Member | $10,000 (est. Nov 13, 2024) |
| 2024 Parshall Cash Fees | Amount | Evidence |
|---|---|---|
| Fees Earned or Paid in Cash | $89,167 |
Performance Compensation
- 2024 equity (Parshall): Option awards grant‑date fair value $239,826; RSU awards grant‑date fair value $219,978; total director comp $548,970. Option grant at $60.50 exercise price on May 15, 2024. Unvested RSUs per director 3,636 as of Dec 31, 2024.
- Grant policy: Initial on‑boarding options with $700,000 grant‑date fair value (monthly vest over three years). Continuing directors receive annual RSU+option grants; proxy references aggregate grant date fair value of $440,000, while EIP amendment discussion references $400,000—company also proposes caps of $1,000,000 (annual) and $1,250,000 (initial) for non‑employee directors under the EIP, subject to shareholder approval.
- Vesting & post‑service exercise (director options): Options vest monthly over ~1 year; RSUs vest at the next annual meeting or 1‑year anniversary. Post‑resignation option exercise windows extended to 1/2/3 years based on service length (modification in March 2024 resulted in ~$1.1M incremental expense in 2024).
| Metric | 2024 Value | Date/Terms | Evidence |
|---|---|---|---|
| Option Awards (grant‑date FV) | $239,826 | Granted May 15, 2024; exercise price $60.50 | |
| RSU Awards (grant‑date FV) | $219,978 | Granted May 15, 2024 | |
| Unvested RSUs (as of 12/31/2024) | 3,636 | One‑year vest at next annual meeting or anniversary | |
| Initial Director Option Grant Policy | $700,000 FV | Vests monthly over 3 years | |
| Annual Director Equity Grant Policy | $440,000 FV (RSUs+Options) | Options monthly over ≤1 year; RSUs one‑year cliff | |
| EIP Proposed Caps (non‑employee directors) | $1,000,000 annual; $1,250,000 initial | Subject to stockholder approval |
Note: Proxy contains two references to the annual grant policy ($400,000 vs $440,000); company’s director compensation section details $440,000 aggregate FV, while the EIP amendment section references $400,000.
Change‑of‑Control treatment for director awards: If not assumed/substituted, time‑based options/SARs fully vest, RSU restrictions lapse, and performance awards deemed achieved at target; if assumed and a director is involuntarily terminated (other than voluntary resignation not at the successor’s request), similar full vesting applies.
Other Directorships & Interlocks
| Company | Sector | Potential Interlock Considerations |
|---|---|---|
| Ionis Pharmaceuticals, Inc. | Biotechnology (RNA‑targeted) | No specific CYTK related‑party transactions disclosed |
| Foghorn Therapeutics Inc. | Biotechnology (chromatin regulation) | No specific CYTK related‑party transactions disclosed |
The proxy describes related‑party review procedures and does not disclose any related‑party transaction involving Parshall.
Expertise & Qualifications
- Legal and corporate governance expertise (J.D., prior law firm partner).
- Biopharma operating leadership (Ionis COO/Business Officer), business development and funding of specialty/orphan programs.
- Financial oversight credentials (Audit Chair; “audit committee financial expert”).
- Memberships: Licensing Executives Society; American, California, San Diego bar associations.
Equity Ownership
| Component | Amount | Notes |
|---|---|---|
| Shares held | 15,000 | Direct ownership |
| Options exercisable within 60 days | 37,882 | Vested/exercisable |
| Total beneficial ownership | 52,882 | <1% of outstanding shares |
| Unvested RSUs (12/31/2024) | 3,636 | Director RSU balance |
| Hedging/Pledging | Prohibited by company policy | Aligns with investor protections |
| Stock ownership policy | Required for directors/executives | Minimum ownership policy in place |
Governance Assessment
- Strengths: Independent director with deep biopharma operating and legal expertise; Audit Chair and designated financial expert; broad committee leadership (Audit and Transactions) supporting oversight of financial reporting and strategic transactions; attendance thresholds met.
- Alignment: Meaningful equity component (options and RSUs) with standard vesting; hedging/pledging prohibited; ownership policy in place.
- Compensation governance: Introduction of explicit caps on director equity awards under EIP; annual say‑on‑pay support was ~96% in 2024, signaling investor confidence in compensation practices.
- Potential watch‑items: Inconsistent references to annual director equity grant ($400k vs $440k) warrant clarification to avoid perceived opacity; ensure continued monitoring of multi‑board service against company’s overboarding policy.
Director Compensation (2024 snapshot)
| Component | Parshall (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $89,167 | Includes base + committee retainers; small overpayment noted to be offset in 2025 |
| Option Awards (grant‑date FV) | $239,826 | Exercise price $60.50; granted May 15, 2024 |
| Stock Awards (grant‑date FV) | $219,978 | RSUs granted May 15, 2024 |
| Total | $548,970 |
Insider Trades / Section 16(a) Compliance
| Item | Status | Evidence |
|---|---|---|
| Delinquent Section 16(a) filings (Parshall) | None disclosed for Parshall; section lists late filings for certain executives and one director (not Parshall) |
Related-Party Exposure
- Policy: Audit Committee reviews related‑party transactions; Compensation Committee reviews compensation matters; Governance Committee reviews any ethics waivers.
- Disclosure: No specific related‑party transactions involving Parshall disclosed in the 2025 proxy.
Compensation Committee Analysis Context (Board-wide)
- Independent compensation advisor (Aon); peer group positioning at/around median for target compensation; adoption of performance stock units (PSUs) in 2024 for executives (not directors).
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay approval: ~96% in favor at 2024 annual meeting.
- Engagement: Board met with holders of ~55% of outstanding shares in 2024; addressed overboarding and PSU usage; codified overboarding limits (≤5 public boards; ≤3 if CEO of another public company).
RED FLAGS
- None disclosed specific to Parshall (no related‑party transactions; no Section 16(a) delinquencies; independence affirmed). Monitor annual equity grant policy clarity ($400k vs $440k reference) to avoid governance ambiguity.