Edward M. Kaye, M.D.
CYTOKINETICSAbout Edward M. Kaye, M.D.
Edward M. Kaye, M.D. (age 75) is an independent Class I director of Cytokinetics, serving on the board since May 2016. He is a pediatric neurologist with extensive clinical development leadership across rare neuromuscular diseases, formerly CEO of Stoke Therapeutics and Sarepta Therapeutics, and a long-time Genzyme executive . The board has affirmatively determined he is independent under Nasdaq rules; he attended at least 75% of board and committee meetings in the last fiscal year .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Stoke Therapeutics, Inc. | Chief Executive Officer; Director (current) | CEO 2017–March 2025; ongoing director | Led a genetic medicines company; remains on board |
| Sarepta Therapeutics, Inc. | President & CEO; Interim CEO; Chief Medical Officer; Director | CMO Jun 2011–Apr 2017; Interim CEO Mar 2015–Sep 2016; CEO Sep 2016–Jun 2017 | Directed approval-critical neuromuscular programs; board service |
| Genzyme Corporation | Group VP, Clinical Development | ~10 years (prior to Sarepta) | Oversaw lysosomal storage disease and genetic neurology clinical research |
| Children’s Hospital of Philadelphia | Chief of Biochemical Genetics | Prior to industry roles | Leadership in pediatric biochemical genetics |
| University of Pennsylvania School of Medicine | Associate Professor of Neurology & Pediatrics | Prior to industry roles | Academic leadership and teaching |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Avidity Biosciences, Inc. | Director | Current | Public company board |
| Stoke Therapeutics, Inc. | Director | Current | Former CEO through March 2025 |
| Massachusetts Biotechnology Council | Board member | Current | Industry non-profit governance |
| Convergence Bio (private) | Director | Current | Private company board |
| Editorial boards & scientific advisory boards | Member | Ongoing | Boards include ULF, SMA Foundation, CureCMD, CureDuchenne, Prize4Life |
Board Governance
- Committee assignments (member): Audit; Compensation & Talent; Science & Technology; Transactions .
- Independence: Board determined all directors except the CEO are independent under Nasdaq/Exchange Act; Kaye is independent .
- Attendance: Board met 10 times; all directors attended at least 75% of board/committee meetings; 2024 annual meeting attendance by all ten directors .
- Governance signals: 38% withhold on Kaye’s 2023 re-election due to overboarding concerns; in response, the board adopted guidelines limiting public boards to ≤5 (≤3 if serving as a public-company CEO). Kaye resigned as CEO of Stoke in March 2025, which the board believes resolves the concern .
- Leadership: Board Chair is John T. Henderson; CEO is Robert Blum (split roles) .
Committee Participation and Activity (2024)
| Committee | Kaye’s Role | Chair | 2024 Meetings |
|---|---|---|---|
| Audit Committee | Member | B. Lynne Parshall | 5 |
| Compensation & Talent Committee | Member | Nancy J. Wysenski | 8 |
| Science & Technology Committee | Member | Wendell Wierenga | 4 |
| Transactions Committee | Member | B. Lynne Parshall | 1 (committee established Nov 2024) |
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Fees earned or paid in cash (2024) | $72,917 | Director Compensation Table |
| Base annual retainer (non-chair directors) | $50,000 | Annual Retainers |
| Committee member retainers (annual) | Audit $12,500; Compensation $10,000; Science & Technology $7,500; Transactions $10,000 | Annual Retainers |
| Equity in lieu of cash election | Kaye received 784 shares under the quarterly equity-in-lieu program in 2024 | Equity in Lieu of Cash Retainer Option |
Performance Compensation
Directors receive time-based equity (no performance metrics). Annual director equity grants vest over one year; options vest monthly; RSUs vest as a single installment at the earlier of one year or the next annual meeting .
| Award Detail (2024) | Value/Terms | Source |
|---|---|---|
| Option awards (grant-date fair value) | $239,826 | Director Compensation Table |
| Stock (RSU) awards (grant-date fair value) | $219,978 | Director Compensation Table |
| 2024 director option exercise price | $60.50 per share (May 15, 2024 grants) | Director Compensation Table |
| Vesting schedules | Options: monthly until earlier of 1-year or next annual meeting; RSUs: one installment at earlier of 1-year or next annual meeting | Non-Employee Director Equity Compensation Policy |
| 2025 non-employee director equity policy (adopted) | Initial on-boarding options grant target value $700,000; annual grants for continuing directors target value $400,000; plan imposes annual caps of $1,000,000 (annual) and $1,250,000 (on-boarding) | EIP amendment and policy |
| Option post-service exercise modification | Post-resignation exercise window extended based on years of service; modification accounted for ~$1.1M incremental expense across directors in 2024 | Policy update |
Performance Metrics Table (Directors)
| Metric Type | Applied to Director Equity | Vesting/Measurement | Source |
|---|---|---|---|
| Performance-based metrics (PSUs/targets) | None disclosed for directors | N/A – director awards are time-based | |
| Time-based vesting | Yes (options and RSUs) | Options monthly; RSUs one-time vesting at earlier of 1-year or next AGM |
Other Directorships & Interlocks
- Compensation committee interlocks: None; Kaye served on CYTK’s Compensation Committee without interlocks in 2024 .
- Potential interlocks/conflicts: None disclosed; related-party transactions subject to Audit Committee review; no such transactions involving directors disclosed in 2024 .
Expertise & Qualifications
- Medical education/training: Loyola University Stritch School of Medicine (medical education, pediatric training), Boston City Hospital/Boston University (child neurology), neurochemical research fellowship at Bedford VA Hospital/Boston University .
- Technical expertise: Clinical research and development in rare neuromuscular diseases; leadership across regulatory, clinical, and commercialization interfaces .
- Advisory/recognition: Editorial boards and scientific advisory memberships (ULF, SMA Foundation, CureCMD, CureDuchenne, Prize4Life) .
Equity Ownership
| Ownership Detail (as of Feb 28, 2025) | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 172,721 shares (<1%) | “*” indicates <1% |
| Direct shares owned | 20,208 | Beneficially owned directly |
| Options exercisable within 60 days | 152,513 | Contributes to beneficial ownership |
| Stock ownership guidelines (directors) | 3x annual cash retainer; 100% net shares retained until met (with 10b5‑1 exceptions) | Policy disclosure |
| Hedging & pledging | Prohibited for officers/directors/employees | Policy disclosure |
Governance Assessment
-
Positives
- Independent director with deep clinical and regulatory expertise relevant to CYTK’s pipeline and Science & Technology oversight .
- Active committee service (Audit; Compensation; S&T; Transactions), supporting board effectiveness; no compensation interlocks .
- Shareholder-responsive governance adjustments (board seat limits) following 2023 withhold vote; Kaye’s transition from CEO resolved overboarding concerns .
- Strong alignment policies: director stock ownership guidelines; clawback (recoupment) policy; hedging/pledging prohibitions .
-
Risks/RED FLAGS
- Historical overboarding signal (38% withhold on Kaye’s election in 2023) highlights prior investor concern; continued monitoring of external commitments warranted .
- Equity award caps increased via EIP amendment (director maximums up to $1,000,000 annual; $1,250,000 on-boarding), providing flexibility but expanding potential grant headroom; investors should monitor grant sizing relative to policy targets ($700k on-boarding; $400k annual) .
- No director-specific related-party transactions disclosed; processes in place for review, but absence of per-director disclosure requires ongoing surveillance .
-
Shareholder feedback context
- 2024 Say-on-Pay support was ~96% (executive pay advisory), indicating broad support for pay practices; not directly about director pay but relevant to overall compensation governance .
Change-of-Control Treatment (Director Awards)
- If awards are not assumed or substituted, time-based options/SARs fully vest; time-based restrictions on restricted stock lapse; performance awards deemed achieved at target. If assumed and the director’s role is terminated (other than voluntary resignation not at successor’s request), options/SARs fully vest, and performance/RSU restrictions lapse .
Insider Trading Controls
- Trading limited to Rule 10b5-1 plans for officers/directors; late Section 16 filings in 2024 involved other executives/directors (not Kaye) due to administrative errors .