Fady I. Malik, M.D., Ph.D.
CYTOKINETICSAbout Fady I. Malik, M.D., Ph.D.
Dr. Fady Malik is Executive Vice President, Research & Development at Cytokinetics (since Nov 2015) and has been with the company since inception in 1998. He is a Clinical Professor in the Cardiology Division at UCSF and practiced as an interventional cardiologist at the San Francisco VA Medical Center for over 18 years; education includes a B.S. (UC Berkeley), Ph.D. (UCSF), and M.D. (UCSF) . Company performance context: revenues grew to $18.5M in FY2024 from $7.5M in FY2023 while EBITDA losses widened to $(526.7)M from $(484.3)M (S&P Global)*. Over 2020–2024, Cytokinetics delivered cumulative TSR growth of 126% versus a 9% decline for the Nasdaq Biotech Index, though TSR fell in 2024 versus 2023 .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | $7,530,000* | $18,474,000* |
| EBITDA ($) | $(484,313,000)* | $(526,717,000)* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cytokinetics | EVP, Research & Development | 2015–present | Leads R&D; advancement of cardiovascular program including aficamten . |
| Cytokinetics | SVP, R&D | 2014–2015 | Senior R&D leadership during late-stage pipeline maturation . |
| Cytokinetics | SVP, Research & Early Development | 2012–2014 | Built early-stage pipeline; muscle biology focus . |
| Cytokinetics | VP, Biology | 2008–2012 | Built cardiovascular and muscle programs . |
| Cytokinetics | Various roles since inception | 1998–2008 | Foundational biology leadership in cardio/muscle programs . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of California, San Francisco (UCSF) | Clinical Professor, Cardiology | 2000–present | Academic-clinical expertise in cardiology informing development . |
| San Francisco VA Medical Center | Interventional Cardiologist | ~2000–2018+ | >18 years clinical practice; translational perspective . |
| Rocket Pharmaceuticals, Inc. | Director | 2022–present | External governance exposure in biotech . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $558,117 | $586,023 | $609,464 |
| Target Bonus % of Salary | 45% (policy, see NEIP) | 45% (policy) | 45% (policy) |
| Actual NEIP Bonus ($) | $207,829 | $240,636 | $287,972 |
Notes: 2024 NEIP corporate achievement set at 110% and Dr. Malik’s individual achievement at 90% (weighting 75% corporate/25% individual), consistent with the $287,972 payout .
Performance Compensation
Annual Cash Incentive (NEIP) Mechanics and Result (2024)
| Metric | Weight | Target | Actual | Payout Factor |
|---|---|---|---|---|
| Corporate goals | 75% | 100% | 110% | 1.10 |
| Individual goals (Malik) | 25% | 100% | 90% | 0.90 |
| Weighted outcome | — | — | — | 0.75×1.10 + 0.25×0.90 = 1.05 |
| Dollar payout | — | $274,259 (45% of $609,464) | — | $287,972 |
Corporate goals emphasized aficamten (45% weight; NDA submissions US/EU/China, CMC completion; launch readiness) and financing ($650M+ committed capital), with pipeline and research goals; Compensation Committee determined 110% overall achievement for 2024 .
2024 Long-Term Equity Grants (mix shift to RSUs/PSUs)
| Instrument | Grant Date | Quantity/Value | Key Terms |
|---|---|---|---|
| Stock Options | 3/14/2024 | 24,644 options; grant date fair value $1,061,641; strike $63.75; exp. 3/14/2034 | Vests monthly over 4 years through 3/14/2028 (Note 5). |
| RSUs | 3/14/2024 | 21,333 RSUs; grant date fair value $1,359,979 | 40% vests 3/14/2025, 40% vests 3/14/2026, 20% vests 3/14/2027 (Note 11); general RSU policy 40/40/20 . |
| PSUs – Milestone I | 3/14/2024 | Target 16,000; threshold 4,000 | Based on NDA timing and priority review; in Dec 2024, 50% of Milestone I PSUs earned (no priority review): 25% vested Dec 2024 and 25% vest Dec 2025 . |
| PSUs – Milestone II | 3/14/2024 | Target 16,000; threshold 4,000 | Based on FDA approval by 3Q25 and REMS profile; not yet determined as of 12/31/2024 . |
Grant-sizing moved to target dollar values (40% RSUs, 30% PSUs, 30% options), reflecting a shift toward RSUs/PSUs and away from options in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 502,124 shares total; comprised of 52,826 shares held and 449,298 options exercisable within 60 days (as of 2/28/2025); <1% of outstanding . Approx. ownership ≈ 0.42% (502,124 / 118,430,937) . |
| Outstanding awards (3/31/2025) | Options outstanding 576,175; unvested RSUs 60,249; unvested/unearthed PSUs 20,000 . |
| 2024 equity vest/realizations | Stock vested: 39,000 shares ($2,562,040 value). Options exercised: 186,000 shares ($9,201,927 value realized) . |
| Near-term scheduled vesting | 2024 RSUs: 8,533 on 3/14/2025 and 8,533 on 3/14/2026; remaining 20% on 3/14/2027 (Note 11). Milestone I PSUs: 4,000 vest Dec 2025 per certification . |
| Hedging/pledging | Prohibited; policy also restricts trading except via Rule 10b5-1 plans . |
| Ownership guidelines | NEOs required to hold 1.0–1.5× salary; retention requirement until met . |
| Section 16 compliance note | Late Form 4 for Dr. Malik on June 13, 2024 sale (filed June 20) due to administrative error; RSU tax-withholding filings also late on Mar 7, 2024 . |
Employment Terms
| Provision | Dr. Malik Terms |
|---|---|
| Change-in-control (CIC) severance (double trigger) | 18 months’ base salary; lump-sum target NEIP bonus; full vesting acceleration of equity; 18 months’ benefits; 280G cutback applies; also eligible for Executive Severance Plan pro-rata bonus . |
| Potential CIC payouts (as of 12/31/2024) | Salary $914,196; Bonus $274,259; Equity acceleration $3,355,504; Options acceleration $665,369; Benefits $104,475; Total $5,313,803 . |
| Equity plan CIC mechanics | If not assumed, time-based awards vest and performance awards vest at target; if assumed and then termination (non-voluntary), double-trigger acceleration applies . |
| Clawback | Incentive Compensation Recoupment Policy compliant with Exchange Act 10D/Nasdaq 5608 for material restatements (effective for comp on/after Oct 2, 2023) . |
| Non-compete/other | Severance conditioned on confidentiality/IP and non-competition clauses . |
Compensation Structure Analysis
- Cash vs equity mix: 2024 total equity grant fair value ($3.40M stock awards + $1.06M options) rose versus 2023 ($1.57M stock + $2.03M options), signaling a pivot toward RSUs/PSUs and away from options; base salary increased ~4% (merit) .
- Pay-for-performance alignment: NEIP payout (105% of target) tracked corporate achievement (110%) and individual assessment (90%) with clear weighting (75%/25%) .
- PSU program design: 2024 PSUs tied to high-value regulatory milestones for aficamten (NDA timing, review status; approval/REMS quality); half of Milestone I earned/vesting split Dec 2024/Dec 2025; Milestone II pending—provides forward performance leverage and retention .
- Peer benchmarking and targets: Target total cash aimed around median peers and target total cash+equity between 50th–75th percentile; peer group updated in 2024 to match late-stage/commercial-prep profile .
Performance & Track Record
- Aficamten pivotal/regulatory progress: NDA submitted by 3Q24 and accepted by 4Q24 (no priority review), triggering partial Milestone I PSU earn/vest .
- Corporate goals achieved above target (110%) across aficamten launch readiness, financing ($650M+ objective), pipeline and research, indicating operational execution in Dr. Malik’s remit (R&D, regulatory interfaces) .
- TSR context: strong multi-year cumulative TSR (2020–2024 +126%) but step-down in 2024 vs 2023, reflecting market volatility into the approval window .
Compensation Governance, Peer Group, and Say‑on‑Pay
- Peer group: ACAD, AMGN? (specific peers include Acadia, Apellis, Arrowhead, Ascendis, Blueprint, BridgeBio, Denali, Halozyme, Immunovant, Intra-Cellular, Insmed, Ionis, Karuna, Legend Biotech, Madrigal, Mirati, Neurocrine, Sarepta, Ultragenyx, Vaxcyte) tailored to size/stage in 2024 review .
- Policies: no option repricing; hedging/pledging prohibited; ownership guidelines; 10b5‑1 trading policy; independent comp consultant (Aon) .
- Say‑on‑pay: ~96% approval at 2024 annual meeting, indicating broad investor support .
Risk Indicators & Potential Selling Pressure
- 2024 realizations: 186,000 options exercised and 39,000 shares vested for Dr. Malik—indicates liquidity events; company also reported late Form 4 (admin error) on a June 2024 sale and late tax-withholding filings, which are minor compliance lapses but not indicative of misconduct .
- Scheduled 2025–2026 releases: RSU tranches (from 2024 grant) in March 2025/2026 and PSU Milestone I time-based tranche in Dec 2025 could create modest periodic supply, partially netted by tax withholding .
Multi‑Year Compensation Summary (Dr. Malik)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | NEIP Bonus ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 558,117 | 1,128,900 | 1,637,300 | 207,829 | 3,543,194 |
| 2023 | 586,023 | 1,565,200 | 2,034,800 | 240,636 | 4,439,665 |
| 2024 | 609,464 | 3,399,979 | 1,061,641 | 287,972 | 5,371,389 |
Outstanding Equity Detail (Selected, as of 12/31/2024)
| Type | Detail |
|---|---|
| Options (selected 2024 grant) | 24,644 options at $63.75, exp. 3/14/2034; vests monthly through 3/14/2028 . |
| RSUs (2024 grant) | 21,333 unvested; 40%/40%/20% vest 2025/2026/2027 (Note 11). |
| PSUs – Milestone I | 50% earned (no priority review); 4,000 vested Dec 2024; 4,000 to vest Dec 2025 (time-based) . |
| PSUs – Milestone II | 16,000 target outstanding (pending milestone determination) . |
Employment Terms (CIC Economics, as of 12/31/2024)
| Component | Amount ($) |
|---|---|
| Salary (18 months) | 914,196 |
| Bonus (target) | 274,259 |
| Equity acceleration (RSUs/PSUs) | 3,355,504 |
| Options acceleration (intrinsic) | 665,369 |
| Benefits (18 months) | 104,475 |
| Total | 5,313,803 |
Investment Implications
- Alignment and retention: Strong equity orientation with milestone-linked PSUs tied to aficamten regulatory outcomes and time-staggered RSU vesting signal retention focus through key 2025–2026 catalysts; double-trigger CIC with full equity acceleration is market-standard but adds potential dilution in a transaction .
- Near-term supply: Scheduled RSU and PSU vesting (Dec 2025) plus historical exercises imply periodic, manageable insider supply; policies prohibit hedging/pledging and emphasize ownership, supporting alignment .
- Pay-for-performance: 2024 NEIP paid close to target on 110% corporate/90% individual outcomes; mix shift to RSUs/PSUs reduces risk relative to options and directly links upside to regulatory/approval success .
- Execution risk vs value creation: Partial PSU earn (Milestone I) reflects operational progress (NDA acceptance) but absence of priority review delays timing; Milestone II (approval/REMS profile by 3Q25) is the critical lever for incremental vesting and value realization .
References:
- 2025 DEF 14A (Cytokinetics, Apr 10, 2025) for executive biography, compensation, ownership, policies, severance, performance metrics, and equity plan terms .
- 8-Ks for governance changes (board appointments/resignations) .
S&P Global note: Revenue and EBITDA values marked with an asterisk are retrieved from S&P Global.