John T. Henderson, M.B., Ch.B.
CYTOKINETICSAbout John T. Henderson, M.B., Ch.B.
Independent Chairman of the Board at Cytokinetics since April 2022; director since February 2009. Age 80; educated at University of Edinburgh (medical degrees), Fellow of the Royal College of Physicians (Ed.) and the Faculty of Pharmaceutical Medicine. Former Pfizer Vice President (Europe and Japan R&D; Medical for Europe/US/International), President of Futurepharm LLC (since Dec 2000), ex-Chairman and director of Myriad Genetics (2004–Dec 2020) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer Inc. | Vice President; senior medical/R&D leadership across geographies | ~25+ years; retired Dec 2000 | Led global drug development; cross-functional medical oversight |
| NeuroVia, Inc. (private) | Chief Development Officer; executive officer | Through Oct 2018 | Clinical development leadership |
| Myriad Genetics, Inc. | Director; Chairman | 2004–Dec 2020 | Board leadership; diagnostics industry governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Futurepharm LLC | President; pharma industry consultant | Since Dec 2000 | Strategic development advisory |
Board Governance
- Board leadership: Independent Chairman (separate from CEO), consistent with policy to split roles; Board sees the structure as appropriate for current stage .
- Independence: Board affirmatively determined Henderson (and all directors other than CEO) are independent under Nasdaq/Exchange Act rules .
- Tenure/class: Class III director; standing for re-election at 2025 annual meeting .
- Committee assignments (2025):
- Nominating & Governance Committee – Chair
- Audit Committee – Member; committee held 5 meetings in FY2024
- Science & Technology Committee – Member; 4 meetings in FY2024
- Transactions Committee – Member; created Nov 2024; 1 meeting in FY2024
- Board attendance: Each director attended ≥75% of Board and committee meetings; Board held 10 meetings in FY2024 .
- Stockholder engagement and governance policies: Board instituted limits on outside public boards (≤5; ≤3 if a public-company CEO) following investor feedback; committed to periodic review of classified board structure .
Fixed Compensation (Director Program)
| Component | Amount (USD) | Notes |
|---|---|---|
| Base retainer – Board Chair | $85,000 | Annual cash; eligible to elect equity in lieu of cash (base retainer only) |
| Base retainer – Other directors | $50,000 | Annual cash; equity-in-lieu election available for base retainer |
| Committee chair retainers | Audit $25,000; Compensation & Talent $20,000; Nominating & Governance $10,000; Science & Technology $25,000; Transactions $20,000 | Increases effective July 1, 2024 for Audit/Comp & Talent; Transactions Committee added Nov 13, 2024 |
| Committee member retainers | Audit $12,500; Compensation & Talent $10,000; Nominating & Governance $5,000; Science & Technology $7,500; Transactions $10,000 | Audit/Comp member rates increased effective July 1, 2024 |
| Equity in lieu of cash retainer option | 50% or 100% of base retainer in fully-vested common stock | Granted quarterly; does not apply to committee retainers |
Performance Compensation (Director Equity and Terms)
| Equity Award | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|
| Initial on-boarding grant (non-employee director) | $700,000 (stock options) | Equal monthly over 3 years | Closing price-based valuation on first Board date; options only |
| Annual grant (continuing director) | $440,000 (RSUs + stock options) | Options vest monthly until earlier of 1-year anniversary or next annual meeting; RSUs vest in one installment on earlier of 1-year anniversary or next annual meeting | Aggregate value at grant; alignment via equity mix |
| Plan-imposed annual caps (subject to stockholder-approved amendment) | $1,000,000 (continuing director annual grants); $1,250,000 (initial grant to new directors) | N/A | Adopted to mitigate conflicts and retain flexibility; subject to stockholder approval under Proposal Two |
Additional terms:
- Change-in-control treatment: If awards are not assumed/substituted, time-based options/SARs fully vest; RSU restrictions lapse; performance shares/units/RSUs deemed achieved at target. If assumed/substituted and director terminates (other than voluntary resignation not at successor’s request), same full vesting/lapse applies .
- Option exercise window after Board resignation: Modified Mar 2024 to allow 1–3 years post-resignation based on years of Board service; recorded ~$1.1M incremental expense under Topic 718 .
- Hedging/pledging: Company policy prohibits directors from hedging or pledging Company securities .
- Trading plans: Henderson adopted a Rule 10b5-1 plan on Sep 2, 2025 providing for sale of up to 28,750 shares with termination at the earlier of May 18, 2026 or completion of planned sales .
Other Directorships & Interlocks
| Company | Role | Period | Notes |
|---|---|---|---|
| Myriad Genetics, Inc. | Director; Chairman | 2004–Dec 2020 | Independent healthcare diagnostics company |
- Compensation Committee interlocks: None; no cross-board or executive interlocks disclosed for 2024 .
Expertise & Qualifications
- Deep global drug development/medical leadership; former Pfizer VP leading European/Japan R&D and global medical functions .
- Prior public board leadership (Chairman, Myriad Genetics) and extensive pharma/biotech governance experience .
- Medical degrees (University of Edinburgh); Fellow of Royal College of Physicians (Ed.) and Faculty of Pharmaceutical Medicine .
Equity Ownership
| Holder | Shares Owned | Options Exercisable ≤60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| John T. Henderson | 43,595 (direct) | 207,516 | 251,277 (incl. 83 shares held by spouse; disclaimed) | <1% (asterisked in proxy) |
Ownership policy:
- Director stock ownership guideline: Maintain common stock/RSUs equal to 3x annual cash retainer; retain 100% of net shares until guideline met (subject to 10b5-1 exceptions) .
Governance Assessment
- Board effectiveness: Independent Chair with long-tenured sector expertise; active leadership as Governance Committee Chair and membership across Audit, Science & Technology, and Transactions Committees—supportive of robust oversight (committee breadth; meeting cadence) .
- Independence and attendance: Affirmed independence; met minimum attendance standards; Board structure separates CEO/Chair roles, enhancing oversight .
- Compensation alignment: Director cash retainers scaled by leadership/committee service; equity mix (RSUs/options) vests over annual cycles to align with sustained performance; annual caps mitigate self-setting risks; ability to receive base retainer in stock increases alignment .
- Ownership alignment: Material beneficial stake with significant vested options; subject to ownership guidelines; hedging/pledging prohibited .
- Potential conflicts/related-party exposure: No related-party transactions involving Henderson are identified in the provided proxy excerpts; Board instituted over-boarding limits responsive to investor feedback .
- Signals to investors:
- Neutral: Adoption of a 10b5-1 plan for structured sales (up to 28,750 shares) is consistent with policy and transparency requirements .
- Positive: Formal limits on director grants, enhanced option post-service windows, and ownership guidelines strengthen governance quality and alignment .
- Company-level risk context: Ongoing litigation regarding aficamten regulatory disclosures is company risk and not director-specific; governance committees should continue robust oversight of disclosure controls .