Muna Bhanji
CYTOKINETICSAbout Muna Bhanji
Independent Class III director at Cytokinetics (since February 2021), age 62, with 30+ years at Merck leading global market access and policy; founder and president of TIBA Global Access (biopharma commercialization/market access consultancy). Education: Bachelor of Pharmacy (Rutgers School of Pharmacy) and MBA (St. Joseph’s University) . CYTK board tenure: 2021–present; independent status affirmed by the Board (all directors except CEO are independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co. | Senior Vice President, Global Market Access & Policy | Through December 2020 | Led global payer reimbursement and patient access; senior leadership across U.S. and global commercial organizations |
External Roles
| Organization | Role | Start | Type |
|---|---|---|---|
| Ardelyx, Inc. | Director | 2021 | Public company board |
| Veracyte, Inc. | Director | 2021 | Public company board |
| Intellia Therapeutics Inc. | Director | May 2022 | Public company board |
| Lumanity (Arsenal Capital Partners portfolio) | Director | 2021 | Private company board |
| CORUS International | Director | Current | Non-profit board |
| Possible Health (Nepal NGO) | Director (prior) | Prior | Non-profit board (historical) |
| Foundation of Managed Care Pharmacy | Director (prior) | Prior | Non-profit board (historical) |
| Merck, Netherlands | Chair, Supervisory Board | Prior | Corporate supervisory role (historical) |
Board Governance
- Committee assignments: Chair, Compliance Committee; Member, Nominating & Governance Committee; Member, Transactions Committee .
- Independence: Board affirmatively determined independence for all directors other than the CEO .
- Attendance: Board met 10 times in FY2024; each director attended at least 75% of Board and applicable committee meetings; 2024 attendance at the annual meeting was 100% of then‑directors .
- Committee activity (FY2024): Compliance Committee met 4 times ; Governance Committee met 9 times ; Transactions Committee (created Nov 2024) met once .
- Stockholder engagement: Company met with holders of ~55% of outstanding shares and contacted ~65% in 2024 .
- Governance policies: Overboarding limits—no more than five public boards (three if serving as a public company CEO) . Classified Board retained with periodic reevaluation as the company matures .
Fixed Compensation
| Component | Value/Policy |
|---|---|
| 2024 Fees Earned or Paid in Cash (CYTK) | $65,000 |
| 2024 Option Awards (Grant‑date fair value) | $239,826 |
| 2024 Stock Awards (RSUs; Grant‑date fair value) | $219,978 |
| 2024 Total Director Compensation | $524,804 |
| Base annual cash retainer (Other directors) | $50,000 |
| Committee chair annual retainer – Compliance | $15,000 |
| Committee member annual retainer – Nominating & Governance | $5,000 |
| Committee member annual retainer – Transactions | $10,000 |
| Election to receive base retainer in equity | Directors may elect 50% or 100% of base retainer in fully‑vested common stock each quarter |
Additional director equity program detail:
- Annual recurring equity grant for continuing non‑employee directors: aggregate grant‑date fair value $440,000 (RSUs + options), granted on the date of annual meeting; options vest monthly over ~1 year; RSUs vest in one installment within ~1 year .
- 2024 director option grants had an exercise price of $60.50 (fair market value at grant date) .
Performance Compensation
- Non‑employee director pay is not tied to explicit performance metrics; director equity awards (RSUs/options) vest based on time per policy—no PSUs or financial/ESG hurdles disclosed for directors .
Other Directorships & Interlocks
- Compensation Committee interlocks: None in 2024 (no member served on another company’s compensation committee with CYTK executives) .
- No related‑party transactions involving Ms. Bhanji are disclosed; related‑party transactions would be reviewed by the Audit Committee per policy .
Expertise & Qualifications
- Specialization: Global market access, payer strategy, commercialization, sales/marketing operations .
- Board contribution: Compliance leadership and commercialization expertise relevant to aficamten launch preparations .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (Feb 28, 2025) | 82,164 shares (includes 12,031 shares directly owned; 70,133 options exercisable within 60 days) |
| Percent of shares outstanding | <1% (indicated by *) |
| Hedging and pledging | Prohibited for directors; trades only via Rule 10b5‑1 plans |
| Stock ownership guidelines | Directors must hold 3× annual cash retainer; retain 100% of shares from RSU vesting/option exercises until reaching guideline (net of taxes/exercise price) |
| Late Section 16 filings (2024) | None mentioned for Ms. Bhanji; late filings were noted for other insiders (Blum, Malik, Wierenga) |
Governance Assessment
-
Positive signals:
- Independent director with deep commercialization and market access expertise; chairs Compliance, supporting risk oversight during commercialization ramp .
- Strong alignment mechanisms: director equity grants with time‑based vesting; prohibition on hedging/pledging; ownership guidelines for directors .
- Board adopted explicit caps on non‑employee director equity awards in the EIP ($1,000,000 annual; $1,250,000 initial), mitigating concerns about the Board approving its own compensation levels .
- No delinquent Section 16 filings disclosed for Ms. Bhanji .
- Active stockholder engagement; say‑on‑pay support of ~96% in 2024 indicates broad investor confidence in compensation governance .
-
Watch items:
- Multiple public company board service (Ardelyx, Veracyte, Intellia, plus CYTK = four public boards) is within CYTK’s overboarding limit, but continued monitoring of time commitments is prudent as CYTK transitions toward commercialization .
- Classified Board structure remains in place; while the Board commits to reevaluation, some investors prefer annual elections—ongoing assessment of declassification may affect governance perceptions .
-
Conflicts/Related‑party exposure:
- No related‑party transactions involving Ms. Bhanji disclosed; Audit Committee oversight framework is in place for any such matters .