Nancy J. Wysenski
CYTOKINETICSAbout Nancy J. Wysenski
Independent director (age 67) serving on Cytokinetics’ board since November 2020, Wysenski is a seasoned commercial operator with CCO/COO experience at Vertex and Endo and CEO experience at EMD Pharmaceuticals, with deep credentials in sales, marketing, commercial operations, and supply chain management . The board has affirmatively determined she is independent under Nasdaq and SEC rules . Her background centers on commercial launch execution and market access in biopharma, aligning with CYTK’s transition toward commercialization .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vertex Pharmaceuticals Inc. | EVP & Chief Commercial Officer | Dec 2009 – Jun 2012 | Led commercial operations and launch execution |
| Endo Pharmaceuticals plc | Chief Operating Officer | Prior to joining Vertex (dates not disclosed) | Led sales, marketing, commercial ops, supply chain, HR, BD |
| EMD Pharmaceuticals, Inc. | President & CEO; VP, Commercial | CEO 2001–2006; VP Commercial 1999–2001 | Helped establish the company; held multiple leadership roles |
| Astra Merck, Inc. (within 1984–1998 service) | VP, Field Sales | 1984–1998 (roles across major pharma) | Senior sales leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alkermes plc | Director | 2013–2023 | Public company board |
| Provention Bio, Inc. | Director | 2020–2023 | Public company board |
| Dova Pharmaceuticals, Inc. | Director | 2018–2019 | Public company board |
| Tetraphase Pharmaceuticals | Director | 2014–Jul 2020 | Public company board |
| Inovio Pharmaceuticals, Inc. | Director | 2015–2017 | Public company board |
| Reata Pharmaceuticals, Inc. | Director | Dates not disclosed | Public company board |
| Healthcare Businesswomen’s Association (RTP) | Founder (chapter) | Not disclosed | Industry leadership |
| HBA National Advisory Board | Advisory board member | Not disclosed | Industry leadership |
| North Carolina Central University | Board of Trustees (two terms) | Not disclosed | Non-profit/academic governance |
No current public company directorships are disclosed for Wysenski in CYTK’s 2025 proxy .
Board Governance
- Committee assignments (CYTK): Chair, Compensation & Talent Committee; Member, Compliance Committee; Member, Science & Technology Committee; Member, Transactions Committee .
- 2024 committee meeting cadence: Compensation (8), Compliance (4), Science & Technology (4); Transactions Committee created Nov 2024; held one meeting in 2024 .
- Independence and attendance: Board determined independent (except CEO); board held 10 meetings in 2024; all directors attended at least 75% of board/committee meetings during their tenure .
- Board leadership: Independent Chair (John T. Henderson) separate from CEO; board periodically evaluates governance structure including classified board; director overboarding policy limits directors to ≤5 public boards (≤3 if sitting CEO) .
- Stockholder engagement and say-on-pay: Company engaged holders of ~55% of outstanding stock in 2024; say-on-pay support ~96% at 2024 annual meeting .
| Committee | Role | 2024 Meetings | Scope/Notes |
|---|---|---|---|
| Compensation & Talent | Chair | 8 | Oversees exec/director pay; engages independent comp consultant |
| Compliance | Member | 4 | Oversees legal/compliance risks, healthcare and data privacy compliance |
| Science & Technology | Member | 4 | Advises on R&D strategy, pipeline, regulatory strategy |
| Transactions | Member | 1 (established Nov-2024) | Reviews significant M&A/financing/licensing transactions |
Fixed Compensation (Director)
- Retainers (structure): Base $50,000; Committee chair retainers: Compensation $20,000 (increased from $15,000 effective 7/1/24), Audit $25,000, Science & Tech $25,000, Compliance $15,000, Transactions $20,000; Committee member retainers: Audit $12,500 (increased from $10,000 7/1/24), Compensation $10,000 (from $7,500 7/1/24), Compliance $7,500, Science & Tech $7,500, Transactions $10,000 . Directors may elect to take 50%/100% of base retainer in fully vested shares each quarter .
- 2024 cash/equity compensation for Wysenski:
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $78,333 |
| Option Awards (grant-date fair value) | $239,826 |
| Stock Awards (grant-date fair value) | $219,978 |
| Total 2024 Director Compensation | $538,137 |
| Shares elected in lieu of retainer | 391 shares |
- Annual director equity: In 2024, continuing non-employee directors received an annual mixed grant (RSUs + options) with aggregate grant-date fair value of $440,000 at the annual meeting . In May 2025, the board approved a policy (subject to stockholder approval) setting an annual grant fair value of $400,000 for continuing directors and a $700,000 onboarding option grant for new directors .
Performance Compensation (Director)
- No performance-based compensation is disclosed for non-employee directors; director equity grants are time-based (RSUs vest in one year; options vest over the year to the next annual meeting) . The company’s 2024 PSU program and milestone-based metrics applied to named executive officers, not directors .
Other Directorships & Interlocks
- No compensation committee interlocks or insider participation identified; Compensation Committee members (including Wysenski) were independent and not company employees; no reciprocal executive/director roles at other companies disclosed for 2024 .
Expertise & Qualifications
- Core skills: commercial strategy and launch, sales, marketing, operations, and supply chain leadership across major pharma and biotech .
- Board skills alignment: governance emphasizes commercialization and risk oversight as CYTK prepares for potential aficamten launch .
Equity Ownership
| Category | Shares |
|---|---|
| Common shares held directly | 17,600 |
| Options exercisable within 60 days (as of Feb 28, 2025) | 70,133 |
| Total beneficial ownership | 87,733 |
| % of common outstanding | <1% (of 118,430,937 shares outstanding as of Feb 28, 2025) |
- Ownership alignment: Directors are required to maintain stock ownership equal to 3x annual cash retainer; ongoing holding requirements apply until guideline is met (company does not disclose per-director compliance status) . Hedging and pledging of company stock are prohibited for directors .
Governance Assessment
- Strengths
- Independent director with deep commercialization track record; chairs the Compensation & Talent Committee, a key post as CYTK transitions to commercialization .
- Active committee workload across compensation, compliance, science/technology, and transactions; attendance threshold met; board independence affirmed .
- Director pay practices benchmarked by independent advisor (Aon); ability to take retainer in stock supports alignment .
- Robust policies: clawback compliant with SEC/Nasdaq, hedging/pledging prohibited, stock ownership guidelines for directors .
- Watch items
- Board approved (subject to stockholder vote) relatively high caps on director award value ($1,000,000 annual; $1,250,000 onboarding), above current policy; while framed as flexibility for recruitment/retention, investors may monitor for pay inflation versus workload .
- Classified board maintained; board notes it will reevaluate as the company matures; some investors prefer annual elections .
- RED FLAGS
- None apparent related to Wysenski: no related-party transactions disclosed, no Section 16(a) filing delinquencies for her, and no hedging/pledging permitted .
Related-Party/Conflicts Check
- The company reports no related-party transactions requiring disclosure and has an Audit Committee review policy for such matters; indemnification for directors is in place . No specific related-party transactions involving Wysenski are disclosed .
Say-on-Pay & Shareholder Feedback (Context)
- Say-on-pay approval ~96% at 2024 annual meeting; board engaged extensively with stockholders on governance and compensation matters .
Insider Trades (Form 4) Snapshot
| Item | Note |
|---|---|
| Late Section 16(a) filings | Company disclosed late filings for certain executives/directors in 2024; Wysenski was not listed among late filers |
For live Form 4 monitoring and transaction-level detail beyond the proxy, request a separate insider-trades pull.
Director Compensation Program Details (Reference)
- 2024 director equity: RSUs and stock options totaling $440,000 grant-date fair value at the annual meeting; vesting aligns with the one-year director service cycle .
- 2025 policy (subject to stockholder approval): annual grant $400,000 (mix of RSUs/options) and onboarding option grant $700,000; plan-level director award caps at $1,000,000 (annual) and $1,250,000 (onboarding) .
Committee Composition Changes and Process
- Compensation Committee relies on independent consultant Aon for market benchmarking and program design; the committee reported no interlocks or insider participation in 2024 .