Robert A. Harrington, M.D.
CYTOKINETICSAbout Robert A. Harrington, M.D.
Robert A. Harrington, M.D. (age 64) is a cardiologist and independent Class II director of Cytokinetics, serving since April 2022. He is the Stephen and Suzanne Weiss Dean of Weill Cornell Medicine and Provost for Medical Affairs of Cornell University; previously Chair of the Department of Medicine at Stanford and Director of the Duke Clinical Research Institute. He holds a B.A. in English from the College of the Holy Cross and an M.D. from Tufts University School of Medicine. His board tenure is ~3 years as of April 2025, with core credentials in cardiovascular clinical research, academic leadership, and national professional society governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Weill Cornell Medicine | Stephen and Suzanne Weiss Dean; Provost for Medical Affairs, Cornell University | Current | Oversees medical academic/clinical strategy; national health system engagement |
| Stanford University School of Medicine | Arthur L. Bloomfield Professor of Medicine; Chair, Department of Medicine | ~10+ years (prior to Weill Cornell) | Led large academic department; research and clinical operations oversight |
| Duke Clinical Research Institute (DCRI) | Director; Richard Sean Stack, MD Distinguished Professor | Prior to Stanford | Directed large-scale cardiovascular clinical research programs |
External Roles
| Organization | Role | Status |
|---|---|---|
| American Heart Association (AHA) | Board of Directors; Science Advisory & Coordinating Committee; Past President (2019–2020) | Current/past |
| American College of Cardiology (ACC) | Board of Trustees (member) | Past member |
| Association of American Physicians (AAP); Association of University Cardiologists (AUC) | Elected member | Current |
| National Academy of Medicine | Member | Elected 2015 |
| Irish Cardiac Society | Stokes Medal | Awarded 2022 |
Board Governance
- Independence: Board affirmatively determined all directors except the CEO are independent under Nasdaq and Exchange Act rules; Harrington is independent .
- Committee assignments: Member, Nominating & Governance Committee and Science & Technology Committee .
- Committee activity: Governance Committee held 9 meetings in 2024; Science & Technology Committee held 4 meetings in 2024 .
- Attendance: Board held 10 meetings in 2024; each director attended ≥75% of aggregate meetings of Board and committees served; all directors attended the 2024 annual meeting .
- Board structure: Classified board (staggered three-year terms); Chairman is John T. Henderson; CEO and Chair roles separated .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees earned/paid in cash | $58,333 | Some or all base retainer payable in cash or equity at director’s election |
| Option awards (grant-date fair value) | $239,826 | Annual grant at 2024 annual meeting; exercise price $60.50; includes incremental fair value from option post-service exercise extension policy |
| Stock awards (grant-date fair value) | $219,978 | RSUs granted at 2024 annual meeting; vest on earlier of one year or next annual meeting |
| Total 2024 compensation | $518,137 | Sum of cash, option, and stock awards |
| Base retainer schedule (program) | $50,000 | Other directors base; chair $85,000 |
| Committee member retainers (program) | Gov: $5,000; SciTech: $7,500 | Committee chair/member retainers as disclosed |
Additional details:
- Equity-in-lieu-of-cash: Harrington elected to receive shares in lieu of part of retainer (784 shares) under the Equity in Lieu of Cash Retainer Option .
- Director equity cadence: Continuing directors receive aggregate $440,000 annual equity grant (RSUs + options) at the annual meeting; new directors receive $700,000 onboarding option grant; vesting terms as disclosed .
Performance Compensation
| Item | Structure | Metrics/Thresholds | Vesting/Terms |
|---|---|---|---|
| Director equity grants | Time-based RSUs and stock options | No performance metrics; designed for alignment and retention | RSUs vest in one installment by one year/next annual meeting; options vest monthly over ~1 year for annual grants; onboarding options vest monthly over 3 years |
| Director grant caps (EIP) | Annual grant cap $1,000,000; onboarding cap $1,250,000 | Applies to non-employee directors under amended 2004 EIP | Codified in plan and subject to stockholder approval in 2025 |
| 2024 strike price | $60.50 | Annual option grant at FMV on May 15, 2024 | Standard non-repricing policy |
| Unvested RSUs (as of 12/31/2024) | 3,636 units (per director) | Time-based | Vests at one year/next annual meeting |
Note: CYTK’s non-employee director awards are not performance-conditioned; performance stock units (PSUs) apply to executives, not directors -.
Other Directorships & Interlocks
- Public company boards: None disclosed for Harrington .
- Non-profit/professional boards: AHA Board; ACC Board of Trustees (prior); multiple medical societies; academic leadership at Weill Cornell .
- Interlocks: Compensation Committee disclosed no interlocks with CYTK during 2024; Harrington is not listed as serving on Compensation Committee .
Expertise & Qualifications
- Cardiovascular clinical research leader; extensive experience directing large clinical research organizations (DCRI) and academic medicine departments (Stanford) .
- National professional society leadership (AHA Past President), elected memberships (AAP, AUC, National Academy of Medicine), and recognized awards (AHA Clinical Research Prize; CLCD Distinguished Achievement; Stokes Medal) .
- Qualifications map well to CYTK’s science and clinical development oversight via Science & Technology Committee membership .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 70,712 shares | <1% of outstanding; includes direct and option holdings |
| Direct shares | 10,579 shares | Shares held directly by Harrington |
| Options exercisable within 60 days (2/28/2025) | 60,133 shares | Vested options included in beneficial ownership |
| Percent of common outstanding | <1% | Denominator 118,430,937 shares as of 2/28/2025 |
Governance Assessment
- Strengths: Independent status; active participation on governance and scientific oversight committees; robust attendance compliance; strong domain expertise in cardiology/clinical research aligning with CYTK’s pipeline; director equity grant caps added to EIP mitigate self-compensation optics .
- Alignment: Holds equity and options; may receive equity in lieu of cash retainer; stock ownership guidelines require directors to maintain 3x annual cash retainer; hedging/pledging prohibited; clawback policy in place .
- Potential conflicts: No related-party transactions disclosed involving Harrington; Audit Committee reviews any related-party transactions per policy .
- Engagement signals: Governance Committee and S&T Committee workloads (9 and 4 meetings respectively) indicate active committee oversight; Board’s shareholder outreach and say-on-pay approval (96% in 2024) reflect positive investor engagement, though focused on executive pay .
- RED FLAGS: None disclosed specific to Harrington. Company notes classified board structure persists; Board amended guidelines to address over-boarding concerns broadly, but Harrington is not implicated in prior withhold votes or over-boarding issues .