Robert E. Landry
CYTOKINETICSAbout Robert E. Landry
Robert E. Landry (age 61) is an independent Class II director of Cytokinetics, appointed in February 2025. He previously served as CFO of Regeneron (2013–2024) and spent ~25 years at Wyeth and Pfizer in senior finance and operational roles; he began his career at Coopers & Lybrand and was a CPA in New York. He holds a B.B.A. from the University of Notre Dame and is designated by the Board as an Audit Committee Financial Expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Regeneron Pharmaceuticals | Chief Financial Officer | 2013–2024 | Oversaw finance, IR, IT, competitive intelligence, global non-manufacturing facilities; guided growth, oversaw acquisitions of Checkmate Pharmaceuticals and Decibel Therapeutics; established global affiliates |
| Wyeth & Pfizer, Inc. | Corporate Treasurer; Director of Pharmaceutical Marketing & Sales; SVP Finance; CFO of Wyeth Australia & New Zealand | ~25 years (prior to 2013) | Broad corporate and operational finance leadership across geographies |
| Coopers & Lybrand (PwC) | Auditor | Early career | CPA in New York; foundational accounting experience |
External Roles
No current public company directorships or committee roles were disclosed for Landry in the proxy statement .
Board Governance
| Item | Detail |
|---|---|
| Independence | Board affirmed all directors other than CEO are independent; Landry is independent under Nasdaq and Exchange Act rules |
| Committee assignments | Audit Committee member; Audit Committee comprised of Parshall (Chair), Kaye, Henderson, Landry |
| Financial expert designation | Board designated Landry an “audit committee financial expert” |
| Board attendance | Board held 10 meetings in 2024; each director serving during 2024 attended ≥75% of Board/committee meetings. Landry joined in 2025; individual attendance not yet applicable for 2024 |
| Chair/lead independent | Board Chair: John T. Henderson; policy separates CEO and Chair roles |
| Executive sessions & compliance oversight | Multiple standing committees (Compensation, Governance, Compliance, Science & Technology, Transactions) with specified oversight remits; Landry’s remit is primarily Audit |
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Base retainer (other directors) | $50,000 cash (or election to take 50%/100% in fully vested stock under “Equity in Lieu of Cash Retainer Option”) |
| Board Chair retainer | $85,000 (not applicable to Landry) |
| Committee member retainer (Audit) | $12,500 annually (effective July 1, 2024) |
| Committee chair retainers | Audit $25,000; Compensation $20,000; Science & Technology $25,000; Compliance $15,000; Nominating & Governance $10,000; Transactions $20,000 (not applicable to Landry unless appointed chair) |
| Director equity – onboarding | Stock options with $700,000 grant date fair value; vest monthly over 3 years |
| Director equity – annual | RSUs + stock options with aggregate grant date fair value of $440,000 (2024 practice); Board policy adopted in May 2025 sets annual grant at $400,000 |
| Equity caps (governance safeguard) | Amended 2004 EIP caps non-employee director equity value at $1,000,000 per calendar year (annual grants) and $1,250,000 (initial onboarding grants), subject to stockholder approval |
| Exercise window modification | Post-resignation option exercise windows extended based on years of service (up to 3 years for ≥10 years of service); Topic 718 incremental expense recognized in 2024 |
Robert E. Landry joined in Feb 2025 and thus received no 2024 director compensation; his compensation will follow the program above from his start date .
Performance Compensation
Non-employee director pay at CYTK is a mix of cash retainers and time-based RSUs/options; no director-specific performance metrics (e.g., PSUs) are disclosed for non-employee directors. Performance-based awards and goals in the Amended and Restated 2004 EIP apply broadly to employees and may include measures like TSR, revenue growth, regulatory milestones, etc., but the disclosed director program is time-based RSUs/options with value caps .
Other Directorships & Interlocks
- No public-company directorships for Landry are disclosed; no shared directorships or interlocks with CYTK competitors/suppliers were noted in the proxy .
- Related-party transactions: Policy requires Audit Committee review; proxy does not list any Landry-related transactions .
Expertise & Qualifications
- Extensive large-cap biopharma finance leadership (CFO Regeneron; senior finance roles at Wyeth/Pfizer), global corporate development and M&A; CPA background enhances audit oversight competency .
- Audit Committee Financial Expert designation underscores accounting acumen and governance readiness for financial reporting oversight .
Equity Ownership
| Holder | Direct Shares | Options Exercisable within 60 Days | Unexercisable Options | % of Common Outstanding |
|---|---|---|---|---|
| Robert E. Landry | 0 (not disclosed) | 1,418 | Not disclosed | ~0.0012% (1,418 ÷ 118,430,937 shares outstanding as of 2/28/2025) |
Stock ownership guidelines require non-executive directors to hold Common Stock/RSUs equal to 3× annual cash retainer; directors who have not met their guideline must retain 100% of shares acquired from vesting/exercise (net of taxes/exercise price) until compliant . Hedging and pledging are prohibited for directors; trading generally only under Rule 10b5‑1 plans .
Governance Assessment
- Strengths: Independence and Audit Committee Financial Expert designation; robust, independent Audit Committee membership; stockholder-approved caps on director equity value address self-compensation optics; clear stock ownership, hedging/pledging, and clawback policies (company-wide) enhancing alignment and risk controls .
- Pay mix and alignment: Time-based RSUs/options and elective equity in lieu of cash support “skin-in-the-game”; onboarding and annual grant practices are transparent with defined vesting and capped award values .
- Engagement/attendance: Board-wide ≥75% attendance in 2024; Audit Committee met 5 times (Landry joined 2025, attendance to be tracked prospectively) .
- Potential watchouts: Classified board structure persists (annual declassification not adopted); Board expanded authorized shares of common stock—which may increase dilution flexibility, though justified by financing and commercialization needs (contextual governance considerations rather than Landry-specific) .
- Conflicts/related parties: No Landry-related party transactions disclosed; Audit Committee oversight and approval processes in place .
Overall signal: Landry’s long-tenured CFO background and audit expertise bolster Board financial oversight; director equity caps and ownership policies strengthen alignment, while continued monitoring of dilution, committee workloads, and classified board posture remains relevant to investor confidence .