Wendell Wierenga, Ph.D.
CYTOKINETICSAbout Wendell Wierenga, Ph.D.
Independent Class I director of Cytokinetics (CYTK), age 77, serving since February 2011. Ph.D. in Chemistry from Stanford University and B.A. from Hope College; over three decades of senior R&D leadership and biotech governance experience across Upjohn, Parke‑Davis/Warner‑Lambert, Syrrx, Neurocrine, Ambit, and Santarus . The Board has affirmatively determined he is independent under Nasdaq and SEC rules . CYTK’s Board met 10 times in 2024; all directors attended at least 75% of Board and committee meetings .
Past Roles
| Organization | Role | Tenure | Notes/Committees/Impact |
|---|---|---|---|
| Upjohn Pharmaceuticals | Research & drug discovery roles, Executive Director of Discovery Research | ~16 years (prior to 1990) | Built discovery capabilities |
| Parke‑Davis/Warner‑Lambert (now Pfizer) | SVP Worldwide Pharmaceutical Sciences, Technologies & Development | 1990–2000 | Global development leadership |
| Syrrx, Inc. (now part of Takeda) | Chief Executive Officer | 2000–2003 | Led structure‑based drug discovery company |
| Neurocrine Biosciences | EVP Research & Development | 2003–2006 | Advanced R&D programs |
| Ambit Biosciences | EVP Research & Development | 2006–2011 | Oncology/kinase programs |
| Santarus (acquired by Salix; then Valeant) | EVP Research & Development | 2011–2014 | Late‑stage and commercial R&D oversight |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Crinetics Pharmaceuticals | Director | Since 2014 | Public |
| Dermata Therapeutics | Director | Since Sept 2016 | Public |
| Onyx Pharmaceuticals | Director | 1996–2013 | Public (historical) |
| XenoPort | Director | 2001–Aug 2016 | Public (historical) |
| Ocera Therapeutics | Director | Dec 2013–Dec 2018 | Public (historical) |
| Anacor Pharmaceuticals | Director | Sept 2014–July 2016 | Public (historical) |
| Apricus Biosciences | Director | Mar 2014–Dec 2018 | Public (historical) |
| Concert Pharmaceuticals | Director | Mar 2014–June 2019 | Public (historical) |
| Patara Pharma | Director | 2015–Nov 2018 | Private (historical) |
Board Governance
| Attribute | Details |
|---|---|
| Director Class | Class I |
| Independence | Independent (Nasdaq/SEC) |
| Committees | Compensation & Talent (member); Nominating & Governance (member); Science & Technology (Chair) |
| Committee Meeting Cadence (2024) | Compensation: 8; Governance: 9; Science & Technology: 4 |
| Board Attendance | ≥75% of Board/committee meetings for all directors in 2024 |
| Board Structure | Classified board (staggered terms) |
| Leadership | Board Chair: John T. Henderson; CEO separate from Chair |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $85,833 | Overpayments for certain retainers to be offset in 2025; election possible to take base retainer in equity |
| Equity in Lieu of Cash Retainer (Shares) | 391 shares | Under Equity‑in‑Lieu program |
| Per‑Meeting Fees | None | CYTK does not pay per‑meeting fees |
| Standard Annual Retainers (Policy Reference) | Board Chair $85,000; other directors $50,000; Committee chair/member retainers per committee (e.g., Science & Tech Chair $25,000; Compensation member $10,000; Governance member $5,000) | Policy schedule; individual totals depend on roles/elections |
Performance Compensation
| Grant Detail | Value/Terms | Vesting/Features |
|---|---|---|
| Annual Option Award (May 15, 2024) | Grant‑date fair value $239,826; exercise price $60.50 | Options vest monthly over the year until next annual meeting; 10‑year max term per plan |
| Annual RSU Award (May 15, 2024) | Grant‑date fair value $219,978 | RSUs vest in one installment at one‑year or next annual meeting |
| Unvested RSUs (12/31/2024) | 3,636 units | — |
| Option Exercise Window Modification (Mar 2024) | Incremental fair value recognized; Dr. Wierenga ≈$0.2 million included in option award value | Extended post‑resignation exercise window based on years of service |
| Director Equity Policy (2024 practice) | Continuing directors: mixed RSU + option grant, aggregate target ≈$440,000 | Service‑based vesting; no performance metrics |
| Director Equity Limits (proposed 2025) | Annual cap $1,000,000; onboarding cap $1,250,000 (subject to stockholder approval) | Intended to mitigate self‑approval optics |
| Change‑of‑Control Treatment | If not assumed/substituted: time‑based awards fully vest; performance‑based deemed at target; if assumed then director termination triggers full vesting |
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Compensation Committee Interlocks (2024) | None; no member served on another company’s board/comp committee with CYTK executive overlap |
| External Public Boards | Crinetics Pharmaceuticals; Dermata Therapeutics (current) |
Expertise & Qualifications
- Deep R&D and discovery leadership across big pharma and biotech; former CEO (Syrrx) and multiple EVP R&D roles .
- Chairs Science & Technology Committee; contributes to strategic R&D direction and regulatory strategy oversight .
- Independent director with long tenure (since 2011) and multi‑company board experience .
Equity Ownership
| Measure | Amount |
|---|---|
| Total Beneficial Ownership | 188,425 shares (less than 1%) |
| Directly Held Shares | 19,171 shares |
| Options Exercisable (within 60 days of 2/28/2025) | 169,254 shares |
| Hedging/Pledging | Prohibited by policy (no hedging/pledging allowed) |
| Stock Ownership Policy | Directors required to maintain minimum ownership (policy exists; numeric multiple not disclosed in proxy) |
Insider Trades
| Date | Filing | Transaction | Notes |
|---|---|---|---|
| Oct 28, 2024 | Form 4 (filed Oct 31, 2024) | Sale transaction | Late filing due to administrative error; company notes other late filings for certain executives in 2024 |
Governance Assessment
- Board effectiveness: Wierenga chairs Science & Technology and serves on Compensation and Governance—positions aligned with his R&D depth; independence affirmed; attendance threshold met (≥75%) .
- Director pay mix: Heavy equity component (options + RSUs) aligns incentives with shareholders; equity‑in‑lieu program reinforces ownership; no per‑meeting fees; policy‑level caps proposed to limit director equity values and mitigate self‑approval optics .
- Conflicts/related‑party exposure: Proxy discloses related‑party transaction review policies; no specific related‑party transactions involving Wierenga are disclosed .
- Committee risk oversight: Compensation Committee reviews compensation risk and uses independent consultant (Aon); no interlocks reported; science committee provides strategic R&D oversight .
RED FLAGS
- Late Form 4 filing for a personal sale on Oct 28, 2024 (filed Oct 31, 2024); company attributes to administrative error—minor but noteworthy for compliance tracking .
- Option exercise window extension for directors increased grant fair values (≈$0.2m incremental for Wierenga)—shareholder‑sensitive; Board offset by proposing formal annual caps on director equity .
Alignment signals
- Significant option/RSU holdings and election to receive retainer in shares (391 shares) demonstrate skin‑in‑the‑game; hedging/pledging prohibited; stock ownership policy in place .