Edward Kaye
About Edward Kaye
Edward M. Kaye, M.D., age 76, is an independent Class III director of Avidity Biosciences (RNA) who has served on the board since August 2019 . He is Chair of the Human Capital Management Committee and a member of the Nominating & Corporate Governance Committee, bringing extensive clinical and biotech leadership experience to board oversight . Dr. Kaye previously served as CEO of Stoke Therapeutics through March 2025 and held senior roles at Sarepta Therapeutics and Genzyme; he holds an M.D. from Loyola University Stritch School of Medicine and a B.S. in Biology/Chemistry from Loyola University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stoke Therapeutics, Inc. | Chief Executive Officer; Director | CEO Oct 2017–Mar 2025; Director since Oct 2017 | Led growth-stage RNA therapeutics company; remained on board post-CEO transition |
| Sarepta Therapeutics, Inc. | President & CEO; Interim CEO; Chief Medical Officer | CEO Sep 2016–Jul 2017; Interim CEO Apr 2015–Sep 2016; CMO Jun 2011–Mar 2017 | Drove rare disease/RNA therapy programs and approvals |
| Genzyme Corporation | Group VP, Clinical Development (and prior roles) | 2001–2011 | Advanced clinical development across multiple programs |
| Children’s Hospital of Philadelphia | Chief of Biochemical Genetics | Prior to industry | Academic leadership in biochemical genetics |
| St. Christopher’s Hospital for Children | Chief of Neurology | Prior to industry | Pediatric neurology leadership |
| Massachusetts General Hospital; Tufts University Medical Center | Research staff | Prior to industry | Clinical research and training |
External Roles
| Organization | Role | Since | Committees/Notes |
|---|---|---|---|
| Cytokinetics, Inc. | Director | N/A (current) | Public company board member |
| Stoke Therapeutics, Inc. | Director | Oct 2017 | Continued board service after CEO tenure |
| Massachusetts Biotechnology Council | Board member | N/A (current) | Serves on Equality, Diversity and Inclusion Committee |
Board Governance
- Committee assignments: Chair, Human Capital Management; Member, Nominating & Corporate Governance .
- Independence: Board determined Dr. Kaye independent under Nasdaq rules (all directors except CEO and Dr. Levin are independent) .
- Attendance and engagement: Board held 4 meetings in 2024; each director attended at least 75% of board and committee meetings; 8 of 9 directors attended the 2024 annual meeting .
- Board structure: Class III director with term expiring at the 2026 annual meeting; Board Chair is Troy Wilson; roles of Chair and CEO are separated .
- Committee activity levels: Human Capital Management Committee met 4 times in 2024; Nominating & Corporate Governance Committee met 3 times in 2024 .
Fixed Compensation
| Component | 2024 Structure | 2025 Structure | Kaye 2024 Cash Earned |
|---|---|---|---|
| Board annual retainer (non-Chair) | $40,000 | $50,000 | $54,000 total cash (includes committee fees) |
| Human Capital Management – Chair | $10,000 | $15,000 | Included in total |
| Nominating & Corporate Governance – Member | $4,000 | $5,000 | Included in total |
| Audit – Member (if applicable) | $7,500 (not applicable to Kaye) | $10,000 (not applicable to Kaye) | N/A |
Notes:
- Cash retainers are paid quarterly; directors are reimbursed for reasonable expenses .
- In 2024, Kaye’s aggregate cash fees were $54,000; he received no additional per-meeting fees .
Performance Compensation
| Equity Element | Detail | Vesting / Terms | 2024 Values (Kaye) |
|---|---|---|---|
| 2024 Annual Director Option Grant | Options granted at 2024 annual meeting with per-director cap; total option value per non-employee director shown | Annual grants generally vest on the earlier of first anniversary or next annual meeting; 2024 grants reduced due to cap | Option award grant-date fair value: $374,989 |
| Options Outstanding (12/31/2024) | Aggregate options held by Kaye | Outstanding at 12/31/2024 (mix of prior years’ grants) | 93,346 options outstanding |
| 2025 Director Equity Program | Mix of options ($225k value) + RSUs ($225k value) annually; initial appointment awards $375k options + $375k RSUs | Annual awards vest by first anniversary/next annual meeting; initial options vest monthly over 3 years; RSUs vest annually over 3 years; all director equity vests on change in control | Program structure for 2025 |
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock Risk | Evidence |
|---|---|---|---|
| Stoke Therapeutics, Inc. | Public biotech (RNA therapeutics) | Potential competitive overlap with RNA; Stoke appears in Avidity’s peer group used for pay benchmarking | Kaye on Stoke board ; Stoke listed in 2024 peer group |
| Cytokinetics, Inc. | Public biotech (cardiovascular muscle biology) | No transactions disclosed with RNA; no interlocks disclosed | Kaye director at Cytokinetics ; no related-party item referencing Kaye |
| Massachusetts Biotechnology Council | Industry association | Governance/ESG involvement; not a commercial conflict | Kaye serves on EDI Committee |
- Related-party transactions: 2024–2025 related-party items include financing and collaborations with BMS and others; none involve Dr. Kaye personally .
- Compensation committee interlocks: HCM Committee members are independent; no current executive served on another company’s comp committee with RNA executives; Troy Wilson is a former RNA CEO (2012–2019) .
Expertise & Qualifications
- Clinical and biotech leadership across rare disease and RNA therapeutics (Sarepta CMO/CEO; Stoke CEO) .
- Board and governance experience at multiple public biotechs (Cytokinetics; Stoke; RNA) .
- Medical training and academic leadership in neurology and biochemical genetics (CHOP; St. Christopher’s; MGH; Tufts) .
- Education: M.D., Loyola University Stritch School of Medicine; B.S. Biology/Chemistry, Loyola University .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % of Outstanding | Composition | Hedging/Pledging |
|---|---|---|---|---|
| Edward M. Kaye, M.D. | 93,346 | <1% | Includes 93,346 options exercisable within 60 days of April 17, 2025 | Company policy prohibits hedging and pledging by directors |
Notes:
- Shares pledged as collateral: none disclosed; company policy prohibits pledging .
- Director ownership guidelines: not disclosed in the proxy .
Director Compensation (Detail)
| Director | 2024 Fees Earned (Cash) | 2024 Option Awards (Grant-Date FV) | Total 2024 Compensation |
|---|---|---|---|
| Edward Kaye, M.D. | $54,000 | $374,989 | $428,989 |
Board Governance Context (as HCM Chair)
- Say-on-pay result (2024 meeting): ~98.5% approval, indicating strong shareholder support for compensation practices overseen by HCM Committee .
- Compensation consultant: Alpine Rewards served as independent advisor to HCM on director and executive pay; committee determined no conflicts .
Governance Assessment
-
Strengths:
- Independent director with deep clinical and biotech operating experience; chairs the compensation (HCM) committee and serves on Nominating & Corporate Governance, supporting board effectiveness and succession oversight .
- Strong attendance culture (≥75% at board/committees), and separation of Chair/CEO roles; broad shareholder support on say‑on‑pay under his committee’s remit .
- Director equity and updated 2025 mix (options + RSUs) enhance ownership alignment; change‑in‑control vesting provides clarity without meeting fees .
-
Watch items / potential red flags:
- External board at Stoke Therapeutics (a named peer in RNA’s compensation peer group) creates potential competitive overlap; requires robust confidentiality safeguards to mitigate information flow risk .
- No specific director stock ownership guidelines disclosed; while hedging/pledging is prohibited, explicit ownership minimums can further strengthen alignment .
-
Conflicts/related parties:
- No related‑party transactions involving Dr. Kaye disclosed for 2024–2025; major related‑party items relate to BMS/Turning Point and financing participants, not to Kaye .
-
Overall implication:
- Kaye’s expertise and committee leadership bolster governance credibility; potential competitive interlock with Stoke is manageable with standard safeguards and should be monitored for any future related‑party transactions or competitive overlaps .