Adrian R. Krainer, Ph.D.
About Adrian R. Krainer, Ph.D.
Independent Class I director of Stoke Therapeutics (STOK) since June 2014; age 66. Co‑founder of Stoke; St. Giles Professor at Cold Spring Harbor Laboratory (CSHL), where his RNA splicing research led to the invention and development of SPINRAZA; B.A. in Biochemistry (Columbia) and Ph.D. in Biochemistry (Harvard) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stoke Therapeutics, Inc. | Co‑founder; Director (Class I) | Since June 2014 | Independent director; member, Nominating & Corporate Governance Committee |
| Cold Spring Harbor Laboratory | St. Giles Professor | Since 1986 | Inventor/scientific leadership leading to SPINRAZA development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cold Spring Harbor Laboratory | St. Giles Professor | Since 1986 | Academic appointment; not a corporate directorship |
| Other public company boards | — | — | None disclosed in proxy biography |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Adrian R. Krainer, Ph.D. is independent under Nasdaq and SEC rules . |
| Committees | Member, Nominating & Corporate Governance Committee; Chair: Arthur A. Levin, Ph.D. . |
| Board/Committee meeting cadence (2024) | Board: 7; Audit: 4; Compensation: 5; Nominating & Corporate Governance: 4 . |
| Attendance (2024) | Each director attended at least 75% of aggregate Board and applicable committee meetings; nine directors attended last annual meeting . |
| Board leadership | Interim Executive Chair separate from Interim CEO (enhanced oversight) . |
| Risk oversight | Committee‑based oversight (Audit: controls/compliance; Compensation: comp risk; Nominating & Gov: governance/regulatory) . |
| Anti‑hedging/pledging | Company policy prohibits hedging/pledging by directors unless approved by Compliance Officer . |
| Clawback | Company‑wide Dodd‑Frank–compliant clawback policy adopted Sept 2023 (administered by Comp Committee) . |
| Related‑party transactions | None since Jan 1, 2024 meeting the disclosure threshold; policy requires Audit Committee review/approval of any such transactions . |
Fixed Compensation
| Component | 2024 (Actual) | 2025 (Program Terms) |
|---|---|---|
| Annual cash retainer (Board member) | $40,000 (program level) | $40,000 (Board member); $35,000 Non‑Executive Chair; directors may elect to receive general retainer in RSUs vesting quarterly . |
| Committee chair fees | Audit: $15,000; Compensation: $10,000; Nominating & Gov: $10,000 (program levels) | Audit: $20,000; Compensation: $15,000; Nominating & Gov: $10,000 . |
| Committee member fees | Audit: $7,500; Compensation: $5,000; Nominating & Gov: $5,000 (program levels) | Audit: $10,000; Compensation: $7,500; Nominating & Gov: $5,000 . |
| Krainer – cash fees received | $45,000 (reflects committee service) | Not disclosed (2025 actuals not yet reported). |
Notes: 2025 cash and equity program targeted at ~65th percentile of peer group based on Aon analysis; non‑employee director compensation capped at ≤65th percentile .
Performance Compensation
| Equity Element | 2024 (Actual) | 2025 (Program Terms) | Vesting/Other Terms |
|---|---|---|---|
| Annual option grant – all non‑employee directors | Target fair value ≈ $86,000 at June 2024 annual grant; Krainer option award grant‑date fair value $85,946 | Annual option grant target fair value ≈ $224,000 | 2024 annual options vest at next annual meeting or 1‑year anniversary, subject to service ; 2025 initial/annual grants follow 12 quarterly vesting for initial and 1‑year vesting for annual, per program . |
| Initial option grant (new directors) | ≈ $172,000 fair value (if applicable) | ≈ $448,000 fair value | Initial option grants vest in 12 substantially equal quarterly installments, subject to service . |
No director performance metrics apply to director equity; awards are time‑based options intended to align directors with shareholders via share price appreciation .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Dr. Krainer . |
| Private/academic boards | St. Giles Professor at CSHL (academic role) . |
| Interlocks/conflicts | No related‑party transactions disclosed; Board policies require prior review/approval of any such transactions . |
Expertise & Qualifications
- RNA splicing and antisense therapeutics expert; research led to SPINRAZA’s invention/development .
- Academic credentials: B.A. Biochemistry (Columbia), Ph.D. Biochemistry (Harvard) .
- Governance: Independent director; service on Nominating & Corporate Governance Committee .
Equity Ownership
| As of/Metric | Value |
|---|---|
| Total beneficial ownership | 550,675 shares (≈1.0% of outstanding) . |
| Common shares owned | 404,718 shares . |
| Options exercisable within 60 days | 145,957 shares . |
| Options outstanding (total) | 153,596 options outstanding as of 12/31/2024 . |
| Shares pledged as collateral | None disclosed; company policy restricts pledging absent Compliance Officer approval . |
Notes: Percent ownership based on 54,595,714 shares outstanding as of March 31, 2025 .
Governance Assessment
- Strengths
- Independence affirmed; service on governance committee; attendance threshold met; separation of Chair/CEO roles supports oversight .
- Strong alignment: meaningful equity ownership; director equity awarded as options; anti‑hedging/pledging policy reduces misalignment risk; clawback policy in place .
- Clean related‑party profile: no related transactions disclosed; Section 16 compliance substantially timely (no disclosure of issues for Krainer) .
- Watch items
- 2025 director equity grant targets increased materially (to ~$224k annual), though kept at ≤65th percentile; monitor pay‑for‑demand dynamics vs. micro‑cap biotech peers and any shifts to RSUs for cash retainers (could modestly reduce risk alignment vs. options) .
- Co‑founder status can raise independence perceptions in some governance frameworks, though Board determined independence under Nasdaq standards .
No legal proceedings, SEC investigations, option repricings, pledging/hedging exceptions, or related‑party transactions involving Dr. Krainer were disclosed in the latest proxy .
Director‑Specific Compensation (2024 Detail)
| Metric | Amount |
|---|---|
| Fees earned/paid in cash (Krainer) | $45,000 . |
| Option awards grant‑date fair value (Krainer) | $85,946 . |
| Total (Krainer) | $130,946 . |
| Director option awards outstanding (Krainer) | 153,596 options as of 12/31/2024 . |
Compensation Program Context
- Non‑employee director program (2024): $40k cash retainer; additional retainers for Board Chair ($30k) and committee roles; annual option grant ≈$86k fair value; initial option grant ≈$172k fair value .
- 2025 revisions (≤65th percentile target): annual option grant ≈$224k; initial option grant ≈$448k; increased committee retainers; option vesting and optional RSU election for cash retainer to enhance alignment/retention .
- Independent compensation consultant: Aon retained by Compensation Committee; Committee determined no conflicts of interest .
- Compensation peer group (2024) emphasizes clinical‑stage gene/cell editing biotech peers; used for both executive and director pay benchmarking .