Arthur A. Levin, Ph.D.
About Arthur A. Levin, Ph.D.
Independent Class II director of Stoke Therapeutics (since September 2015). Age 71 as of April 7, 2025; Ph.D. in Toxicology (University of Rochester) and B.S. in Biology (Muhlenberg College). Veteran RNA/nucleic-acid therapeutics executive with prior senior roles at Ionis, Santaris, miRagen, and Avidity; currently serves on Avidity Biosciences’ board . Determined independent by the Board under Nasdaq and SEC rules; attended at least 75% of Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avidity Biosciences, Inc. | Chief Scientific Officer; later Distinguished Scientist & Strategic Leader | CSO: Jan 2014–Feb 2023; Distinguished Scientist: Feb 2023–Dec 2024 | Led nucleic-acid-based therapeutics; transition to strategic advisory |
| miRagen Therapeutics, Inc. | Executive Vice President | Apr 2012–Jan 2014 | RNA-focused therapeutics leadership |
| Santaris Pharma A/S Corp. | Senior management positions | Not specified (prior to 2012) | Nucleic acid platform development |
| Ionis Pharmaceuticals, Inc. | Senior management positions | Not specified (prior to 2012) | Antisense therapeutics strategy/execution |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Avidity Biosciences, Inc. (public) | Director | Since Feb 2023–present | Committee assignments not disclosed in STOK proxy |
Board Governance
- Independence: Board determined Levin is independent under Nasdaq/SEC standards; serves only as non-employee director at STOK .
- Committees: Audit Committee member; Nominating & Corporate Governance Committee Chair . Joined Audit Committee in March 2025 (replacing Tzianabos) .
- Attendance and engagement: In 2024, Board held 7 meetings; Audit 4; Compensation 5; Nominating & Corporate Governance 4; each director attended ≥75% of applicable meetings .
- Tenure: Director since September 2015; currently Class II .
- Independent director sessions: Independent directors meet separately without management on a regular basis .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Cash fees (Levin) | $50,000 | FY2024 | Aggregate cash retainer and committee fees |
| Program—Annual cash retainer | $40,000 | FY2025 policy | Directors may elect RSUs in lieu of cash retainer; vest quarterly |
| Program—Committee chair fees | Audit: $20,000; Comp: $15,000; Nominating: $10,000 | FY2025 policy | Applies to chairs; Levin is Nominating chair |
| Program—Committee member fees | Audit: $10,000; Comp: $7,500; Nominating: $5,000 | FY2025 policy | Applies to members |
| Non-Executive Chair premium | $35,000 | FY2025 policy | Not applicable to Levin |
Performance Compensation
| Equity Element | Grant Value | Period | Vesting |
|---|---|---|---|
| Annual director stock option (Levin) | $85,946 (grant-date FV) | FY2024 | Vests at 1-year anniversary or next annual meeting, subject to service |
| Options outstanding (Levin) | 120,542 options | As of 12/31/2024 | Aggregate outstanding director options |
| FY2025 policy—annual director option | Target FV $224,000 | Post 2025 AGM | Vests at 1-year or next AGM, subject to service |
| FY2025 policy—new director initial option | Target FV $448,000 | Upon appointment | Vests in 12 equal quarterly installments |
No director performance metrics (e.g., TSR hurdles) are tied to director equity; awards are time-based options aligned with service continuity .
Other Directorships & Interlocks
| Company | Relationship to STOK | Interlock/Conflict Notes |
|---|---|---|
| Avidity Biosciences, Inc. | External public board | No related-party transactions with STOK disclosed; Audit Committee oversees related-party policy |
Expertise & Qualifications
- Deep nucleic-acid therapeutics expertise (Ionis, Santaris, miRagen, Avidity) .
- Advanced scientific credentials (Ph.D. Toxicology; B.S. Biology) .
- Governance: Chair of Nominating & Corporate Governance Committee; Audit Committee member; financially literate per committee standards .
Equity Ownership
| Holder | Shares | Ownership % | Breakdown |
|---|---|---|---|
| Arthur A. Levin, Ph.D. | 132,092 | <1% of 54,595,714 outstanding | 1,210 shares directly; 17,979 via Butler‑Levin Revocable Trust; 112,903 options exercisable within 60 days |
| Anti-hedging/pledging policy | Prohibits hedging and pledging without Compliance Officer approval | Policy-level | Insider Trading Policy filed as Exhibit 19.1 to 2024 10-K; no pledging by Levin disclosed in proxy |
Governance Assessment
- Positive signals: Independent status; committee leadership (Nominating chair) and Audit membership; satisfactory attendance; no related-party transactions disclosed; robust anti-hedging/pledging and clawback policies .
- Alignment: Director equity delivered primarily via time-based options; ownership is modest (<1%) but includes significant vested/exercisable options, which can align incentives with long-term value creation .
- Potential considerations: As chair of Nominating & Governance, effectiveness in board refreshment and oversight is central; monitor ongoing committee reassignment (Audit membership change March 2025) and compensation program increases to ensure pay remains within policy caps (≤65th percentile) .
- Compliance and filings: Company reports timely Section 16 filings with limited exceptions not including Levin for 2024, reducing regulatory risk perception .
Director Compensation Detail (FY2024)
| Metric | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $50,000 |
| Option Awards (grant-date FV) | $85,946 |
| Total | $135,946 |
Board & Committee Activity (FY2024)
| Body | Meetings Held | Attendance |
|---|---|---|
| Board of Directors | 7 | Each director ≥75% of applicable meetings |
| Audit Committee | 4 | Each director ≥75% of applicable meetings |
| Compensation Committee | 5 | Each director ≥75% of applicable meetings |
| Nominating & Corporate Governance Committee | 4 | Each director ≥75% of applicable meetings |
Related-Party Exposure
- Policy: All related-party transactions >$120,000 require Audit Committee approval; focus on arm’s-length terms .
- Disclosure: No related-party transactions reported for 2024 other than standard compensation arrangements .
Compensation Peer Group Context (Program Benchmarking)
- Aon engaged as independent consultant; director/executive compensation reviewed against public biotech peers (Phase 1–2 stage, market cap $100–$900mm, <400 employees) .
- FY2025 director compensation designed not to exceed 65th percentile of peers (cash and equity targets as listed above) .