Barry S. Ticho, M.D., Ph.D., FACC
About Barry S. Ticho, M.D., Ph.D., FACC
Chief Medical Officer at Stoke Therapeutics since October 2017; age 65 as of April 7, 2025. Education: B.A. in Biology (Haverford College); M.D. and Ph.D. in Biochemistry & Molecular Biology (University of Chicago) . Stoke is pre‑commercial, measuring success via clinical and operational milestones; pay-versus-performance shows TSR index rising from 56.99 in 2023 to 119.50 in 2024 while net loss narrowed from $(104,699)k to $(88,981)k . 2024 PSUs for executives tied to advancing zorevunersen (Phase 3 transition), with the first metric achieved in December 2024, supporting milestone execution focus .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Verve Therapeutics, Inc. | Chief Executive Officer and Board Member | Mar 2018 – Mar 2019 | Executive leadership and governance at a gene-editing cardiovascular company |
| Moderna, Inc. | Head of Cardiovascular and Metabolic Diseases | Feb 2016 – Sep 2017 | Led CV/Metabolic R&D unit |
| Pfizer, Inc. | Head of External R&D Innovation (Cardiovascular & Metabolic Disease Research Unit) | Oct 2013 – Feb 2016 | External R&D innovation leadership |
| Biogen Inc. | Vice President of Clinical Development | Prior to 2013 | Clinical development leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Verve Therapeutics, Inc. | Board Member | Mar 2018 – Mar 2019 | Service concurrent with CEO tenure |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | 494,259 | 514,030 |
| Target bonus (%) | 40% of base | 40% of base |
| Non‑equity incentive payout ($) | 177,934 | 205,612 |
| Discretionary bonus ($) | — | — |
| All other compensation ($) | 12,356 | 6,859 |
- 2024 corporate and individual goals were achieved at 100% (blended 100% payout), with objectives centered on Dravet program advancement, pipeline development, cash runway extension, and talent retention .
Performance Compensation
Annual Bonus Metrics (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Advance Dravet program | Not disclosed | Board-set | Achieved | 100% of target | Cash (N/A for vesting) |
| Develop pipeline | Not disclosed | Board-set | Achieved | 100% of target | Cash (N/A) |
| Extend cash runway | Not disclosed | Board-set | Achieved | 100% of target | Cash (N/A) |
| Retain and develop key talent | Not disclosed | Board-set | Achieved | 100% of target | Cash (N/A) |
2024 Equity Grants (Barry S. Ticho)
| Award type | Grant date | Shares (#) | Grant date fair value ($) | Key vesting terms |
|---|---|---|---|---|
| Stock options | 3/27/2024 | 60,000 | 609,336 | 48‑month monthly vesting; 10‑year term; exercise price = close on grant date; double‑trigger acceleration on CoC |
| RSUs | 3/27/2024 | 40,000 | 566,800 | 1/4 annually over 4 years; double‑trigger acceleration on CoC |
| PSUs | 3/27/2024 | 40,000 | 566,800 (at max) | Two clinical performance metrics (each 50% weight) tied to Phase 3 transition; 25% vested upon Dec 2024 metric achievement; 25% time‑vests in Dec 2025; remaining tranche depends on 2025 metric; on CoC, metrics deemed achieved and remaining time vests via double trigger |
Equity Ownership & Alignment
| Ownership metric | Value |
|---|---|
| Total beneficial ownership (shares) | 245,228 (60,629 common; 184,599 options exercisable within 60 days) |
| Ownership as % of shares outstanding | <1% (asterisk per proxy) |
| Stock pledging/hedging | Company policy prohibits hedging and pledging without Compliance Officer approval |
| Ownership guidelines | Not disclosed in proxy |
Outstanding Equity & Vesting Exposure (as of 12/31/2024)
| Instrument | Grant date | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration |
|---|---|---|---|---|---|
| Stock option | 12/12/2018 | 84,400 | — | 2.19 | 12/12/2028 |
| Stock option | 12/7/2022 | 31,000 | 31,000 | 7.07 | 12/7/2032 |
| Stock option | 3/15/2023 | 34,387 | 44,213 | 9.15 | 3/15/2033 |
| Stock option | 3/27/2024 | 11,250 | 48,750 | 14.17 | 3/27/2034 |
| Equity award | Grant date | Unvested units (#) | Market value at 12/31/24 ($11.03) |
|---|---|---|---|
| RSU | 3/15/2023 | 39,300 | 433,479 |
| RSU (option exchange) | 12/1/2023 | 11,981 | 132,150 |
| RSU | 3/27/2024 | 40,000 | 441,200 |
| PSU – first tranche (50% achieved) | 3/27/2024 | 10,000 (time‑vest due Dec 2025) | 110,300 |
| PSU – remaining performance tranche | 3/27/2024 | 20,000 (unearned) | 220,600 |
Notes:
- All options/RSUs subject to double‑trigger acceleration upon qualifying change‑of‑control termination; PSU metrics deemed achieved on CoC, with time‑based vesting then double‑triggered .
Employment Terms
- At‑will employment with base salary and target bonus opportunity specified; nine months severance salary and COBRA for termination without cause or for good reason (Kaye 12 months, but Ticho nine months) plus earned but unpaid bonus for completed periods; 12‑month post‑termination non‑solicit .
- Change‑of‑control severance: 12 months of base salary, 100% of then‑current target bonus, 12 months COBRA, and full acceleration of unvested equity if termination without cause/for good reason within the CoC protection window (three months pre‑CoC to 12 months post‑CoC) .
- Anti‑hedging/pledging policy and Dodd‑Frank‑compliant clawback adopted September 2023 (three‑year lookback for incentive‑based compensation tied to financial reporting measures) .
Investment Implications
- Pay mix is equity‑heavy with a tri‑split among options/RSUs/PSUs in 2024, directly linking upside to clinical milestones and stock performance; PSUs weighted 50%/50% across Phase 3 transition metrics (first achieved in Dec 2024), indicating strong milestone alignment .
- Near‑term supply overhang: known time‑based vesting of 10,000 PSUs in Dec 2025 plus annual RSU vesting and ongoing monthly option vesting could modestly increase tradable float; monitor Form 4s near these dates for selling pressure signals .
- Skin‑in‑the‑game: beneficial ownership <1% suggests limited direct downside alignment, though meaningful unvested awards and options provide exposure to value creation; hedging/pledging restrictions reduce misalignment risk .
- Retention and CoC economics: double‑trigger acceleration and 12‑month CoC severance (salary+100% target bonus) lower executive departure friction through a transaction, balancing retention with deal execution flexibility .
- Company performance context: TSR improved in 2024 while losses remain material (net loss $(88,981)k), reinforcing dependence on clinical execution for value creation; PSU structure ties compensation to Phase 3 progress, a key execution risk lever .