Edward M. Kaye, M.D.
About Edward M. Kaye, M.D.
Edward M. Kaye, M.D. is a Class III director nominee (age 75) with service on Stoke’s board since October 2017; he served as Chief Executive Officer from October 2017 until March 19, 2025 and now continues as a non-executive advisor and director . He earned a B.S. in Biology/Chemistry from Loyola University and an M.D. from Loyola University Stritch School of Medicine, and brings extensive clinical and biotech leadership experience (Genzyme, Sarepta, academic neurology roles) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sarepta Therapeutics | President & CEO; Interim CEO; Chief Medical Officer | CMO Jun 2011–Mar 2017; Interim CEO Apr 2015–Sep 2016; President & CEO Sep 2016–Jul 2017 | Led regulatory and clinical programs |
| Genzyme Corporation | Group VP, Clinical Development (and prior roles) | 2001–2011 | Led clinical development |
| Children’s Hospital of Philadelphia | Chief of Biochemical Genetics | Prior to industry | Pediatric genetics leadership |
| St. Christopher’s Hospital for Children | Chief of Neurology | Prior to industry | Pediatric neurology leadership |
| Massachusetts General Hospital; Tufts Medical Center | Research staff | Prior to industry | Academic research |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Cytokinetics, Inc. | Director | Current | Public biopharma board |
| Avidity Biosciences, Inc. | Director | Current | Public biotech board; also Arthur A. Levin is on Avidity board → interlock |
| Massachusetts Biotechnology Council | Director | Current | Private non-profit industry organization |
| Children’s Hospital Boston | Neurology Consultant | Current | Clinical engagement |
Board Governance
- Independence: The proxy identifies six directors as “independent” (Burstein, Harrison, Krainer, Levin, Menzel, J.A. Smith); Dr. Kaye is not listed among independent directors, reflecting his CEO role through March 2025 .
- Committees: Audit (Burstein, Menzel, Levin) ; Compensation (Harrison, Menzel, J.A. Smith; Chair J.A. Smith) ; Nominating & Corporate Governance (Krainer, Levin, J.A. Smith; Chair Levin) . Dr. Kaye is not a member of these committees .
- Attendance: In 2024, the Board met 7x; each director attended at least 75% of combined Board/committee meetings; nine directors attended the 2024 annual meeting .
- 2025 Election Results: Kaye received 29,220,313 For; 4,224,823 Withheld; 5,350,616 broker non-votes .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Director cash retainer | $0 | As CEO, Dr. Kaye received no director compensation in 2024 |
| Non-employee director program (policy) | Annual retainer $40,000; Committee Chair: Audit $20,000; Comp $15,000; N&CG $10,000; Committee member: Audit $10,000; Comp $7,500; N&CG $5,000 | 2025 policy; directors may elect RSU in lieu of cash retainer |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Key Performance Metrics / Vesting |
|---|---|---|---|---|
| Stock Options | 3/27/2024 | 159,000 | 1,614,740 | 10-year term; monthly vesting over 48 months |
| RSUs | 3/27/2024 | 105,000 | 1,487,850 | Time-based vesting in equal annual increments over 4 years |
| PSUs | 3/27/2024 | 105,000 | 1,487,850 | Two metrics (50%/50%) tied to advancing zorevunersen into Phase 3 by end of 2024 and 2025; Metric 1 achieved Dec 2024 → 25% immediately vested; 25% scheduled to vest Dec 2025; remaining 50% contingent on 2025 metric; double-trigger acceleration on change-of-control |
Other Directorships & Interlocks
| Company | Stoke Director(s) with overlapping affiliation | Interlock Detail |
|---|---|---|
| Avidity Biosciences, Inc. | Edward M. Kaye; Arthur A. Levin | Both serve on Avidity’s board, indicating information-flow potential |
Expertise & Qualifications
- Deep clinical leadership (Genzyme, Sarepta) and pediatric neurology expertise; academic roles at leading institutions .
- Long Stoke tenure and CEO experience supports continuity and drug development oversight .
Equity Ownership
| Holder | As of | Common Shares | Options Exercisable ≤60 days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|---|
| Edward M. Kaye, M.D. | 03/31/2025 | 139,346 | 1,748,692 | 1,888,038 | 3.4% |
- Outstanding equity awards (as of 12/31/2024) include multiple option grants (e.g., 567,801 at $0.60; 468,382 at $2.19; 197,000 at $20.25; plus RSUs and PSUs per the award table) .
Insider Filings
| Date Filed | Form | Event Date | Description |
|---|---|---|---|
| 06/07/2024 | Form 4 | 03/27/2024 | Reported one equity grant; noted as a late filing in the proxy’s Section 16(a) disclosure |
Employment & Contracts (historical CEO)
- Employment agreement: at-will; severance upon termination without cause/good reason includes 12 months salary (CEO) and COBRA reimbursement; earned but unpaid bonuses paid (non-cause) .
- Change-of-control severance: 18 months of base salary; 150% of target bonus; up to 18 months COBRA; full acceleration of unvested equity; subject to release and double-trigger provisions .
- Non-solicitation: 12 months post-termination per invention/confidentiality agreement .
- Clawback: Company adopted SEC-compliant clawback in Sept 2023 for incentive-based compensation upon restatements .
- Anti-hedging/pledging: Hedging and pledging of company stock prohibited unless approved by Compliance Officer .
Say-on-Pay & Shareholder Signals
| Item | 2025 Votes For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Say-on-Pay (NEOs) | 30,543,514 | 2,882,907 | 18,715 | 5,350,616 |
| Frequency (Say-on-Pay) | One year: 33,069,622 | Two years: 5,202 | Three years: 320,652 | Abstain: 49,660 |
Governance Assessment
- Strengths: Long clinical/biotech leadership; high voting support in 2025 director election; meaningful ownership (3.4%) aligns interests; robust clawback and anti-hedging/pledging policies .
- Weaknesses/RED FLAGS: Not independent per proxy, limiting committee eligibility and independent oversight role . A late Section 16 filing indicates minor compliance lapse . Generous CIC severance (salary + 150% bonus + full acceleration) increases potential pay-for-performance risk if outcomes disappoint .
- Interlocks: Dual board service at Avidity with another Stoke director (Arthur A. Levin) may create perceived information interlock; monitor for conflicts and recusal practices .
- Attendance/Engagement: Board/committee attendance threshold met (≥75%) in 2024; independent directors meet in executive sessions regularly .