Ian F. Smith
About Ian F. Smith
Interim CEO (since March 19, 2025) and director at Stoke Therapeutics; previously Vertex CFO (2001–2017) and COO (2017–2019). Age 59; B.A. with honors in accounting and finance from Manchester Metropolitan (UK) . Appointed Interim CEO with a one-time 238,420 option grant vesting monthly over 12 months; remains a director . Under his current tenure, Stoke disclosed cash of $246.7M at 12/31/24 and expects the Biogen upfront and other eligible proceeds to fund to mid-2028, and 2024 TSR improved versus 2023 as shown below .
Performance snapshot:
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($M) | $8.8 | $36.6 |
| Net Loss ($M) | $(104.7) | $(89.0) |
| TSR – Value of $100 Investment | $56.99 | $119.50 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Vertex Pharmaceuticals | CFO; later EVP/COO | 2001–2017 (CFO); 2017–2019 (COO) | Led finance/operations during major rare-disease portfolio build |
| Ernst & Young LLP | Partner, Life Science & Tech Practice | pre‑2001 | Industry finance and audit leadership |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Rivus Pharmaceutical | Chair of the Board | Sep 2023 | Current chair |
| Solid Biosciences | Executive Chair | Apr 2020 | Current role |
| Bain Capital Life Sciences | Senior Advisor | Jan 2021 | Current role |
| Foghorn Therapeutics | Director | Apr 2021 | Current board |
| Alkeus Therapeutics | Director | 2022 | Current board |
| iVexSol Inc. | Director | 2023 | Current board |
| Odyssey Therapeutics | Director | 2024 | Current board |
| Areteia Therapeutics | Director | Mar 2025 | Current board |
Fixed Compensation
- Interim CEO cash terms: Not disclosed in the March 18, 2025 8‑K; disclosure covers equity grant only .
- 2024 Director cash fees: $42,308 while a non‑employee director (before becoming Interim CEO in March 2025) .
- 2024 Consulting fees: $120,000 under a consulting agreement (late Apr–Sep 2024; capped at $120,000 per 12 months) .
2024 Director compensation summary:
| Component (2024) | Amount |
|---|---|
| Cash fees | $42,308 |
| Option awards (ASC 718 FV) | $85,946 |
| Consulting fees | $120,000 |
| Total | $248,254 |
Performance Compensation
Equity awards directly tied to his roles and vesting schedules.
| Award | Grant date | Quantity | Vesting | Exercise price | Notes |
|---|---|---|---|---|---|
| Interim CEO stock option | Mar 2025 | 238,420 | Monthly over 12 months from grant | Closing price on grant date | One-time grant under Interim CEO Agreement |
| Annual director option | Jun 2024 | FV ≈ $85,946 | Vests at one-year anniversary (or next AGM) | N/A | Part of standard non‑employee director program |
| Initial director option (onboard) | Sep 2023 | Per policy: target FV ≈ $172,000 | 12 equal quarterly installments | N/A | Applies to new directors; program terms |
Notes:
- Company-wide Clawback Policy adopted Sep 2023; covers recovery of incentive-based pay upon restatement (3-year lookback) .
- Insider Trading Policy prohibits hedging and pledging without approval .
Equity Ownership & Alignment
- Beneficial ownership as of March 31, 2025: 87,906 shares (options exercisable within 60 days); <1% of shares outstanding .
- Outstanding director options as of Dec 31, 2024: 103,979 (aggregate outstanding) .
- Pledging/hedging: Prohibited by policy without Compliance Officer approval (reduces alignment risk) .
- Ownership guidelines: Not disclosed in 2025 proxy for executives; no specific guideline compliance disclosure for Mr. Smith.
Ownership snapshot:
| Holder | Shares/Options counted | % Outstanding |
|---|---|---|
| Ian F. Smith (beneficial ownership for SEC purposes) | 87,906 (options exercisable within 60 days) | <1% |
Potential selling pressure considerations:
- Interim CEO option grant vests monthly over 12 months, creating regular vesting events; sales would be subject to trading windows/10b5‑1 plans and insider policy .
Employment Terms
- Appointment: Interim CEO effective March 19, 2025; remains a director .
- Interim CEO Agreement: One-time stock option grant (238,420 options), 12‑month monthly vesting, strike price = close on grant date .
- Indemnification: Standard form indemnification agreement .
- Base salary/bonus, severance, change‑of‑control: Not disclosed for Mr. Smith as of the 8‑K/2025 proxy; existing severance descriptions in the proxy apply to named executive officers (Kaye, Leggett, Ticho), not to Mr. Smith .
Board Governance
- Board service: Director since September 2023; Audit Committee member in 2023–early 2024, then resigned from committees when he entered a consulting agreement; became Interim CEO in March 2025 (non‑independent) .
- 2024 Board attendance: All directors attended ≥75% of meetings; Board (7 meetings), Audit (4), Compensation (5), Nominating (4) .
- Current leadership structure: Separate Interim CEO (Ian F. Smith) and Interim Executive Chair (Arthur O. Tzianabos), enhancing Board independence from management .
- Say‑on‑Pay: Advisory vote added in 2025 (Proposal 3); frequency advisory vote (Proposal 4) recommending annual .
Board service timeline:
| Period | Role | Committee roles |
|---|---|---|
| Sep 2023 – Apr 2024 | Non‑employee director | Audit Committee member; signatory on Audit Committee report for 2023 |
| Late Apr 2024 – Sep 2024 | Non‑employee director (consultant) | Resigned from committees upon consulting agreement; consulting fees capped at $120k per 12 months |
| Mar 19, 2025 – Present | Interim CEO and director | Executive; non‑independent |
Related-Party and Conflicts
- Consulting arrangement in 2024: $120,000 fees (late Apr–Sep), after which he resigned from all Board committees (mitigates committee conflict); policy requires Audit Committee review for related‑party transactions .
Compensation Committee and Peer Group Context
- Independent compensation consultant (Aon) advised the Compensation Committee; no conflicts found .
- 2024 executive/director pay benchmarking peer group focused on public biotechs (Phase 1–2, gene/cell editing; market cap $100–$900M, <400 employees) .
Performance & Track Record
- Company progress highlighted during the transition: FDA Breakthrough Therapy Designation for zorevunersen, positive data, Phase 3 alignment, Biogen collaboration (ROTW rights; Stoke retains US/Canada/Mexico) .
- Financial trend: Revenue increased to $36.6M in 2024 (from $8.8M in 2023), net loss narrowed to $(89.0)M; cash $246.7M at 12/31/24 with Biogen upfronts supporting runway to mid‑2028 .
Director Compensation (for context)
Non‑employee director program (2024): $40,000 base retainer; chair/member retainers by committee; annual option grant ~ $86,000 FV (one‑year vest); new director initial options ~ $172,000 FV (quarterly vest over 3 years) . Mr. Smith’s 2024 director totals shown above.
Equity Compensation Plan (context)
As of 12/31/24, total securities to be issued upon exercise of outstanding awards: 9.44M; weighted‑average exercise price $11.78; shares available for future issuance 4.02M (approved + inducement plans) .
Investment Implications
- Alignment/retention: The 12‑month monthly‑vesting Interim CEO option aligns near‑term execution incentives during the CEO search; lack of disclosed cash terms limits current pay‑for‑performance assessment for 2025 .
- Selling pressure: Monthly vesting creates repeated potential liquidity events; monitor Form 4 filings/any 10b5‑1 plans and blackout windows per policy to gauge actual selling behavior .
- Governance: Separation of Interim CEO and Interim Executive Chair reduces CEO/Chair duality risk; prior committee resignation during consulting mitigated conflicts; anti‑hedging/anti‑pledging and clawback policies support shareholder‑friendly governance .
- Ownership: Beneficial ownership <1% suggests modest direct “skin‑in‑the‑game,” partially offset by option exposure; additional unvested Interim CEO options build exposure through 2025 .
- Company trajectory: Strengthened balance sheet and Biogen collaboration reduce financing risk into Phase 3; execution on EMPEROR initiation/timelines and regulatory path are key catalysts during his interim leadership .