Jennifer C. Burstein, CPA
About Jennifer C. Burstein, CPA
Jennifer C. Burstein, CPA is an independent Class II director at Stoke Therapeutics (STOK), age 53, serving on the Board since June 2019. She is Audit Committee Chair and designated as the Board’s “audit committee financial expert,” with a career in biotech finance operations and prior principal financial officer roles; she holds a B.S. in Business Administration and an M.B.A. in Accounting from SUNY Buffalo and is a licensed CPA in New York .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Loxo Oncology, Inc. | SVP Finance & Principal Financial Officer; previously VP Finance & PFO | VP Finance: May 2015; SVP Finance: Jan 2018–Feb 2019 (until acquisition by Eli Lilly) | Led finance through acquisition; principal financial officer responsibilities |
| Acorda Therapeutics, Inc. | VP Finance; earlier finance roles | 2006–Apr 2015; VP Finance from Jul 2010 | Finance leadership at a public biotech |
| Eyetech Pharmaceuticals, Inc. | Senior Director, Accounting; earlier finance roles | 2002–2006 | Advanced to Sr. Director; public biotech subsidiary of Valeant |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Treeline Biosciences, Inc. | SVP – Finance Operations | Since Mar 2021 | Private biotech; operational finance leader |
No other public company directorships are disclosed for Ms. Burstein in STOK’s proxy .
Board Governance
- Committee assignments: Audit Committee Chair; members are Burstein, Garry E. Menzel, Ph.D., MBA, and Arthur A. Levin, Ph.D. She is designated “audit committee financial expert” per Item 407(d)(5)(ii) of Regulation S‑K .
- Independence: Board determined Ms. Burstein is independent under SEC/Nasdaq rules; Audit/Compensation/Nominating committees comprised of independent directors .
- Attendance and engagement: In 2024, the Board held 7 meetings; Audit 4; Compensation 5; Nominating 4. Each director attended at least 75% of Board and committee meetings during their tenure; independent directors meet separately without management regularly .
- Audit Committee report: The 2024 Form 10‑K financials were reviewed; recommendation to include audited financials in the 10‑K; independence of auditors reaffirmed. Audit Committee signatories: Jennifer C. Burstein (Chair), Arthur A. Levin, Ph.D., Garry E. Menzel, Ph.D., MBA, Arthur O. Tzianabos, Ph.D.; note membership changes in March 2025 .
Fixed Compensation
| Cash Element | 2024 Amount (USD) | 2025 Amount (USD) |
|---|---|---|
| Annual Board Retainer | $40,000 | $40,000; option to elect as RSU vesting quarterly |
| Non‑Executive Chair | $30,000 | $35,000 |
| Audit Committee Chair | $15,000 | $20,000 |
| Compensation Committee Chair | $10,000 | $15,000 |
| Nominating & Governance Chair | $10,000 | $10,000 |
| Audit Committee Member | $7,500 | $10,000 |
| Compensation Committee Member | $5,000 | $7,500 |
| Nominating & Governance Member | $5,000 | $5,000 |
| Director (2024) | Fees Earned/Paid in Cash (USD) | Option Awards (USD) | Total (USD) |
|---|---|---|---|
| Jennifer C. Burstein, CPA | $55,000 | $85,946 | $140,946 |
- Policy cap: Non‑employee director compensation shall not exceed the 65th percentile of the peer group (Aon market review, Feb 2025) .
Performance Compensation
| Equity Grant Policy | 2024 | 2025 |
|---|---|---|
| Initial Equity Grant (new director) – grant date fair value | ~$172,000; options vest in 12 equal quarterly installments | ~$448,000; options vest in 12 equal quarterly installments |
| Annual Equity Grant (continuing director) – grant date fair value | ~$86,000; option vests at 1‑year anniversary or next annual meeting | ~$224,000; option vests at 1‑year anniversary or following annual meeting |
- 2024 individual equity award: Option Awards to Ms. Burstein grant date fair value $85,946 under ASC 718; accounting assumptions per Form 10‑K Note 9 .
- Vesting schedules: As above; time‑based vesting for both initial and annual grants .
- Performance metrics: No performance-based metrics (e.g., TSR, EBITDA) disclosed for director equity; grants are time‑based options .
Other Directorships & Interlocks
| Company | Role | Committee Positions | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | No interlocks disclosed in proxy . |
Expertise & Qualifications
- Financial expertise: Designated Audit Committee financial expert; extensive finance leadership in biotech; CPA (NY) .
- Education: B.S. Business Administration; M.B.A. Accounting, SUNY Buffalo .
- Industry experience: Treeline Biosciences (finance operations), Loxo Oncology (PFO), Acorda Therapeutics, Eyetech Pharmaceuticals .
Equity Ownership
| Measure | Value |
|---|---|
| Shares beneficially owned (incl. within 60‑day exercisable) | 96,423; less than 1% of outstanding 54,595,714 shares as of Mar 31, 2025 |
| Options outstanding (Dec 31, 2024) | 104,062 options outstanding |
| Shares pledged as collateral | Not disclosed; policy prohibits pledging without Compliance Officer approval |
| Hedging policy | Hedging transactions prohibited (e.g., collars, swaps) |
Footnote clarifies Ms. Burstein’s beneficial ownership comprises 96,423 shares underlying options exercisable within 60 days of March 31, 2025 .
Governance Assessment
- Strengths
- Independent director; Audit Committee Chair and financial expert designation enhance financial reporting oversight and investor confidence .
- Meeting attendance threshold met; regular independent director executive sessions indicate active oversight culture .
- Anti‑hedging/anti‑pledging policy and SEC‑compliant clawback adopted in Sep 2023 align incentives with shareholders and support accountability .
- Compensation and alignment
- Director pay mix includes time‑vested options; 2025 increases to cash and equity retainer align with market 65th percentile limits while maintaining at‑risk equity exposure .
- Personal ownership via options (96,423 exercisable within 60 days) indicates economic alignment, though ownership is <1% by design for non‑employee directors .
- Conflicts and related parties
- No related‑party transactions involving Ms. Burstein disclosed; board‑level policy mandates Audit Committee review for any transactions >$120,000 .
- No Section 16 filing delinquencies noted for directors generally in 2024 other than specified executives; Ms. Burstein not cited .
RED FLAGS: None disclosed specific to Ms. Burstein (no pledging/hedging, no related‑party transactions, adequate attendance). Monitor future changes in director equity structure or any external board appointments for potential interlocks .