Jonathan Allan
About Jonathan Allan
Jonathan Allan, J.D., is General Counsel and Corporate Secretary of Stoke Therapeutics (STOK). He has served as General Counsel since July 2022, after roles as Interim General Counsel (Nov 2020–Feb 2021) and Deputy General Counsel (Feb 2021–July 2022) . As of Oct 2025, company notices still list him as General Counsel, confirming continuity in the role . Allan holds a J.D. from The Ohio State University Moritz College of Law and a B.A. from Grace College; he is a member of the New York Bar Association . Company TSR in SEC’s “pay versus performance” disclosure was $56.99 for 2023 and $119.50 for 2024, with net losses of $104.7m in 2023 and $88.98m in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stoke Therapeutics | Interim General Counsel | Nov 2020–Feb 2021 | Supported executive transition and public company reporting . |
| Stoke Therapeutics | Deputy General Counsel | Feb 2021–July 2022 | Built legal function across governance, securities, transactions, IP . |
| Stoke Therapeutics | General Counsel & Corporate Secretary | July 2022–present | Leads all legal/compliance; Board Corporate Secretary . |
| Fenwick & West LLP | Associate (Corporate) | Not disclosed | Advised innovative tech and life sciences clients on corporate matters . |
| Kirkland & Ellis LLP | Corporate Associate | Not disclosed | Advised public and private clients on shareholder matters and transactions . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships or committee roles disclosed . |
Fixed Compensation
- Allan is not a “named executive officer” (NEO) in the 2025 proxy; base salary, target bonus, and actual bonus amounts for Allan are not disclosed .
Performance Compensation
Company 2024 PSU program (executive-wide) introduced two zorevunersen Phase 3 advancement metrics; it applies to executives including named executive officers. Allan’s specific PSU grants are not disclosed.
| Metric | Weighting | Target | Actual | Payout Mechanics | Vesting Terms |
|---|---|---|---|---|---|
| Phase 3 advancement Milestone 1 (2024) | 50% | Achieve by end of 2024 | Achieved (Dec 2024) | 25% of total PSUs vested immediately; 25% vests Dec 2025 . | Performance deemed achieved; time-based vesting continues; double-trigger applies on CoC . |
| Phase 3 advancement Milestone 2 (2025) | 50% | Achieve by end of 2025 | Not yet achieved as of proxy | Same 25% immediate + 25% one-year mechanism upon achievement . | Expected full vesting over 2–3 years ending 2026; double-trigger on CoC . |
Vesting schedules (company-wide):
| Award Type | Standard Vesting | Term | Notes |
|---|---|---|---|
| Stock Options | 1/48 monthly over 4 years | 10 years | Annual grants priced at close on grant date; double-trigger acceleration on CoC . |
| RSUs | 1/4 annually over 4 years | N/A | Double-trigger acceleration on CoC . |
| PSUs | Per-metric achievement; staged time-based vest | N/A | First metric approved Dec 2024; remaining time-based vest through 2025–2026; deemed achieved on CoC, with double-trigger for timing . |
Equity Ownership & Alignment
- Beneficial ownership (exact shares) for Allan is not listed in 2025 security ownership table; percentage ownership cannot be calculated from proxy disclosures .
- 2023 Option Exchange Program: Allan held 186,100 eligible underwater options (WAE $34.14, 7.90-year remaining life), hypothetically exchangeable for 52,891 RSUs under approved ratios .
- Anti-hedging/anti-pledging: Hedging transactions are prohibited; pledging is prohibited unless approved by the Compliance Officer .
- Clawback: Compensation recovery policy adopted in Sept 2023 to recoup incentive-based compensation upon a required financial restatement within the 3-year clawback period .
- Ownership guidelines (salary multiples) for executives are not disclosed .
- Section 16 compliance: One Form 4 for Allan reporting a Mar 27, 2024 equity grant was filed late on Jun 7, 2024 .
2023 Option Exchange detail (Allan):
| Item | Value |
|---|---|
| Shares Underlying Eligible Options | 186,100 |
| Weighted Avg Exercise Price | $34.14 |
| Weighted Avg Remaining Life | 7.90 years |
| Hypothetical RSUs (if exchanged) | 52,891 |
Employment Terms
Company policies (executive-wide); Allan’s specific agreement terms are not disclosed, so items below reflect general frameworks:
| Provision | Company Policy / Disclosure |
|---|---|
| Employment status | At-will; employment agreements define salary and target bonus for NEOs . |
| Severance (non-CoC) | CEO: 12 months salary + COBRA; CFO/CMO: 9 months salary + COBRA (illustrative from prior agreements; current NEO framework matches 12/9 months) . |
| Change-of-control severance (NEOs) | CEO: 18 months base + 150% target bonus; CFO/CMO: 12 months base + 100% target bonus; COBRA continuation; full acceleration of unvested equity (double trigger) . |
| Equity acceleration on CoC | All performance metrics deemed achieved at CoC; remaining vesting subject to double-trigger termination . |
| Non-solicit | 12-month post-termination non-solicitation in invention/confidentiality agreements . |
| Non-compete | Not disclosed . |
| Clawback | Recovery of incentive compensation in event of financial restatement (SEC/Nasdaq Rule 10D-1 compliant) . |
| Anti-hedging/pledging | Hedging prohibited; pledging prohibited absent compliance approval . |
| Tax gross-ups | Not disclosed . |
Performance & Track Record
Company performance during Allan’s tenure (FY 2022–FY 2024):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD) | $12.41m* | $8.78m* | $36.56m* |
| EBITDA ($USD) | -$102.81m* | -$112.30m* | -$99.20m* |
| Net Income ($USD) | -$101.07m* | -$104.70m* | -$88.98m* |
*Values retrieved from S&P Global.
SEC Pay-vs-Performance references:
| Metric | 2023 | 2024 |
|---|---|---|
| TSR ($100 initial investment) | $56.99 | $119.50 |
| Net Income ($ thousands) | -104,699 | -88,981 |
Additional Governance and Compensation Context
- Compensation Committee independence and use of Aon Human Capital Solutions as independent consultant; Aon advised peer benchmarking and program design .
- Executive annual bonus structure targets research/clinical/operational milestones (e.g., advancing Dravet program, pipeline, cash runway, talent); 2024 corporate and individual goals were assessed at 100% achievement for NEOs .
- Equity compensation plan details and evergreen provisions disclosed; aggregate shares available for issuance and outstanding awards summarized .
Investment Implications
- Alignment and retention: Anti-hedging/pledging and clawback policies strengthen alignment; Allan’s large underwater option position (eligible for RSU exchange) indicates historical equity value exposure but also dilutes future leverage versus RSU structure, reducing near-term selling pressure from option exercises .
- Change-of-control: Company-wide double-trigger acceleration and PSUs deemed achieved at CoC provide robust protection for executives; while Allan’s specific severance terms are not disclosed, equity frameworks imply meaningful retention hooks around clinical milestones and strategic outcomes .
- Execution risk/track record: TSR improved and net losses narrowed from 2023 to 2024; revenue increased materially in 2024, reflecting collaboration dynamics and clinical progress. Continued Phase 3 execution will be the critical performance lever; governance policies mitigate misconduct risk but do not substitute for clinical outcomes .
- Data gaps: Allan’s cash compensation, ownership totals, and specific severance multiples are not disclosed; monitor future proxies and Form 4s for updated grants and potential selling signals. Late filing of a 2024 Form 4 appears administrative rather than structural but warrants routine compliance monitoring .