Julie Anne Smith
About Julie Anne Smith
Julie Anne Smith (age 54) is a Class I independent director of Stoke Therapeutics and currently serves as Chair of the Compensation Committee and as a member of the Nominating and Corporate Governance Committee; she met meeting attendance thresholds in recent years per company disclosures . Smith is a seasoned biotech executive with prior CEO roles at Nuvig Therapeutics (Jan 2023–Nov 2024), ESCAPE Bio (Aug 2018–Aug 2022), Nuredis (Aug 2017–Jul 2018), and Raptor Pharmaceutical (Sep 2012–Oct 2016), and holds a B.S. in Biological and Nutritional Sciences from Cornell University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nuvig Therapeutics, Inc. | Chief Executive Officer | Jan 2023–Nov 2024 | Biotech developing immunotherapies |
| ESCAPE Bio, Inc. | President & CEO | Aug 2018–Aug 2022 | Small-molecule therapeutics for inherited neurodegenerative diseases |
| Nuredis, Inc. | President & CEO | Aug 2017–Jul 2018 | Not disclosed |
| Raptor Pharmaceutical Corp. | COO; later President & CEO | Sep 2012–Oct 2016 | Public, commercial-stage biopharma focused on orphan diseases |
| Enobia (Alexion), Jazz, Genzyme Novazyme, Bristol-Myers Squibb | Senior roles of increasing responsibility | Prior to 2012 | Not disclosed in proxy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exelixis, Inc. | Independent Director | Current | Not disclosed |
| Audentes Therapeutics, Inc. | Director (prior) | Prior service | Not disclosed |
| Biotechnology Industry Organization (BIO) | Director (Health and Emerging Companies Sections, prior) | Prior service | Not disclosed |
Board Governance
- Independence: Determined independent under Nasdaq and SEC rules .
- Committee assignments: Compensation Committee Chair (since Sep 2024) and member; Nominating & Corporate Governance Committee member .
- Attendance and engagement: In 2024, each director attended at least 75% of board and committee meetings; Board held 7, Compensation 5, Audit 4, Nominating 4 meetings. In 2023, each director other than Seth Harrison attended at least 75% (implies Smith met the threshold) .
- Executive sessions: Independent directors meet separately without management on a regular basis .
Fixed Compensation
| Element | Amount | Structure/Notes |
|---|---|---|
| Annual cash retainer (Director) | $40,000 | Paid to each non-employee director |
| Chair fees | $15,000 (Comp); $10,000 (Nominating); $20,000 (Audit as of 2025 policy comparison) | Additional chair retainers |
| Committee member fees | $7,500 (Comp); $5,000 (Nominating); $7,500/$10,000 (Audit) | Additional member retainers |
| Julie A. Smith – 2024 cash | $51,440 | Reflects role changes in Sep 2024 (took Comp Chair) |
| Julie A. Smith – 2024 Director Compensation | Cash Fees ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Amount (2024) | 51,440 | 85,946 | 137,387 |
- 2024 equity for continuing directors: Target annual option grant ~$86,000 fair value, vesting fully at 1-year/next annual meeting; new directors’ initial option grant ~$172,000, vesting quarterly over 3 years .
- 2025 policy changes (market comparison, adopted Feb 2025): Initial director equity target ~$448,000 and annual equity target ~$224,000 (options), aligning near 65th percentile peer benchmarks .
Performance Compensation
| Director Equity Grant Parameters | 2023 | 2024 | Vesting |
|---|---|---|---|
| Annual option grant – target fair value | ~$153,000 | ~$86,000 | Annual grant vests fully at 1-year/next annual meeting |
| New director initial option – target fair value | ~$305,000 | ~$172,000 | Vests in 12 equal quarterly installments over 3 years |
- Compensation Committee practices: Uses independent consultant Aon; attended executive sessions; committee determined no consultant conflicts .
- Company-level executive PSU metrics (relevant to pay-for-performance oversight as Comp Chair): Two zorevunersen Phase 3 advancement milestones, each 50% weight; first milestone achieved Dec 2024 (25% of total PSUs vested then; next 25% to vest Dec 2025), second milestone target in 2025–2026 with double-trigger treatment on change of control .
Other Directorships & Interlocks
| Company | Relationship to STOK | Potential Interlock/Conflict |
|---|---|---|
| Exelixis, Inc. | External public company; no disclosed commercial relationships with STOK | None disclosed |
| Audentes Therapeutics (prior) | Prior public company board | None disclosed |
| BIO (prior) | Industry association board | None disclosed |
- Related-party transactions: None exceeding $120,000 involving directors/officers disclosed for 2024–2025 .
- Family relationships: None among directors/executives .
Expertise & Qualifications
- Executive leadership across commercial and development-stage biopharma, including orphan disease focus (Raptor) and immunotherapies (Nuvig) .
- Board governance experience at Exelixis and prior boards; domain expertise spanning commercialization and pipeline development .
- Education: B.S. in Biological and Nutritional Sciences, Cornell University .
Equity Ownership
| Date (As of) | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Mar 31, 2024 | 62,205 (options exercisable within 60 days) | <1% | Options count reflects beneficial ownership rules; no direct common shares disclosed for Smith in 2024 table |
| Mar 31, 2025 | 81,646 (options exercisable within 60 days) | <1% | Options exercisable; increase vs 2024 |
| Director Options Outstanding (Aggregate Count) | Dec 31, 2023 | Dec 31, 2024 |
|---|---|---|
| Julie A. Smith | 81,646 | 89,285 |
- Hedging/pledging: Prohibited for directors under Insider Trading Policy unless pledging is specifically approved; anti-hedging prohibition applies broadly .
- Ownership guidelines: Not disclosed in proxy .
Governance Assessment
- Strengths: Independent director; elevated to Compensation Committee Chair in Sep 2024, indicating board confidence; uses independent consultant Aon with no conflicts; maintains anti-hedging/anti-pledging and clawback frameworks; consistent meeting attendance; no related-party transactions disclosed .
- Alignment: Receives modest cash retainers and equity options with time-based vesting; incremental 2025 policy raises equity grant values toward market norms, which may aid retention but should be monitored for dilution; personal beneficial ownership is via options and remains <1% of outstanding shares .
- Red flags: None disclosed specific to Smith; no hedging/pledging activity disclosed; no related-party transactions; attendance thresholds met .
- Oversight signals: As Comp Chair, her tenure coincides with introduction and oversight of PSUs tied to Phase 3 advancement, reinforcing pay-for-performance despite pre-commercial stage dynamics; board’s adoption of SEC-compliant clawback strengthens governance posture .