CEO Ian Smith was paid $27,031,655 in fiscal year 2025, the 99th percentile of its disclosed peer group (SEC filing 0001193125-26-170362 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$27,031,655 Ian Smith total, FY2025 | 99th CEO pay percentile vs peers | — CEO-to-median pay ratio | 72.87% Say-on-pay support, latest vote |
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STOK's next annual pay disclosure, estimated April 22, 2027.est. Filing ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Ian Smith | $170,625 | $1,197,125 | $11,590,000 | $14,035,067 | $0 | $0 | $38,838 | $27,031,655 |
| Chief Executive Officer | ||||||||
| Edward Kaye | 148,726 | 0 | 1,199,520 | 1,298,138 | 0 | 0 | 587,658 | 3,234,043 |
| Former Chief Executive Officer | ||||||||
| Jason Hoitt | 494,401 | 0 | 333,200 | 1,121,337 | 306,000 | 0 | 15,017 | 2,269,955 |
| Chief Patient Officer | ||||||||
| Thomas Leggett | 496,375 | 0 | 491,470 | 534,881 | 297,825 | 0 | 9,824 | 1,830,375 |
| Chief Financial Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Ian Smith | $27,031,655 | — | — | — |
| Edward Kaye | 3,234,043 | 5,612,120 | — | ↓ −2,378,077 |
| Jason Hoitt | 2,269,955 | — | — | — |
| Thomas Leggett | 1,830,375 | 4,520,386 | — | ↓ −2,690,011 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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Each company listed discloses STOK in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named STOK in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2025 total |
|---|---|---|
| Adrian R. Krainer, Ph.D | Independent Director | $268,338 |
| Arthur A. Levin, Ph.D | Independent Director | $281,249 |
| Arthur O. Tzianabos, Ph.D | Independent Director | $778,778 |
| Garry E. Menzel, Ph.D | Independent Director | $280,838 |
| Jennifer C. Burstein, CPA | Independent Director | $283,338 |
| Julie Anne Smith | Independent Director | $283,338 |
| Seth L. Harrison, M.D | Independent Director | $270,838 |
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Jason Hoitt | Option | 154,584 | 12.21 | — |
| Edward Kaye | Option | 197,000 | 20.25 | — |
| Edward Kaye | Option | 542,801 | 0.6 | — |
| Smith | RSU | 380,000 | — | 12,061,200 |
| Jason Hoitt | Option | 43,334 | 14.25 | — |
| Edward Kaye | RSU | 78,750 | — | 2,499,525 |
| Edward Kaye | RSU | 71,000 | — | 2,253,540 |
| Thomas Leggett | RSU | 59,000 | — | 1,872,660 |
| Jason Hoitt | RSU | 40,000 | — | 1,269,600 |
| Thomas Leggett | Option | 239,371 | 14.13 | — |
| Edward Kaye | RSU | 26,250 | — | 833,175 |
| Smith | Option | 24,085 | 4.76 | — |
| Smith | Option | 7,639 | 16.41 | — |
| Edward Kaye | Option | 19,250 | 20.34 | — |
| Smith | Option | 238,420 | 8.33 | — |
| Smith | Option | 570,000 | 30.5 | — |
| Thomas Leggett | Option | 72,313 | 8.33 | — |
| Jason Hoitt | Option | 48,750 | 8.33 | — |
| Edward Kaye | Option | 41,763 | 7.07 | — |
| Jason Hoitt | Option | 78,750 | 11.7 | — |
| Edward Kaye | Option | 89,438 | 14.17 | — |
| Edward Kaye | Option | 468,382 | 2.19 | — |
| Edward Kaye | Option | 66,563 | 9.15 | — |
| Edward Kaye | Option | 37,500 | 8.33 | — |
The company aims to align executive compensation with market practices for similar biotechnology companies, focusing on performance-based incentives and long-term equity awards to drive shareholder value.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Aon |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-03 | 36,436,275 | 13,565,293 | 29,415 | 72.87% | Passed |
| 2025 | 2025-06-03 | 30,543,514 | 2,882,907 | 18,715 | 91.38% | Passed |
| 2023 | 2023-10-24 | 23,393,135 | 8,352,191 | 26,577 | 73.69% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-06-03 | 72.87%a |
| 2025 | 2025-06-03 | 91.38%b |
| 2023 | 2023-10-24 | 73.69%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Arthur O. Tzianabos, Ph.DIndependent · Audit · Compensation (Chair) | $41,657 | — | $0 | — | $737,120 | $778,778 |
| Jennifer C. Burstein, CPAIndependent · Audit (Chair) | 60,000 | — | 223,338 | — | 0 | 283,338 |
| Julie Anne SmithIndependent · Audit · Compensation · Research and Development | 60,000 | — | 223,338 | — | 0 | 283,338 |
| Arthur A. Levin, Ph.DIndependent · Nominating and Corporate Governance (Chair) · Research and Development | 57,912 | — | 223,338 | — | 0 | 281,249 |
| Garry E. Menzel, Ph.DIndependent · Nominating and Corporate Governance · Research and Development (Chair) | 57,500 | — | 223,338 | — | 0 | 280,838 |
| Seth L. Harrison, M.DIndependent · Compensation · Research and Development | 47,500 | — | 223,338 | — | 0 | 270,838 |
| Adrian R. Krainer, Ph.DIndependent · Nominating and Corporate Governance · Research and Development | 45,000 | — | 223,338 | — | 0 | 268,338 |
| Ian F. SmithEmployee director · Board Chair | — | — | — | — | — | 0 |
| Edward M. Kaye, M.DIndependent · Research and Development · Newly elected | — | — | — | — | — | — |
| Annual cash retainer | $40,000 |
|---|---|
| Annual equity retainer | $362,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 15,000 / 10,000 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $369,569 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $737,120 |
| Total cost of the board | $1,106,689 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies Stoke Therapeutics names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Stoke Therapeutics.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Stoke Therapeutics | 2025 | Ian Smith | $170,625 | $11,590,000 | $14,035,067 | $0 | $27,031,655 |
| 2 | Allogene Therapeutics | 2025 | David Chang | 724,000 | 2,409,537 | 2,588,329 | 400,010 | 6,136,093 |
| 3 | Beam Therapeutics | 2025 | John Evans | 755,000 | 1,513,575 | 2,876,754 | 662,513 | 5,818,525 |
| 4 | Cullinan Therapeutics | 2025 | Nadim Ahmed | 698,476 | 1,697,400 | 2,234,340 | 419,086 | 5,100,006 |
| 5 | Poseida Therapeutics | 2023 | Mark Gergen | 611,667 | 1,442,285 | 1,413,936 | 336,420 | 3,818,018 |
| 6 | Annexon | 2025 | Douglas Love | 670,833 | 0 | 2,522,260 | 371,250 | 3,579,202 |
| 7 | Rocket Pharmaceuticals | 2025 | Gaurav Shah | 671,076 | 806,751 | 1,613,377 | 403,048 | 3,510,241 |
| 8 | Nkarta | 2025 | Paul Hastings | 674,384 | 236,250 | 1,711,957 | 344,947 | 2,978,038 |
| 9 | Fate Therapeutics | 2025 | Bahram Valamehr | 600,000 | 0 | 1,283,868 | 360,000 | 2,248,568 |
| 10 | Lineage Cell Therapeutics | 2025 | Brian Culley | 691,800 | 0 | 882,970 | 518,900 | 2,111,170 |
| 11 | 4D Molecular Therapeutics | 2025 | David Kirn | 667,252 | 0 | 822,750 | 560,597 | 2,051,343 |
| 12 | Alector | 2025 | Arnon Rosenthal | 678,100 | 422,876 | 558,216 | 325,488 | 1,995,018 |
| 13 | Caribou Biosciences | 2025 | Rachel Haurwitz | 667,534 | 192,818 | 654,541 | 0 | 1,840,965 |
| 14 | Arcturus Therapeutics | 2025 | Joseph Payne | 750,000 | 0 | 941,000 | 0 | 1,691,000 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Stoke Therapeutics | not disclosed | not disclosed | not disclosed | Aon |
| 4D Molecular Therapeutics | 140% | Options 100 | not disclosed | Radford (part of the Rewards Solutions practice at Aon plc) |
| Alector | 80% | not disclosed | not disclosed | Pearl Meyer & Partners, LLC |
| Allogene Therapeutics | not disclosed | Option 55 · RSU 25 · PSU 20 | not disclosed | Compensia |
| Annexon | 100% of target% | not disclosed | not disclosed | Alpine Rewards |
| Arcturus Therapeutics | not disclosed | Options 100 | not disclosed | not disclosed |
| Beam Therapeutics | 135% | Options 66 · RSU 34 | not disclosed | Pay Governance LLC |
| Caribou Biosciences | not disclosed | not disclosed | not disclosed | Alpine Rewards, LLC |
| Cullinan Therapeutics | not disclosed | not disclosed | not disclosed | Compensia (through June 2025); Pay Governance (since June 2025) |
| Fate Therapeutics | 100% | Options 100 | No | Aon's Human Capital Solutions practice (Radford) |
| Lineage Cell Therapeutics | not disclosed | not disclosed | not disclosed | Anderson |
| Nkarta | not disclosed | not disclosed | not disclosed | Aon Consulting, Inc. |
| Poseida Therapeutics | not disclosed | not disclosed | not disclosed | Aon Consulting, Inc. |
| Rocket Pharmaceuticals | not disclosed | not disclosed | not disclosed | Semler Brossy |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Ian Smith | DEF 14A | 2026-04-22 | 0001193125-26-170362 | Section “Executive Compensation”. As printed: 27,031,655. Filing ↗machine: r2 · c31 · span 335841–335851 |
| 2 | Section 01, Edward Kaye | DEF 14A | 2026-04-22 | 0001193125-26-170362 | Section “Executive Compensation”. As printed: 3,234,043. Filing ↗machine: r11 · c31 · span 349156–349165 |
| 3 | Section 01, Jason Hoitt | DEF 14A | 2026-04-22 | 0001193125-26-170362 | Section “Executive Compensation”. As printed: 2,269,955. Filing ↗machine: r8 · c31 · span 344916–344925 |
| 4 | Section 01, Thomas Leggett | DEF 14A | 2026-04-22 | 0001193125-26-170362 | Section “Executive Compensation”. As printed: 1,830,375. Filing ↗machine: r5 · c31 · span 339918–339927 |
| 5 | Section 08, Arthur O. Tzianabos, Ph.D | DEF 14A | 2026-04-22 | 0001193125-26-170362 | Section “Director Compensation”. As printed: 778,778. Filing ↗machine: span 207473–207480 |
| 6 | Section 08, Jennifer C. Burstein, CPA | DEF 14A | 2026-04-22 | 0001193125-26-170362 | Section “Director Compensation”. As printed: 283,338. Filing ↗machine: span 199180–199187 |
| 7 | Section 08, Julie Anne Smith | DEF 14A | 2026-04-22 | 0001193125-26-170362 | Section “Director Compensation”. As printed: 283,338. Filing ↗machine: span 206037–206044 |
| 8 | Section 08, Arthur A. Levin, Ph.D | DEF 14A | 2026-04-22 | 0001193125-26-170362 | Section “Director Compensation”. As printed: 281,249. Filing ↗machine: span 203316–203323 |
| 9 | Section 08, Garry E. Menzel, Ph.D | DEF 14A | 2026-04-22 | 0001193125-26-170362 | Section “Director Compensation”. As printed: 280,838. Filing ↗machine: span 201909–201916 |
| 10 | Section 08, Seth L. Harrison, M.D | DEF 14A | 2026-04-22 | 0001193125-26-170362 | Section “Director Compensation”. As printed: 270,838. Filing ↗machine: span 204692–204699 |
| 11 | Section 08, Adrian R. Krainer, Ph.D | DEF 14A | 2026-04-22 | 0001193125-26-170362 | Section “Director Compensation”. As printed: 268,338. Filing ↗machine: span 200533–200540 |
| 12 | Section 08, Ian F. Smith | DEF 14A | 2026-04-22 | 0001193125-26-170362 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 13 | Section 08, Edward M. Kaye, M.D | DEF 14A | 2026-04-22 | 0001193125-26-170362 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 14 | Section 06, 2026 vote | Form 8-K | 2026-06-04 | 0001193125-26-257394 | Item 5.07 · say-on-pay result. As reported: 72.87% (votes for as printed: 36,436,275). Filing ↗ |
| 15 | Section 06, 2025 vote | Form 8-K | 2025-06-04 | 0001193125-25-134882 | Item 5.07 · say-on-pay result. As reported: 91.38% (votes for as printed: 30,543,514). Filing ↗ |
| 16 | Section 06, 2023 vote | Form 8-K | 2023-10-26 | 0001193125-23-264160 | Item 5.07 · say-on-pay result. As reported: 73.69% (votes for as printed: 23,393,135). Filing ↗ |
| 17 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 18 | Section 09b board cost (computed) | Computed | — | — | Cash 369,569 + equity 0 + all other 737,120 = 1,106,689, summed across the director compensation table rows.machine: formula: Σ = 1,106,689 |
| 19 | Stoke Therapeutics (subject), Section 10b CEO total | DEF 14A | 2026-04-22 | 0001193125-26-170362 | CEO total compensation as printed in Stoke Therapeutics's own proxy. As printed: 27,031,655. Filing ↗machine: r2 · c31 · span 335841–335851 |
| 20 | Allogene Therapeutics, Section 10b CEO total | DEF 14A | 2026-04-30 | 0001628280-26-028948 | CEO total compensation as printed in Allogene Therapeutics's own proxy. As printed: 6,136,093. Filing ↗machine: r2 · c54 · span 451014–451023 |
| 21 | Beam Therapeutics, Section 10b CEO total | DEF 14A | 2026-04-17 | 0001193125-26-161512 | CEO total compensation as printed in Beam Therapeutics's own proxy. As printed: 5,818,525. Filing ↗machine: r2 · c29 · span 502169–502178 |
| 22 | Cullinan Therapeutics, Section 10b CEO total | DEF 14A | 2026-04-28 | 0001193125-26-183465 | CEO total compensation as printed in Cullinan Therapeutics's own proxy. As printed: 5,100,006. Filing ↗machine: r2 · c24 · span 475245–475254 |
| 23 | Poseida Therapeutics, Section 10b CEO total | DEF 14A | 2024-04-25 | 0000950170-24-048291 | CEO total compensation as printed in Poseida Therapeutics's own proxy. As printed: 3,818,018. Filing ↗machine: span 428155–428164 |
| 24 | Annexon, Section 10b CEO total | DEF 14A | 2026-04-27 | 0001140361-26-017085 | CEO total compensation as printed in Annexon's own proxy. As printed: 3,579,202. Filing ↗machine: r2 · c24 · span 356205–356214 |
| 25 | Rocket Pharmaceuticals, Section 10b CEO total | DEF 14A | 2026-04-06 | 0001140361-26-013335 | CEO total compensation as printed in Rocket Pharmaceuticals's own proxy. As printed: 3,510,241. Filing ↗machine: r2 · c24 · span 348766–348775 |
| 26 | Nkarta, Section 10b CEO total | DEF 14A | 2026-04-23 | 0001140361-26-016403 | CEO total compensation as printed in Nkarta's own proxy. As printed: 2,978,038. Filing ↗machine: r2 · c27 · span 344226–344235 |
| 27 | Fate Therapeutics, Section 10b CEO total | DEF 14A | 2026-04-24 | 0001193125-26-177094 | CEO total compensation as printed in Fate Therapeutics's own proxy. As printed: 2,248,568. Filing ↗machine: r2 · c31 · span 391551–391560 |
| 28 | Lineage Cell Therapeutics, Section 10b CEO total | DEF 14A | 2026-04-29 | 0001193125-26-191556 | CEO total compensation as printed in Lineage Cell Therapeutics's own proxy. As printed: 2,111,170. Filing ↗machine: span 377951–377960 |
| 29 | 4D Molecular Therapeutics, Section 10b CEO total | DEF 14A | 2026-04-28 | 0001140361-26-017427 | CEO total compensation as printed in 4D Molecular Therapeutics's own proxy. As printed: 2,051,343. Filing ↗machine: r2 · c21 · span 356185–356194 |
| 30 | Alector, Section 10b CEO total | DEF 14A | 2026-04-28 | 0001193125-26-186928 | CEO total compensation as printed in Alector's own proxy. As printed: 1,995,018. Filing ↗machine: span 1038665–1038674 |
| 31 | Caribou Biosciences, Section 10b CEO total | DEF 14A | 2026-05-01 | 0001619856-26-000028 | CEO total compensation as printed in Caribou Biosciences's own proxy. As printed: 1,840,965. Filing ↗machine: r2 · c39 · span 191689–191698 |
| 32 | Arcturus Therapeutics, Section 10b CEO total | DEF 14A | 2026-04-24 | 0001193805-26-000507 | CEO total compensation as printed in Arcturus Therapeutics's own proxy. As printed: 1,691,000. Filing ↗machine: t116 · r1 · c27 · span 296910–296919 |
| 33 | Section 10a, Beam Therapeutics reciprocity | DEF 14A | — | 0001193125-26-161512 | Beam Therapeutics's most recent proxy was read; its disclosed peer group does not include Stoke Therapeutics. Filing ↗ |
| 34 | Section 10a, Rocket Pharmaceuticals reciprocity | DEF 14A | — | 0001140361-25-016656 | Rocket Pharmaceuticals's most recent proxy was read; its disclosed peer group does not include Stoke Therapeutics. Filing ↗ |
| 35 | Section 10a, Alector reciprocity | DEF 14A | — | 0001193125-26-186928 | Alector's most recent proxy was read; its disclosed peer group does not include Stoke Therapeutics. Filing ↗ |
| 36 | Section 10a, Allogene Therapeutics reciprocity | DEF 14A | — | 0001628280-26-028948 | Allogene Therapeutics's most recent proxy was read; its disclosed peer group does not include Stoke Therapeutics. Filing ↗ |
| 37 | Section 10a, Lineage Cell Therapeutics reciprocity | DEF 14A | — | 0001193125-26-191556 | Lineage Cell Therapeutics's most recent proxy was read; its disclosed peer group does not include Stoke Therapeutics. Filing ↗ |
| 38 | Section 10a, Arcturus Therapeutics reciprocity | DEF 14A | — | 0001193805-26-000507 | Arcturus Therapeutics's most recent proxy was read; its disclosed peer group does not include Stoke Therapeutics. Filing ↗ |