Sector: Health Care
STOKE THERAPEUTICS INC · Meeting: June 3, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Election of Class I Directors
Dr. Kahn joined the board in March 2026, well within the 24-month new-director exemption from the stock performance trigger, and brings deep regulatory and pharmaceutical expertise from senior roles at Pfizer and GlaxoSmithKline; no overboarding, attendance, or independence concerns identified.
Dr. Krainer is a co-founder with board tenure since 2014 and deep RNA-splicing scientific expertise directly relevant to Stoke's platform; the stock performance trigger does not apply because STOK's 3-year return of +297.8% outperforms the XBI — SPDR S&P Biotech ETF by +229.0 percentage points, far exceeding the 65-percentage-point threshold required to trigger an against vote.
Ms. Smith is a seasoned biotech executive with multiple CEO roles at rare-disease companies and currently serves on the board of Exelixis; the stock performance trigger does not apply given STOK's exceptional outperformance of XBI — SPDR S&P Biotech ETF, and no overboarding, attendance, or independence concerns are identified.
All three Class I nominees pass all policy screens: the TSR trigger does not fire because STOK's 3-year return of +297.8% outperforms the XBI — SPDR S&P Biotech ETF by +229.0 percentage points, which is well above the 65-percentage-point threshold that would be required to trigger an against vote; Dr. Kahn is protected by the 24-month new-director exemption; no overboarding, attendance failures, or independence issues are present.
CEO
Ian F. Smith
Total Comp
$27,031,655
Prior Support
N/A
CEO Ian F. Smith received total reported compensation of $27,031,655 for 2025, the vast majority of which came from a single large equity grant of stock options and restricted stock units awarded when he was appointed permanent CEO in October 2025 — this is a front-loaded grant covering multiple future years but reported entirely in the current year, and its reported value of approximately $25.6 million substantially exceeds typical compensation benchmarks for a biotech CEO at a $2.1 billion company, triggering the policy's greater-than-30% above benchmark threshold. While the stock has performed exceptionally well — up nearly 298% over three years versus the XBI — SPDR S&P Biotech ETF — the pay-for-performance alignment check cannot fully excuse the absolute magnitude of the grant because the company's pay disclosure does not provide a sufficiently transparent multi-year framework that would allow shareholders to evaluate whether this level of compensation is justified by a clearly articulated long-term incentive structure. Non-CEO named executive officers (Leggett and Hoitt) received total compensation of approximately $1.8 million and $2.3 million respectively, which appear reasonable for their roles, but the CEO pay package alone drives an against vote on the overall program.
Auditor
Ernst & Young LLP
Tenure
0 yrs
Audit Fees
$854,000
Non-Audit Fees
$29,000
EY is a newly appointed Big 4 firm with no prior tenure at Stoke, replacing KPMG which served only two years with a clean audit record and no disagreements; non-audit fees paid to KPMG in 2025 were $29,000 versus audit fees of $854,000, a non-audit ratio of approximately 3.4%, well below the 50% threshold that would trigger a no vote.
The 2026 Stoke Therapeutics annual meeting presents a clean director slate with strong stock performance that easily clears the XBI — SPDR S&P Biotech ETF benchmark, and a newly appointed Big 4 auditor with minimal non-audit fees, both of which receive FOR votes; however, the Say on Pay proposal receives an AGAINST vote because the CEO's reported total compensation of over $27 million — driven by a single large front-loaded equity grant at the time of his permanent appointment — exceeds typical benchmarks for a biotech company of this size by a margin that triggers the policy's pay level threshold, even accounting for the company's exceptional stock performance.
