DEF 14A of Cytokinetics Inc
Filed Apr 17, 2026 · FY20250001140361-26-015364
TO BE HELD MAY 27, 2026
| 54 | Description of the Relationship between Pay and Performance | | 55 | Equity Compensation Plans at December 31, 2025 | | 56 | Director Compensation | | 56 | Annual Retainers | | 56 | Election to Receive Retainers in Cash or Equity | | 57 | Initial and Annual Equity Grants to Non-Employee Directors | | 57 | Director Compensation Table for 2025 | | 58 | Delinquent Section 16(a) Reports | | 58 | Certain Business Relationships and Related Party Transactions | | 58 | Review, Approval or Ratification of Transactions with Related Parties | | 58 | Indemnification of Directors and Officers | | 59 | Other Matters | | | Appendix | | A-1 | Appendix A Amended and Restated 2015 Employee Stock Purchase Plan |
Compensation Discussion and Analysis
| • | an annual cash payment under our non-equity incentive plan (“NEIP”) designed to reward individuals for achieving corporate goals and, except for our CEO, individual goals in their functional area; and |
Compensation Discussion and Analysis
| • | stock options and restricted stock units (“RSUs”) to our named executive officers to incentivize our named executive officers to achieve multi-year strategic goals, to deliver sustained long-term value to stockholders, and to reward them for doing so. |
Compensation Discussion and Analysis
| ✔ WHAT WE DO | | ✘ WHAT WE DON’T DO | | | ✔ | Maintain an Independent Compensation and Talent Committee. Our Compensation and Talent Committee consists solely of independent directors, and there were no compensation interlocks in fiscal year 2025. | ✘ | No Executive Retirement Plans. We do not offer pension arrangements or retirement plans to our executive officers that are different from or in addition to those offered to our other employees. | | ✔ | Retain an Independent Compensation Advisor. The Compensation and Talent Committee engaged its own compensation advisor to provide information and analysis with its fiscal 2025 compensation review and other advice on executive compensation independent of management. This consultant performed no consulting or other services for us in fiscal year 2025. | ✘ | Limited Perquisites. We do not view perquisites as a significant component of our executive compensation program. Our perquisites are limited to those with a clear business-related rationale. | | ✔ | Annual Executive Compensation Review. The Compensation and Talent Committee conducts an annual review and approval of our Peer Group and a review of our compensation-related risk profile to ensure that our compensation programs do not encourage excessive or inappropriate risk-taking. | ✘ | No Special Welfare or Health Benefits. Our executive officers participate in Company-sponsored health and welfare benefits that are generally on the same basis as our other full-time, salaried employees. | | ✔ | Compensation At-Risk. Our executive compensation program is designed so that a significant portion of compensation is “at risk” based on our performance, as well as short-term cash and long-term equity incentives to align the interests of our executive officers and our stockholders. | ✘ | No Post-Employment Tax Payment Reimbursements. We do not provide any tax reimbursement payments (including “gross-ups”) on any severance or change in control payments or benefits to any executive officer (with the exception of our CEO under his pre-existing executive employment agreement, whose benefit is grandfathered). | | ✔ | CEO Annual Incentive Compensation Cap. Our CEO’s annual cash incentive compensation opportunity is capped at 120% of his base salary. | ✘ | No Hedging Policy. We do not permit any of our directors, executive officers or any of our other employees from engaging in short sales, transactions in put or call options (other than in respect of call options granted by the Company as a long-term incentive compensation), hedging transactions or other inherently speculative transactions with respect to our Common Stock. | | ✔ | Stock Ownership Policy. We maintain a stock ownership policy that requires our executive officers and directors to maintain a minimum ownership level of our Common Stock. | ✘ | No Pledging Policy. We do not permit any of our directors, executive officers or any of our other employees from pledging our equity securities. | | ✔ | Compensation Recovery Policy. We have established an Incentive Compensation Recoupment Policy designed to comply with Section 10D of the Securities Exchange Act of 1934, Rule 10D-1 promulgated thereunder and Nasdaq Listing Rule 5608. | ✘ | No Dividends or Dividend Equivalents Payable on Unvested Equity Awards. We do not pay dividends or dividend equivalents on unvested RSU awards. | | ✔ | Conduct an Annual Stockholder Advisory Vote (“Say-on-Pay”) on Named Executive Officer Compensation. We conduct an annual stockholder advisory vote on the compensation of our Named Executive Officers, and we commend that our stockholders vote in favor of an advisory “say-on-frequency” vote requiring us to conduct a “say-on-pay” vote every year. | ✘ | No Stock Option Re-pricing. Our Amended and Restated 2005 Equity Incentive plan does not permit options to purchase shares of our Common Stock to be repriced to a lower exercise or strike price. | | ✔ | Use a Pay-for-Performance Philosophy. The majority of our CEO and our other Named Executive Officers’ compensation is directly linked to the achievement of milestones designed to benefit our stockholders. We also structure target total compensation opportunities with a significant long-term equity component, thus aligning the interests of our executive officers with our stockholders. | ✘ | Executive Officers and Directors May Not Trade Except Pursuant to 10b5-1 Plans. Our stock trading policy prohibits the trading of Company equity securities by our executive officers and directors except pursuant to 10b5-1 Plans adopted in accordance with SEC Rule 10b5-1(c). | | ✔ | “Double Trigger” Feature for Acceleration of Equity Awards for our Named Executive Officers. The outstanding equity awards granted to our Named Executive Officers pursuant to our Amended and Restated 2005 Equity Incentive Plan are subject accelerated vesting only in the event of both a change in control of the Company and a subsequent involuntary termination of employment. | | |
Compensation Discussion and Analysis
Compensation Philosophy and Objectives The Compensation Committee works to structure our executive compensation program to reward achievement of our business goals, align the executive officers’ interests with those of our stockholders and encourage our executives to build a sustainable biopharmaceutical company. The Compensation Committee seeks to ensure that we maintain our ability to attract and retain superior executives in key positions by providing them compensation that is competitive relative to the compensation paid to similarly situated executives in a defined group of peer companies (the “Peer Companies” as set forth below) and the broader marketplace from which we recruit and compete for talent. The Compensation Committee ensures that the total compensation paid to our executive officers is fair, reasonable, competitive and reflective of their performance and contributions toward corporate goals and objectives. To meet these objectives, we provide base salary, annual cash bonuses based on goal achievement and other factors considered by the Compensation Committee, equity awards, broad-based employee benefits with limited perquisites and severance benefits upon a potential loss of position in connection with a change in control or if terminated without cause or for executive resignations for good reason. In determining the amount and form of these compensation elements, the Compensation Committee considers a number of factors, including:
Compensation Discussion and Analysis
| • | compensation levels paid to similarly situated executives by our Peer Companies, to attract and retain executives in a competitive market for talent; |
Compensation Discussion and Analysis
| • | the potential dilutive effect of equity awards on our stockholders. |
Compensation Discussion and Analysis
| • | reviewed and provided recommendations on the composition of our 2026 Peer Companies; |
Compensation Discussion and Analysis
| • | provided compensation-related data related to executives and directors at our 2025 Peer Companies based on data from SEC filings and the Radford Global Life Sciences Survey; |
Compensation Discussion and Analysis
| • | prepared compensation market trends and an analysis of our share usage under the Company’s Amended and Restated 2004 Equity Incentive Plan (the “2004 EIP”) in comparison to our 2025 Peer Companies based on data from SEC filings. |
Compensation Discussion and Analysis
Aon did not provide any other executive compensation services to us in 2025. We separately engaged Aon to provide our management with survey data and advice regarding compensation and equity awards for our broader employee base. The total fees payable to Aon in 2025 for services other than those related to executive and director compensation were less than $120,000. The Compensation Committee approved the engagement of, and fees payable to, Aon for these other services, and determined that these other services did not constitute a conflict of interest or prevent Aon from objectively performing its work for the Compensation Committee. Role of Executive Officers in Compensation Decisions For compensation decisions in 2025, our CEO aided the Compensation Committee by providing recommendations regarding the compensation of the named executive officers other than himself. Each of those named executive officers participated in an annual performance review with our CEO to provide input about his or her contributions to our goals and objectives in 2025, which guided, along with other factors, 2025 compensation actions. Our CEO participated in a review process, with respect to his own performance, with the Chairman of the Board of Directors. The Compensation Committee assessed the recommendations of our CEO (and, with respect to our CEO, the recommendations of the Chairman of the Board of Directors at the time) in the context of each named executive officer’s performance. No named executive officer participated directly in the Compensation Committee’s final determinations regarding the amount of any component of their own 2025 compensation. Our Human Resources, Finance and Legal departments work with our CEO to design and develop compensation programs for our named executive officers, to recommend changes to existing compensation programs, to establish corporate and individual performance goals, to prepare and/or review peer data comparisons and other Compensation Committee briefing materials and ultimately to implement the Compensation Committee’s decisions. Our Senior Vice President, Human Resources and our CEO meet separately with Aon to convey information on proposals that management may make to the Compensation Committee, as well as to assist Aon in collecting information about us to perform its duties for the Compensation Committee. Benchmarking The Compensation Committee believes it is important when making its compensation-related decisions to be informed as to current compensation practices of comparable publicly held companies in the life sciences industry. The Compensation Committee engaged Aon to analyze the executive compensation practices of a number of comparable publicly held companies in the life sciences industry. The Compensation Committee, in consultation with Aon, reviews and adjusts the list of Peer Companies annually to ensure that the list provides a current and useful comparison of companies for use as a means of comparing our executive compensation levels relative to the market. Companies are evaluated and adjusted as appropriate for inclusion in these analyses based on business characteristics similar to ours. Potential companies are selected based on criteria that include business model,
Compensation Discussion and Analysis
Aon prepared an analysis of the compensation levels and practices of the Peer Companies as reported in their proxy statements and offered additional analysis based on the compensation practices of a comparable group of life science companies (a subset of what is included in the broader Aon Global Life Sciences Survey). The Compensation Committee reviewed the cash and equity components from these analyses in setting a total compensation package for each executive officer as well as reviewing each executive officer’s past and anticipated contributions to the Company, current compensation package, compensation market trends for competitive positions, overall performance and retention risks. The Compensation Committee believes considering this benchmark information to be important in compensation-related decisions and uses it as a reference point in formulating decisions. Other factors, such as economic conditions and internal pay equity, may play a role with respect to the compensation offered to an executive in any given year. The Compensation Committee aims to provide target total cash and long-term equity compensation at or around the median of the compensation paid to similarly situated executives employed by the Peer Companies for target level performance, with compensation above this level possible for exceptional performance. To achieve this positioning for target levels of compensation, the Compensation Committee generally sets the various compensation elements as follows:
Compensation Discussion and Analysis
| • | target long-term equity compensation at a level such that, when combined with target total cash compensation, represents target total compensation opportunities at or around the median for comparable positions as compared to the Peer Companies’ data. |
Compensation Discussion and Analysis
Annual cash awards under our NEIP are based on a thorough quantitative and qualitative review of facts and circumstances related to Company, department, function and individual performance, as compared to the corporate goals approved by the Compensation Committee during the first part of the performance year. Each named executive officer’s annual target NEIP award is expressed as a percentage of his base salary and is set at a level that, upon 100% achievement of our corporate goals and the named executive officer’s individual performance goals, and when combined with the executive officers’ base salaries, falls at the median level for a similar executive position as compared to the Peer Companies’ data. In determining the split of the target award as between corporate and individual performance, the Compensation Committee believes that the more senior the position and operational the responsibilities, the greater the percentage of his or her award that should be weighted to our corporate achievement, rather than individual achievement of the executive. For example, our CEO’s NEIP award is based entirely on corporate achievement and not on individual achievement. In the first quarter of each year, the Compensation Committee reviews and approves corporate goals presented by senior management. Upon completion of the year, the Compensation Committee assesses achievement relative to the predetermined milestones and measurements as well as other factors the Compensation Committee determines, in its discretion, are material. The minimum NEIP award amount is zero, and the maximum is 120% of the target NEIP award amount. If the Compensation Committee determines that NEIP awards should not be awarded for corporate achievement for any reason, NEIP awards will not be paid even if the individual goals and objectives were met. We believe this incentive structure allows the Compensation Committee to be responsive to the uncertainties and lack of predictability associated with being a biotechnology company dedicated to the discovery, development and commercialization of first-in-class therapeutics with novel mechanisms of action. Equity Awards. The Compensation Committee believes that providing a material portion of our executive officers’ total compensation in equity awards aligns the interests of our executive officers with our stockholders, by linking the value of compensation to the value of our Common Stock. In determining the form and size of equity awards, the Compensation Committee considers information provided by Aon as to whether the complete compensation packages provided to each named executive officer, including prior equity awards, are sufficient to retain, motivate and adequately reward the executive for his or her contributions. In addition, in determining the size of equity awards, the Compensation Committee considers the anticipated value of the named executive officer’s contributions going forward. We make new-hire and subsequent equity awards on pre-determined dates as follows:
Compensation Discussion and Analysis
| • | Before an offer is made, the Compensation Committee approves the terms of new-hire equity awards as inducement awards. Decisions in respect of the granting of inducement awards in accordance with Nasdaq Listing Rule 5635(c)(4) are made exclusively by the Compensation Committee. Our Board has established a policy of granting inducement awards on the 15th calendar day of every month for newly hired employees whose employment commenced following the 15th calendar day of the preceding month, unless the 15th calendar day falls on a day that is not a business day, in which case the grant date is the preceding business day. |
Compensation Discussion and Analysis
| • | We generally grant subsequent annual equity awards to all eligible employees during the first quarter of each fiscal year. Our Board has established a policy of granting annual equity awards on March 15 of every calendar year, unless March 15 falls on a day that is not a business day, in which case the grant date is the preceding business day. |
Compensation Discussion and Analysis
We do not purposely accelerate or delay the public release of material information in consideration of pending equity awards. For further information regarding our policy of granting equity awards, please refer to the Section entitled “Timing of Grants of Certain Equity Awards” of this Proxy Statement. Stock Options. We grant stock options to our named executive officers when they join us and annually, on a discretionary basis, as part of our performance review and rewards process. All options have an exercise price equal to the fair market value of the Common Stock on the date of grant, and generally vest monthly based on continued service over a four-year period (with the exception of initial hire grants which cliff vest 25% at the end of the first anniversary from the grant date and then in monthly installment over the remaining three years). Options provide a return to the executive officer only if the price of our Common Stock appreciates after the grant date and the executive officer remains a service provider to us (except in limited circumstance described in the 2004 EIP). Restricted Stock Units. We grant RSUs to our named executive officers annually, on a discretionary basis, as part of our performance review and rewards process. RSUs generally vest over a three-year period, with 40% vesting on the one-year
Compensation Discussion and Analysis
| Named Executive Officer | Target Bonus % of Salary | Corporate Goal Weighting | Individual Goal Weighting | | Robert I. Blum | 75% | 100% | 0% | | Andrew M. Callos | 45% | 75% | 25% | | Jeffrey Hessekiel(1) | 50% | 75% | 25% | | Sung H. Lee | 45% | 75% | 25% | | Fady I. Malik, M.D., Ph.D. | 45% | 75% | 25% |
Compensation Discussion and Analysis
| Named Executive Officer | 2025 Base Salary | Value of Option Grants | Value of RSU Grants | 2025 Non-Equity Incentive Plan Compensation Target as % of Salary | | Robert I. Blum | $858,572 | $5,095,918 | $5,150,019 | 75% | | Andrew M. Callos | $585,430 | $1,434,764 | $1,449,995 | 45% | | Jeffrey Hessekiel(1) | $660,000 | $— | $5,800,013 | 50% | | Sung H. Lee | $577,500 | $1,434,764 | $1,449,995 | 45% | | Fady I. Malik, M.D., Ph.D. | $633,843 | $1,731,616 | $1,750,002 | 45% |
Compensation Discussion and Analysis
| Named Executive Officer | Non-Equity Incentive Plan Compensation for 2025 Performance | | Robert I. Blum | $772,715 | | Andrew M. Callos | $302,960 | | Jeffrey Hessekiel(1) | $— | | Sung H. Lee | $295,608 | | Fady I. Malik, M.D., Ph.D. | $335,144 |
Compensation Discussion and Analysis
Tax Deductibility of Executive Compensation Under Section 162(m) of the Internal Revenue Code (“Section 162(m)”), publicly held companies may generally not deduct compensation paid to certain executive officers to the extent such compensation exceeds $1 million per officer in any year. In determining the form and amount of compensation for our named executive officers, the Compensation Committee may consider all elements of the cost of such compensation, including the potential impact of deduction limitations. Accounting Considerations In determining the size and type of equity awards, the Compensation Committee considers the potential impact of the accounting guidance for stock-based compensation. We do not set a specific budget for equity compensation based on the accounting cost. Compensation Recovery Policy In order to ensure that our executive officers, including our named executive officers, take full account of risks to us and our stockholders in their decision-making, and to reduce such risks wherever practicable, in October 2023 our Compensation Committee adopted a policy (the “Incentive Compensation Recoupment Policy”) designed to comply with Section 10D of the Securities Exchange Act of 1934, Rule 10D-1 promulgated thereunder and Nasdaq Listing Rule 5608. This policy provides that if the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the Company must reasonably promptly recoup the full amount of recoverable incentive compensation paid to current and former executive officers unless such recovery is deemed impracticable for reasons stipulated in the policy. The Incentive Compensation Recoupment Policy applies to compensation received on or after October 2, 2023. A copy of the Incentive Compensation Recoupment Policy is available as Exhibit 97.1 to our Annual Report on Form 10-K for the year ending December 31, 2025. Stock Ownership and Retention Guidelines Our stock ownership guidelines require our executives and directors to hold a meaningful amount of our Common Stock to promote a long-term perspective in managing the Company, further aligning the interests of our executives and stockholders and mitigating potential compensation-related risk. Our guidelines require that our CEO maintain at all times Common Stock and/or RSUs in the amount of 3 times his annual base salary, our other named executive officers maintain at all times Common Stock and/or RSUs in the amount of 1.0-1.5 times their respective annual salaries (depending on seniority), and our non-executive directors maintain at all times Common Stock and/or RSUs in the amount of 3 times their respective annual cash retainer (committee retainers excluded). Our guidelines generally require that each officer or non-executive director who has not met their ownership requirements retain 100% of the shares of our Common Stock acquired through the vesting of RSUs and the exercise of stock options awarded (net of shares retained by us to satisfy tax withholding requirements and exercise price amounts) until such officer has reached his or her required stock ownership level (with exceptions for pre-committed trading instructions under plans adopted in accordance with Rule 10b5-1(c) under the Exchange Act).
Compensation Discussion and Analysis
Timing of Grants of Certain Equity Awards In February 2024, our Board, upon the recommendation of the Compensation Committee, adopted a policy regarding the timing of our equity awards to our named executive officers. Among other matters, this policy provides that annual awards of stock options or SARs to our named executive officers are to be granted on March 15 of every calendar year, unless March 15 falls on a day that is not a business day, in which case the grant date is the preceding business day. The policy further provides that if a named executive officer receives a new hire grant comprised of stock options or SARs, such grant would be made on the 15th calendar day of the month in which he or she first commenced employment or, if the officer commenced employment after the 15th calendar day of a particular month (or after the 14th calendar day of a particular month if the 15th day does not fall on a business day), such grant would be made on the 15th calendar day of the month subsequent to the month in which he or she first commenced employment, unless the 15th calendar day falls on a day that is not a business day, in which case the grant date is the preceding business day. Pursuant to this policy, the grants will be made regardless of whether the Company is in possession of material non-public information at the time of the grant. We do not have a practice of purposely accelerating or delaying the public release of material information in consideration of pending equity awards comprised of stock options or SARs, but in the event the Company is required by law or regulation to release material information shortly before or after a pending equity award comprised of stock options or SARs, the Company will make such disclosures in the ordinary course without consideration of the pending equity awards of stock options or SARs. To date, we have not timed the release of material nonpublic information for the purpose of affecting the value of executive compensation, nor have we taken material nonpublic information into account when determining the timing and terms of stock option or SAR awards. Hedging & Pledging Policy We have a policy that prohibits our officers, directors and our employees from engaging in short sales, transactions in put or call options (other than stock options granted by the Company pursuant to our equity incentive plans), hedging transactions or other inherently speculative transactions with respect to our Common Stock. We also have a policy that prohibits our officers, directors and employees from granting any security interests or otherwise encumbering their shares or other securities issued by Cytokinetics.
Executive Summary Compensation Table for 2025
| Name and Principal Position | Year | Salary(1) | Bonus(2) | Stock Awards(3) | Option Awards(3) | Non-Equity Incentive Plan Compensation(4) | All Other Compensation(5) | Total | | Robert I. Blum, Principal Executive Officer | 2025 | $853,069 | $— | $5,150,019 | $5,095,918 | $772,715 | $9,735 | $11,881,456 | | | 2024 | $819,625 | $— | $9,800,033 | $3,059,995 | $681,079 | $2,724 | $14,363,456 | | | 2023 | $782,069 | $— | $3,228,225 | $4,196,775 | $533,250 | $2,807 | $8,743,126 | | Andrew M. Callos, Executive Vice President, Chief Commercial Officer | 2025 | $581,678 | $— | $1,449,995 | $1,434,764 | $302,960 | $18,247 | $3,787,644 | | | 2024 | $556,369 | $— | $2,700,004 | $843,058 | $269,143 | $14,946 | $4,383,520 | | | 2023 | $518,700 | $— | $1,173,900 | $1,271,750 | $220,911 | $8,287 | $3,193,548 | | Jeffrey Hessekiel, Executive Vice President, Chief Legal & Administrative Officer | 2025 | $85,250 | $200,000 | $5,800,013 | $— | $— | $954 | $6,086,217 | | Sung H. Lee, Principal Financial Officer | 2025 | $572,918 | $— | $1,449,995 | $1,434,764 | $295,608 | $17,522 | $3,770,807 | | | 2024 | $356,251 | $80,000 | $3,352,526 | $1,752,473 | $177,522 | $7,101 | $5,725,873 | | Fady I. Malik, Executive Vice President, Research and Development | 2025 | $629,781 | $— | $1,750,002 | $1,731,616 | $335,144 | $20,523 | $4,467,066 | | | 2024 | $605,559 | $— | $3,399,979 | $1,061,641 | $287,972 | $13,370 | $5,368,521 | | | 2023 | $581,373 | $— | $1,565,200 | $2,034,800 | $240,636 | $13,006 | $4,435,015 |
Grants of Plan-Based Awards in 2025
Grants of Plan-Based Awards in 2025 The following table sets forth information regarding plan-based awards to each named executive officer during 2025.
Grants of Plan-Based Awards in 2025
| | | | Estimated Potential Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units(2) (#) | All Other Option Awards: Number of Securities Underlying Options(3) (#) | Exercise Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | Name | Compensation and Talent Committee Decision Date | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | | | | | Robert I. Blum | | | — | $643,929 | $772,715 | | | | | | | 3/15/2025 | 3/15/2025 | | | | 116,096 | | | $5,150,019 | | | 3/15/2025 | 3/15/2025 | | | | | 172,249 | $44.36 | $5,095,918 | | Andrew M. Callos | | | — | $263,444 | $316,132 | | | | | | | 3/15/2025 | 3/15/2025 | | | | 32,687 | | | $1,449,995 | | | 3/15/2025 | 3/15/2025 | | | | | 48,497 | $44.36 | $1,434,764 | | Jeffrey Hessekiel(5) | | | — | — | — | | | | | | | 11/15/2025 | 11/15/2025 | | | | 87,297 | | | $5,800,013 | | Sung H. Lee | | | — | $259,875 | $311,850 | | | | | | | 3/15/2025 | 3/15/2025 | | | | 32,687 | | | $1,449,995 | | | 3/15/2025 | 3/15/2025 | | | | | 48,497 | $44.36 | $1,434,764 | | Fady I. Malik, M.D., Ph.D. | | | — | $285,229 | $342,275 | | | | | | | 3/15/2025 | 3/15/2025 | | | | 39,450 | | | $1,750,002 | | | 3/15/2025 | 3/15/2025 | | | | | 58,531 | $44.36 | $1,731,616 |
Grants of Plan-Based Awards in 2025
| (1) Reflects each named executive officer’s participation in our NEIP, calculated based on each officer’s respective base salary and position. Amounts actually earned under this plan are reflected in the Executive Summary Compensation Table above. There is no minimum threshold amount. |
Grants of Plan-Based Awards in 2025
| (2) Reflects number of RSUs. |
Grants of Plan-Based Awards in 2025
| (3) Reflects options granted under the 2004 EIP that vest over a four-year period beginning on the grant date. |
Grants of Plan-Based Awards in 2025
| (4) Reflects the grant date fair value of RSUs and stock options granted, calculated in accordance with Topic 718. Assumptions used for the valuation of these grants are set forth in Note 8 of our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. |
Grants of Plan-Based Awards in 2025
| (5) Mr. Hessekiel commenced employment in November 2025 and was not eligible to receive an NEIP award in 2025. |
Grants of Plan-Based Awards in 2025
| 46 | Cytokinetics, Inc. | 2026 Proxy Statement |
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025 The following table sets forth information regarding outstanding equity awards held by each named executive officer as of December 31, 2025.
Outstanding Equity Awards at December 31, 2025
| | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | Robert I. Blum | 2/28/2017(1) | 205,000 | — | $10.60 | 2/28/2027 | | | | | | | 2/27/2018(1) | 200,000 | — | $7.80 | 2/27/2028 | | | | | | | 2/26/2019(1) | 240,000 | — | $7.14 | 2/26/2029 | | | | | | | 3/6/2020(1) | 240,000 | — | $14.40 | 3/6/2030 | | | | | | | 3/2/2021(1) | 165,000 | — | $19.42 | 3/2/2031 | | | | | | | 3/2/2022(2) | 168,750 | 11,250 | $37.63 | 3/2/2032 | | | | | | | 3/6/2023(3) | 113,437 | 51,563 | $39.13 | 3/6/2033 | | | | | | | 3/14/2024(4) | 31,076 | 39,956 | $63.75 | 3/14/2034 | | | | | | | 3/15/2025(5) | 32,296 | 139,953 | $44.36 | 3/15/2035 | | | | | | | 3/6/2023(9) | | | | | 16,500 | $1,048,410 | | | | | 3/14/2024(10) | | | | | 36,894 | $2,344,245 | | | | | 3/15/2025(8) | | | | | 116,096 | $7,376,740 | | | | | 3/14/2024(7) | | | | | | | 5,765 | $366,308 | | Andrew M. Callos | 3/31/2021(1) | 114,000 | — | $23.26 | 3/31/2031 | | | | | | | 3/2/2022(2) | 15,701 | 2,813 | $37.63 | 3/2/2032 | | | | | | | 3/6/2023(3) | 22,333 | 15,625 | $39.13 | 3/6/2033 | | | | | | | 3/14/2024(4) | 8,561 | 11,009 | $63.75 | 3/14/2034 | | | | | | | 3/15/2025(5) | 9,093 | 39,404 | $44.36 | 3/15/2035 | | | | | | | 3/6/2023(9) | | | | | 6,000 | $381,240 | | | | | 3/14/2024(10) | | | | | 10,164 | $645,821 | | | | | 3/15/2025(8) | | | | | 32,687 | $2,076,932 | | | | | 3/14/2024(7) | | | | | | | 1,589 | $100,933 | | Jeffrey Hessekiel | 11/15/2025(12) | | | | | 87,297 | $5,546,851 | | | | Sung Lee | 5/31/2024(6) | 21,144 | 32,273 | $48.51 | 5/31/2034 | | | | | | | 3/15/2025(5) | 9,093 | 39,404 | $44.36 | 3/15/2035 | | | | | | | 5/31/2024(11) | | | | | 20,810 | $1,322,267 | | | | | 3/15/2025(8) | | | | | 32,687 | $2,076,932 | | | | | 5/31/2024(7) | | | | | | | 2,152 | $136,706 |
Outstanding Equity Awards at December 31, 2025
| Cytokinetics, Inc. | 2026 Proxy Statement | 47 |
Outstanding Equity Awards at December 31, 2025
| | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | Fady I. Malik, M.D., Ph.D. | 2/28/2017(1) | 1,000 | — | $10.60 | 2/28/2027 | | | | | | | 2/27/2018(1) | 75,000 | — | $7.80 | 2/27/2028 | | | | | | | 2/26/2019(1) | 80,000 | — | $7.14 | 2/26/2029 | | | | | | | 3/6/2020(1) | 90,000 | — | $14.40 | 3/6/2030 | | | | | | | 3/2/2021(1) | 60,000 | — | $19.42 | 3/2/2031 | | | | | | | 3/2/2022(2) | 65,625 | 4,375 | $37.63 | 3/2/2032 | | | | | | | 3/6/2023(3) | 55,000 | 25,000 | $39.13 | 3/6/2033 | | | | | | | 3/14/2024(4) | 10,781 | 13,863 | $63.75 | 3/14/2034 | | | | | | | 3/15/2025(5) | 10,974 | 47,557 | $44.36 | 3/15/2035 | | | | | | | 3/6/2023(9) | | | | | 8,000 | $508,320 | | | | | 3/14/2024(10) | | | | | 12,799 | $813,248 | | | | | 3/15/2025(8) | | | | | 39,450 | $2,506,653 | | | | | 3/14/2024(7) | | | | | | | 2,000 | $127,080 |
Outstanding Equity Awards at December 31, 2025
| (1) The option is fully vested. |
Outstanding Equity Awards at December 31, 2025
| (2) The unvested shares vest equally in monthly installments through 3/2/26. |
Outstanding Equity Awards at December 31, 2025
| (3) The unvested shares vest equally in monthly installments through 3/6/27. |
Outstanding Equity Awards at December 31, 2025
| (4) The unvested shares vest equally in monthly installments through 3/14/28. |
Outstanding Equity Awards at December 31, 2025
| (5) The unvested shares vest equally in monthly installments through 3/15/29. |
Outstanding Equity Awards at December 31, 2025
| (6) The unvested shares vest equally in monthly installments through 5/31/28. |
Outstanding Equity Awards at December 31, 2025
| (7) In December 2025, the Compensation Committee certified that 25% of the Milestone II PSUs were earned. Accordingly, 12.5% of the Milestone II PSUs vested upon certification, and 12.5% remain subject to time-based vesting on the first anniversary of the Certification Date. As of December 31, 2025, 25% of PSUs remained unvested, of which half are eligible to vest in December 2026, with the remaining PSUs forfeited and to be cancelled. |
Outstanding Equity Awards at December 31, 2025
| (8) The unvested award vests 40% on 3/15/26, 40% on 3/15/27, and 20% on 3/15/28. |
Outstanding Equity Awards at December 31, 2025
| (9) The unvested award vests 20% on 3/6/26. |
Outstanding Equity Awards at December 31, 2025
| (10) The unvested award vests 40% on 3/14/26, and 20% on 3/14/27. |
Outstanding Equity Awards at December 31, 2025
| (11) The unvested award vests 40% on 5/31/26, and 20% on 5/31/27. |
Outstanding Equity Awards at December 31, 2025
| (12) The unvested award vests 40% on 11/15/26, 40% on 11/15/27, and 20% on 11/15/28. |
Outstanding Equity Awards at December 31, 2025
The market value of the RSUs and PSUs that have not yet vested is based on the closing price of $63.54 per share of our Common Stock on December 31, 2025.
Outstanding Equity Awards at December 31, 2025
| 48 | Cytokinetics, Inc. | 2026 Proxy Statement |
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025
| | Option Awards | | Stock Awards | | | Named Executive Officer | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | Robert I. Blum | 71,233 | 3,366,258 | 91,891 | 4,355,229 | | Andrew M. Callos | 74,528 | 1,872,040 | 27,542 | 1,296,452 | | Jeffrey Hessekiel | — | — | — | — | | Sung H. Lee | — | — | 20,329 | 846,213 | | Fady I. Malik, M.D., Ph.D. | 49,000 | 1,274,635 | 36,534 | 1,712,308 |
Option Exercises and Stock Vested in 2025
| (1) The amounts shown in this column represent the number of shares of Common Stock acquired on exercise multiplied by the excess of the closing price of a Cytokinetics share on the date of exercise over the option exercise price. |
Option Exercises and Stock Vested in 2025
| (2) Equal to the closing trading price of our Common Stock on the day of vesting multiplied by the number of shares released on vesting. |
Pension Benefits
Pension Benefits We do not maintain any pension or defined benefit retirement plans for our named executive officers.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation We do not maintain any nonqualified deferred compensation plans for our named executive officers.
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control We have executive employment agreements with each named executive officer that provide for such officers to remain at-will employees and to receive salary, non-equity incentive plan payments and benefits as determined at the discretion of the Board of Directors and provide for such officers to receive certain benefits if, upon or within the eighteen-month period following a change of control of the Company, they resign for good reason or are terminated by us or our successor other than for cause (a “qualifying resignation or termination”) and such officer signs a standard release of claims with us. In addition, our executives will receive accelerated vesting of equity awards upon a qualifying resignation or termination where the acquirer does not assume all equity awards. However, we do not have any other agreements, plans or arrangements that provide for severance or other benefits upon termination for other reasons. “Good Reason” includes a material reduction in salary; a material decrease in duties or responsibilities; a material decrease in the duties or responsibilities of the supervisor to whom the executive officer is required to report; a material decrease in the budget over which the executive officer has authority; relocation of the place of employment to a location more than fifty miles from our location at the time of the change in control; or a material breach of the executive employment agreement by us or our successor. “Cause” includes failure to substantially perform the duties of the job other than due to physical or mental illness; engaging in conduct that is materially injurious to us or constitutes gross misconduct; material breach of the executive employment agreement by the executive officer; material breach of our policies that have been adopted by the Board of Directors; conviction of a felony; or fraud against us.
Potential Payments Upon Termination or Change of Control
| Cytokinetics, Inc. | 2026 Proxy Statement | 49 |
Potential Payments Upon Termination or Change of Control
Under their executive employment agreements, upon a qualifying resignation or termination in connection with a change of control of the Company, Mr. Callos, Mr. Hessekiel, Dr. Malik, and Mr. Lee will become entitled to receive: continuing severance payments at a rate equal to their base salary for a period of eighteen months; a lump sum payment equal to their full target annual NEIP award; acceleration in full of vesting of equity awards held by them; and continued employee benefits until the earlier of eighteen months following the date of the qualifying termination or resignation or the date they obtain employment with generally similar employee benefits. In the event that such payments constitute “parachute payments” within the meaning of Section 280G of the Code and become subject to the excise tax imposed under Section 4999 of the Code, the executive employment agreements of Mr. Callos, Mr. Hessekiel, Dr. Malik, and Mr. Lee provide that the benefit amount may be reduced so that no portion of the payment is subject to the excise tax. Mr. Callos, Mr. Hessekiel, Dr. Malik and Mr. Lee are also beneficiaries under our Executive Severance Plan, which entitles each of them to the same benefits under their respective executive employment agreements, as well as an additional bonus payment (in addition to the lump sum payment equal to a full target NEIP award) in an amount equal to a pro rata portion of their NEIP award for the calendar year in which the qualifying resignation or termination occurs. Under his executive employment agreement, upon a qualifying resignation or termination in connection with a change of control of the Company, Mr. Blum will become entitled to receive: continuing severance payments at a rate equal to his base salary for a period of twenty-four months; a lump sum payment equal to his full target NEIP bonus; acceleration in full of vesting of equity awards held by him; and continued employee benefits until the earlier of twenty-four months following the date of the qualifying termination or resignation or the date he obtains employment with generally similar employee benefits. In the event that such payments constitute “parachute payments” within the meaning of Section 280G of the Code and become subject to the excise tax imposed under Section 4999 of the Code, Mr. Blum is eligible to receive a payment from us sufficient to pay the excise tax, and a tax gross-up payment, which is an additional payment sufficient to pay the excise tax and other income taxes resulting from the initial excise tax payment. This excise tax and tax gross-up payment has been in Mr. Blum’s employment agreement since May 2007, was customary at the time, and has been grandfathered for Mr. Blum. Mr. Blum is not a beneficiary under the Company’s Executive Severance Plan. The provisions of each executive employment agreement are intended to comply with the requirements of Section 409A so that none of the severance payments or benefits to be provided under the agreements will be subject to the additional tax imposed under Section 409A. If severance payments to an executive officer at the time of termination would trigger the additional tax imposed under Section 409A, then such payments will instead become payable to the executive officer starting six months and one day after the termination date. Severance payments and benefits provided to an executive officer under an executive employment agreement following a qualifying resignation or termination are subject to certain conditions including adherence to existing confidentiality, proprietary information and invention assignment agreements, and non-competition clauses. The following table summarizes the potential benefits the named executive officers would receive upon a qualifying resignation or termination in connection with a change of control of the Company assuming their employment had been terminated on December 31, 2025:
Potential Payments Upon Termination or Change of Control
| Named Executive Officer | Salary | Bonus | Acceleration of Vesting of Equity Grants(1) | Acceleration of Vesting of Options(1) | Continuation of Employee Benefits(2) | Change in Control Reduction(3) | Total | | Robert I. Blum | $1,717,144 | $643,929 | $11,135,703 | $4,234,439 | $100,694 | $— | $17,831,908 | | Andrew M. Callos | $878,145 | $263,444 | $3,204,926 | $1,210,060 | $106,975 | $— | $5,663,550 | | Jeffrey Hessekiel | $990,000 | $330,000 | $5,546,851 | $— | $87,116 | $(324,894) | $6,629,073 | | Sung H. Lee | $866,250 | $259,875 | $3,535,906 | $1,240,832 | $104,478 | $— | $6,007,341 | | Fady I. Malik, M.D., Ph.D. | $950,765 | $285,229 | $3,955,301 | $1,635,750 | $106,978 | $— | $6,934,023 |
Potential Payments Upon Termination or Change of Control
| (1) The value of the acceleration of vesting of the equity grants is calculated using the closing market price of our Common Stock at December 31, 2025 of $63.54 and the value of the acceleration of vesting of options is calculated as the amount by which that closing market price exceeds the exercise price for unvested stock options at December 31, 2025. The value of the acceleration of vesting of awards is calculated as the amount of unvested and unearned awards multiplied by the closing market price on December 31, 2025 and assumes that any performance conditions for PSUs are satisfied in full. |
Potential Payments Upon Termination or Change of Control
| (2) Represents the cost of premiums for medical, dental, vision, life and disability insurance coverage under our group employee benefit plans based on 2025 rates. |
Potential Payments Upon Termination or Change of Control
| (3) As described under “Potential Payments Upon Termination of Change in Control”, the total payment following a change in control will be reduced to a level below the Section 280G safe harbor amount. Under the assumptions above, Mr. Hessekiel exceeded the 280G safe harbor amount as of December 31, 2025 and as a result his payment would have been reduced below the safe harbor amount. |
Potential Payments Upon Termination or Change of Control
| 50 | Cytokinetics, Inc. | 2026 Proxy Statement |
Principal Executive Officer Pay Ratio
Principal Executive Officer Pay Ratio Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and the related SEC rule (the “Rule”), the following table provides the ratio of the total compensation for 2025 for Mr. Blum, our principal executive officer to the total compensation for 2025 for our median employee as follows:
Principal Executive Officer Pay Ratio
| PEO Compensation for 2025 | $11,881,456 | | Median Employee Compensation for 2025 | $425,718 | | Ratio of PEO Compensation to Median Employee Compensation for 2025 | 28 to 1 |
Principal Executive Officer Pay Ratio
The pay ratio above represents the Company’s reasonable estimate calculated in a manner consistent with the Rule and applicable guidance. The Rule and guidance provide significant flexibility in how companies identify the median employee, and each company may use a different methodology and make different assumptions particular to that company. As a result, as the SEC explained when it adopted the Rule, in considering the pay-ratio disclosure, stockholders should keep in mind that the Rule was not designed to facilitate comparisons of pay ratios among different companies, even among companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices and pay-ratio disclosures. In determining the median employee, we prepared a listing of all employees (excluding Mr. Blum) using a measurement date of December 31, 2025, annualized the salaries for those employees that were not employed for all of 2025 and identified the employee at the median of the listing of annualized salaries (the “Median Employee”) based on the annual base salary. We calculated the Median Employee Compensation for 2025 for the Median Employee on the same basis as the total compensation of Mr. Blum in the Executive Summary Compensation Table.
Principal Executive Officer Pay Ratio
| Cytokinetics, Inc. | 2026 Proxy Statement | 51 |
Principal Executive Officer Pay Ratio
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and the Company’s financial performance. As described in “Financial Performance Measures” below, we do not have a Company Selected Financial Measure as described in Item 402(v)(2)(vi) of Regulation S-K to link compensation actually paid (“CAP”) to our performance.
Required Tabular Disclosure of Compensation Actually Paid Versus Performance
Required Tabular Disclosure of Compensation Actually Paid Versus Performance The following table discloses information on CAP to our principal executive officer and (on average) to our other named executive officers during the specified years alongside total shareholder return (“TSR”) and net income metrics.
Pay versus Performance Table
Pay versus Performance Table
Pay versus Performance Table
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for non-PEO NEOs(3) | Average Compensation Actually Paid to non-PEO NEOs(4) | Value Of Initial Fixed $100 Investment Based On: | | | | | | | | | | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | Net Loss (thousands) | Company Selected Measure(7) | | 2025 | $11,881,456 | $15,830,283 | $4,527,934 | $4,353,571 | $306 | $120 | $784,955 | — | | 2024 | $14,363,456 | $(1,680,754) | $4,555,402 | $574,072 | $443 | $114 | $589,526 | — | | 2023 | $8,743,126 | $20,675,807 | $2,914,219 | $6,431,731 | $787 | $115 | $526,244 | — | | 2022 | $8,543,066 | $8,688,372 | $2,325,696 | $1,321,707 | $432 | $111 | $388,955 | — | | 2021 | $6,414,999 | $19,860,766 | $2,749,683 | $6,474,352 | $430 | $125 | $215,314 | — |
Pay versus Performance Table
| (1) The amounts reported in this column reflect the total compensation reported for Mr. Blum (our PEO) for each corresponding years in the “Total” column of the Executive Summary Compensation Table included in our Proxy Statement for each of 2025, 2024, 2023, 2022, and 2021, with year 2021 adjusted as disclosed in footnote 3 to the Executive Summary Compensation Table included in our proxy statement for our 2023 Annual Meeting of Stockholders. Mr. Blum was our PEO for the entirety of each of our 2025, 2024, 2023, 2022, and 2021 fiscal years. |
Pay versus Performance Table
| (2) The amounts reported in this column represent the amount of CAP to Mr. Blum, as computed in accordance with Item 402(v)(2)(iii) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Blum during the applicable year. In accordance with the requirements of Item 402(v)(2)(iii) of Regulation S-K, the following adjustments were made to Mr. Blum’s total compensation for each year to determine the CAP: |
Pay versus Performance Table
| Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards(a) | Aggregate Equity Award Adjustments(b) | Compensation Actually Paid to PEO | | 2025 | $11,881,456 | $(10,245,936) | $14,194,763 | $15,830,283 |
Pay versus Performance Table
| (a) Represents the reported value of equity awards as reported in the “Stock and Option Awards” column in the Executive Summary Compensation Table for the applicable year. |
Pay versus Performance Table
| 52 | Cytokinetics, Inc. | 2026 Proxy Statement |
Pay versus Performance Table
| (b) The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant besides the difference in grant price and ending applicable year share price. The amounts deducted or added in calculating the equity award adjustments are as follows: |
Pay versus Performance Table
| Year | Year End Fair Value of Equity Awards Granted in the Year | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Aggregate Equity Awards Adjustment | | 2025 | $12,697,753 | $1,790,282 | $954,740 | $379,008 | $(1,627,020) | $14,194,763 |
Pay versus Performance Table
| (3) The amounts in this column represent the average of the amounts reported for the Company’s named executive officers as a group (excluding the Company’s PEO, Mr. Blum) in the “Total” column of the Executive Summary Compensation Table included in our Proxy Statement for each of our 2025, 2024, 2023, 2022, and 2021 fiscal years, with year 2021 adjusted as disclosed in footnote 3 to the Executive Summary Compensation Table included in our proxy statement for our 2023 annual meeting of stockholders, the Company’s named executive officers whose average compensation amounts are included in this figure are Mr. Lee, Mr. Hessekiel, Dr. Malik, and Mr. Callos. For 2024, the Company’s named executive officers whose average compensation amounts are included in this figure are Mr. Lee, Mr. Jaw (former Chief Financial Officer), Dr. Malik, Mr. Callos and Mr. Pletcher (former Chief Legal Officer). For 2023, the Company’s named executive officers whose average compensation amounts are included in this figure are Mr. Jaw, Dr. Malik, Mr. Callos and Robert Wong (former Chief Accounting Officer). For 2022, the Company’s named executive officers whose average compensation amounts are included in this figure are Mr. Jaw, Dr. Malik, Mr. Callos, David W. Cragg (former Chief Administration Officer), Mark A. Schlossberg (former General Counsel and Secretary) and Mr. Wong. For 2021, the Company’s named executive officers whose average compensation amounts are included in this figure are Mr. Jaw, Dr. Malik, Mr. Callos and Mr. Schlossberg. |
Pay versus Performance Table
| (4) The amounts do not reflect the actual average amount of compensation earned by or paid to the Company’s named executive officers as a group during the applicable year. In accordance with the requirements of Item 402(v)(2)(iii) of Regulation S-K, the following adjustments were made to average total compensation for the Company’s named executive officers as a group (excluding the Company’s PEO, Mr. Blum) for each year to determine the average CAP, using the same methodology described above in footnote 2 above to the Pay versus Performance Table: |
Pay versus Performance Table
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Value of Equity Awards(a) | Average Equity Award Adjustments(b) | Average Compensation Actually Paid to Non-PEO NEOs | | 2025 | $4,527,934 | $(3,762,788) | $3,588,425 | $4,353,571 |
Pay versus Performance Table
| (a) Represents the reported average value of equity awards as reported in the “Stock and Option Awards” column in the Executive Summary Compensation Table for the applicable year. |
Pay versus Performance Table
| (b) The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant besides the difference in grant price and ending applicable year share price. The amounts deducted or added in calculating the equity award adjustments are as follows: |
Pay versus Performance Table
| Year | Year End Fair Value of Equity Awards Granted in the Year | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Aggregate Equity Awards Adjustment | | 2025 | $4,252,941 | $458,050 | $215,512 | $25,976 | $(1,364,054) | $3,588,425 |
Pay versus Performance Table
| (5) Cumulative TSR is calculated by the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. “Measurement period” is defined as: for 2021, the one-year period from market close December 31, 2020 through December 31, 2021; for 2022, the two-year period from market close on December 31, 2020 through December 31, 2022; for 2023, the three-year period from market close December 31, 2020 through December 31, 2023; for 2024, the four-year period from market close December 31, 2020 through December 31, 2024; and for 2025, the five-year period from market close December 31, 2020 through December 31, 2025. |
Pay versus Performance Table
| (6) Represents the Nasdaq Biotechnology Index. |
Pay versus Performance Table
| (7) We do not have a Company Selected Financial Measure as described in Item 402(v)(2)(vi) of Regulation S-K to link CAP to our performance. |
Pay versus Performance Table
| Cytokinetics, Inc. | 2026 Proxy Statement | 53 |
Director Compensation
Director Compensation
Director Compensation Table for 2025
Director Compensation Table for 2025 Employee directors receive no separate compensation for service as a member of the Board of Directors. The following table summarizes the total compensation for 2025 earned by our non-employee Directors.
Director Compensation Table for 2025
| Name | Fees Earned or Paid in Cash(1) | Option Awards(2) | Stock Awards(3) | Total | | Dr. Henderson | $40,294 | $220,000 | $220,000 | $480,294 | | Ms. Bhanji | $80,750 | $220,000 | $220,000 | $520,750 | | Mr. Daly | $21,563 | $700,000 | $— | $721,563 | | Dr. Harrington | $13,315 | $220,000 | $220,000 | $453,315 | | Dr. Kaye | $38,815 | $220,000 | $220,000 | $478,815 | | Mr. Landry | $54,688 | $920,000 | $220,000 | $1,194,688 | | Ms. Parshall | $100,000 | $220,000 | $220,000 | $540,000 | | Dr. Wierenga | $64,588 | $220,000 | $220,000 | $504,588 | | Ms. Wysenski | $61,338 | $220,000 | $220,000 | $501,338 |
Director Compensation Table for 2025
| 1. | Pursuant to the Equity in Lieu of Cash Retainer Option, the following non-employee directors received shares of our Common Stock in lieu of some or all their retainers pursuant to our Equity In Lieu of Cash Retainer Option program, as follows: Dr. Henderson – 1,882, Dr. Harrington – 1,106; Dr. Kaye – 1,106; Dr. Wierenga – 552; and Ms. Wysenski – 552. |
Director Compensation Table for 2025
| 2. | Automatic grants of stock options to non-employee directors were granted at the time of the 2025 Annual Meeting of Stockholders (May 14, 2025) at an exercise price of $30.00 per share, which represents the fair market value of our Common Stock on the date of the grant. The amounts in the table reflect the grant-date fair value of stock option grants calculated in accordance with Topic 718. Assumptions used for the valuation of these grants are set forth in Note 8 of our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. In addition to their automatic grant of stock options as described in footnote 1 above, Mr. Daly’s option grants for 2025 include his initial option grant of 27,450 shares at an exercise price of $37.84. In addition to their automatic grant of stock options as described in footnote 1 above, Mr. Landry’s option grants for 2025 include his initial option grant of 25,538 shares at an exercise price of $42.21. All of Mr. Daly and Mr. Landry’s option awards reflect the grant-date fair value of stock option grants in accordance with Topic ASC 718, which represents the fair market values of our Common Stock on the date of the grants. As of December 31, 2025, the aggregate number of stock options held by our non-employee directors at such time were as follows: Dr. Henderson – 185,579; Ms. Bhanji – 76,946; Mr. Daly – 3,050; Dr. Harrington – 66,946; Dr. Kaye – 126,087; Mr. Landry – 13,439; Ms. Parshall – 44,695; Dr. Wierenga – 131,692; and Ms. Wysenski – 76,946. |
Director Compensation Table for 2025
| 3. | Automatic grants of RSUs to non-employee directors were granted at the time of the 2025 Annual Meeting of Stockholders (May 14, 2025). The amounts in the table reflect the grant date fair value of the RSU awards calculated in accordance with Topic 718. Assumptions used for the valuation of these grants are set forth in Note 8 of our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. As of December 31, 2025, the aggregate number of unvested RSUs held by our non-employee directors at December 31, 2024 was 7,333 per director. Mr. Daly did not receive an RSU grant in 2025 as he was appointed to the Board in August 2025, following the date of the Annual Meeting at which such grants were made. |
Director Compensation Table for 2025
We reimburse our non-employee directors for out-of-pocket expenses incurred in connection with service on our Board of Directors.
Director Compensation Table for 2025
| Cytokinetics, Inc. | 2026 Proxy Statement | 57 |
Director Compensation Table for 2025
Delinquent Section 16(a) Reports To the Company’s knowledge, based solely on our review of the copies of such forms furnished to us and written representations from these officers and directors, all required Section 16(a) reports were timely filed during the calendar year ended December 31, 2025. Certain Business Relationships and Related Party Transactions