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DEF 14ASEC Filing

Stoke files annual proxy statement detailing 2026 stockholder governance proposals

STOK
April 22, 2026 at 12:00 AM

✉️ What This Document Is

This document is Stoke Therapeutics, Inc.'s Proxy Statement, a required legal filing that explains the business and governance matters for the 2026 Annual Meeting of Stockholders. It is essentially a roadmap for your rights as a shareholder, detailing the key decisions the company needs you to vote on.

👉 The headline: Stoke is primarily seeking shareholder approval for its board of directors, its auditor, and its executive compensation packages, all while emphasizing strong corporate governance policies.

  • The Purpose: To provide material information regarding the proposals for the Annual Meeting.
  • The Meeting Details: The meeting is scheduled for Wednesday, June 3, 2026, and will be held exclusively online via live webcast at www.virtualshareholdermeeting.com/STOK2026.
  • Key Dates: Stockholders must be of record at the close of business on April 7, 2026, to be entitled to vote.

🏢 What Stoke Therapeutics Does

Stoke Therapeutics is a company focused on developing therapies for people with severe genetic diseases. In simple terms, they are a biotech company working on life-saving treatments, which makes them an important, specialized player in the medical device and pharmaceuticals industry.

👉 How they operate: The company’s operations heavily involve researching, developing, and bringing drugs and treatments through clinical trials.

🗳️ Decisions for the Annual Meeting

The Proxy Statement outlines three specific proposals that stockholders will vote on. These votes are crucial because they dictate who guides the company and how its leaders are rewarded.

  • Proposal 1: Election of Class I Directors. Shareholders will vote to elect three new directors: G. Clare Kahn, Ph.D., Adrian Krainer, Ph.D., and Julie Anne Smith. The Board recommends voting FOR all nominees.
    • Why it matters: Directors represent the company's best interests and oversee management. Electing qualified directors is fundamental to corporate health.
  • Proposal 2: Ratification of the Independent Auditor. Shareholders vote to approve the continued engagement of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The Board recommends voting FOR.
    • Why it matters: The auditor provides an independent check on the company's books, giving investors confidence that the financial reports are accurate.
  • Proposal 3: Advisory Vote on Named Executive Officer Compensation. Shareholders are asked to give an advisory vote on the compensation of the named executive officers. The Board recommends voting FOR.
    • Why it matters: This is a "say on pay," allowing shareholders to weigh in on whether the compensation levels and structures are appropriate for the company's performance and goals.

🧑‍💼 Executive Compensation Disclosure

This section provides a detailed look at how much the company paid its top leaders during the past few years. While Stoke is a "smaller reporting company" (which reduces some required disclosure), the company voluntarily provided this detailed narrative to help shareholders evaluate Proposal 3.

  • Named Executive Officers: The four officers reviewed are Ian F. Smith (CEO), Thomas E. Leggett (CFO), Jason Hoitt (CPO), and Edward M. Kaye, M.D. (Former CEO).
  • The Compensation Structure: Total compensation is calculated from multiple sources, including Salary, Annual/Discretionary Bonuses, Stock Awards, and Option Awards.
  • Ian F. Smith (CEO) Compensation:
    • In 2025, his total compensation was $27,031,655. His total compensation for the year was significantly boosted by his stock awards, which were $11,590,000.
    • In 2024, his total compensation was $27,031,655. (Note: The document repeats the 2025 figure here but implies a comparison).
  • Thomas E. Leggett (CFO) Compensation:
    • In 2025, his total compensation was $1,830,375.
    • In 2024, his total compensation was $4,520,386.
    • Why it matters: This shows a notable decrease in the CFO's total compensation between 2024 and 2025.
  • Jason Hoitt (CPO) Compensation:
    • In 2025, his total compensation was $2,269,955.
  • Edward M. Kaye, M.D. (Former CEO) Compensation:
    • In 2025, his total compensation was $3,234,043.
    • In 2024, his total compensation was $5,612,120.
    • Why it matters: This reveals the substantial financial packages for senior leadership, which is the core focus of the advisory vote.

🏛️ Corporate Governance and Oversight

The Board of Directors has established various committees and policies to ensure the company is run responsibly and that the leaders are independent and accountable. This structure signals a commitment to best practices.

Board Structure and Leadership Separation 🧑‍⚖️

The Board of Directors maintains a standard governance practice by separating the CEO role from the Chairman role.

  • The Separation: The Chief Executive Officer is Ian F. Smith, while the Board Chairman is Arthur O. Tzianabos, Ph.D.
  • The Benefit: This separation is viewed as enhancing the CEO's accountability and strengthening the Board's independence from management.

Governance Policies and Compliance ✅

The company has implemented several policies designed to protect the company and its shareholders.

  • Clawback Policy: Adopted in September 2023, this policy allows the Board to recover incentive-based compensation if the company has to restate its financial reports.
    • Why it matters: This protects shareholders because it ensures that if the company misreports its finances, the executives cannot keep bonuses based on those faulty numbers.
  • Insider Trading Policy: This policy prohibits employees and directors from engaging in transactions that "hedge or offset" a potential decrease in the common stock's market value, and it also limits pledging shares as collateral.
  • Director Independence: The Board confirmed that the majority of directors, including G. Clare Kahn, Ph.D., Adrian R. Krainer, Ph.D., and Arthur O. Tzianabos, Ph.D., are considered "independent directors" according to Nasdaq and SEC rules.
    • Note: Ian F. Smith (CEO) and Edward M. Kaye, M.D. (former CEO) were noted as not independent.

📋 Board Committee Assignments

The Board has established four specialized committees, each with a written charter and a specific role in overseeing corporate activities.

  • Audit Committee: Members include Jennifer C. Burstein (Chair), Julie Anne Smith, and Arthur O. Tzianabos. They oversee the integrity of financial statements, internal audit functions, and the independent auditors.
  • Compensation Committee: Members include Seth L. Harrison, M.D., Arthur O. Tzianabos (Chair), and Julie Anne Smith. They are responsible for recommending and approving executive and director compensation.
    • Audit/Review: The Committee engaged an independent firm, Aon Human Capital Solutions practice, to review their compensation program relative to market standards.
  • Nominating and Corporate Governance Committee: Members include Adrian R. Krainer, Ph.D., Arthur A. Levin, Ph.D., and G. Clare Kahn, Ph.D. They manage recommending and considering candidates for the Board of Directors.
  • Research and Development Committee: Members include G. Clare Kahn, Ph.D. (Chair), Edward M. Kaye, MD, Adrian R. Krainer, Ph.D., Arthur A. Levin, Ph.D., and Seth L. Harrison, M.D. They advise the Board on the company’s core technologies and drug development pipeline.

🔒 Cybersecurity Risk Oversight

The Board of Directors takes cybersecurity seriously, integrating risk management into its overall compliance approach.

  • Oversight Process: The Board (and specifically the Audit Committee) receive detailed reports on cybersecurity risks, including potential vulnerabilities and the evolving threat environment.
  • Team Structure: A dedicated Head of IT, who has over 20 years of experience, works with the management team to monitor, prevent, detect, and remediate threats in real time.
    • Why it matters: This demonstrates that cybersecurity is not treated as a simple IT issue, but a high-level risk that the board actively oversees.

💌 Shareholder Logistics and Voting Details

Because the company is utilizing modern methods for distribution, it addressed how and where shareholders can access information and vote.

  • Internet Availability: The Proxy Statement and 2025 Annual Report on Form 10-K are available online at https://investor.stoketherapeutics.com/financials-and-sec-filings.
  • Proxy Distribution: To reduce environmental impact, the company uses "householding," meaning multiple stockholders at the same address may receive only one copy of the materials.
  • How to Vote: Stockholders have three ways to submit their vote:
    1. Internet: Via www.virtualshareholdermeeting.com/STOK2026.
    2. Telephone: By calling 1-800-690-6903.
    3. Mail: By signing and returning the enclosed proxy card.
  • Voting Deadline: Votes submitted through the Internet, phone, or mail must be received by 11:59 p.m., Eastern Time, on June 2, 2026.

🧭 Key Contacts & Resources

For any questions regarding stock ownership, the company provides several channels.

  • Investor Relations: You can contact Stoke Therapeutics, Inc. at (781) 303-8302 or by email at [email protected].
  • Corporate Secretary: The Corporate Secretary's email is [email protected].
  • Transfer Agent: For registered holders, the transfer agent is Equiniti Trust Company, LLC, reachable at (800) 468-9716 or via www.equiniti.com.
  • Website for Information: Proxy materials are available at www.proxyvote.com.

🧠 The Analogy

Voting on a company's annual proxy statement is like attending a town hall meeting for a massive, complex organization. The board members are the elected town council, the committees are the specialized citizen groups (like the finances committee or the zoning committee), and you, the shareholder, are the citizen. Your vote allows you to approve the council's annual budget (compensation), ratify their hiring rules (auditor), and, most importantly, elect the people who will set the rules for the next four years (directors).

🧩 Final Takeaway

This Proxy Statement is a governance document, not a financial performance report. Its main purpose is to allow shareholders to exercise their voting power over who runs the company and how top executives are paid, solidifying Stoke's operational and ethical guidelines for 2026.