Cytokinetics Announces Inducement Grants Under Nasdaq Listing Rule 5635(C)(4)

Rhea-AI Summary

Cytokinetics (CYTK) has announced inducement grants to 9 new employees who joined in December 2024. The grants include:

- 52,188 stock options at $47.04 per share (closing price on Dec 31, 2024), vesting over 4 years with 1/4th after first year and 1/48th monthly thereafter

- 33,885 restricted stock units (RSUs) vesting over 3 years (40% after year 1, 40% after year 2, 20% after year 3)

- 3,189 performance stock units (PSUs) tied to two performance goals, with 50% of earned shares vesting upon goal certification and 50% one year later

All grants were made under Nasdaq Listing Rule 5635(c)(4) as material inducements to employment, subject to continued service requirements.

Insights

Financial Analyst

The stock-based compensation package announced by Cytokinetics reflects a strategic approach to talent acquisition and retention, with a total equity grant value of approximately $4.1 million based on the current share price. The multi-layered compensation structure combines 52,188 stock options, 33,885 RSUs and 3,189 PSUs, creating a balanced incentive package that aligns employee interests with long-term company performance.

The vesting schedules are particularly noteworthy - RSUs follow an accelerated 40-40-20 structure over three years, while stock options use a traditional four-year schedule with a one-year cliff. This hybrid approach provides both immediate value through RSUs and long-term upside potential through options. The addition of performance-based PSUs with dual goals introduces accountability metrics for key employees.

For retail investors, these grants represent a 0.05% dilution of the company's outstanding shares, a minimal impact on share value. The $47.04 strike price for options, matching the December 31 closing price, ensures fair market value alignment and compliance with regulatory requirements.

HR Compensation Expert

This compensation package demonstrates sophisticated talent acquisition strategy in the competitive biotech sector. The combination of time-based RSUs, performance-linked PSUs and traditional stock options creates a compelling retention mechanism. The front-loaded RSU vesting schedule (40-40-20) provides stronger early incentives compared to typical equal annual vesting, while the four-year option vesting maintains longer-term retention power.

The dual-trigger PSU structure, requiring both performance achievement and continued employment, represents modern executive compensation design. The two-stage vesting of earned PSU shares (50% immediate, 50% delayed) balances performance recognition with retention goals. The package value suggests these are mid to senior-level hires, reflecting Cytokinetics' investment in key talent during a critical growth phase.

SOUTH SAN FRANCISCO, Calif., Jan. 03, 2025 (GLOBE NEWSWIRE) -- Cytokinetics, Incorporated (Nasdaq: CYTK) today announced that on December 31, 2024 it granted stock options to purchase an aggregate of 52,188 shares of common stock, 33,885 restricted stock units (RSUs) that will be settled in shares of common stock upon vesting and 3,189 performance stock units (PSUs) that, if earned, will be settled in shares of common stock upon vesting to 9 employees, whose employment commenced in December 2024, as a material inducement to their employment.

The RSUs will vest over 3 years, with 40% of the RSUs vesting on the first anniversary of the applicable grant date, an additional 40% of the RSUs vesting on the second anniversary of the grant date and the final 20% vesting on the third anniversary of the grant date, in each case, subject to each respective employee’s continued service with the Company. The stock options that were granted are subject to an exercise price of $47.04 per share, which is equal to the closing price of the Company’s common stock on December 31, 2024, and will vest over 4 years, with 1/4^th of the shares underlying the employee’s option vesting on the one-year anniversary of the grant date and the remaining shares thereafter vesting in monthly installments at a rate of 1/48th of the shares underlying such stock options over the subsequent 36 months, subject to each respective employee’s continued service with the Company. The stock options have a 10-year term. The PSU award is subject to two performance goals and will be earned as to up to 50% of the number of shares subject to the PSU award upon the certification by Compensation and Talent Committee of the Company’s Board of Directors (Committee) that the Company has achieved the first performance goal and as to up to 50% of the number of shares subject to the PSU award upon the certification by the Committee that the Company has achieved the second performance goal. The earned shares will vest as to 50% of the earned shares on applicable Committee certification date and as to 50% of the earned shares following the one-year anniversary of the applicable Committee certification date, subject to the respective employee’s continued service with the Company. These awards are subject to the terms and conditions of the Company's Amended and Restated 2004 Equity Incentive Plan and the applicable award agreements pursuant to which the awards were granted.  

The stock options, RSUs and PSUs were granted as material inducements to employment in accordance with Nasdaq Listing Rule 5635(c)(4).

About Cytokinetics

Cytokinetics is a late-stage, specialty cardiovascular biopharmaceutical company focused on discovering, developing and commercializing muscle biology-directed drug candidates as potential treatments for debilitating diseases in which cardiac muscle performance is compromised. As a leader in muscle biology and the mechanics of muscle performance, the company is developing small molecule drug candidates specifically engineered to impact myocardial muscle function and contractility. Cytokinetics is readying for the potential commercialization of aficamten, a next-in-class cardiac myosin inhibitor following positive results from SEQUOIA-HCM, the pivotal Phase 3 clinical trial in patients with obstructive hypertrophic cardiomyopathy (HCM). Aficamten is also being evaluated in additional clinical trials enrolling patients with obstructive and non-obstructive HCM. Cytokinetics is also developing omecamtiv mecarbil, a cardiac myosin activator, in patients with heart failure with severely reduced ejection fraction (HFrEF), CK-586, a cardiac myosin inhibitor with a mechanism of action distinct from aficamten, for the potential treatment of heart failure with preserved ejection fraction (HFpEF) and CK-089, a fast skeletal muscle troponin activator with potential therapeutic application to a specific type of muscular dystrophy and other conditions of impaired skeletal muscle function.

For additional information about Cytokinetics, visit www.cytokinetics.com and follow us on X, LinkedIn, Facebook and YouTube.

Forward-Looking Statements

This press release contains forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995 (the "Act"). Cytokinetics disclaims any intent or obligation to update these forward-looking statements and claims the protection of the Act's Safe Harbor for forward-looking statements. Examples of such statements include, but are not limited to, statements relating to Cytokinetics' and its partners' research and development activities of Cytokinetics’ product candidates. Such statements are based on management's current expectations, but actual results may differ materially due to various risks and uncertainties, including, but not limited to the risks related to Cytokinetics' business outlined in Cytokinetics' filings with the Securities and Exchange Commission particularly under the caption “Risk Factors” in Cytokinetics’ latest Annual Report on Form 10-K. Forward-looking statements are not guarantees of future performance, and Cytokinetics' actual results of operations, financial condition and liquidity, and the development of the industry in which it operates, may differ materially from the forward-looking statements contained in this press release. Any forward-looking statements that Cytokinetics makes in this press release speak only as of the date of this press release. Cytokinetics assumes no obligation to update its forward-looking statements whether as a result of new information, future events or otherwise, after the date of this press release.

CYTOKINETICS® and the CYTOKINETICS and C-shaped logo are registered trademarks of Cytokinetics in the U.S. and certain other countries.

Contact:
Cytokinetics
Diane Weiser
Senior Vice President, Corporate Affairs
(415) 290-7757

FAQ

How many shares were included in CYTK's December 2024 inducement grants?

The inducement grants included 52,188 stock options, 33,885 RSUs, and 3,189 PSUs.

What is the exercise price for CYTK's December 2024 stock option grants?

The stock options were granted with an exercise price of $47.04 per share, equal to CYTK's closing price on December 31, 2024.

What is the vesting schedule for CYTK's December 2024 RSU grants?

The RSUs vest over 3 years: 40% after year one, 40% after year two, and 20% after year three.

How do CYTK's December 2024 PSU grants vest?

The PSUs are tied to two performance goals, with 50% of earned shares vesting upon goal certification and the remaining 50% one year after certification.

How many employees received CYTK's December 2024 inducement grants?

The inducement grants were awarded to 9 employees who joined Cytokinetics in December 2024.