Stoke Therapeutics grants CEO $697K discretionary bonus

Stoke Therapeutics, Inc. reported that its Board of Directors approved a discretionary cash bonus of $697,125 for Chief Executive Officer Ian F. Smith.

Rhea-AI Filing Summary

Stoke Therapeutics, Inc. reported that its Board of Directors approved a discretionary cash bonus of $697,125 for Chief Executive Officer Ian F. Smith. He did not participate in the company’s 2025 annual bonus program, and this bonus equals his full target annual bonus for that year.

The Board based the award on Stoke’s clinical and financial performance following Smith’s appointment as interim CEO in March 2025 and permanent CEO in October 2025. For the 2025 annual bonus program, the Board determined that corporate goal achievement for the company was 150% of target.

Insights

Corporate governance and executive compensation analyst

Board grants CEO a one-time 2025-equivalent bonus based on performance.

The Board of Stoke Therapeutics granted CEO Ian F. Smith a discretionary bonus of $697,125, equal to his full 2025 target bonus, because he was not in the standard annual bonus program. The award recognizes clinical and financial performance under his leadership.

The Board also set overall 2025 corporate goal achievement at 150% of target, indicating above-target internal performance assessments. This event primarily affects executive pay structure rather than operations, so its direct impact on valuation is limited and depends on broader compensation and performance trends disclosed in future filings.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What executive compensation decision did Stoke Therapeutics (STOK) disclose?

Stoke Therapeutics disclosed that its Board approved a discretionary cash bonus of $697,125 for CEO Ian F. Smith. The award recognizes the company’s clinical and financial performance during his tenure as interim and then permanent CEO and aligns with his 2025 target bonus level.

Why did Stoke Therapeutics’ CEO receive a discretionary bonus instead of a regular 2025 bonus?

Ian F. Smith did not participate in Stoke Therapeutics’ 2025 annual bonus program, so the Board approved a discretionary bonus. The amount matches his full 2025 target bonus and was tied to company clinical and financial performance after he became interim and then permanent CEO.

How much was the 2025-related bonus for Stoke Therapeutics CEO Ian F. Smith?

The Board granted Ian F. Smith a discretionary bonus of $697,125. This figure represents the full amount of his target annual bonus for 2025, effectively compensating him as if he had participated in the standard 2025 company bonus program despite being outside it.

What 2025 corporate performance level did Stoke Therapeutics’ Board determine for bonuses?

The Board determined that corporate goal achievement for Stoke Therapeutics under the 2025 annual bonus program was 150% of target. This means internal performance metrics used for bonuses were assessed as significantly above target, influencing incentive payouts for eligible participants that year.

How is Ian F. Smith’s bonus linked to Stoke Therapeutics’ performance?

The discretionary bonus for Ian F. Smith was based on Stoke Therapeutics’ clinical and financial performance after he became interim CEO in March 2025 and permanent CEO in October 2025. The Board connected his award to that period, aligning compensation with leadership and company results.

Does the Stoke Therapeutics CEO bonus indicate changes to its regular bonus program?

The disclosure describes a one-off discretionary bonus for Ian F. Smith equal to his 2025 target bonus because he did not join the 2025 plan. It does not state any structural change to Stoke Therapeutics’ broader annual bonus program for other employees or executives.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/03/2026 - 04:11 PM EST Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 13, 2026

Stoke Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-38938		47-1144582
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

45 Wiggins Ave
Bedford, Massachusetts		01730
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (781) 430-8200

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		STOK		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 13, 2026, the Board of Directors (the “Board”) of Stoke Therapeutics, Inc. (the “Company”) approved a discretionary bonus of $697,125 for Ian F. Smith, the Company’s Chief Executive Officer (the “Bonus”). Mr. Smith did not participate in the Company’s 2025 annual bonus program. The determination to grant Mr. Smith the Bonus was based upon the Company’s clinical and financial performance in the period following his appointment as our interim Chief Executive Officer in March 2025 and the permanent Chief Executive Officer in October 2025. The Bonus represents the full amount of his target annual bonus amount had he participated in the Company’s 2025 annual bonus program. Corporate goal achievement for the Company under the 2025 annual bonus program was determined by the Board to be 150% of target.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						STOKE THERAPEUTICS, INC.
Date: March 3, 2026				By:		/s/ Thomas E. Leggett
						Thomas E. Leggett Chief Financial Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB