Karen Krasney
CAPRICOR THERAPEUTICSAbout Karen Krasney
Karen G. Krasney, J.D., is Executive Vice President, Secretary and General Counsel of Capricor Therapeutics; she has served as the company’s chief legal officer since 2012, bringing 40+ years of corporate and litigation experience with deep medical technology domain expertise. She holds a B.A. from UCLA and a J.D. from the University of Southern California; age 72 as of April 1, 2025 . Company pay-versus-performance disclosure shows cumulative TSR of $471 on a $100 base since 12/31/2021 alongside sustained net losses, framing a challenging performance backdrop for incentive alignment . In 2024, her pay mix included base salary, an annual cash bonus, and equity options, with severance protections increased in March 2025, indicating elevated retention emphasis for senior leadership .
Company Pay vs. Performance Markers
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cumulative TSR (Value of $100 at 12/31/2021) | 132 | 167 | 471 |
| Net Income/(Loss) ($) | (29,019,532) | (22,287,542) | (40,467,186) |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Capricor Therapeutics | EVP, Secretary & General Counsel | 2012–present | Oversees all legal matters (transactions, governance, IP); integral in transactional matters |
| Biosensors International Group, Ltd. | General Counsel & EVP | 2006–2010 | Led legal team for successful IPO in Singapore; negotiated global licensing and clinical-trial agreements |
| Biosensors International Group, Ltd. | Legal Counsel | 2002–2006 | Supported international agreements and trials (cardiology devices) |
| Various medical technology companies | Outside counsel (cardiovascular devices) | Mid-1990s–2000s | Corporate and litigation matters for medtech clients |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Cardiovascular Research Foundation (non‑profit) | Director | Not disclosed | Research and education in cardiovascular medicine |
| Private non‑profit charitable foundation | Director | Not disclosed | Not named; governance role |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 345,000 | 362,250 | 376,700 |
| Annual Cash Bonus ($) | 78,500 | 72,400 (includes election to receive portion in options; see notes) | 113,010 (paid Feb 28, 2025) |
| All Other Compensation ($) | 11,032 | 12,072 | 11,850 |
| Total ($) | 668,443 | 723,282 (updated classification per footnote) | 869,560 |
Notes:
- 2023: Ms. Krasney elected to convert $20,000 of her cash bonus into fully vested options granted Jan 2, 2024 (7,140 options), reflected as an update to prior-year classification .
- Compensation program for 2024 consists of base salary, annual cash bonus, and equity option awards; NEO pay evaluated versus a life sciences peer set (Abeona, Arcturus, Dyne, Edgewise, Editas, Fate, Lineage, Sana, Solid, Wave) .
Performance Compensation
| Incentive | Metric(s) | Weighting | Target | Actual/Payout | Vesting/Terms |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Individual performance vs. annual business objectives (company does not disclose formulaic weights) | Not disclosed | Not disclosed | $113,010 paid 2/28/2025 | Cash; no deferral disclosed |
| Annual Equity Options (2024 grant) | Retention/performance alignment via time-vest options | Not disclosed | Not disclosed | Grant date fair value $368,000 | 1/48th monthly vesting commencing Feb 1, 2024; strike $5.12; exp. 1/02/2034 (select line) |
| Prior-year Bonus Equity Election (2023) | Executive election to receive bonus in options | N/A | Election-based | $20,000 converted; 7,140 options | Fully vested on issuance (1/02/2024); strike $5.12; exp. 1/02/2034 |
Program design highlights:
- Company indicates NEO bonuses are determined via performance assessments against annual business objectives rather than fixed quantitative weights; no explicit revenue/EBITDA/TSR/ESG weightings disclosed .
- 2024 peer benchmarking used a defined small/mid-cap biotech peer group for base, target bonus, and equity levels .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership (as of 3/31/2025) | 28,047 shares held directly; 388,017 options exercisable or becoming exercisable within 60 days |
| Early exercise feature | Options subject to early exercise; as of 3/31/2025, Ms. Krasney had not indicated intent to early exercise |
| Hedging/pledging policy | Hedging prohibited; pledging prohibited unless pre-cleared by Insider Trading Policy compliance officer |
| Ownership guidelines | Not disclosed in available excerpts |
| Selected outstanding option positions (12/31/2024) | Examples: 93,699 ex./1,994 unex. at $3.74 exp. 1/04/2031 (1/48th monthly from 2/1/2021); 61,308 ex./22,772 unex. at $3.18 exp. 1/03/2032 (1/48th from 2/1/2022); 38,333 ex./41,667 unex. at $3.85 exp. 1/03/2033 (1/48th from 2/1/2023); 7,140 ex. at $5.12 exp. 1/02/2034 (fully vested 1/2/2024); 18,333 ex./61,667 unex. at $5.12 exp. 1/02/2034 (1/48th from 2/1/2024) |
Implications:
- Continuous monthly vesting through multiple overlapping grants (1/48th schedules) can create steady incremental supply; combined with prohibitions on hedging and restricted pledging, near-term selling pressure risk is most tied to option moneyness and liquidity windows rather than hedging practices .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Dated May 14, 2019; at‑will; confidential information, invention assignment, and arbitration agreements |
| Current base salary | $376,700 effective Jan 1, 2024 |
| 2024 bonus | $113,010, paid Feb 28, 2025 |
| Severance (without cause / good reason) | 12 months’ salary (increased from six months in March 2025) |
| Change‑of‑control treatment | Plan-level discretion: upon a Corporate Transaction, awards may accelerate, be cashed out, or be assumed/substituted; not a guaranteed double-trigger; Section 409A constraints apply where relevant |
| Anti‑hedging/pledging | Hedging prohibited; pledging prohibited unless pre‑cleared |
Compensation Structure Analysis
- Mix: For 2024, compensation blended cash (salary + bonus) with a larger equity component vs. 2023 ($368,000 options in 2024 vs. $276,560 in 2023), signaling continued emphasis on equity alignment despite lack of disclosed formulaic performance metrics .
- Bonus discipline: Company characterizes bonus determination as assessment-based against business objectives; target percentages and metric weightings are not disclosed—limits external evaluation of pay-for-performance elasticity .
- Retention economics: Severance increased to 12 months in March 2025, enhancing retention value and raising potential termination cost in downside scenarios .
- Equity mechanics: Multi-year 1/48th monthly vesting stacks across grants (2021–2024 cohorts) with two 2034-dated strike-$5.12 grants (one fully vested from bonus conversion, one time-vested), creating ongoing vesting supply and potential exercise dynamics if in-the-money .
Compensation Peer Group (2024 cycle)
- Abeona Therapeutics; Arcturus Therapeutics; Dyne Therapeutics; Edgewise Therapeutics; Editas Medicine; Fate Therapeutics; Lineage Cell Therapeutics; Sana Biotechnology; Solid Biosciences; Wave Life Sciences. Committee used peer and survey data to benchmark 2024 base, target bonus, and equity .
Risk Indicators & Governance Notes
- Pay-versus-performance shows sharp rise in cumulative TSR in 2024 while the company remained loss-making, highlighting volatility in equity value realization vs. operating results .
- Insider Trading Policy restricts hedging and limits pledging, reducing misalignment risk from derivatives or collateralization practices .
- No specific related-party transactions or clawback terms were identified in the cited excerpts; none disclosed here.
Investment Implications
- Alignment: Large option overhang and stepped 1/48th vesting cadence align tenure with equity accrual; prohibitions on hedging and tightly controlled pledging support long‑term alignment. However, absence of disclosed, formulaic performance weights (revenue/EBITDA/TSR) in annual incentives constrains external validation of pay-for-performance rigor .
- Retention vs. cost: The increase in severance to 12 months (from six) in March 2025 strengthens retention but raises separation cost and potential “golden leash” risk if performance deteriorates or strategic pivots require leadership changes .
- Supply/overhang: Multiple concurrent option grants with continuing monthly vesting through 2034 imply a persistent trickle of new vested shares; if options become in-the-money, monitor potential Form 4 selling activity around windows to gauge incremental supply pressure. Outstanding positions and 60‑day exercisability totals provide a baseline for modeling .
- Performance backdrop: Despite materially negative net income, the company’s PVP TSR outcome inflected strongly in 2024; monitoring forward catalysts and cash runway disclosures alongside incentive outcomes is critical to assess whether elevated equity value is supported by execution milestones rather than compensation policy alone .
Key follow-ups: Track Form 4 filings for exercise/sales cadence and price levels; review the full 2025 10‑K and equity plan appendices for any updated clawback language and ownership guideline disclosures; evaluate 2025–2026 equity grant sizing vs. peer medians to assess dilution trajectory and pay inflation risk.