Brian Elsbernd
CATALYST PHARMACEUTICALSAbout Brian Elsbernd
Brian Elsbernd, J.D., is Chief Compliance Officer and Chief Legal Officer at Catalyst Pharmaceuticals (CPRX). He joined Catalyst in February 2016 as SVP of Legal & Compliance and assumed his current role on January 1, 2019; he is 61 years old as of the 2025 proxy . His background includes building Mallinckrodt’s formal compliance program and serving as an associate at Proskauer Rose in its Health Care practice . Company performance context: CPRX’s cumulative TSR (value of a $100 investment on 1/1/2022) was $496 in 2022, $448 in 2023, and $557 in 2024 ; revenues grew from $214.2M in 2022 to $491.7M in 2024, and EBITDA rose over the period (see table below) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Catalyst Pharmaceuticals | Chief Compliance Officer & Chief Legal Officer | Jan 1, 2019 – present | Executive leadership over compliance and legal for a high-growth rare disease company |
| Catalyst Pharmaceuticals | SVP, Legal & Compliance | Feb 2016 – Dec 2018 | Built legal/compliance infrastructure as the company scaled |
| Mallinckrodt Pharmaceuticals | Various roles incl. Sr. Director, U.S. Healthcare Compliance | 2004 – Feb 2016 | Built formal compliance program; provided ethics and business conduct leadership; managed multiple legal/business functions |
| Proskauer Rose LLP (Health Care Practice) | Associate | Not disclosed | Regulatory/administrative law, transactional, litigation, reimbursement for healthcare providers |
External Roles
No public-company directorships or external board roles disclosed in CPRX’s 2025 DEF 14A .
Fixed Compensation
- Structure: CPRX uses base salary (fixed cash), annual cash bonus tied to annual business plan, and long-term equity incentives (options and RSUs) .
- 2024 payout discretion: Despite not closing a major acquisition in 2024, the Compensation Committee paid cash bonuses to executive officers at 105% of each executive’s target bonus, based on holistic performance considerations .
- Named Executive Officer tables do not itemize salary/bonus for Mr. Elsbernd (not a 2024 NEO); therefore, exact salary/bonus amounts for him are not disclosed .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Net Product Revenue, Net Income, Transformational acquisition execution, Quality & Compliance | Not disclosed | Not disclosed | Not disclosed | Executive bonuses for 2024 were paid at 105% of target (committee discretion) | Options/RSUs generally vest one-third annually over three years; certain CFO grants vest over five years |
2024 “Pay vs Performance” highlights used by CPRX to link compensation actually paid: Net Product Revenue, Net Income, completion of a transformational acquisition, and Quality & Compliance .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 913,246 CPRX shares; less than 1% of outstanding (121,959,172 shares on the record date) |
| Exercisable stock options (counts and strikes) | 724,682 options exercisable: 162,475 @ $2.24; 132,000 @ $4.64; 200,000 @ $3.42; 135,000 @ $7.07; 46,000 @ $18.59; 49,207 @ $14.15 |
| Unvested stock options (vesting schedule) | 23,000 @ $18.59 vest on Dec 27, 2025; 98,414 @ $14.15 vest in two annual tranches beginning Dec 8, 2025; 126,704 @ $21.12 vest in three annual tranches beginning Nov 21, 2025 |
| Unvested RSUs (vesting schedule) | 6,667 vest on Dec 27, 2025; 14,134 vest in two annual tranches beginning Dec 8, 2025; 15,483 vest in three annual tranches beginning Nov 21, 2025 |
| Hedging/pledging policy | Company prohibits hedging, short sales, transactions in options, and pledging/margining of Company shares by officers/directors/employees/consultants |
Upcoming Vesting Events (Insider Selling Pressure)
| Award Type | Shares | Strike (if options) | Vesting Date/Schedule |
|---|---|---|---|
| Stock options | 23,000 | $18.59 | Dec 27, 2025 |
| Stock options | 98,414 | $14.15 | Two annual tranches starting Dec 8, 2025 |
| Stock options | 126,704 | $21.12 | Three annual tranches starting Nov 21, 2025 |
| RSUs | 6,667 | — | Dec 27, 2025 |
| RSUs | 14,134 | — | Two annual tranches starting Dec 8, 2025 |
| RSUs | 15,483 | — | Three annual tranches starting Nov 21, 2025 |
Employment Terms
| Provision | Terms | Notes |
|---|---|---|
| Severance (no cause or good reason) | One year base salary; accrued bonus through termination; 12 months accelerated vesting of stock options; benefits continuation for one year; subject to non-compete during severance period | Mr. Elsbernd is designated under the plan |
| Change in Control (CIC) — equity | All outstanding stock options and other equity awards automatically vest upon a change in control | Single-trigger equity acceleration |
| CIC + termination within 1 year | One year base salary; payment in full of any target bonus for severance period; benefits continuation; subject to non-compete during severance | Double-trigger cash severance post-CIC |
| Transferability | Awards generally non-transferable except by will/descent or approved family gifts; options/SARs exercisable only by optionee/permitted transferee/guardian/etc. | 2018 Stock Incentive Plan terms |
| Clawback context | 2024 Form 10-K indicates no restatements requiring incentive-compensation recovery analysis under Rule 10D-1(b) | Formal clawback policy not detailed in proxy; no recovery-trigger events indicated |
| Hedging/pledging | Hedging and pledging prohibited for officers/directors/employees/consultants | Alignment-positive policy |
CPRX Performance Context (for pay-for-performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $214,203,000 | $398,204,000 | $491,734,000 |
| EBITDA ($USD) | $103,077,000* | $119,693,000* | $232,898,000* |
Values retrieved from S&P Global.*
Pay vs Performance Snapshot (Company-reported)
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| CPRX Cumulative TSR (Value of $100) | $496 | $448 | $557 |
| Net Product Revenue ($000s) | $213,938 | $396,502 | $489,327 |
| Net Income ($000s) | $83,079 | $71,410 | $163,889 |
Investment Implications
- Alignment: Elsbernd holds 913K beneficially owned shares and 724K exercisable options, with additional unvested options/RSUs scheduled through 2028; combined with a strict no-pledge/no-hedge policy, this is broadly alignment-positive but implies periodic supply from scheduled vesting/exercise windows .
- Retention/transaction dynamics: Single-trigger equity acceleration on CIC plus double-trigger cash severance within one year of CIC could reduce retention in a sale scenario but ensures predictable economics; non-compete during severance mitigates immediate competitive risk .
- Performance incentives: Annual bonuses were paid at 105% of target for 2024 despite not closing a major acquisition, signaling committee discretion and a broader scorecard (revenue, income, quality/compliance); investors should monitor future target-setting and payout calibration to ensure pay-for-performance discipline persists .
- Near-term selling pressure: Multiple vesting dates beginning late 2025 across options and RSUs may add insider selling pressure around vesting windows; strikes include significant legacy low-strike options that are likely valuable given business performance trends, though current market prices are not provided here .
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