Gary Ingenito
CATALYST PHARMACEUTICALSAbout Gary Ingenito
Gary Ingenito, M.D., Ph.D., is Chief Medical and Regulatory Officer at Catalyst Pharmaceuticals (CPRX). He joined Catalyst as CMO in June 2015 and assumed responsibility for regulatory operations in February 2016. He has 25+ years in drug development across clinical research, regulatory, pharmacovigilance, and medical affairs, with prior leadership roles at Sandoz (neuroendocrine/medical affairs), Otsuka (8 years; anti-infective, cardiovascular, CNS approvals), Corning-Besselaar, SFBC International, Angiotech, Biotest, and Boehringer‑Ingelheim (Head of Regulatory Affairs NA for biosimilars). He holds a B.A. (Johns Hopkins), M.D. (Jefferson Medical College), Ph.D. in philosophy (Thomas Jefferson University), and completed a neurology residency at University of Miami/Jackson Memorial Hospital .
Company performance during his tenure (illustrative context): net product revenue rose from $213.9M (2022) to $396.5M (2023) to $489.3M (2024), while net income was $83.1M (2022), $71.4M (2023), and $163.9M (2024); cumulative TSR (initial $100, Jan 1, 2022 base) measured $496 (2022), $448 (2023), and $557 (2024) .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Product Revenue (USD thousands) | 213,938 | 396,502 | 489,327 |
| Net Income (USD thousands) | 83,079 | 71,410 | 163,889 |
| Total Shareholder Return ($100 initial, Jan 1, 2022 base) | 496 | 448 | 557 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Boehringer‑Ingelheim | Head of Regulatory Affairs, North America (Biosimilars) | — | Led biosimilars regulatory strategy in NA |
| Otsuka Pharmaceuticals | Senior medical/regulatory leadership | 8 years | Oversaw approvals in anti‑infective, cardiovascular, CNS |
| Sandoz Pharmaceuticals | Neuroendocrine group; later Head of Medical Affairs | — | Expanded medical affairs; neuroendocrine portfolio experience |
| Corning‑Besselaar; SFBC International; Angiotech; Biotest | Executive roles across clinical, regulatory, safety, medical affairs | — | Broad development and CRO leadership |
Fixed Compensation
| Component | 2021 | 2022 | 2023 |
|---|---|---|---|
| Base Salary (USD) | 469,803 | 484,437 | 500,000 |
| Annual Cash Bonus Paid (USD) | 205,590 | 232,800 | 270,000 |
| Other Compensation (USD) | 31,470 | 34,615 | 41,386 |
Notes: 2023 “all other comp” includes a housing allowance (also referenced for another NEO) and 401(k) match .
Performance Compensation
Bonus plan structure and outcomes
| Year | Corporate metrics (weighting) | Outcome vs target | Notes |
|---|---|---|---|
| 2023 | • Integrate FYCOMPA (40%) • Total revenue $375–$385M (35%) • Acquire asset (15%) • Operate to budget (5%) • Progress FIRDAPSE 100 mg sNDA (5%) | 120% of target paid to executive officers | Achieved integration/revenue ($398.2M), acquired vamorolone (AGAMREE), budget control; sNDA filed/accepted |
| 2024 | • Total revenue ≥$475M; FIRDAPSE ≥$301.6M; AGAMREE ≥$20M (40%) • Significant M&A/late-stage orphan asset (30%) • APAC/LATAM out‑license (10%) • Operate to budget (10%) • AGAMREE LCM plan adoption (10%) | 105% of target paid to executive officers | Exceeded revenues ($492M; FIRDAPSE ~$306M; AGAMREE ~$46M), Canada out‑license, budget beat; no acquisition closed |
Equity awards (grants and vesting)
| Award | Grant date | Quantity | Price/Value | Vesting | Expiration |
|---|---|---|---|---|---|
| Stock Options | 12/08/2023 | 153,526 | $14.15 strike | 1/3 per year over 3 years | 12/08/2030 |
| RSUs | 12/08/2023 | 22,049 | Grant date FV $311,993 | 1/3 per year over 3 years | Standard RSU settlement terms |
| Stock Options | 11/21/2024 | 125,696 (unvested at 3/31/2025) | $21.12 strike | 1/3 per year beginning 11/21/2025 | 11/21/2031 (implied by plan convention) |
| RSUs | 11/21/2024 | 15,360 (unvested at 3/31/2025) | — | 1/3 per year beginning 11/21/2025 | — |
Vesting calendar (selected unvested tranches as of record date): options/RSUs scheduled to vest on Dec 27, 2025; Dec 8, 2025; and beginning Nov 21, 2025 (three-year schedules), indicating incremental unlocks through 2027 .
Equity Ownership & Alignment
Beneficial ownership snapshot (Record Date: Mar 31, 2025)
| Holder | Shares beneficially owned | % of outstanding | Key components |
|---|---|---|---|
| Gary Ingenito | 561,048 | <1% | Includes 492,175 options currently exercisable; excludes specified unvested options/RSUs listed below |
Breakdown of vested vs. unvested awards (as of Mar 31, 2025):
- Exercisable options included in beneficial ownership: 44,000 @ $4.64; 200,000 @ $3.42; 135,000 @ $7.07; 62,000 @ $18.59; 51,175 @ $14.15 (total 492,175) .
- Unvested/options (excluded): 31,000 @ $18.59 (vesting 12/27/2025); 102,351 @ $14.15 (vesting over two tranches beginning 12/8/2025); 125,696 @ $21.12 (vesting over three tranches beginning 11/21/2025) .
- Unvested RSUs (excluded): 9,000 (vest 12/27/2025); 14,700 (vest over two tranches beginning 12/8/2025); 15,360 (vest over three tranches beginning 11/21/2025) .
Insider hedging/pledging: Company policy prohibits short sales, options/hedging transactions, and margining or pledging of company shares by officers and directors—mitigating misalignment and collateral‑driven selling risk .
Insider trading activity signal: In 2023, Dr. Ingenito exercised 50,000 options at $1.13 (12/06/2023). 2024 public proxy exercise table did not list him, indicating no reported exercises by him in 2024 in that table .
Employment Terms
| Trigger | Cash severance | Equity treatment | Benefits/Other | Notes |
|---|---|---|---|---|
| Termination without Cause or for Good Reason | One year base salary; accrued bonus | 12 months accelerated vesting of options | Benefits continuation for one year; non‑compete during severance period | Applies to designated executives including Dr. Ingenito |
| Change in Control (single trigger) | — | All outstanding equity may vest at Compensation Committee discretion; may cash‑out/assume awards | — | Plan permits CIC acceleration |
| Termination within 1 year after CIC (double trigger) | One year base salary; payment in full of target bonus for severance period | — | Benefits continuation for severance period; non‑compete applies | Applies to designated executives including Dr. Ingenito |
| Death or Disability (2023 table) | $500,000 | — | — | Amount shown in 2023 NEO schedule for Dr. Ingenito |
Designated participant status: Dr. Ingenito is a covered executive under the company’s severance/CIC plan .
Clawbacks/Tax gross‑ups: The proxies do not disclose executive‑specific clawback or tax gross‑up provisions; hedging/pledging prohibitions apply enterprise‑wide .
Compensation Structure
Multi‑year compensation mix (actual reported):
| Item | 2021 | 2022 | 2023 |
|---|---|---|---|
| Salary (USD) | 469,803 | 484,437 | 500,000 |
| Cash Bonus (USD) | 205,590 | 232,800 | 270,000 |
| RSU Grants (FV, USD) | — | 729,330 | 311,993 |
| Option Grants (FV, USD) | 520,662 | 1,002,741 | 1,248,000 |
| Total (USD) | 1,227,525 | 2,483,923 | 2,371,379 |
Observations:
- Equity-heavy mix with recurring multi‑year option and RSU grants; 2023 executive bonuses paid at 120% of target due to over‑achievement (revenue/integration/M&A objectives) .
- 2024 executive bonuses paid at 105% of target on over‑delivery of revenue, budget, and out‑licensing; M&A did not close (management evaluated >100 opportunities) .
Performance & Track Record
- 2023 business execution: Successfully integrated FYCOMPA (>$138M net product sales in 11 months), exceeded revenue target ($398.2M), acquired and later launched/advanced AGAMREE (vamorolone), maintained budget discipline, and filed/advanced FIRDAPSE 100 mg sNDA .
- 2024 business execution: Revenue outperformance ($492M total; FIRDAPSE ~$306M; AGAMREE $46M), out‑licensed AGAMREE in Canada (KYE Pharma), budget outperformance ($32M favorable net income), and AGAMREE LCM plan approved; M&A not closed but substantial pipeline of evaluated opportunities .
Governance, Policies, and Related Parties
- Hedging/Pledging: Prohibited for executives and directors (alignment positive) .
- Related party transactions: None reported since 2023/2022—no material related‑party dealings disclosed .
- Section 16 compliance: 2024 proxy notes timely filings for 2023 (two filings one day late in early 2023) and the 2025 proxy notes timely filings for 2024 .
Compensation Benchmarking
- Independent consultant (Mercer) supported peer selection and pay design. 2023 program benchmarked to mid‑cap biopharma peers; 2024 peer group calibrated to companies with projected 2024 product revenues of ~$480M, including Harmony Biosciences, Corcept, Insmed, Supernus, Ultragenyx, Halozyme, etc. .
Investment Implications
- Alignment and retention: Significant unvested equity scheduled through 2027 (Nov 2024 awards plus prior grants), combined with a severance/CIC framework and strict anti‑hedging/pledging policy, indicate strong retention features and reduced forced‑sale risk. Upcoming vesting dates (Nov 21/Dec 8/Dec 27) may create episodic liquidity windows but are spread out and largely time‑based .
- Pay‑for‑performance: 2023 and 2024 bonus outcomes (120% and 105%) tied to clear revenue and strategic milestones, consistent with outperformance in net product revenue and budget execution; the mix skews equity‑heavy, aligning incentives with TSR and long‑term value creation .
- Change‑of‑control risk/reward: Plan allows CIC equity acceleration at committee discretion (single trigger) and double‑trigger cash/benefits on post‑CIC termination, which protects retention but can raise governance scrutiny; however, prohibitions on hedging/pledging and absence of disclosed related‑party transactions are offsets .
- Execution track record: Company exceeded revenue targets, advanced pipeline/LCM, and executed an ex‑U.S. out‑license; failure to close an acquisition in 2024 appears disciplined after extensive diligence (100+ opportunities), suggesting prudent capital deployment rather than missed execution .