Gregg Russo
CATALYST PHARMACEUTICALSAbout Gregg Russo
Gregg Russo is Chief Human Resources Officer at Catalyst Pharmaceuticals (CPRX), promoted on February 13, 2025, after joining as Vice President of Human Resources on April 8, 2024 . He is 62 years old and holds a B.A. and an M.A. in Communication from the State University of New York at Buffalo . During Russo’s tenure at Catalyst, company performance remained strong: in 2024, net product revenue was $489.3 million and net income was $163.9 million; cumulative TSR rose to 557 (from 448 in 2023) based on a $100 initial investment framework .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Catalyst Pharmaceuticals | Vice President, Head of Human Resources (promoted to CHRO 2/13/2025) | 2024–present | Implemented HR processes and systems; elevated to lead HR function |
| Kavod Consulting | Managing Director (HR consultancy) | 2021–2024 | Advised emerging pharma/biotech on HR strategies |
| BeyondSpring Pharmaceuticals | Chief Human Resources Officer | 2019–2021 | Led HR at a pre-commercial oncology organization |
| Chugai Pharma (Roche division) | Head of Human Resources (USA; translational/early-stage) | 2015–2019 | HR leadership for early-stage clinical research division |
| ExxPharma Therapeutics, LLC | Business Development Partner | 2014–2015 | HR/business development leadership |
| NeuroStem | Human Resources Lead | 2013–2014 | HR leadership role in life sciences |
External Roles
No public company board roles or external directorships disclosed for Russo in company filings reviewed .
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Base salary | Not disclosed | Not disclosed | Russo is not a named executive officer (NEO); individual base salary figures were not provided in the proxy . |
| Target bonus % | Not disclosed | Not disclosed | Program structure is disclosed; individual targets for Russo are not . |
| Actual bonus | Not disclosed | Not disclosed | 2024 executive bonuses paid at 105% of target overall; Russo’s individual payout not disclosed . |
Performance Compensation
Program-level structure and 2024 goal attainment (applies to executive officers; individual CHRO targets/payouts not disclosed).
| Metric (2024 corporate goals) | Weight | Target/Objective | Outcome assessment | Payout calibration |
|---|---|---|---|---|
| Total revenue ≥ $475m; FIRDAPSE ≥ $301.6m; AGAMREE ≥ $20m | 40% | Revenue and product targets | Achieved: 2024 total revenue ≈ $492m; FIRDAPSE ≈ $306m; AGAMREE ≈ $46m | Committee set 2024 cash bonuses at 105% of target for executive officers |
| Transformational acquisition (significant company or de-risked late-stage orphan asset) | 30% | Complete acquisition by YE 2024 | Not achieved; >100 opportunities evaluated; 3 term sheets; diligence continues | Included in overall 105% decision |
| Global expansion (out-license AGAMREE or FIRDAPSE in APAC/LATAM) | 10% | Execute out-licensing | Achieved: July 2024 AGAMREE Canada out-license (KYE) | |
| Operate to budget | 10% | Meet 2024 budget | Achieved: ≈ $32m favorable net income vs budget | |
| AGAMREE lifecycle plan adopted | 10% | Board adoption by Aug 2024 | Achieved and approved in Aug 2024 |
Equity Ownership & Alignment
- Stock ownership and policies
| Item | Detail |
|---|---|
| Total beneficial ownership (as of 3/31/2025 Record Date) | 0 shares; less than 1% of outstanding |
| Shares outstanding (Record Date) | 121,959,172 |
| Hedging/pledging policy | Hedging, short sales, and pledging/margining company stock are prohibited for officers/directors/employees/consultants |
| Form 3 (initial ownership) | Filed Feb 26, 2025 (no beneficial ownership) |
- Unvested awards and vesting schedules (key potential retention levers)
| Award type | Shares | Exercise price | Vesting schedule |
|---|---|---|---|
| Stock Options | 15,000 | $15.51 | Vest in three annual tranches beginning April 8, 2025 |
| Stock Options | 6,957 | $22.90 | Vest in three annual tranches beginning February 7, 2026 |
| Stock Options | 20,349 | $23.26 | Vest in five annual tranches beginning February 13, 2026 |
| RSUs | 3,439 | — | Vest in five annual tranches beginning February 13, 2026 |
Implications:
- Russo currently has no vested ownership but holds multi-year, time-based equity awards, aligning incentives to longer-term service and stock performance .
- Pledging/hedging prohibitions reduce misalignment risks from derivatives or collateralized positions .
Employment Terms
| Provision | Term |
|---|---|
| Severance eligibility | Russo is designated under the company’s severance and change-in-control (CIC) plan |
| Termination without cause or for good reason | 1 year base salary, accrued bonus, 12 months accelerated vesting of stock options, and 1 year benefits; non-compete during severance period required |
| Change in control (CIC) – equity | All outstanding equity awards for designated executives may fully vest upon a CIC (single-trigger equity acceleration at committee discretion per plan) |
| Termination within 1 year post-CIC | 1 year base salary, payment in full of any target bonus for severance period, and benefits, subject to non-compete |
Notes: The plan specifies single-trigger equity acceleration upon a change in control, while cash severance requires termination within one year of the CIC (double-trigger for cash) .
Performance & Track Record
- Company results and shareholder alignment context
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| 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 |
Contextual governance and shareholder feedback:
- 2025 annual meeting results included advisory “say-on-pay” outcome of 82,734,939 For vs 6,484,020 Against (203,472 abstain; broker non-votes excluded), indicating strong support for executive compensation program .
- Insider Trading Policy filed and Section 16(a) compliance reported as timely for 2024; no related party transactions since 2023, reducing governance risk signals .
Compensation Structure Analysis
- Program design: Mix of base salary, annual cash bonus tied to corporate goals, and long-term equity (primarily stock options and RSUs) for executive officers; benefits for executives equal to those of all employees; no perquisites disclosed for executives .
- Metrics rigor: 2024 goals emphasized revenue execution, product-specific targets (FIRDAPSE, AGAMREE), disciplined budgeting, pipeline lifecycle planning, and strategic transactions; committee calibrated payouts at 105% of target given broad outperformance on operating metrics despite not closing an acquisition .
- Equity trend: Continued reliance on stock options and RSUs; 2018 Plan increased by 5,000,000 shares in 2025 to sustain grants, indicative of ongoing equity-centric incentives across leadership (potential dilution offset by retention/alignment benefits) .
Risk Indicators & Red Flags
- Pledging/hedging: Prohibited (mitigates alignment risks) .
- Related-party transactions: None reported since 2023 .
- Section 16 compliance: Reported as timely for 2024 .
- Equity acceleration: Single-trigger equity acceleration upon CIC could be viewed as shareholder-unfriendly by some governance frameworks, though cash severance remains double-trigger .
Compensation Peer Group (Benchmarking context)
Peer set used by the Compensation Committee (Mercer-advised) included revenue-comparable U.S. biopharma companies (e.g., Acadia, Amicus, Corcept, Harmony, Insmed, Ionis, Pacira, PTC, Supernus, Ultragenyx, etc.), guiding base/bonus/equity decisions for 2024 .
Equity Plan Supply (Potential Overhang)
As of the 2025 Record Date, there were options outstanding for 12,577,619 shares and 578,488 RSUs; 1,774,678 shares remained available pre-amendment; stockholders approved adding 5,000,000 shares (total 26,000,000 authorized under the plan), providing 6,774,678 shares available for future issuance—designed to sustain equity incentives for two to three years .
Investment Implications
- Retention and alignment: Russo’s compensation is heavily equity-based, with multi-year vesting across 3–5 years and prohibitions on hedging/pledging—supporting retention and aligning incentives with long-term stock performance .
- Selling pressure: With zero current beneficial ownership and time-based unvested equity, near-term insider selling pressure from Russo appears limited; future vesting tranches could introduce modest supply over time .
- Change-in-control dynamics: Single-trigger equity acceleration could increase event-driven overhang in a strategic transaction; cash severance remains double-trigger, moderating cash outflows absent termination .
- Pay-for-performance: Corporate bonus metrics emphasize top-line delivery, disciplined budgeting, lifecycle planning, and BD; 2024 overachievement and 105% payout demonstrate a responsive program; Russo’s individual targets/payouts are undisclosed, but as CHRO, his incentives are structurally tied to company performance outcomes .
Overall, Russo’s package emphasizes long-term equity with staggered vesting, minimal misalignment risk from pledging/hedging, and standard severance/CIC protections. The equity pool expansion enables continued equity-centric retention for leadership amid sustained revenue and income growth, while the CIC equity acceleration warrants monitoring from a governance perspective .