Michael Kalb
Executive Vice President, Treasurer, and Chief Financial Officer at 
CATALYST PHARMACEUTICALS
CATALYST PHARMACEUTICALSExecutive
About Michael Kalb
Michael W. Kalb, CPA, is Executive Vice President, Treasurer, and Chief Financial Officer of Catalyst Pharmaceuticals (CPRX), appointed effective January 1, 2024; age 54 as of the 2025 proxy record, with more than 30 years of pharma and financial leadership, including CFO roles at Amarin, CinCor, and Impel; he holds a B.S. in Accounting (SUNY Albany) and is a certified public accountant . Company performance in 2024 (Kalb’s first year) included net product revenue of $489.3 million and net income of $163.9 million, compared to $396.5 million and $71.4 million in 2023; the company’s cumulative TSR index value (initial $100 on 1/1/2022) was 557 in 2024 versus 448 in 2023 (Nasdaq Biotech index peer TSR 88 in 2024) . Executive annual bonuses for 2024 were paid at 105% of target after exceeding revenue and other operating objectives, despite not closing a planned acquisition; Kalb’s 2024 bonus was $350,625 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Impel Pharmaceuticals | Chief Financial Officer | May 2023 – Dec 2023 | Transition CFO role; Impel later filed Chapter 11 in Dec 2023 (background disclosure) . |
| CinCor Pharma | EVP & CFO | Nov 2022 – Mar 2023 | Supported CinCor’s sale to AstraZeneca (closed Feb 2023) . |
| Amarin Corporation | SVP & CFO | Jun 2016 – Jun 2022 | Led financing, capital allocation; supported significant revenue growth and market cap expansion . |
| Taro Pharmaceutical Industries | Senior finance leadership including Group VP & CFO | Jun 2009 – Jun 2016 | Multiple senior finance roles . |
| Huron Consulting Group | Director, Accounting & Financial Consulting | Prior to Taro | Advisory leadership . |
| Ernst & Young (and public accounting) | Various | ~10 years | Public accounting foundation . |
External Roles
No public company directorships or external board roles disclosed for Mr. Kalb in the latest proxy .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | 525,000 |
| Target Bonus % of Salary | “Up to 50%” (set at appointment for 2024; actual target as used by Compensation Committee not separately disclosed) |
| Actual Annual Bonus ($) | 350,625 |
| All Other Compensation ($) | 121,163 (includes travel allowance and 401(k) match) |
- The Compensation Committee paid 2024 bonuses at 105% of each executive’s established target based on performance against corporate goals (details in Performance Compensation) .
Performance Compensation
2024 Annual Bonus Design and Outcomes
| Metric | Weighting | Target | Actual/Outcome | Payout |
|---|---|---|---|---|
| Total revenue | 40% | ≥$475m total revenue; ≥$301.6m FIRDAPSE; ≥$20m AGAMREE | Achieved approx. $492m total; approx. $306m FIRDAPSE; approx. $46m AGAMREE | Overall annual bonus paid at 105% of target (metric-level payout not broken out) |
| Acquisition | 30% | Acquire significant company or de-risked late-stage orphan asset by YE 2024 | Not achieved; >100 opportunities evaluated; 3 term sheets signed; diligence found not in best interest; some still under consideration | Included in overall 105% payout |
| Global expansion | 10% | Out-license AGAMREE or FIRDAPSE in APAC/LATAM | Achieved: AGAMREE out-licensed in Canada (KYE Pharma) | |
| Operate to budget | 10% | Operate to 2024 budget | Achieved: ~+$32m favorable net income vs budget | |
| AGAMREE lifecycle plan | 10% | Board adoption by Aug 2024 | Achieved: plan approved Aug 2024 |
- Pay-versus-performance: company highlights Net Product Revenue and Net Income among the most important financial measures linking “Compensation Actually Paid” to performance .
- TSR and pay-versus-performance summary for 2024: company TSR index value 557; peer TSR 88; Net income $163.9m; Net product revenue $489.3m .
2024 Equity Grants and Vesting
| Award Type | Grant Date | Shares/Options | Exercise Price | Vesting | Expiration | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|---|
| Stock options | 01/01/2024 | 257,214 | $16.81 | 1/5 annually on each Jan 1 starting 2025 (five tranches) | 01/01/2031 | 2,399,996 |
| RSUs | 01/01/2024 | 35,693 | — | 1/5 annually on each Jan 1 starting 2025 (five tranches) | — | 599,999 |
| Stock options | 11/21/2024 | 169,248 | $21.12 | 1/3 annually on each Nov 21 starting 2025 (three tranches) | 11/21/2031 | 1,747,349 |
| RSUs | 11/21/2024 | 20,682 | — | 1/3 annually on each Nov 21 starting 2025 (three tranches) | — | 436,804 |
- Aggregate 2024 equity values in SCT: Options $4,147,345 and RSUs $1,036,803 for Mr. Kalb .
- Initial appointment contemplated an 80/20 options/RSU split for the 1/1/2024 grant, consistent with the above .
Equity Ownership & Alignment
Beneficial Ownership and Overhang (Record Date: March 31, 2025)
| Item | Detail |
|---|---|
| Shares outstanding | 121,959,172 |
| Michael W. Kalb – shares beneficially owned | 55,639 (<1%) |
| Hedging and pledging | Prohibited for officers/directors/employees (no margins, pledges, options, or hedges) |
| Section 16 compliance | All required insider filings timely in 2024 |
Vested vs. Unvested (as disclosed)
| Instrument | Status | Quantity | Economics | Vesting Schedule/Notes |
|---|---|---|---|---|
| Stock options (01/01/2024 grant) | Exercisable | 51,442 | $16.81 strike | First 1/5 tranche vested Jan 1, 2025; remaining unvested below |
| Stock options (01/01/2024 grant) | Unexercisable | 205,772 | $16.81 strike | Vest in four annual tranches beginning Jan 1, 2026 (reflects remaining four tranches post first vest) |
| Stock options (11/21/2024 grant) | Unexercisable | 169,248 | $21.12 strike | Vest in three annual tranches beginning Nov 21, 2025 |
| RSUs (01/01/2024 grant) | Unvested | 28,555 | — | Vest in four annual tranches beginning Jan 1, 2026 (remaining after first vest) |
| RSUs (11/21/2024 grant) | Unvested | 20,682 | — | Vest in three annual tranches beginning Nov 21, 2025 |
- Option moneyness at proxy record date: stock $24.25 vs strikes $16.81 and $21.12 implies both grants were in-the-money as of Mar 31, 2025 (supporting potential future exercise/liquidity upon vesting) .
- No 2024 option exercises disclosed for Mr. Kalb (exercises listed pertained to other NEOs) .
Employment Terms
Appointment and Compensation Framework
- Start date and initial terms: appointed EVP & CFO effective Jan 1, 2024; 2024 base salary $525,000; 2024 annual bonus opportunity “up to 50%” of base; initial equity grant valued at $3.0m (80% options/20% RSUs), 5-year ratable vesting beginning Jan 1, 2025; designated under Executive Severance and Change in Control Plan .
- Actual 2024 bonus paid: $350,625; 2024 NEO bonuses paid at 105% of target based on performance .
Severance and Change-of-Control (CoC) Economics
| Scenario | Cash Benefits | Equity Acceleration | Benefits/Other |
|---|---|---|---|
| Termination without Cause or for Good Reason | 1x base salary (Kalb: $525,000) | 12 months accelerated vesting of stock options | Benefits continuation for 1 year; non-compete required during severance period |
| Change in Control (no termination) | — | Full acceleration of all outstanding stock options and other equity awards | — |
| Termination within 1 year post-CoC | 1x base salary (Kalb: $525,000) plus payment in full of any target bonus previously granted for the severance period | All equity accelerates upon CoC | Benefits continuation for severance period; non-compete required during severance period |
- Estimated cash payment “due upon” events (excludes health benefits, accrued bonus, and equity acceleration): $525,000 for Kalb in each of (i) termination without cause/for good reason and (ii) change in control; table excludes target bonus and equity values by footnote .
- Plan protections: once designated, benefits and definitions cannot be modified to participant’s detriment without consent .
Compensation Structure Analysis
- Cash vs equity mix: 2024 comp tilted to equity (options-heavy), aligning with shareholder value creation; 2024 equity grant fair values: options $4.15m; RSUs $1.04m .
- Shift in instruments/vesting: Initial 5-year ratable vesting (appointment grant) complemented by Nov 2024 incremental grants with 3-year vesting, compressing time-to-vest on a portion of awards (potentially enhancing retention through staggered, overlapping cliffs) .
- Performance linkage: Bonus goals centered on revenue/net product mix, disciplined budgeting, lifecycle planning, and BD; despite missing the acquisition closure goal, committee used discretion to pay 105% of target reflecting outperformance on revenue, licensing, and budget .
- Peer benchmarking and consultant: Mercer LLC advised 2024 program design and peer group (U.S. biopharma near revenue scale); committee is independent and follows established governance processes .
Investment Implications
- Alignment and retention: Prohibition on hedging/pledging, option-heavy grants, and multi-year vest schedules align incentives with TSR; overlapping 2025–2028 vest dates create ongoing retention hooks; plan-level non-compete is a condition to receive severance .
- Potential selling pressure windows: Significant unvested equity (options and RSUs) begins vesting annually each Jan 1 (remaining tranches from 2024 appointment grant) and each Nov 21 (2024 supplemental grant), with options in-the-money at the proxy record date—monitor Form 4s around these windows and earnings blackouts .
- Pay-for-performance risk check: Committee exercised discretion to pay above target despite missed M&A objective; investors should monitor future application of discretion and mix of absolute vs relative metrics (e.g., TSR) as business shifts toward BD-led growth .
- Execution track record: 2024 delivered higher revenue and net income versus 2023 and achieved licensing and budget objectives; acquisition pipeline remained active but no close—suggests disciplined capital allocation and manageable execution risk with continued focus on lifecycle management and international expansion .
Key disclosure note: As of the latest proxy, no explicit executive stock ownership guidelines were disclosed; insider filings were timely in 2024 .