Alex Sapir
About Alex Sapir
Alex C. Sapir, 58, is President and CEO of Fulcrum Therapeutics and a Class II director since July 2023; he previously served as CEO of ReViral (acquired by Pfizer) and CEO/President of Dova Pharmaceuticals (acquired by Sobi) and earlier held senior commercial roles at United Therapeutics and GlaxoSmithKline; he is also a senior lecturer at Wharton . In 2024, Fulcrum booked $80.0M collaboration revenue from a Sanofi license but suspended losmapimod after the Phase 3 REACH trial failed; net loss narrowed to $9.7M vs $97.3M in 2023, and the value of a $100 TSR proxy stood at $64.56 for 2024 (vs $92.72 in 2023) . Sapir is not an independent director under Nasdaq rules, given his CEO role .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ReViral Ltd. | Chief Executive Officer, Director | Jun 2019–Jun 2022 | Company acquired by Pfizer; led development of RSV therapeutics |
| Dova Pharmaceuticals, Inc. | President & CEO; Director | Jan 2017–Dec 2018; Director Mar 2017–Apr 2019 | Company acquired by Sobi; focus on thrombocytopenia therapies |
| United Therapeutics Corporation | EVP, Marketing & Sales | Earlier career | Led commercial functions at a biotech focused on chronic, life‑threatening conditions |
| GlaxoSmithKline and smaller healthcare cos. | Commercial roles (increasing responsibility) | Earlier career | Progressive commercial leadership experience |
External Roles
| Organization | Role | Years |
|---|---|---|
| Wharton School, University of Pennsylvania | Senior Lecturer, Health Care Management | Current |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Actual Annual Bonus ($) | All Other Compensation ($) |
|---|---|---|---|---|
| 2023 | 369,419 | 50% (2024 target disclosed; 2023 not separately stated) | 150,000 | 72,420 (incl. $51,000 housing/travel and $21,420 tax gross‑up) |
| 2024 | 650,000 | 50% | 211,300 (65% of target) | 142,000 (incl. $100,000 housing/travel and $42,000 tax gross‑up) |
| 2025 (set in Jan 2025) | 650,000 | 55% | — | — |
Notes:
- 2024 bonus was based 100% on corporate goals (R&D, portfolio, resource management, HR) and paid at 65% of target for NEOs excluding the departed CMO .
Performance Compensation
- Structure overview
- Equity: Time‑vested stock options; no RSUs/PSUs disclosed for NEOs in 2024. Options typically vest quarterly over 4 years; committee emphasized alignment via option delta and used Aon as independent consultant .
- Clawback: Compensation recovery policy (effective Nov 2023) per Nasdaq Rule 10D‑1, administered by the Compensation & HCM Committee .
| Incentive | Metric(s) | Weight | Target | Actual/Payout | Vesting/Terms |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Corporate goals (advancing FSHD/SCD, research portfolio, resource mgmt, HR) | 100% | 50% of base salary | 65% of target; $211,300 | Cash paid following year-end |
| Stock Options (initial CEO grant, 2023) | Time-based service vesting | — | — | Grant-date FV $6,398,757 (2023 SCT) | 25% on 5/12/2024; 6.25% quarterly thereafter; exercise price $3.27; exp. 5/11/2033 |
Equity Ownership & Alignment
| Holder | Total Beneficial Ownership (sh) | % Outstanding | Direct Shares | Options Included |
|---|---|---|---|---|
| Alex C. Sapir | 1,296,449 | 2.4% | 194,874 | 1,101,575 (within 60 days) |
- Outstanding CEO option position and vesting cadence
- 761,400 exercisable; 1,519,000 unexercisable; strike $3.27; expires 5/11/2033; vests 25% on 5/12/2024 then 6.25% quarterly for 3 years, creating regular quarterly vesting events that can create potential liquidity windows .
- Hedging/pledging policy
- Prohibits hedging; prohibits pledging and margin except rare, pre‑approved exceptions demonstrating capacity to repay without resort to pledged securities .
- Ownership guidelines
- No explicit executive stock ownership guidelines disclosed in the proxy; beneficial ownership and option details provided above .
Employment Terms
| Scenario | Cash Severance | Bonus Treatment | COBRA | Equity Acceleration |
|---|---|---|---|---|
| Termination without Cause or for Good Reason (outside CIC window; after 1-year anniversary) | 18 months base salary, paid over time | Lump sum 150% of target bonus | Company‑paid portion up to 18 months (if elected) | Accelerates time‑based awards that would vest in the next 18 months |
| Termination without Cause or for Good Reason (within 18 months post‑CIC) | 27 months base salary (no less than pre‑CIC base) | Lump sum 225% of target bonus (no less than pre‑CIC target) | Company‑paid portion up to 18 months (if elected) | Full acceleration of time‑based equity |
| Other (death/disability/for cause/voluntary w/o Good Reason) | Accrued obligations only | — | — | — |
- Restrictive covenants: Non‑solicitation for one year post‑employment and confidentiality/IP assignment obligations; no non‑compete disclosed .
- Clawback: see above (Performance Compensation) .
Board Governance
- Board service: Class II director; term expires at 2027 annual meeting .
- Independence: Not independent (serving as CEO); Board affirms all directors independent except Sapir and former interim CEO Gould .
- Leadership structure: Independent Chair (Kate Haviland); CEO and Chair roles separated; no Lead Independent Director given Chair’s independence .
- Committees: Audit (Dorton, Geraghty, Haviland; Dorton chair), Compensation & HCM (Ezekowitz chair; King, Dorton), Nominating & Governance (Geraghty chair; Banks, Haviland), Science & Technology (Gould chair; Hill, Ezekowitz) .
- Attendance: Board met 7 times in 2024; each director attended ≥75% of aggregate Board/committee meetings served .
Compensation Structure Analysis
- Equity emphasis via options: 2024 executive grants used only time‑vested options (no RSUs/PSUs), increasing pay‑for‑appreciation leverage but reducing explicit multi‑year performance conditioning; aligns with shareholder value creation if stock appreciates .
- Cash vs equity mix shifts: CEO’s 2023 package included a large initial option award (grant‑date FV $6.4M); 2024 shows no new CEO option award in SCT and cash bonus paid at 65% of target, with perquisites (housing/travel) and a tax gross‑up .
- Governance controls: Adoption of a Dodd‑Frank compliant clawback in 2023 and explicit anti‑hedging/anti‑pledging reduce misalignment risks and hedge/pledge‑related red flags .
- Consultant and process: Compensation program advised by independent consultant Aon; committee reviewed independence and found no conflict .
Performance & Track Record
| Year | Key Operating/Strategic Milestones | Financial Outcomes |
|---|---|---|
| 2024 | Sanofi license for ex‑US losmapimod; $80.0M upfront recognized; Phase 3 REACH in FSHD did not meet primary/secondary endpoints; losmapimod development suspended | Collaboration revenue $80.0M (vs $2.8M in 2023); net loss $9.7M (vs $97.3M in 2023); TSR value of $100: $64.56 (2024), $92.72 (2023) |
Director Compensation (Board context; for independence/role clarity)
- Non‑employee director cash retainers and option grants; options vest and accelerate upon change‑in‑control; Sapir, as an employee director, is not part of the non‑employee director compensation program .
Equity Plan Overhang and Availability (context)
- Total outstanding awards to be issued upon exercise: 9,354,699; weighted‑avg exercise price $7.46; shares available for future issuance: 8,775,414 (as of 12/31/2024), including annual increases to 2019 Plan and ESPP in Jan 2025 .
Related-Party and Risk Controls
- Anti‑hedging/anti‑pledging policy as above; insider trading policy applies to directors and officers .
- Related‑party transactions governed by Audit Committee policy; pre‑approval/ratification framework; no loans disclosed .
- Large holders: RA Capital 19.0% (excludes 8.5M common via pre‑funded warrant), BlackRock 10.3%, others per principal stockholder table (as of 3/31/2025) .
Investment Implications
- Alignment: CEO compensation skews to option delta, creating high sensitivity to long‑term share price. Quarterly vesting of a sizable 2023 option grant introduces regular liquidity windows that could translate into periodic Form 4 activity, though hedging is prohibited and pledging is restricted, mitigating forced‑sale risk .
- Retention/CIC: Robust double‑trigger CIC package (27 months salary, 225% target bonus, full time‑based equity acceleration) and substantial non‑CIC severance (18 months salary, 150% target bonus, partial acceleration) reduce turnover risk but elevate potential M&A dilution costs .
- Pay and perqs scrutiny: 2024 bonus paid at 65% of target despite losmapimod’s Phase 3 failure, supported by other corporate objectives; recurring perquisites and associated tax gross‑ups may draw governance attention from investors focused on pay discipline at clinical‑stage biotechs .
- Execution risk: Post‑losmapimod pivot heightens the importance of pipeline execution; 2024 financials improved via partner revenue rather than product success, reinforcing the need to tie forward incentives to value‑creating milestones as programs evolve .
Appendix: Selected Detailed Tables
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CEO Summary Compensation (SCT) | Year | Salary ($) | Option Awards ($) | Non‑equity Incentive ($) | All Other ($) | Total ($) | |---|---:|---:|---:|---:|---:| | 2023 | 369,419 | 6,398,757 | 150,000 | 72,420 | 6,990,596 | | 2024 | 650,000 | — | 211,300 | 142,000 | 1,003,300 |
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CEO Outstanding Equity (12/31/2024) | Security | Exercisable | Unexercisable | Exercise Price ($) | Expiration | Vesting Notes | |---|---:|---:|---:|---|---| | Stock Options | 761,400 | 1,519,000 | 3.27 | 5/11/2033 | 25% on 5/12/2024; 6.25% quarterly thereafter for 3 years |
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Beneficial Ownership (as of 3/31/2025) | Name | Shares Beneficially Owned | % of Class | |---|---:|---:| | Alex C. Sapir | 1,296,449 (incl. 1,101,575 options) | 2.4% |
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Pay vs. Performance (Company context) | Year | TSR Value of Initial $100 | Net Income ($MM) | |---|---:|---:| | 2023 | 92.72 | (97.34) | | 2024 | 64.56 | (9.73) |