Chen Schor
Karyopharm TherapeuticsAbout Chen Schor
Independent director at Karyopharm Therapeutics (KPTI) since November 2020; currently age 52 and serving as a Class II director with a term running to the 2027 annual meeting . He is President, CEO and Director of Adicet Bio (since Sept 2020), and previously CEO of resTORbio (2016–2020) and Synta Pharmaceuticals (2014–2016). Earlier roles include VP, Global Branded Business Development & Pipeline Management at Teva and Partner at Yozma Venture Capital. He holds a B.A. in Biology and an M.B.A. from Tel Aviv University, a B.A. in Economics and Accounting from Haifa University, and is a CPA; he has led strategic transactions valued at over $8 billion with major pharmas .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adicet Bio, Inc. | President, CEO & Director | Sept 2020–Present | Public biotech CEO; board member; leadership of clinical-stage oncology programs |
| resTORbio, Inc. (merged into Adicet) | President, CEO & Director | 2016–Sept 2020 | Led company through merger with Adicet; continued on combined board |
| Synta Pharmaceuticals Corp. | President, CEO & Director | 2014–2016 | Public biotech CEO experience |
| Teva Pharmaceutical Industries Ltd. | VP, Global Branded BD & Pipeline Mgmt | Prior to 2014 | Led branded BD/pipeline; large-cap pharma operating experience |
| Yozma Venture Capital | Partner | Prior period | Founded and grew multiple therapeutic companies; deal leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Adicet Bio, Inc. | President, CEO & Director | Sept 2020–Present | Board member |
| resTORbio/Adicet | Director | 2016–Present (board continuity) | — |
| BrainStorm Cell Therapeutics Inc. | Director; Audit Committee | 2011–2020 (prior) | Audit Committee member |
Board Governance
- Independence: The Board determined Mr. Schor is independent under Nasdaq rules; he also meets audit/comp committee independence standards .
- Committee assignments (2024-2025): Audit Committee (member) and Nominating, Corporate Governance & Compliance Committee (member). He is not on Compensation or Commercialization & Portfolio .
- Audit Committee financial expert: Board designated Mr. Schor as an “audit committee financial expert” under SEC/Nasdaq rules .
- Attendance: Board met 8 times in 2024; each incumbent director attended ≥75% of board and committee meetings during periods served .
- Committee activity levels (2024): Audit Committee met 7 times; Nominating, Corporate Governance & Compliance met 4 times .
- Overboarding control: KPTI policy caps public company board seats; CEOs may serve on no more than two public boards other than their own; other directors capped at five .
Committee Membership Snapshot
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit Committee | Member | 7 |
| Nominating, Corporate Governance & Compliance | Member | 4 |
Fixed Compensation
| Component | 2024 Policy | 2024 Actual for Schor |
|---|---|---|
| Board annual cash retainer | $50,000 | Included in fees |
| Committee retainer (non-chair) | $10,000 per committee (Audit; Nominating) | Included in fees |
| Total cash fees | — | $70,000 |
| Annual director stock option grant | 4,600 options (increased in Mar-2024 from 2,266) | Granted 4,600 options on May 29, 2024; grant-date fair value $46,078 |
| Total director compensation | — | $116,078 (cash + option grant) |
Key terms: Director options are granted at fair market value on the grant date, vest fully on the first anniversary (annual grants), and have 10-year terms . Non-employee director total annual compensation is capped at $750,000 (incumbent) absent extraordinary board-approved exceptions .
Performance Compensation
- Structure: Non-employee director equity is time-based stock options; no director-specific performance metrics (e.g., revenue/TSR) apply to director equity awards under the disclosed policy .
- Safeguards: Amended 2022 Plan includes double-trigger vesting on change in control, clawback compliance, and prohibits repricing without shareholder approval; no dividends on unvested awards .
Other Directorships & Interlocks
| Company | Type | Role/Committee | Overlap/Notes |
|---|---|---|---|
| Adicet Bio, Inc. | Public biotech | President, CEO & Director | CEO external role subject to KPTI overboarding policy limits |
| resTORbio/Adicet | Public (legacy) | Director | Continuity since 2016 |
| BrainStorm Cell Therapeutics | Public biotech | Director; Audit Committee (prior) | 2011–2020 prior service |
No related-party transactions disclosed for Mr. Schor; the Board’s independence review flagged only Dr. Mirza’s consulting arrangement, which was deemed not to impair independence. Audit Committee reviews related-person transactions .
Expertise & Qualifications
- Financial and accounting expertise (CPA) with audit committee financial expert designation; formal business and life sciences education (MBA; BA Biology; BA Economics & Accounting) .
- Extensive biotech leadership across formation-to-commercial stages; led transactions totaling >$8B with major pharmas (GSK, Amgen, Pfizer, Merck KGaA, Cephalon) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Apr 10, 2025) | 12,238 shares; <1% of outstanding (8,570,177 shares outstanding) |
| Outstanding director stock options (Dec 31, 2024) | 12,238 options outstanding |
| Pledging/Hedging | Company policy prohibits hedging and pledging, with limited pre-approved exceptions; any director pledging requires Audit Committee approval; no pledging by Mr. Schor disclosed |
Governance Assessment
- Strengths: Independent director with deep operating and transactional experience; serves on risk-relevant committees; designated audit committee financial expert; attendance threshold met; equity-based director pay enhances alignment; robust plan safeguards (clawback, no repricing, double-trigger CIC) .
- Alignment: 2024 compensation mix skewed to equity via options (grant increased in 2024), reinforcing at-risk exposure; total 2024 director comp of $116,078 is modest and within plan limits .
- Watch items: External CEO role at Adicet elevates time-commitment risk, although KPTI’s overboarding policy mitigates (CEOs may hold ≤2 other public boards; he appears in compliance) . Low reported direct ownership (<1%) is common for small-cap biotech boards but offers limited “skin in the game” optics absent sizable vested holdings .
- RED FLAGS: None disclosed specific to Mr. Schor (no related-party transactions, no attendance concerns, no option repricing, no pledging noted) .
- Overall: Governance profile supports investor confidence—independence, financial expertise, active committee engagement—balanced against routine small-cap biotech ownership levels and the demands of an external CEO position under a clear overboarding policy framework .