Lori Macomber
Karyopharm TherapeuticsAbout Lori Macomber
Executive Vice President, Chief Financial Officer and Treasurer at Karyopharm Therapeutics (KPTI) since January 3, 2025; previously CFO at Legend Biotech with 30+ years across Eli Lilly, Pfizer (Pharmacia), Schering‑Plough, and Johnson & Johnson; BS Accounting (Penn State), CPA, Mini‑MBA in BioPharma Innovation (Rutgers), Six Sigma Green Belt . Company context during her tenure start: revenues were $157.1M (FY22), $146.0M (FY23), $145.2M (FY24) and Q3 2025 revenue was $44.0M (+13% YoY) as SG&A fell to $26.6M with cost reductions, indicating disciplined expense management alongside a still loss‑making profile . EBITDA remained negative over FY22–FY24, underscoring continued investment intensity and the importance of performance‑linked equity in executive pay; see table below for details.*
Company Performance (context for pay‑for‑performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $157,074,000 | $146,033,000 | $145,237,000 |
| EBITDA ($USD) | -$141,581,000* | -$129,010,000* | -$119,103,000* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Legend Biotech | Chief Financial Officer | 2022–2024 | Built the finance organization and supported commercialization and long‑term value creation as Legend transitioned to a fully commercial company . |
| Legend Biotech | VP Finance; VP Supply Chain Finance & Controller | 2019–2022 | Led FP&A, controllership, and supply chain finance; foundational work enabling later commercialization . |
| AMETEK PDS | Business Unit Controller | Not disclosed | Aerospace/defense components controller experience prior to Legend; strengthened operating finance rigor . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eli Lilly and Company | AVP Finance Site Leader (and other finance roles) | Not disclosed | Large‑cap biopharma finance leadership and operating scale experience . |
| Pfizer (formerly Pharmacia) | Finance roles | Not disclosed | Big Pharma financial management, internal/external audit exposure . |
| Schering‑Plough | Finance roles | Not disclosed | Diversified pharma finance skill development . |
| Johnson & Johnson | Finance roles | Not disclosed | Blue‑chip operating rigor and governance familiarity . |
Fixed Compensation
- Base salary and target bonus % for Lori Macomber not disclosed in the 2025 proxy (she joined in 2025 and was not a 2024 NEO) .
- Benefits: Executive officers participate in standard health, welfare, and 401(k) plans (company matches up to 4% of cash compensation per pay period) .
Performance Compensation
2025 Retention Cash Bonus and RSUs
| Incentive | Terms | Timing | Conditions |
|---|---|---|---|
| 2025 Annual Bonus Payout | 90% of individual 2025 annual bonus target | 50% in Oct 2025; 50% in Apr 2026 | Continued service through payment dates; repayment triggers if terminated prior to Mar 31, 2026 (Oct payment) or Jul 31, 2026 (Apr payment) . |
| Retention RSU Award | 43,650 RSUs | Vests Dec 31, 2026 | Service‑based vesting; designed to maintain focus on critical milestones . |
New‑Hire Inducement Equity Awards (granted under 2022 Inducement Plan)
| Award | Grant Date | Size | Vesting | Change‑of‑Control Treatment |
|---|---|---|---|---|
| Non‑statutory stock option | Jan 31, 2025 | 650,000 shares | 25% on first anniversary of employment, then 1/48th monthly thereafter | Immediate full vest/exercisable if terminated by KPTI without cause or by executive for good reason within 1 year after a change‑in‑control (double trigger) . |
| RSU | Jan 31, 2025 | 160,000 RSUs | 33 1/3% on each of 3 anniversaries of grant | Immediate full vest if terminated without cause or for good reason within 1 year after change‑in‑control (double trigger) . |
Company Annual Incentive Framework (context)
- For executive officers other than the CEO, 2024 annual bonuses were weighted 85% on corporate goals and 15% on individual goals; CEO at 100% corporate goals .
- PSU TSR scale used by KPTI (indicative of performance‑linked equity rigor): 25th percentile = 50% payout; 50th percentile = 100% payout; 75th percentile = 150% payout .
Equity Ownership & Alignment
- Pledging/hedging: Directors, officers and employees are prohibited from hedging or pledging company stock, with limited pledge exceptions requiring approval by the principal financial officer and, for directors/executives, Audit Committee approval; margin purchases are prohibited .
- Equity mix and vesting: Lori’s equity is predominantly multi‑year RSUs and options with service‑based vesting and double‑trigger acceleration—aligning incentives to long‑term value creation and retention .
Employment Terms
- Appointment and authority: Lori serves as EVP, CFO, and Treasurer; she signs financing and securities agreements and certifications, including S‑3 registration and quarterly certifications (SOX 302/906), reflecting principal financial officer responsibilities .
- Change‑in‑control framework (plan level): Double‑trigger protection—time‑based RSUs and options accelerate if terminated without cause or for good reason within one year post change‑in‑control; PSUs convert to time‑based RSUs at specified levels upon change‑in‑control, then vest on the original schedule unless terminated without cause or for good reason .
- 2025 retention program: Additional RSUs vesting 12/31/2026 and early partial bonus payout schedule with clawback/repayment provisions tied to service continuity .
Say‑on‑Pay and Shareholder Feedback (2025)
| Item | Votes For | Votes Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory approval of NEO compensation | 2,716,951 | 1,041,611 | 296,611 | 2,509,033 |
| Advisory frequency recommendation | “1 year” received 3,263,514 votes | 2 years: 16,807 | 3 years: 546,508 | Abstain: 228,344 |
Investment Implications
- Alignment and retention: The combination of large inducement grants (650k options; 160k RSUs) with service‑based vesting, plus a 43,650‑share retention RSU vesting on 12/31/2026, creates multi‑year alignment and reduces near‑term insider selling pressure risk; double‑trigger acceleration mitigates retention risk in strategic scenarios .
- Pay‑for‑performance posture: KPTI’s use of PSUs with TSR percentiles and corporate/individual bonus weightings signals performance orientation—important given negative EBITDA and modest revenue contraction from FY22 to FY24; tying Lori’s equity to long‑term outcomes is prudent in this context .*
- Governance and shareholder support: 2025 say‑on‑pay passed with a clear majority and annual frequency preference, suggesting current compensation design is acceptable to investors—reducing the probability of near‑term compensation controversy .
- Monitoring points: Track Form 4s around her first option vesting anniversary (Jan 2026) and the April 2026 bonus second installment; observe financing and cost discipline reflected in Q3‑2025 results (SG&A reductions and license revenue), which align with her stated focus areas as CFO .