Michael Mano
Karyopharm TherapeuticsAbout Michael Mano
Michael Mano serves as Senior Vice President, General Counsel and Secretary of Karyopharm Therapeutics; he was an NEO in 2022 and has been in this role at least since May 3, 2021 (as evidenced by SEC filings) . Mano holds a J.D. (institution not disclosed) and leads legal, compliance, governance, IP portfolio management, and major contract negotiations (including Foundation Medicine companion diagnostic) . Company pay-versus-performance data show challenging shareholder outcomes: $100 TSR value declined from $52.88 in 2022 to $13.45 in 2023 and $10.52 in 2024, alongside net losses of $(165.3)M, $(143.1)M, and $(76.4)M, respectively .
Fixed Compensation
| Item | 2021 | 2022 |
|---|---|---|
| Base Salary (as disclosed) | $400,000 | $450,000 (as of Dec 31, 2022; increased from $416,000 in Sep 2022) |
| Salary Earned (SCT) | — | $427,333 |
| Target Bonus % | — | 40% of base salary |
| Target Bonus $ | — | $180,000 (40% of base) |
| Actual Bonus Paid | — | $184,050 (102% of target; paid Feb 2023) |
| All Other Compensation | — | $13,692 (life insurance $420; LTD $1,072; 401(k) match $12,200) |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Corporate Goals (composite of financial, pipeline, people) | 85% | 100% score | 100% score (96% weighted performance + 4% discretionary) | 85% of target | |
| Individual Goals (Mano) | 15% | 100% | 115% (individual performance score) | ~17% of target (combined total 102%) | |
| Annual Cash Bonus | — | $180,000 | $184,050 | 102% of target | Paid Feb 2023 per plan |
Key corporate goal components and weightings for 2022: U.S. net product revenue (30%), license/other revenue (5%), year-end cash (5%), expense adherence (5%), EMA approval (5%), clinical program progress (40%), and people/culture/compliance (10); weighted performance totaled 96% plus 4% discretionary to reach 100% .
Performance Equity Awards (Grants and Terms)
| Grant Date | Award Type | Shares/Options | Exercise Price | Grant Date Fair Value | Vesting Terms |
|---|---|---|---|---|---|
| 2/28/2022 | Stock Options | 81,000 | $10.33 | $576,671 | 25% on 1st anniversary, then monthly over next 36 months; 10-year term |
| 2/28/2022 | RSUs | 63,000 | — | $650,790 | 25% on each of four anniversaries beginning one year from grant |
| 8/31/2022 | Stock Options | 30,000 | $5.06 | $106,671 | 50% on each of two anniversaries (two-year vest) |
| 8/31/2022 | RSUs | 20,000 | — | $101,200 | 50% on each of two anniversaries (two-year vest) |
Shift in long-term incentive design: beginning February 2023, Karyopharm replaced stock options with PSU awards for executives to strengthen performance alignment (revenue, relative TSR, and clinical milestones over 3–4 years), with remaining awards as RSUs .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficial Ownership (as of 3/20/2023) | 92,913 shares; less than 1% of outstanding |
| Outstanding Options (12/31/2022) | 50,000 @ $15.57 (12/14/2020); 81,000 @ $10.33 (2/28/2022); 30,000 @ $5.06 (8/31/2022); 10-year terms; standard vesting |
| Unvested RSUs (12/31/2022) | 63,000 (market value $214,200) and 20,000 (market value $68,000) |
| Hedging/Pledging | Company policy prohibits hedging and pledging of company stock; exceptions to pledging require CFO and Audit Committee approval for directors/executives |
Vesting schedule implications:
- RSU 63,000 from 2/28/2022 vests 25% annually starting 2/28/2023 (four tranches) .
- RSU 20,000 from 8/31/2022 vests 10,000 on 8/31/2023 and 10,000 on 8/31/2024 .
- Options typically begin vesting at 25% on first anniversary and monthly thereafter; August 2022 options vest 50% annually over two years .
Employment Terms
| Term | Provision |
|---|---|
| Employment | At-will; title, compensation, benefits established; termination benefits subject to release |
| Target Bonus | 40% of base salary; Annual Bonus Plan structure: 85% corporate goals, 15% individual goals |
| Severance (pre-CIC) | One month base salary per month of service, capped at 12 months; COBRA premiums paid during severance period |
| Severance (within 12 months post-CIC) | Pre-CIC benefits plus lump sum of 100% target annual bonus |
| Clawbacks/Non-compete | Not disclosed |
| Hedging/Pledging Rules | Hedging/pledging prohibited, limited exceptions require approvals |
Potential Payments Upon Termination (as of 12/31/2022; $3.40 stock price assumption)
| Scenario | Salary & Cash ($) | Bonus ($) | Option Vesting ($) | RSU Vesting ($) | Health/Dental ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination without cause / good reason (pre-CIC) | 450,000 | — | — (underwater at $3.40) | — | 26,074 | 476,074 |
| Termination without cause / good reason (within 12 months post-CIC) | 450,000 | 180,000 | — | 282,200 | 26,074 | 938,274 |
Note: Options were assumed to have no intrinsic value at $3.40; RSU values reflect unvested shares multiplied by $3.40 .
Performance & Track Record
- 2022 achievements attributed to Mano: enhanced governance and compliance, oversight of global IP, and leading partner contract negotiations including Foundation Medicine companion diagnostic for endometrial cancer study .
- Company pay-versus-performance metrics indicate negative TSR trend and sustained net losses over 2022–2024 ($100 TSR value: 52.88→13.45→10.52; Net Income (Loss): $(165.3)M→$(143.1)M→$(76.4)M), underscoring emphasis on PSUs tied to revenue, relative TSR, and clinical milestones for improved alignment from 2023 onward .
Investment Implications
- Alignment and ownership: Mano’s direct beneficial ownership is small (<1%); alignment relies on unvested RSUs/PSUs and option exposure; company prohibits hedging/pledging, reducing misalignment risks .
- Retention risk: Severance provides up to 12 months base and COBRA; double-trigger CIC adds 100% target bonus plus accelerated RSU vesting (as applicable), supporting retention through corporate transactions .
- Trading signals: RSU tranches on 2/28 and 8/31 create predictable vesting events; August 2022 two-year awards concentrated in 2023–2024 may increase potential selling pressure around vest dates, subject to blackout/policy constraints .
- Pay-for-performance: 2022 bonus paid at 102% of target despite negative TSR, driven by corporate and individual execution; the 2023 pivot to PSUs adds direct linkage to revenue, relative TSR, and clinical outcomes, improving forward alignment .