Reshma Rangwala
About Reshma Rangwala
Reshma Rangwala, M.D., Ph.D., is Executive Vice President, Chief Medical Officer and Head of Research at Karyopharm Therapeutics; she joined in April 2022 and is 47 years old as of February 14, 2025 . She holds a B.S. in Biology from Duke University and an M.D./Ph.D. from the University of Cincinnati, with internal medicine residency at Barnes-Jewish Hospital and medical oncology fellowship at the Hospital of the University of Pennsylvania . Karyopharm’s incentive design ties senior pay to clinical milestones and market-based performance via PSUs linked to total shareholder return (TSR) percentile rankings and revenue objectives, alongside annual cash incentives tied to pre-set corporate goals . Her role centers on pivotal Phase 3 programs (myelofibrosis, endometrial cancer, multiple myeloma) with board-validated milestones achieved in 2023–2024 supporting company goal attainment and PSU vesting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aravive, Inc. | Chief Medical Officer | Sep 2020 – Apr 2022 | Led oncology development; prepared for clinical advancement as CMO |
| Genmab Inc. | Vice President, Medical | 2017 – Jul 2020 | Advanced global clinical programs; medical leadership in oncology biologics |
| Merck & Co. | Executive Clinical Director | 2012 – 2017 | Directed clinical development; contributed to major oncology portfolios |
External Roles
None disclosed for Dr. Rangwala (no public company directorships listed) .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Target Bonus ($) | Notes |
|---|---|---|---|---|
| 2023 | 545,900 | 40% | 218,360 | Target % set for NEOs; company goal achievement 95% |
| 2024 | 567,736 | 45% | 255,481 | Merit increase; 2025 cycle had no increases to preserve cash |
Performance Compensation
Annual Performance-Based Cash Incentive
| Year | Company Goal Achievement | Individual Goal Achievement | Payout ($) | Payout vs Target |
|---|---|---|---|---|
| 2023 | 95% | 105% | 210,717 | 97% of target; paid Feb 2024 |
| 2024 | 85% | 100% | 222,907 | 87% of target; paid Feb 2025 |
- 2023 achievements cited for Dr. Rangwala included advancing design, FDA alignment, initiation and enrollment for three Phase 3 trials, plus initiating a new Phase 2 MF monotherapy trial and strengthening regulatory and external stakeholder strategies .
- Annual bonus program is capped at 200% of target and tied to pre-established quantitative/qualitative corporate goals .
PSU Awards (Performance Stock Units)
| Grant | Target Shares (#) | Key Metrics | Vesting Mechanics | Earned / Status |
|---|---|---|---|---|
| 2023 PSUs | 1,889 | Clinical milestones; revenue or TSR objectives | 0–200% payout (executive team); clinical milestone tranches vest upon specified events; TSR vests at 25th/50th/75th percentile for 50%/100%/150% of target | 944 shares earned for first clinical milestone (first patient dosed in Phase 3 MF); shares vested on Feb 28, 2024 |
| 2024 PSUs | 5,684 | TSR percentile (25th/50th/75th → 50%/100%/150%) and revenue/clinical goals | 0–150% payout; 3-year and milestone-based structures | Outstanding as of 12/31/2024; threshold values disclosed in outstanding awards table |
- TSR percentile design: Threshold 25th (50% vesting), Target 50th (100%), Maximum 75th (150%), calibrated to industry norms .
- PSUs for NEOs explicitly include clinical development and revenue/TSR objectives to strengthen pay-for-performance alignment .
RSU Awards (Time-Based)
| Grant | Shares (#) | Vesting Schedule | Status / Notes |
|---|---|---|---|
| 2022 RSUs (inducement) | Included in outstanding 2,166 unvested | Equal annual installments over 4 years beginning first anniversary of employment date | As of 12/31/2024, 2,166 unvested units ($21,963 value at $10.14) |
| 2023 RSUs | 4,444 | Equal annual installments over 3 years beginning first anniversary of grant date | Outstanding as of 12/31/2024 |
| 2024 RSUs | 13,263 | Equal annual installments over 3 years beginning first anniversary of grant date | Outstanding as of 12/31/2024 |
Option Awards
| Grant Date | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Vesting |
|---|---|---|---|---|---|
| 4/29/2022 | 4,443 | 2,223 | 91.50 | 4/28/2032 | 25% at 1-year, remainder monthly over next 36 months |
- All options have 10-year terms; strike equals FMV at grant; options were out-of-the-money vs $10.14 close on 12/31/2024 .
Equity Ownership & Alignment
| Date | Shares Beneficially Owned (#) | % of Outstanding | Shares Outstanding Basis |
|---|---|---|---|
| Mar 29, 2024 | 103,678 | <1% | 116,434,177 |
| Nov 30, 2024 | 113,556 | <1% | 126,149,052 |
| Apr 10, 2025 | 12,264 | 1.09% indicator shows “* <1%” in table footnote; percent column lists “*” | 8,570,177 |
Outstanding equity awards (as of Dec 31, 2024):
- Unvested RSUs: 2,166 units, market value $21,963 at $10.14 close .
- Unvested PSUs (threshold counts): 1,889 (2023; $19,154 value), 2,842 (2024; $28,818 value) .
- Options: 4,443 exercisable; 2,223 unexercisable at $91.50 strike, expiring 4/28/2032 .
Policies affecting alignment and trading:
- Insider Trading Policy prohibits hedging, short sales, derivative transactions, margin purchases, and pledging; limited exception for non‑margin pledges requires CFO approval and Audit Committee review for directors/executives . “No hedging or pledging” highlighted in compensation program practices; no tax gross‑ups; no repricing without shareholder approval .
- Regular and event-driven blackout windows restrict trading around earnings and significant corporate news .
Stock ownership guidelines: Not disclosed in proxy; no compliance status provided .
Employment Terms
- Employment status: At-will; termination benefits provided under executive arrangements with release conditions .
- Severance economics (estimated as of Dec 31, 2023 scenario):
- Termination without cause/good reason (no CIC): Salary $545,900; health/dental $12,701; total $558,601 .
- Termination without cause/good reason within 12 months post-CIC: Salary $545,900; bonus $218,360; RSU vesting $123,899; PSU conversion/vesting $49,300; health/dental $12,701; total $950,160; equity follows double-trigger acceleration if not assumed or with qualifying termination .
- Clawback: Effective Oct 2, 2023, company will recover incentive comp after material restatement per SEC/Nasdaq rules (3-year lookback) .
- Benefits/perquisites: Executive officers participate in standard employee plans; minimal perquisites and no tax gross-ups; no defined benefit pension or non-qualified deferred compensation plans offered .
Performance & Track Record
- 2023: Led trial design, FDA alignment, program initiation and enrollment for three pivotal Phase 3 trials; advanced preclinical/real-world evidence and regulatory strategies; contributed to stakeholder relationships—supporting high corporate goal achievement and 97% bonus payout vs target .
- 2025 updates: Presented blinded Phase 3 MF safety data suggesting potentially favorable anemia profiles versus historical ruxolitinib; discussed disease modification hypotheses and trial enrollment strategies for SENTRY/SENTRY-2; endometrial and myeloma Phase 3 timelines guided to 2026 top-line readouts, indicating disciplined clinical execution cadence .
Compensation Committee & Benchmarking
- Compensation Committee: Dr. Deepika Pakianathan (Chair), Barry Greene, Christy Oliger; five meetings in 2024; independent compensation consultants engaged (Compensia through April 27, 2024; Alpine Rewards from April 28, 2024) .
- Peer group: Established August 2023—20 U.S. biotech/pharma firms, oncology-focused, commercial stage, revenue < $500M, market cap $80M–$975M; used as competitive reference rather than strict percentile targeting .
- Program design emphasizes variable pay and long-term incentives with minimum one-year vesting and double-trigger for CIC; no hedging/pledging or repricing; clawback in place .
Investment Implications
- Pay-for-performance alignment is credible: PSU metrics explicitly tie vesting to TSR percentile, revenue, and clinical milestones, with documented milestone attainment (944 PSUs earned) and structured 0–150%/200% payout curves—creating clear line of sight between trial execution and realized compensation .
- Near-term selling pressure risk is modestly elevated from multi-year RSU vesting cycles (2023: 4,444; 2024: 13,263) and blackout windows around earnings; options are significantly out-of-the-money at $91.50 strike versus $10.14 year-end close, reducing option-driven sales incentives .
- Retention risk mitigated by January 2025 retention grants targeted to critical trial milestones and double-trigger CIC provisions; absence of tax gross-ups and robust clawback/insider policies improve governance quality .
- Execution track record in 2023–2025 across MF, endometrial cancer, and myeloma supports value-creation potential tied to Phase 3 readouts; bonus outcomes (87%–97% of target) reflect measurable corporate progress without excessive discretion .