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Reshma Rangwala

Executive Vice President, Chief Medical Officer and Head of Research at Karyopharm TherapeuticsKaryopharm Therapeutics
Executive

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

OrganizationRoleYearsStrategic Impact
Aravive, Inc.Chief Medical OfficerSep 2020 – Apr 2022Led oncology development; prepared for clinical advancement as CMO
Genmab Inc.Vice President, Medical2017 – Jul 2020Advanced global clinical programs; medical leadership in oncology biologics
Merck & Co.Executive Clinical Director2012 – 2017Directed clinical development; contributed to major oncology portfolios

External Roles

None disclosed for Dr. Rangwala (no public company directorships listed) .

Fixed Compensation

YearBase Salary ($)Target Bonus %Target Bonus ($)Notes
2023545,90040%218,360Target % set for NEOs; company goal achievement 95%
2024567,73645%255,481Merit increase; 2025 cycle had no increases to preserve cash

Performance Compensation

Annual Performance-Based Cash Incentive

YearCompany Goal AchievementIndividual Goal AchievementPayout ($)Payout vs Target
202395%105%210,71797% of target; paid Feb 2024
202485%100%222,90787% 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)

GrantTarget Shares (#)Key MetricsVesting MechanicsEarned / Status
2023 PSUs1,889Clinical milestones; revenue or TSR objectives0–200% payout (executive team); clinical milestone tranches vest upon specified events; TSR vests at 25th/50th/75th percentile for 50%/100%/150% of target944 shares earned for first clinical milestone (first patient dosed in Phase 3 MF); shares vested on Feb 28, 2024
2024 PSUs5,684TSR percentile (25th/50th/75th → 50%/100%/150%) and revenue/clinical goals0–150% payout; 3-year and milestone-based structuresOutstanding 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)

GrantShares (#)Vesting ScheduleStatus / Notes
2022 RSUs (inducement)Included in outstanding 2,166 unvestedEqual annual installments over 4 years beginning first anniversary of employment dateAs of 12/31/2024, 2,166 unvested units ($21,963 value at $10.14)
2023 RSUs4,444Equal annual installments over 3 years beginning first anniversary of grant dateOutstanding as of 12/31/2024
2024 RSUs13,263Equal annual installments over 3 years beginning first anniversary of grant dateOutstanding as of 12/31/2024

Option Awards

Grant DateExercisable (#)Unexercisable (#)Strike ($)ExpirationVesting
4/29/20224,4432,22391.504/28/203225% 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

DateShares Beneficially Owned (#)% of OutstandingShares Outstanding Basis
Mar 29, 2024103,678<1%116,434,177
Nov 30, 2024113,556<1%126,149,052
Apr 10, 202512,2641.09% 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 .