Richard Paulson

About Richard Paulson

Richard Paulson, M.B.A., age 57, is President and CEO of Karyopharm Therapeutics (since May 2021) and has served on Karyopharm’s Board since February 2020. He previously led Ipsen North America as EVP/CEO (2018–May 2021) and held senior oncology and general management roles at Amgen, Pfizer, and GlaxoWellcome; he holds an MBA from the University of Toronto and a commerce degree from the University of Saskatchewan . Under his tenure, Karyopharm’s total shareholder return (SEC “value of $100” measure) moved from 52.88 (2022) to 13.45 (2023) to 10.52 (2024), reflecting continued equity underperformance in a challenging period . Revenues declined modestly while EBITDA losses narrowed over 2022–2024, indicating incremental operating improvement amid flat topline.

*Values retrieved from S&P Global.

Past Roles

External Roles

Fixed Compensation

Performance Compensation

• Annual bonus (2024): CEO bonus based 100% on corporate goals; 85% achievement → $425,425 (85% of $500,240 target, at 65% of base) .
• 2024 Long-term equity mix: PSUs ~50% and RSUs ~50% of target LTI for the CEO; granted 29,520 RSUs and 29,520 PSUs (target) in February 2024 .
• PSU design (2024 grant): three equally-weighted objectives:
  • Revenue (3-year, 2024–2026), 0–150% payout; undisclosed thresholds until period end .
  • Clinical milestones (4-year): three events (second pivotal trial fully enrolled; second NDA/sNDA accepted; sNDA approved) → 50%/100%/150% of target; no vesting before year 1 .
  • Relative TSR vs NASDAQ Biotech Index (through 12/31/2026): 25th/50th/75th percentile → 50%/100%/150%; as of 12/31/2024 TSR component was below threshold .

• 2023 PSU progress: First clinical milestone (Phase 3 myelofibrosis first patient dosed) certified in Jan 2024; CEO earned 2,800 PSU shares for that milestone (vested Feb 28, 2024 due to 1-year vesting gate) .
• 2025 Retention Program: On Oct 7, 2025, Board approved RSUs vesting 12/31/2026: CEO 114,285 RSUs; also altered 2025 bonus timing to 90% of target paid as 50% in Oct 2025 and 50% in Apr 2026, subject to continued service and potential repayment upon certain terminations (company-wide retention ~$2.0M; performance-based ~$7.0M) .

Equity Ownership & Alignment

Breakdown: 32,373 shares owned; 61,245 options exercisable within 60 days; 519 RSUs vesting/settling within 60 days .

• Hedging/pledging: Company prohibits short sales, derivatives, and pledging; limited exception for pledging (non‑margin) requires CFO and, for directors/executives, Audit Committee approval .
• Ownership guidelines: Not disclosed in the proxy.
• Potential supply event: 114,285 retention RSUs scheduled to vest 12/31/2026 could create selling pressure absent pre-planned trading and retention .

Employment Terms

• Employment start: CEO since May 3, 2021; at-will; target annual bonus 65% of base .
• Severance (termination without cause or resignation for good reason, outside CIC): 18 months base salary; pro‑rated target bonus in a lump sum; COBRA premiums for up to 18 months; potential consulting arrangement with continued vesting of unvested equity .
• Change-in-control (CIC) severance (if terminated without cause/for good reason within 1 year post‑CIC): 18 months base salary; lump sum 150% of target bonus; COBRA premiums up to 18 months .
• Equity on CIC:
  • Options/RSUs: double-trigger acceleration (full vesting on qualifying termination within 1 year post‑CIC) .
  • PSUs: convert to time-vested RSUs at target for revenue and clinical components; TSR converts based on performance through day before closing at the deal price; resulting RSUs vest at end of original performance period or accelerate upon qualifying termination .
• Clawback: Dodd-Frank compliant policy adopted Oct 2, 2023; 3-year lookback on incentive comp upon accounting restatement .
• Tax gross-ups: None for severance/CIC .
• Non-compete/non-solicit/garden leave: Not disclosed in the proxy.

2024 Grants and Outstanding Equity (CEO)

• 2024 grants: 29,520 RSUs and 29,520 PSUs (target) . 2024 stock awards fair value: $854,604 (ASC 718); Monte Carlo used for TSR component .
• Selected outstanding awards as of 12/31/2024:
  • Unvested RSUs: 2,595 (2021 employment grant), 9,624 (2022), 11,200 (2023), 29,520 (2024); RSUs generally vest over 3 years (annual tranches) from grant date .
  • Unvested PSUs: 5,600 (2023 threshold), 14,760 (2024 threshold); PSUs vest on certified performance per design (with 1-year minimum) .
  • Options: legacy grants remain; options vest 25% at 1 year then monthly over 3 years; 10-year terms; strike prices disclosed in table .

Board Governance and Paulson’s Director Role

• Board service: Director since Feb 2020; CEO since May 2021 .
• Committees: Paulson is not on any Board committee; Audit, Compensation, and Nominating committees consist solely of independent directors .
• Independence: All directors except Paulson are independent under Nasdaq rules .
• Leadership structure: No Chairman; Barry E. Greene serves as Lead Independent Director (since 2015) with authority to set agendas with management, preside over executive sessions, and serve as liaison between independent directors and CEO .
• Attendance: In 2024, each incumbent director attended at least 75% of Board and assigned committee meetings .
• Director pay: Employee-directors (including Paulson) receive no additional director compensation .

Compensation Structure Analysis

• Mix and risk profile: CEO at-risk pay is high; ~62% of CEO pay designed as variable, performance-based (company statement of practice) with 2023–2024 shift to include PSUs for better pay-for-performance alignment .
• 2024 vs 2023: CEO base up 4% to $769,600 ; bonus at 85% of target ($425,425 vs $456,950 in 2023) ; stock award grant-date value lower in 2024 ($854,604 vs $1,201,200) .
• Option practices: No executive option repricing; 2024 employee option exchange required stockholder approval and excluded executives (governance-friendly) .
• Clawback and anti-hedging/pledging policies in effect (risk mitigation) .

Say-on-Pay, Peer Group, Consultants

• 2025 ballot includes advisory say-on-pay and say-on-frequency (Board recommends annual) .
• Compensation consultants: Compensia (through Apr 27, 2024) and Alpine Rewards (from Apr 28, 2024), both deemed independent .
• Peer framework: U.S. commercial-stage biotech/pharma with revenue < $500M, market cap $80M–$975M; oncology focus preferred .

Performance & Track Record

• Strategy and milestones: Company highlights focus on XPOVIO commercialization and advancing selinexor in myelofibrosis, endometrial cancer, and multiple myeloma; 2024–2025 goals emphasize pivotal trial execution and regulatory progress (also embedded in PSU metrics) .
• Pay vs performance (SEC CAP): CEO “compensation actually paid” was $1.65M (2024), $0.04M (2023), $1.56M (2022); TSR “$100” values: 10.52 (2024), 13.45 (2023), 52.88 (2022); net losses persisted but improved in 2024 vs 2023 .

Investment Implications

• Alignment: Strong governance (double-trigger CIC, clawback, no tax gross-ups, anti-hedging/pledging) and the use of PSUs with clinical, revenue, and TSR gates tie CEO equity to value creation and regulatory/commercial execution .
• Retention and potential supply: The 114,285 RSU retention grant vesting on 12/31/2026 creates a concentrated vesting event; monitor 10b5‑1 plans and any subsequent Form 4 activity for potential selling pressure into/after vest .
• Incentive milestones as trading signals: Achievements against PSU clinical milestones (pivotal trial enrollment, NDA/sNDA acceptance, approval) are material catalysts; partial attainment of 2023 clinical milestones already occurred (Feb 2024 vest) .
• Risk factors: TSR underperformance and flat revenues highlight execution risk; equity value is sensitive to clinical readouts and commercial traction for selinexor .
• Downside protection for CEO: 18 months salary and 150% of target bonus upon CIC termination could be viewed as market-standard; double-trigger equity mitigates “pay without performance” at deal close .