Zhen Su
Karyopharm TherapeuticsAbout Zhen Su
Independent director of Karyopharm Therapeutics since August 2023; age 48. CEO of Marengo Therapeutics since July 2021; previously SVP and U.S. & Global Head of Oncology Business Franchise at Merck KGaA (2019–May/July 2021) and CMO of EMD Serono (2017–2019). Education: M.D. (Technical University of Dresden), M.B.A. (University of Toronto). Board biography emphasizes 20+ years in oncology/urology/immuno-oncology across academia and pharma; nominated for re‑election as Class III director through 2028 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck KGaA | SVP, Global Head of Oncology Business Franchise | 2019–May 2021 | Led global oncology franchise |
| Merck KGaA | SVP, U.S. & Global Head of Oncology Business Franchise | Jul 2020–Jul 2021 | U.S. and global oncology leadership |
| EMD Serono | Chief Medical Officer | 2017–2019 | Clinical/medical leadership |
| Sanofi Oncology | Leadership roles | Not specified | Oncology leadership |
| GSK | Leadership roles | Not specified | Biopharma leadership |
| Duke University Medical School | Faculty; led early oncology studies (mRNA/cell-based immunotherapy) | Not specified | Early clinical studies lead |
| University of Florida | Director, Cell and Gene Therapy program | Not specified | Program leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Marengo Therapeutics | Chief Executive Officer; Director | CEO since Jul 2021; Director since Jul 2021 | Clinical-stage biotech |
| CytomX Therapeutics (public) | Director | Since Mar 2024 | Biopharmaceutical company |
| Galvanize Therapeutics | Director | Since Jul 2024 | Biomedical platform company |
Board Governance
- Independence: Board determined all directors except the CEO (Paulson) are independent under Nasdaq rules; Dr. Su is independent .
- Committees: Member, Commercialization and Portfolio Committee (chair: Christy Oliger) .
- Attendance: Board met 8 times in 2024; each incumbent director attended ≥75% of aggregate Board/committee meetings during their service period .
- Board leadership: Barry E. Greene serves as Lead Independent Director; presides over executive sessions and liaises with management .
Fixed Compensation
| Component | Policy (2024) | Dr. Su – 2024 Actual |
|---|---|---|
| Board annual cash retainer | $50,000 | $60,000 (includes $10,000 committee membership fee) |
| Committee chair fee | $20,000 (per committee) | N/A (not a chair) |
| Committee member fee | $10,000 (per committee) | $10,000 (Commercialization & Portfolio Committee) |
| Meeting fees | None disclosed | None disclosed |
Notes: Limits on director compensation under the 2022 Plan: $750,000/year (incumbent) or $1,000,000 initial year; exceptions require Board approval without the recipient participating .
Performance Compensation
| Equity Award | Grant details | Quantity/Value | Vesting/Terms |
|---|---|---|---|
| Annual stock option (pro‑rated for new director) | Granted May 29, 2024 | 3,372 options; grant-date fair value $33,782 | Vests in full on first anniversary of grant; 10-year term; exercise price = FMV at grant |
| Outstanding options (balance sheet) | As of Dec 31, 2024 | 7,905 options outstanding | Option awards have 10-year expiry; FMV exercise price; standard time-based vesting |
Plan features relevant to director equity:
- No repricing without stockholder approval; no evergreen; minimum 1-year vesting with limited exceptions; clawback policy applies to award holders; no dividends on unvested awards .
- Double-trigger change-in-control acceleration (awards vest upon qualifying termination within one year post‑CIC) .
Other Directorships & Interlocks
| Company | Sector overlap with KPTI | Potential interlocks/conflicts |
|---|---|---|
| CytomX Therapeutics | Oncology/biopharma (overlaps Karyopharm’s oncology focus) | No related-party transactions disclosed in proxy; independence affirmed |
| Galvanize Therapeutics | Biomedical platform | No related-party transactions disclosed |
| Marengo Therapeutics | Clinical-stage oncology/immunology | CEO role raises time-commitment considerations; no related-party transactions disclosed |
Board policy on outside boards: CEOs of public companies limited to two other public boards; other directors limited to five public boards (Karyopharm guideline) .
Expertise & Qualifications
- Clinical and medical leadership in oncology, urology, immuno‑oncology across Merck KGaA, EMD Serono, Sanofi, GSK .
- Academic credentials and trial leadership (Duke; University of Florida cell/gene therapy program) .
- Education: M.D. (Technical University of Dresden); M.B.A. (University of Toronto) .
- Strategic commercialization and portfolio guidance via Commercialization & Portfolio Committee .
Equity Ownership
| Measure | Amount | As-of date |
|---|---|---|
| Beneficial ownership (% of shares outstanding) | <1% | Apr 10, 2025 |
| Beneficially owned (breakdown) | 5,780 shares via options exercisable within 60 days (no direct common shares reported) | Apr 10, 2025 |
| Outstanding options (total) | 7,905 options outstanding | Dec 31, 2024 |
| Shares pledged/hedging | Company prohibits hedging and pledging absent approval; no pledging by Dr. Su disclosed |
Governance Assessment
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Strengths: Independent director with deep oncology expertise; active on Commercialization & Portfolio Committee; attendance ≥75% indicates engagement; robust equity plan governance (no repricing; minimum vesting; clawback; double-trigger CIC) .
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Alignment: 2024 compensation mix emphasizes equity options alongside cash retainer; pro‑rated option grant and outstanding options support long‑term alignment, though current beneficial ownership is modest (<1%) .
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Watch items (potential RED FLAGS): Multiple external commitments (CEO at Marengo; boards at CytomX and Galvanize) may create time‑allocation risk; sector overlap with oncology peers could represent potential informational conflicts, though no related‑party transactions are disclosed and independence is affirmed . No Form 4 insider trading data available in tool results to assess recent trading behavior [List: Form 4 none].
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Director compensation policy changes: Equity option grants for non‑employee directors increased in March 2024 (annual from 2,266 to 4,600; initial from 4,533 to 9,200), signaling greater equity emphasis for director alignment .
Insider trades: No Form 4 filings were found for KPTI during the search, so recent insider transaction details for Dr. Su were not available in tool results (searched Form 4 catalog) [ListDocuments: Form 4 none].