Steven Paul
About Steven M. Paul, M.D.
Steven M. Paul, M.D. is age 74 and has served as a Class III director and Chairman of the Board at Rapport Therapeutics since December 2022; he is board-certified in psychiatry and neurology and recognized for deep neuroscience leadership, including 17 years at Eli Lilly as EVP, Science & Technology and President of Lilly Research Laboratories . He previously was CEO and then President of R&D/Chief Scientific Officer at Karuna Therapeutics (2018–2024), is a Venture Partner at Third Rock Ventures (since 2010), and holds BA, MS, and MD degrees from Tulane University . The Board determined he is independent under Nasdaq and SEC rules (all directors except the CEO and Dr. Huber), and he serves on the Science & Technology Committee while chairing the full Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eli Lilly and Company | EVP, Science & Technology; President, Lilly Research Laboratories | 17 years (dates not individually specified) | Led R&D strategy and operations |
| Karuna Therapeutics, Inc. | CEO & Chairman (Aug 2018–Jan 2023); CSO & President of R&D (Jan 2023–Jan 2024) | 2018–2024 | Executive leadership through clinical development; company acquired by BMS |
| Alnylam Pharmaceuticals, Inc. | Director | Sep 2010–Apr 2022 | Board service at leading RNAi company |
| Voyager Therapeutics, Inc. | Director | Sep 2014–Jun 2022 | Neuroscience-focused biotech governance |
| Karuna Therapeutics, Inc. | Director | Mar 2018–Mar 2024 | Governance during scaling and M&A |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Third Rock Ventures | Venture Partner | 2010–Present | Strategic company creation; TRV is a 22.21% RAPP holder |
| Foundation for the NIH | Chairman of the Board | Current (date not specified) | Philanthropic/industry science leadership |
| Sage Therapeutics, Inc. | Director | Sep 2011–Jun 2024 | CNS drug development oversight |
Board Governance
- Structure and leadership: Chairman of the Board; Board separates Chair and CEO roles to enhance oversight .
- Independence: Board deemed Dr. Paul independent; only Mr. Ceesay (CEO) and Dr. Huber are non-independent .
- Committees: Member, Science & Technology Committee; not listed on Audit, Compensation, or Nominating & Governance .
- Attendance and engagement:
- Board meetings in 2024: 5; all incumbent directors attended at least 75% of their meetings; non-employee directors held executive sessions at each regular board meeting .
- Science & Technology Committee met 5 times in 2024 .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual retainer (cash earned) | $28,795 | Cash fees for Board/committee service |
| Option awards (grant date fair value) | $642,446 | ASC 718 grant-date value; economic value depends on performance/stock price |
| Total | $671,241 | No other compensation reported |
Director compensation policy (adopted at IPO, June 2024):
| Role | Annual Cash Retainer (USD) |
|---|---|
| Non-employee Director (Board) | $40,000 |
| Audit Committee Chair | $15,000 |
| Audit Committee Member | $7,500 |
| Compensation Committee Chair | $10,000 |
| Compensation Committee Member | $5,000 |
| Nominating & Governance Chair | $8,000 |
| Nominating & Governance Member | $4,000 |
| Science & Technology Chair | $8,000 |
| Science & Technology Member | $4,000 |
Performance Compensation
Director equity is time-based; no disclosed performance metrics or PSU frameworks for directors.
Equity grant structure and vesting:
| Grant Type | Shares/Options | Vesting | Change-of-Control |
|---|---|---|---|
| Initial Director Option Grant | 29,756 options | 1/3 on 1st anniversary; remaining 2/3 monthly over next 24 months (3 years total) | Full acceleration upon sale of company |
| Annual Director Option Grant | 14,878 options | Vests in full on the earlier of 1st anniversary or next annual meeting | Full acceleration upon sale of company |
| Pro-rata Annual Grant | Pro-rated options | For off-cycle appointments; pro-rated vest | Full acceleration upon sale of company |
Outstanding awards (as of Dec 31, 2024):
| Award Type | Amount |
|---|---|
| Unvested restricted stock | 172,514 shares |
| Outstanding stock options | 166,394 shares subject to options |
Other Directorships & Interlocks
| Company/Entity | Relationship to RAPP | Potential Interlock/Conflict Consideration |
|---|---|---|
| Third Rock Ventures (TRV) | 22.21% beneficial owner of RAPP | Dr. Paul is a TRV Venture Partner; TRV-affiliated directors present; company has a related-party service agreement with TRV (fees: $1.2M in 2023; $0.1M in 2024, no markup) |
| Janssen/JJDC | License agreement; JJDC is a 5%+ holder; former director linked to JJDC | Milestone and royalty obligations under license may influence strategy |
- Related-party transactions policy adopted at IPO requires Audit Committee/Board approval for transactions over $120,000 involving insiders; assesses arm’s-length terms .
Expertise & Qualifications
- Neuroscience and CNS drug development expert; board-certified psychiatrist and neurologist .
- Senior R&D leadership at Eli Lilly; executive leadership at Karuna across scaling and M&A .
- Extensive public company board experience across leading biopharma innovators (Alnylam, Sage, Voyager, Karuna) .
- Academic and sector leadership via Foundation for NIH chair role .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Composition |
|---|---|---|---|
| Steven M. Paul, M.D. | 542,113 | 1.48% | 477,642 common (incl. unvested restricted); 64,471 options exercisable within 60 days |
- Hedging/pledging: Company policy prohibits short sales, derivatives/hedging, and pledging by directors, officers, and employees .
Governance Assessment
-
Strengths:
- Independent Chairman with deep CNS/R&D expertise; separation of Chair/CEO enhances oversight .
- Active Science & Technology Committee participation aligns with R&D-centric strategy; committee met 5 times in 2024 .
- Board-wide independence majority and executive sessions each regular meeting; attendance met minimum threshold .
- Robust policies: clawback policy (effective June 6, 2024) and strict anti-hedging/anti-pledging .
-
Alignment and incentives:
- Director pay is primarily equity via options with clear vesting; annual cash retainer is modest relative to equity grant values .
- Significant personal ownership (1.48%) supports alignment; includes unvested restricted stock and exercisable options .
-
Potential conflicts and monitoring:
- TRV ownership and relationships (service agreement, TRV-affiliated directors; Dr. Paul as Venture Partner) warrant continued oversight through the related-party policy and Audit Committee reviews; fees to TRV were modest in 2024 and unmarked-up .
- JJDC/Janssen license dependencies require monitoring of milestones and economics; ensure independent decision-making at Board level .
-
RED FLAGS to watch:
- Venture capital interlocks: Sustained large shareholder influence via TRV (22.21%) combined with multiple affiliations; ensure rigorous recusal and committee independence on transactions .
- No disclosed director stock ownership guidelines; absence may reduce formal expectations for director skin-in-the-game despite Paul’s notable ownership .