Joseph Shulman
RHYTHM PHARMACEUTICALSAbout Joseph Shulman
Chief Technical Officer at Rhythm Pharmaceuticals since February 2022; previously Senior Vice President, Technical Operations (joined July 2020). He oversees CMC, clinical/commercial supply chains, GMP/GDP QA/QC, and program management. Education: MBA (Boston University) and B.S. Chemical Engineering (Miami University) . Company performance context during his tenure: 2024 net product revenues were $130.1 million; corporate bonus achievement was 135% of target for 2024, and pay-versus-performance emphasizes total revenues, TSR, and cash used in operations . Rhythm’s cumulative shareholder return (value of initial fixed $100) was 188.27 in 2024; net income reported was (260,602) for 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rhythm Pharmaceuticals | SVP, Technical Operations | Jul 2020–Feb 2022 | Built/led CMC and supply chain; progressed technical operations pre- and post-commercialization |
| Ra Pharmaceuticals (acquired by UCB) | SVP, Technical Operations | Jul 2019–Jul 2020 | Led technical operations during acquisition integration and portfolio transition |
| Novelion Therapeutics | SVP, Global Technical Operations | Sep 2014–Jul 2019 | Ran global technical ops across rare disease therapeutics |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external board roles disclosed in proxy biography |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Annualized Base Salary ($) | 452,400 |
| Target Bonus (% of Base) | 45% |
| Target Bonus ($) | 203,580 |
| Actual Bonus Paid ($) | 272,000 |
Summary Compensation (Multi-Year)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 449,054 | 971,042 | 1,704,254 | 272,000 | 13,800 | 3,410,150 |
| 2023 | 430,192 | 430,763 | 632,432 | 226,000 | 21,081 | 1,740,468 |
| 2022 | 410,000 | 72,250 | 269,663 | 186,000 | 12,200 | 950,113 |
Performance Compensation
Annual Bonus Design and 2024 Outcomes
| Component | Metric Category | Weighting | Target | Actual/Result | Payout Basis |
|---|---|---|---|---|---|
| Corporate Goals | Commercial growth; clinical/regulatory milestones; infrastructure; genetic ID programs | 70% | 100% | 135% of target | Board and Committee determination |
| Individual Goals | Executive-specific objectives | 30% | — | Average modifier 146% (individual outcomes not disclosed) | Committee discretion |
2024 Equity Grants (Time-Based)
| Award Type | Quantity | Vesting | Notes |
|---|---|---|---|
| Stock Options (Feb 16, 2024) | 50,250 | 16 equal quarterly installments | Exercise price $49.23; 02/16/2034 expiry |
| RSUs (Feb 16, 2024) | 16,500 | 4 equal annual installments | Time-based; subject to service |
2024 Performance Stock Units (PSUs)
| Grant Date | Target PSUs | Performance Window | Payout Range | Metric Categories |
|---|---|---|---|---|
| Apr 2024 | 40,000 | Through Dec 31, 2026 (committee determination thereafter) | 0%–140% of target | Financial, commercial, clinical milestones |
Note: Committee deferred finalization of 2025/2026 Net Product Revenue milestones; portions deemed granted in Feb 2025 and upon 2026 milestone establishment under ASC 718 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 28, 2025) | 80,399 shares; less than 1% of Common Stock |
| Shares Outstanding | 63,597,942 Common; 150,000 Convertible Preferred |
| Stock Ownership Policy | 1x annual base salary for executive officers; 5 years to comply; all participants already in compliance at Dec 2024 adoption |
| Anti-Hedging / Anti-Pledging | Hedging and pledging prohibited under Global Insider Trading Policy |
| Pledged Shares | None of the reported shares pledged |
Outstanding Equity Awards at 2024 Fiscal Year-End (Selected Detail)
| Award | Grant Date | Exercisable (Options #) | Unexercisable (Options #) | Exercise Price ($) | Expiration | Unvested RSUs (#) | RSUs Market Value ($) | PSUs (#) | PSUs Market Value ($) |
|---|---|---|---|---|---|---|---|---|---|
| Stock Options | 02/11/2021 | 35,156 | 2,344 | 30.66 | 02/10/2031 | — | — | — | — |
| Stock Options | 02/09/2022 | — | 19,922 | 6.80 | 02/08/2032 | — | — | — | — |
| Stock Options | 02/01/2023 | 4,188 | 18,844 | 27.35 | 02/01/2033 | — | — | — | — |
| Stock Options | 02/16/2024 | 9,421 | 40,829 | 49.23 | 02/16/2034 | — | — | — | — |
| RSUs | 02/11/2021 | — | — | — | — | 1,562 | 87,441 | — | — |
| RSUs | 02/09/2022 | — | — | — | — | 5,312 | 297,366 | — | — |
| RSUs | 02/01/2023 | — | — | — | — | 11,812 | 661,236 | — | — |
| RSUs | 02/16/2024 | — | — | — | — | 16,500 | 923,670 | — | — |
| PSUs | 04/26/2024 | — | — | — | — | — | — | 29,332 | 1,642,005 |
Vesting mechanics: options vest in 16 equal quarterly installments; RSUs in 4 equal annual installments; PSUs eligible to vest based on performance after period end (Dec 31, 2026) .
Option Exercises and Stock Vested in 2024 (Realized)
| Metric | Quantity/Value |
|---|---|
| Options Exercised (Shares) | 102,206 |
| Value Realized on Option Exercise ($) | 3,325,988 |
| Stock Awards Vested (Shares) | 41,906 |
| Value Realized on Stock Vesting ($) | 1,768,575 |
Employment Terms
| Element | Terms |
|---|---|
| Letter Agreement Date | Amended and restated offer letter dated July 28, 2023 (Chief Technical Officer) |
| Severance (No CIC) | 9 months continued base salary + up to 9 months healthcare reimbursement upon qualifying termination (without cause/for good reason) |
| Change-in-Control (Double-Trigger) | 12 months base salary + 100% of target bonus; up to 12 months healthcare; accelerated vesting of all unvested equity awards upon qualifying termination within CIC protection period |
| 280G “Best Pay” | Best-pay cutback: pay full or reduced to avoid excise tax, whichever yields greater after-tax amount |
| Clawback | Nasdaq Rule 10D-1 compliant clawback for erroneously awarded compensation upon accounting restatement |
| Tax Gross-Ups | No tax gross-ups for CIC payments |
Estimated Potential Payments (as of Dec 31, 2024)
| Scenario | Cash ($) | Equity Acceleration ($) | Healthcare ($) | Total ($) |
|---|---|---|---|---|
| Termination Without Cause / For Good Reason (No CIC) | 326,250 | 1,642,005 | 29,121 | 1,997,376 |
| Change in Control (No Termination) | — | 1,642,005 | — | 1,642,005 |
| Termination in Connection with a Change in Control | 609,000 | 5,465,990 | 38,828 | 6,113,818 |
Equity acceleration values calculated using $55.98 closing price on Dec 31, 2024; PSUs assumed at 100% vest upon CIC per award terms (or higher if milestones deemed probable) .
Investment Implications
- Alignment: High equity orientation (options, RSUs, PSUs) and ownership policy (1x salary) coupled with anti-hedging/anti-pledging enhances alignment; Shulman is in policy compliance and has no pledged shares .
- Retention/Change-in-Control: Modest severance outside CIC (9 months salary/benefits) but full acceleration of equity in CIC with double-trigger increases retention through strategic events and may create event-driven incentives .
- Selling Pressure: 2024 realized monetization (102,206 option shares exercised; $3.33M value realized) plus regular quarterly vesting could create periodic supply; monitor Form 4 activity around vest dates and 10b5-1 plans .
- Pay-for-Performance: 2024 corporate goals paid at 135% with PSUs tied to multi-year financial/commercial/clinical milestones (0–140% payout range), linking upside to execution of revenue and pipeline milestones as Rhythm scales (revenues $130.1M in 2024; TSR framework used in PVP) .