Sunil Karnawat
RezoluteAbout Sunil Karnawat
Rezolute appointed Sunil Karnawat, age 58, as Chief Commercial Officer effective August 18, 2025. He brings 25+ years in biopharma and devices, with VP roles at Cytokinetics (since 2024) and Ultragenyx (2017–2024), where he led key commercial functions for four ultra-rare disease launches including Crysvita. Education: MBA (Wharton), Ph.D. and M.S. (North Dakota State University), B.E. (College of Engineering Pune). Company-level performance context: Rezolute’s FY2025 net income was −$74.412M and the TSR index value was 31, reflecting the late-stage profile during his onboarding.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cytokinetics Pharmaceuticals | Vice President | 2024–2025 | Senior commercial leadership; details not further disclosed. |
| Ultragenyx Pharmaceuticals | Executive and VP roles | 2017–2024 | Led key commercial functions; launched four ultra-rare products including Crysvita (XLH and TIO indications). |
| Myriad Genetics | Led Market Access | Not disclosed | Led Market Access teams. |
| Vivus Pharmaceuticals | Led Market Access | Not disclosed | Led Market Access teams. |
| Novo Nordisk | Led Analytics and Commercial Operations | Not disclosed | Supported US launch of Victoza. |
| LifeScan (J&J) OneTouch | Field Sales Leader | Not disclosed | Field sales leadership for OneTouch glucose monitors. |
| Deloitte Consulting | Consultant | Not disclosed | Early career foundation. |
Fixed Compensation
| Item | Value | Effective Date | Notes |
|---|---|---|---|
| Base salary | $475,000 | Aug 18, 2025 | Per employment agreement. |
| Signing bonus | $65,000 | Aug 18, 2025 | Paid upon appointment. |
| Target annual bonus | 40% of base salary | 2025 | Subject to board-established performance metrics. |
Performance Compensation
| Incentive Type | Grant Date | Quantity | Exercise Price | Fair Value | Vesting | Expiration | Change-of-Control Treatment |
|---|---|---|---|---|---|---|---|
| Inducement Stock Options (Nasdaq 5635(c)(4)) | Aug 18, 2025 | 275,000 | $6.55/share | $1,300,000 | 25% on first anniversary; remaining 75% in 36 equal monthly installments from first anniversary, subject to continued employment. | Aug 2035 | All remaining options automatically vest if Company is acquired during his employment (single-trigger). |
| Restricted Stock Units | Aug 18, 2025 | 25,000 | — | Not disclosed | Vesting terms for Sunil’s RSUs not disclosed. | — | Not disclosed |
Note: The initial 8-K Item 5.02 disclosure referenced 270,000 options; the press release and proxy specify 275,000.
Equity Ownership & Alignment
| Item | Amount | As of Date | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 12,340 | Sep 22, 2025 | Includes direct and IRA/HSA holdings. |
| Ownership as % of shares outstanding | <1% | Sep 22, 2025 | Shares outstanding: 90,828,052. |
| Directly owned shares | 2,442 | Sep 22, 2025 | Direct holdings. |
| IRA and HSA shares | 9,898 | Sep 22, 2025 | Retirement and HSA accounts. |
| Options exercisable within 60 days | None disclosed in beneficial ownership | Sep 22, 2025 | Options vest start at first anniversary (Aug 18, 2026). |
| Hedging and pledging | Prohibited (short sales, options trading, hedging; pledging generally prohibited except limited pre-approval; no margin accounts). | Policy-level | Company insider trading policy. |
Employment Terms
| Provision | Terms | Source |
|---|---|---|
| Employment start date | August 18, 2025 | |
| Employment agreement | Karnawat Employment Agreement entered; customary confidentiality/IP; terminable per terms. | |
| Severance (no CoC; terminated without Cause or resigns for Good Reason) | 12 months salary; pro-rata bonus; 12 months health coverage; unvested options scheduled to vest over the subsequent 12 months become immediately exercisable; 6-month post-termination exercise window. | |
| Change-of-control severance | 18 months salary; pro-rata bonus; 18 months health coverage. | |
| Equity acceleration (M&A) | All remaining options automatically vest if Company is acquired during employment (single-trigger). | |
| Annual bonus metrics | Subject to board-established performance metrics; specifics not disclosed. | |
| Clawback | SEC/Nasdaq-compliant clawback for incentive-based comp; up to 3-year lookback; enforced without regard to fault; administered by Compensation Committee. | |
| Hedging/pledging policy | Prohibits short sales, options trading, hedging/monetization; pledging generally prohibited except limited pre-approval; no margin accounts. | |
| Related-party transactions | None disclosed for Karnawat under Item 404(a); no family relationships. |
Investment Implications
- Strong commercial execution pedigree aligns with Rezolute’s transition to commercialization (Ultragenyx launches including Crysvita; Novo Nordisk Victoza support), de-risking market entry for ersodetug.
- Equity-heavy inducement package with single-trigger option acceleration upon acquisition incentivizes near-term retention through key milestones but may create selling pressure starting August 2026 (25% cliff then monthly vesting).
- Cash compensation is moderate (base $475k, 40% target bonus, $65k sign-on) with bonus metrics set by the Board but not disclosed, limiting visibility into pay-for-performance alignment; company-wide clawback and hedging/pledging prohibitions strengthen governance.
- Current beneficial ownership is small (<1%), so alignment relies primarily on unvested equity and performance bonuses; severance provides standard protection (12–18 months depending on CoC), with limited acceleration outside CoC (12 months of scheduled option vesting).