Keith Goldan
Syndax PharmaceuticalsAbout Keith Goldan
Keith A. Goldan (age 54) has served as Syndax Pharmaceuticals’ Chief Financial Officer since June 2022. He holds a B.S. in Finance from the University of Maryland and an M.B.A. from The Wharton School, University of Pennsylvania . In 2024, corporate performance was assessed at 105% driven by Revuforj’s U.S. approval and launch, Niktimvo’s approval, exceeding internal commercial revenue projections, and a $350 million royalty funding agreement with Royalty Pharma tied to Niktimvo U.S. net sales . The annual incentive plan emphasized menin inhibitor and axatilimab milestones and organizational growth objectives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Optinose | Chief Financial Officer | Since Jan 2017 (prior to SNDX) | Built infrastructure to support U.S. launch of XHANCE |
| Fibrocell | Chief Financial Officer & SVP | Not disclosed | Led finance, accounting, IT, HR, corporate development |
| NuPathe; PuriCore plc; Biosyn | Chief Financial Officer | Not disclosed | CFO roles across early-to-commercial stage biopharma |
| ViroPharma; KPMG | Finance roles | Not disclosed | Corporate finance grounding and Big Four experience |
External Roles
No current public company directorships disclosed for Goldan; experience summary provided in executive officer biography .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 249,900 | 470,300 | 497,000 |
| Target Bonus (% of base) | 40% (2023 policy) | 40% | 45% |
| Actual Bonus Paid ($) | 186,750 | 196,350 | 229,241 |
Additional 2025 adjustments approved: base salary increased to $516,900; target bonus up to 45% of base .
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout/Value | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive (2024) | Corporate goals (menin program, axatilimab, org. dev.) | 75% | Set by Comp Committee (rigorous) | Corporate achievement 105% | $176,124 (corporate portion) | Cash, paid after year end |
| Annual Incentive (2024) | Individual goals | 25% | 25% of bonus opportunity | Achievement 95% (weighted 24%) | $53,117 (individual portion) | Cash |
| RSUs (Feb 7, 2024) | Time-based RSUs | — | 35,000 units | Time-based | Grant-date FV $779,800 | 1/3 annual over 3 years |
| PRSUs (Feb 7, 2024) | Revuforj 12-month revenue | — | 11,700 units | Performance-contingent | Grant-date FV $260,676 | 1/3 on goal achievement; 1/3 on 1st & 2nd anniversaries |
| Stock Options (Feb 7, 2024) | Options @ $22.28 | — | 70,000 options | — | Grant-date FV $1,047,416 | 1/48 monthly over 4 yrs; 10-year term |
Program design: 2024 mix introduced PRSUs to strengthen pay-for-performance; continued use of options and RSUs to align with long-term stock performance and retention .
Equity Ownership & Alignment
| Date | Common Shares Owned | Options Exercisable within 60 days | Options Unexercisable | RSUs Unvested | PRSUs Unvested | % of Shares Outstanding |
|---|---|---|---|---|---|---|
| Mar 8, 2024 | 51,373 | 144,167 | — | — | — | <1% (*) |
| Mar 7, 2025 | 94,523 | 231,885 | — | — | — | <1% (*) |
| Dec 31, 2024 (award detail) | — | 16,042 (exercisable) | 53,958 (unexercisable) | 35,000 RSUs | 11,700 PRSUs | — |
- Options exercise price/term: $22.28; expiration 02/07/2034; vest monthly over 4 years .
- PRSU metric: Revuforj revenue achieved over first 12 months post-launch; payout 90–100% based on performance; staged vesting after achievement .
- Hedging/pledging: Company policy prohibits hedging, pledging, short sales in Company securities .
Vesting Schedules and Insider Selling Pressure
- RSUs (2024): 1/3 annually over three years from grant date (time-based) .
- PRSUs (2024): 1/3 at performance achievement; 1/3 at first and second anniversaries thereafter .
- Options (2024): 1/48 monthly vest over 4 years; 10-year term; FMV strike .
- 2025 option grant: 110,500 options at $14.65; expiration 02/05/2035; standard vesting (company pattern is monthly over four years) .
Insider transactions (illustrative, not exhaustive):
- 07/31/2023: 862 shares via ESPP; post-transaction 3,490 shares .
- 01/31/2024: 1,183 shares via ESPP; post-transaction 4,673 shares .
- 02/07/2024: RSU award 35,000; PRSU award 11,700; option grant 70,000 @ $22.28 .
- 06/14/2024: Open-market purchase of 1,250 shares at $20.0298; post-transaction 52,623 shares .
- 02/05/2025: Option grant 110,500 @ $14.65 (10-year term) .
Employment Terms
| Provision | Base Terms |
|---|---|
| Employment start date | CFO since June 2022 |
| 2025 base salary & target bonus | $516,900 base; target bonus 45% |
| Non-CIC termination (without cause/for good reason) | Lump sum 9 months base; 9 months health benefits; accelerated vesting of options that would vest in next 12 months; options exercisable for up to 12 months post-termination |
| CIC “double-trigger” (within 3 months prior or 12 months post CIC) | Lump sum 18 months base + 18 months target bonus; 18 months health benefits; accelerated vesting of all equity; options exercisable for up to 12 months post-termination |
| Potential payments as of 12/31/2024 | CIC total $5,480,448; non-CIC total $2,401,655 |
| Clawback policy | Adopted Oct 2023; recoupment of incentive compensation upon accounting restatement; applies to current/former executive officers |
| Hedging/pledging | Prohibited for officers and directors |
| Confidentiality/IP/Non-solicit | Executed proprietary information and inventions assignment; non-solicitation obligations referenced |
| Change to bonus/severance definitions | Feb 26, 2024 amendment: target bonus threshold up to 45%; CIC benefits/severance periods 18 months |
Compensation Structure Analysis
- Year-over-year cash vs equity mix: 2024 total comp $2.824M with significant equity components (options $1.047M FV, stock awards $1.040M FV) and cash bonus $229k — consistent with at-risk pay design .
- Shift to PRSUs: Introduction of PRSUs in 2024 increases performance linkage versus prior reliance on options/RSUs .
- Governance protections: Double-trigger CIC vesting; clawback policy; prohibition on hedging/pledging; no excise tax gross-ups; fixed equity grants; capped bonuses .
Say-On-Pay & Shareholder Feedback
- 2024 say-on-pay approval: ~75% of shares (excluding broker non-votes and abstentions) voted in favor; ongoing shareholder engagement with holders representing ~65% outstanding in 2024–early 2025 .
- Board recommendation: Continued annual say-on-pay votes; executive program evolving with PRSUs added in 2024–2025 .
Compensation Peer Group (2024)
Peer set spans late clinical/commercial biopharma (market cap $500M–$7.5B, <750 employees, >$50M R&D), including AGIO, RCUS, EXEL, BBIO, BPMC, HALO, TGTX, etc. Used to benchmark base, bonus, and LTI values and practices; Aon served as independent advisor .
Equity Awards and Outstanding Positions (Year-End 2024)
| Instrument | Key Terms | As of 12/31/2024 |
|---|---|---|
| Options (Feb 7, 2024) | $22.28 strike; 10-year term; monthly vest over 4 years | 16,042 exercisable; 53,958 unexercisable |
| RSUs (Feb 7, 2024) | Time-based | 35,000 unvested |
| PRSUs (Feb 7, 2024) | Revuforj revenue metric | 11,700 unearned; staged vesting after achievement |
Performance & Track Record
- 2024 corporate overachievement (105%) driven by Revuforj approval/launch, positive NPM1 pivotal data, exceeding internal revenue projections; Niktimvo approval and IPF trial progress; internal BD and $350M Royalty Pharma funding .
- Annual incentive plan centered on menin inhibitor and axatilimab milestones and organizational growth, aligning management incentives with commercialization and clinical execution .
Investment Implications
- Alignment: Significant equity-based compensation (options, RSUs, PRSUs) plus double-trigger CIC and clawback policy indicate strong pay-for-performance and governance discipline .
- Retention risk: CIC benefits (18 months salary+bonus; accelerated vesting) and non-CIC severance (9 months salary; partial acceleration) provide protections but may create moderate retention leverage; overall equity vesting schedules staggered to retain talent .
- Trading signals: Modest insider purchases via ESPP and one open-market buy in 2024 (1,250 shares at ~$20.03) suggest confidence but are small in size; primary equity activity is annual awards rather than sales .