Keith Katkin
Syndax PharmaceuticalsAbout Keith A. Katkin
Keith A. Katkin (age 53) is a Class III independent director at Syndax Pharmaceuticals, serving since March 2017; he is an audit committee financial expert, chairs the Compensation Committee, and sits on the Audit, Nominating & Corporate Governance, and Science & Technology committees . He holds an MBA from UCLA Anderson, a BS in Business and Accounting from Indiana University, and is a licensed CPA; prior roles span CEO/President positions in biopharma and senior commercial leadership at major pharma companies . The Board determined all directors except the CEO are independent under Nasdaq and SEC rules, including Mr. Katkin .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Urovant Sciences Ltd. | Chief Executive Officer; Director | Sep 2017–Mar 2020 | Led the company during commercialization phase |
| Avanir Pharmaceuticals, Inc. | President & Chief Executive Officer; SVP Sales & Marketing | Mar 2007–Jan 2016; SVP since Jul 2005 | Led sale to Otsuka; oversaw Nuedexta approval and commercial scale-up |
| Peninsula Pharmaceuticals, Inc. | Vice President, Commercial Development | Pre-IPO through sale to J&J | Key role in IPO and sale to Johnson & Johnson |
| InterMune; Amgen; Abbott Laboratories | Various leadership roles | Prior career | Commercial and operating leadership at large-cap pharma |
External Roles
| Company | Role | Tenure/Status | Notes |
|---|---|---|---|
| Eledon Pharmaceuticals, Inc. | Chairman; Director | Current | Public company directorship |
| Emergent BioSolutions, Inc. | Director | Current | Public company directorship |
Board Governance
- Independence: Board affirmed independence for all directors except the CEO; Katkin qualifies under Nasdaq/SEC standards .
- Committee assignments and chair roles:
- Compensation Committee: Chair; independent; oversees CEO and executive pay, equity plans, clawback policy, succession, human capital .
- Audit Committee: Member; designated audit committee financial expert; oversees financial reporting, controls, cybersecurity, related-party review .
- Nominating & Corporate Governance Committee: Member; oversees director selection, governance guidelines, independence/conflict reviews .
- Science & Technology Committee: Member; advises R&D portfolio and BD screening; chaired by Dr. Huber .
- Attendance and engagement:
- Board met 4 times in FY2024; no director attended fewer than 75% of meetings. Katkin missed one Nominating & Corporate Governance Committee meeting due to professional conflict; all directors attended the 2024 annual meeting .
- Independent directors held four executive sessions in FY2024; Board Chair presides .
- Board structure: Separate Chair (Dennis Podlesak) and CEO roles; Board reviews risk oversight across committees annually .
Fixed Compensation
| Component | FY2024 Amount (Katkin) | FY2025 Policy Reference |
|---|---|---|
| Annual base retainer (non-employee director) | Included in total cash | $50,000 (up from $45,644 in 2024) |
| Committee membership retainers | Included in total cash | Audit $12,500; Compensation $10,000; Science & Tech $10,000; Nominating & CG $7,500 |
| Committee chair retainers | Included in total cash | Audit $25,000; Compensation $20,000; Science & Tech $17,500; Nominating & CG $12,000 |
| Board Chair additional retainer | N/A for Katkin | $85,000 |
| Total fees earned (cash) – FY2024 | $128,433 | — |
Notes:
- Fees paid quarterly; travel expenses reimbursed; no meeting fees disclosed .
Performance Compensation
| Equity Type | Grant Date | Grant/Units (Katkin) | Grant-Date Fair Value | Vesting & Conditions |
|---|---|---|---|---|
| Deferred settlement RSUs (annual grant for non-Chair) | Feb 7, 2024 | 17,000 RSUs | $378,760 (FY2024 stock awards reported) | Vests on 1-year anniversary; delivery deferred until separation/death/disability/change-in-control |
| Stock options (new directors initial grant) | N/A (Katkin not newly appointed in 2024) | None in 2024 for non-employee directors (except Dr. Rizo) | — | New directors receive 35,000 options vesting monthly over 3 years |
- FY2024 director equity awards (all directors) were granted on the same date as executive grants and are time-based; no director performance metrics disclosed .
Other Directorships & Interlocks
- Current public company boards: Eledon (Chairman), Emergent BioSolutions (Director) .
- Compensation Committee interlocks: None reported; no cross-memberships with other issuers’ compensation committees or boards by Syndax executives that would create interlocks .
- Related party transactions: None since Jan 1, 2024 beyond ordinary compensation arrangements .
Expertise & Qualifications
- Financial and accounting expertise (CPA); designated audit committee financial expert .
- Deep biopharma operating experience (CEO/President, commercial leadership); M&A execution (led Avanir sale to Otsuka) .
- Graduate education (MBA, UCLA Anderson) and undergraduate in business/accounting (Indiana University) .
Equity Ownership
| Measure | As of | Amount | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | Mar 7, 2025 | 138,000 | <1% of shares outstanding; computed on 86,317,922 shares |
| Options outstanding (director, not all exercisable within 60 days) | Dec 31, 2024 | 73,000 options | Outstanding awards table (year-end) |
| Stock awards outstanding (deferred RSUs/RSUs) | Dec 31, 2024 | 65,000 stock awards | Outstanding awards table (year-end) |
| Hedging/pledging policy | Current | Prohibited for officers and non-employee directors (hedging, pledging, short sales) | Insider trading policy applies |
Insider Trades (Form 4)
| Date | Security/Type | Shares | Price | Notes |
|---|---|---|---|---|
| Feb 7, 2024 | RSU grant (Deferred RSUs) | 17,000 | $0.00 | Annual director grant; delivery deferred; beneficially owned after transaction: 65,000 shares |
| Oct 6, 2022 | Option exercise (M) | 9,117 | — | Under Rule 10b5-1 plan |
| Oct 6, 2022 | Option exercise (M) | 20,782 | — | Under Rule 10b5-1 plan |
Note: Additional Form 4 filings exist (e.g., filed May 19, 2025) and can be reviewed via the SEC/IR links for granular transaction details .
Governance Assessment
- Strengths:
- Independent status and multi-committee service, including as Compensation Committee Chair and audit committee financial expert, support board effectiveness and oversight of pay, controls, and R&D strategy .
- Attendance: only one committee meeting missed due to professional conflict; full attendance at annual meeting indicates engagement .
- No related-party transactions; explicit prohibition on hedging/pledging signals alignment with shareholder interests .
- Director equity delivered as deferred RSUs with delivery only upon separation/death/disability/change-in-control, reinforcing long-term alignment .
- Potential considerations:
- Workload across multiple committees (Compensation Chair; Audit; Nominating & CG; Science & Tech) requires continued vigilance to avoid overextension; however, 2024 committee cadence (Audit 8; others 4 each) and attendance suggest manageability .
- Say-on-pay support in 2024 (~75%) reflects moderate shareholder approval of NEO pay structure; while not director-specific, it frames broader compensation governance context for which Katkin, as Comp Chair, is accountable .
Board Governance Details (Committee Meeting Cadence FY2024)
| Committee | Meetings in 2024 |
|---|---|
| Audit | 8 |
| Compensation | 4 |
| Nominating & Corporate Governance | 4 |
| Science & Technology | 4 |
Director Compensation (FY2024 Summary)
| Name | Fees Earned (Cash) | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| Keith A. Katkin | $128,433 | $378,760 | $507,193 |
Director Equity Awards Outstanding (Year-End 2024)
| Name | Option Awards Outstanding | Stock Awards Outstanding |
|---|---|---|
| Keith A. Katkin | 73,000 | 65,000 |
Related Party, Liability & Indemnification
- Related party transactions: None since Jan 1, 2024 (other than compensation/termination/change-in-control arrangements) .
- Limitation on liability and indemnification agreements: Directors (including Katkin) have indemnification to fullest extent under Delaware law; D&O insurance in place .