Steve Closter
Syndax PharmaceuticalsAbout Steve Closter
Steve Closter, age 56, has served as Syndax’s Chief Commercial Officer since March 2024, bringing 30+ years of biopharma commercial leadership across launch, marketing, sales, and market access . He holds a B.S. in Business from Cornell University and an M.B.A. from NYU Stern . For 2024, the Compensation Committee assessed corporate performance at 105%, driven by U.S. launches, pivotal data, and commercial revenue overachievement, with Closter achieving 100% of his individual objectives; the program’s most important pay-performance measures were stock price and first-year sales of Revuforj .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sunovion Pharmaceuticals (consolidated into Sumitomo Pharma America) | Vice President, Brand Strategy and Launch Excellence | 2018–2024 | Led global pre-commercialization, launch, marketing, sales, and market access across neurology, psychiatry, and primary care . |
| Forest Laboratories → Allergan | Vice President, Marketing | ~20 years | Led marketing across oncology, anti-infectives (hospital), CNS, cardiovascular, and other therapeutic areas . |
| Dura Pharmaceuticals | Sales management roles | ~6 years | Progressive sales leadership; foundation for later senior commercial roles . |
External Roles
- None disclosed (employment agreement permits up to two external board/advisor roles with approval; no current appointments listed) .
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Base Salary ($) | $460,000 | $485,300 (effective Jan 1, 2025) | Established by employment agreement and Board-approved adjustments . |
| Target Bonus (% of base) | 45% | 45% | Prorated for 2024 starting March 18, 2024; payable by Feb 15 following bonus year if earned . |
| Actual Bonus Paid ($) | $214,763 | — | 2024 payout based on 105% corporate performance and 100% individual goals . |
| All Other Compensation ($) | $10,000 | — | Employer 401(k) match (200% of contribution up to $10,000/year) . |
Performance Compensation
Annual Incentive Plan Structure (2024)
| Metric | Weighting | Target Definition | Actual | Payout ($) | Vesting/Payment |
|---|---|---|---|---|---|
| Corporate performance (aggregate) | 75% | Pre-set milestone targets across programs/org. development | 105% | $163,013 | Cash paid on/before Feb 15 following year if earned . |
| Individual performance | 25% | Role-specific objectives | 100% | $51,750 | Cash paid on/before Feb 15 following year if earned . |
Corporate performance measures and weights:
- Menin inhibitor program: 60% (commercial and R&D milestones including Revuforj launch and revenue) .
- Axatilimab program: 20% (FDA approval, enrollment progress) .
- Organizational development: 20% .
Equity-Based Incentives (New Hire March 2024)
| Award Type | Grant Date | Shares/Units | Strike/Price | Expiration | Vesting Schedule | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|---|
| Stock Options | 3/18/2024 | 150,000 | $21.92/sh | 3/18/2034 | 25% on 3/18/2025; remaining 75% in equal monthly installments over 36 months thereafter, subject to continuous service | $2,222,927 (aggregate 2024 option awards value as reported) . |
| RSUs (sign-on) | 3/18/2024 | 9,000 | — | — | 1/3 annually on each grant anniversary over 3 years, subject to service | Included in 2024 stock awards ($745,280 total for Closter across stock awards) . |
| PRSUs (performance) | 3/18/2024 | 25,000 | — | — | One-third vests upon achievement of a specified performance goal tied to Revuforj’s commercial launch; remaining two tranches vest on first and second anniversaries of goal achievement, subject to service . | Included in 2024 stock awards ($745,280 total for Closter across stock awards) . |
Additional equity policy/governance:
- Options granted at or above fair market value; timing not coordinated with MNPI; fixed-number options practice .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of 3/7/2025) | 72,670 shares; less than 1% of outstanding shares (86,317,922) . |
| Outstanding equity at FYE 2024 | Options: 0 exercisable, 150,000 unexercisable (strike $21.92, exp. 3/18/2034); RSUs: 9,000 unvested; PRSUs: 25,000 unearned . |
| Hedging/Pledging | Prohibited for officers and directors; no pledging or short sales allowed . |
| Ownership guidelines | Not disclosed for executives in the proxy; director equity program described separately . |
Employment Terms
| Provision | Non-CIC Termination | CIC Termination |
|---|---|---|
| Employment status | At-will | At-will |
| Severance cash | 9 months base salary | 18 months base salary + 100% of greater of 3-year average target bonus or current target bonus . |
| Health benefits | Up to 9 months COBRA premium payments (or taxable cash equivalent if needed) | Up to 18 months COBRA premium payments (or taxable cash equivalent if needed) . |
| Equity acceleration | Acceleration of portion that would vest within 12 months post-termination; options exercisability window extended up to 12 months (not beyond original term) . | Full acceleration of unvested options and lapse of repurchase rights on other equity; options exercisability window extended up to 12 months (not beyond original term) . |
| 280G treatment | Best-net alternative: full or cutback to avoid excise tax; no excise tax gross-up . | |
| Release requirement | Severance contingent on timely execution and non-revocation of release; payment timing aligned with Section 409A . | |
| Arbitration | Final, binding arbitration under JAMS rules; NY law and courts for injunctive relief/judicial review as allowed . |
Estimated potential payments (as of 12/31/2024):
| Scenario | Cash Severance ($) | Long-Term Incentives ($) | Health Care Continuation ($) | Total ($) |
|---|---|---|---|---|
| CIC termination | 1,000,500 | 2,797,397 | 47,438 | 3,845,334 |
| Non-CIC termination | 345,000 | 882,507 | 23,719 | 1,251,226 |
Performance & Track Record
- 2024 corporate performance scored at 105%, reflecting: Revuforj U.S. launch (Nov 2024) after FDA approval (Nov 15, 2024), positive NPM1 pivotal data in Nov 2024, and revenue exceeding internal projections; axatilimab FDA approval (Aug 14, 2024) with IPF trial enrollment progress; and completion of a $350M royalty funding with Royalty Pharma .
- Closter’s 2024 highlights: deployed field-based customer-facing team, leveraged co-promotion experience to engage Incyte pre-Niktimvo launch, and contributed externally with investors and key stakeholders .
Compensation Committee & Governance
- Compensation Committee members: Keith A. Katkin (Chair), Pierre Legault, Dennis G. Podlesak; all independent under Nasdaq standards .
- Consultant: Aon Human Capital Solutions engaged in 2024 for executive and Board equity program and peer equity trends .
- Governance practices: pay-for-performance, balanced metrics, bonus caps/fixed equity grants, clawback policy compliant with Rule 10D-1/Nasdaq 5608, double-trigger CIC vesting; prohibitions on hedging/pledging/short sales; no perquisites; no excise tax gross-ups .
Risk Indicators & Red Flags
- Positive: Clawback policy, double-trigger CIC equity vesting, hedging/pledging prohibitions, no perquisites, no excise tax gross-ups, related-party transaction policy with no RPTs since Jan 1, 2024 (other than compensation arrangements) .
- Potential selling pressure: Scheduled vesting events (options 25% at 3/18/2025; monthly thereafter; RSUs annual tranches; PRSUs upon launch performance achievement) can create Form 4 activity around anniversaries, subject to trading windows and policy .
Investment Implications
- Alignment: Closter’s pay mix heavily at-risk via PRSUs tied to Revuforj’s commercial performance and sizable new-hire options, directly linking compensation to product launch success and stock performance .
- Retention: Non-CIC severance (9 months base + partial equity acceleration) and CIC protection (18 months base + bonus + full acceleration) reduce transition risk but add cost in change-of-control scenarios; absence of gross-ups is shareholder-friendly .
- Trading signals: Monitor vesting calendars (March 18 anniversaries and monthly option vesting) for potential insider activity; hedging/pledging is prohibited, and clawback applies to incentive pay tied to financial reporting measures .
- Execution: 2024 achievements and 100% individual goal attainment suggest effective commercialization leadership; continued sales traction for Revuforj and lifecycle execution for axatilimab remain key drivers of incentive outcomes and equity value realization .