UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 9, 2023, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Karyopharm Therapeutics Inc. (the “Company”) approved the grant of annual equity awards under the Company’s 2022 Equity Incentive Plan (the “2022 Plan”), effective as of February 28, 2023. The annual equity awards include 95,000 time-based restricted stock units (“RSUs”) and 80,000 target number of performance-based restricted stock units (“PSUs”) granted to Michael Mason, Executive Vice President, Chief Financial Officer and Treasurer. On February 10, 2023, the Board approved the grant of annual equity awards under the 2022 Plan to Richard Paulson, President and Chief Executive Officer, effective as of February 28, 2023. The equity awards granted to Mr. Paulson include 252,000 time-based RSUs and 252,000 target number of PSUs.
The total number of PSUs that may vest will range from 0 to a maximum of 200% of the target number of PSUs granted (the “Target Amount”) and will be determined according to the Company’s level of achievement of (i) a revenue objective, (ii) a milestone objective and (iii) a relative total shareholder return (“TSR”) objective, with each objective weighted 33%. The revenue objective is based on the Company’s total net revenue over a three-year period beginning on January 1, 2023 and ending on December 31, 2025. Achievement of threshold, target and maximum revenue levels will result in the vesting of 16 2/3%, 33 1/3% and 66 2/3%, respectively, of the Target Amount (subject to linear interpolation between levels). The milestone objective is based on the achievement of three clinical milestones. The achievement of one clinical milestone will result in the vesting of 16 2/3% of the Target Amount, the achievement of two clinical milestones will result in the vesting of 33 1/3% of the Target Amount and the achievement of three clinical milestones will result in the vesting of 66 2/3% of the Target Amount. None of the PSUs with respect to the clinical milestone objective may vest prior to the first anniversary of the grant date. The achievement of the relative TSR objective is based on the Company’s TSR relative to the TSR of the companies in the NASDAQ Biotechnology Index (“Relative TSR”) over a period beginning on the grant date of the PSU award and ending on December 31, 2025. Achievement of threshold, target and maximum levels based on the percentile ranking of the Company’s Relative TSR will result in the vesting of 16 2/3%, 33 1/3% and 66 2/3%, respectively, of the Target Amount (subject to linear interpolation between levels).
The foregoing summary of the terms of the PSUs is qualified in its entirety by reference to the form of Restricted Stock Unit Agreement (Performance Vested), a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description of Exhibit | |
| 10.1 | Form of Restricted Stock Unit Agreement (Performance Vested) under 2022 Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KARYOPHARM THERAPEUTICS INC. | ||||||
| Date: February 15, 2023 | By: | /s/ Michael Mano | ||||
| Michael Mano | ||||||
| Senior Vice President, General Counsel and Secretary | ||||||