| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On December 1, 2023, Alicia Grande, the Chief Financial Officer (“CFO”) of Catalyst Pharmaceuticals, Inc. (the “Company”) informed the Company of her intent to retire as the Company’s CFO at the end of 2023. In her letter to the Company, Ms. Grande reported that her decision to retire as the Company’s CFO was not the result of any disagreements between Ms. Grande, on the one hand, and the Company, the Company’s management, or the Company’s Board of Directors, on the other hand, as to any matter relating to the Company’s operations, finances, policies, or practices. Ms. Grande will continue to serve as a consultant to the Company through December 31, 2024 in order to assist the Company in a smooth transition.
On December 4, 2023, the Company announced the appointment of Michael W. Kalb as the Company’s Executive Vice President and CFO, effective January 1, 2024. Mr. Kalb, age 53, has more than 30 years of experience in the pharmaceutical and financial service industries. Prior to joining the Company, (i) from May 2023 until December 2023, Mr. Kalb served as Chief Financial Officer of Impel Pharmaceuticals, a commercial-stage biopharmaceutical company developing therapies for people suffering from diseases with high unmet medical needs, (ii) from November 2022 to March 2023, Mr. Kalb served as Executive Vice President and Chief Financial officer of CinCor Pharma, Inc., a clinical stage biopharmaceutical company focused on developing treatments for cardiovascular diseases, and (iii) from June 2016 to June 2022, Mr. Kalb served as Senior Vice President and Chief Financial Officer of Amarin Corporation plc, a multinational biopharmaceutical company focused on the commercialization and development of therapeutics to improve cardiovascular health. Prior to that, Mr. Kalb served in several financial senior management positions at Taro Pharmaceutical Industries, Ltd., including as Group Vice President and Chief Financial Officer, and as a Director in the Accounting and Financial Consulting Group of Huron Consulting Group Inc. His experience also includes over ten years of public accounting experience, principally at Ernst and Young. Mr. Kalb holds a B.S. in Accounting from the State University of New York at Albany School of Business. Mr. Kalb is a certified public accountant.
In connection with his appointment, the Company’s Board of Directors has agreed that Mr. Kalb will receive the following compensation for his services in 2024:
| | • | | An annual base salary of $525,000, with eligibility for annual increases to base salary in subsequent years if such increases are approved by the Compensation Committee of the Board of Directors; and |
| | • | | A cash bonus of up to 50% of his base salary based upon the satisfaction of individual and/or Company performance metrics (to be determined annually by the Compensation Committee of the Board of Directors). |
Additionally, effective on the date he joins the Company, Mr. Kalb will receive a grant of stock options and RSUs (at an 80/20 ratio, respectively) with a total value of $3.0 million (to be determined based on a Black Scholes valuation model). The stock options and restricted stock units granted to Mr. Kalb will vest in five equal annual installments, with the first installment vesting on January 1, 2025 and each year thereafter on the same date. Further, upon becoming the Company’s CFO, Mr. Kalb will be designated as a participant under the Company’s Executive Severance and Change in Control Plan, which provides certain benefits to designated employees in the event that they are terminated without “Cause” (as defined in that plan), if they terminate their employment with the Company for “Good Reason” (as defined in that plan), or in the event of a “Change in Control” (as defined in that plan).
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