KPTI Karyopharm Therapeutics Inc

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Director

On November 25, 2020, the Board of Directors (the “Board”) of Karyopharm Therapeutics Inc. (the “Company”) upon the recommendation of the Nominating, Corporate Governance & Compliance Committee of the Board, elected Chen Schor, 48, as a director of the Company. In connection with the election of Mr. Schor, the Board increased the number of directors comprising the Board from eight to nine and increased the number of Class II directors from two to three. Mr. Schor has been designated as a Class II director to serve a term that will expire at the Company’s 2021 annual meeting of stockholders. He will serve in accordance with the Company’s By-laws until his successor has been duly elected and qualified or until his earlier death, removal or resignation.

Mr. Schor was not appointed to any committees of the Board in connection with his election to the Board, and no committee appointments are contemplated at this time. There are currently no arrangements or understandings between Mr. Schor and any other person pursuant to which Mr. Schor was selected as a director. There are currently no transactions in which Mr. Schor has an interest requiring disclosure under Item 404(a) of Regulation S-K.

In accordance with the Company’s non-employee director compensation policy (the “Policy”), Mr. Schor will receive the standard annual cash retainer of $50,000 for service on the Board, prorated based on the effective date of his appointment, as well as reimbursement for reasonable travel and other expenses incurred in connection with attending meetings of the Board and committees thereof. In addition, in accordance with the Policy, the Board has granted Mr. Schor an option to purchase 32,800 shares of the Company’s common stock. The option will have an exercise price equal to the closing price of the Company’s common stock on the date of grant, and vests with respect to one-third of the shares on the first anniversary of the date of grant and with respect to an additional 1/36th of the total number of shares subject to the option grant at the end of each successive month following the first anniversary of the grant date until the third anniversary of the grant date, subject to Mr. Schor’s continued service.

In connection with his election to the Board, the Company entered into an indemnification agreement with Mr. Schor in substantially the same form as the Company has entered into with each of the Company’s existing directors and as previously filed with the Securities and Exchange Commission. The indemnification agreement requires the Company, to the full extent permitted by law, to indemnify Mr. Schor, and advance expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him, in actions or proceedings arising out of his service as a director.