DEF 14A of NewAmsterdam Pharma Co N.V.
Filed May 8, 2025 · FY20240001193125-25-115995
CURRENT DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
CURRENT DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
The Board of Directors
The Board of Directors Set forth below are the names and certain information about each of our directors as of April 15, 2025. The information presented includes each director’s age, term and principal occupation. Biographical information for each director, including the director nominees, is included below the table.
The Board of Directors
| Name | Positions and Offices Held | Year in which Term Expires | Age | | Executive Director | | | | | Michael Davidson, M.D. | Chief Executive Officer, Director | 2025 | 68 | | Non-Executive Directors | | | | | John Kastelein, M.D., Ph.D. FESC | Chief Scientific Officer, Director | 2027 | 71 | | William H. Lewis, J.D., M.B.A. | Chair, Director | 2028 | 56 | | Mark C. McKenna | Vice Chair, Director | 2025 | 45 | | Louis Lange, M.D., Ph.D. | Director | 2028 | 76 | | Nicholas S. Downing, M.D. | Director | 2027 | 40 | | John W. Smither | Director | 2026 | 72 | | James N. Topper, M.D., Ph.D. | Director | 2025 | 63 | | Janneke van der Kamp | Director | 2026 | 50 | | Wouter Joustra | Director | 2025 | 36 | | Adele Gulfo | Director | 2025 | 62 |
Executive Director
Executive Director Dr. Michael Davidson. Michael Davidson, M.D., has served as our Chief Executive Officer and executive director since November 2022. Dr. Davidson served NewAmsterdam Pharma as its Chief Executive Officer and an executive director from August 2020 to November 2022. Prior to joining NewAmsterdam Pharma, Dr. Davidson was the founder and Chief Executive Officer of Corvidia Therapeutics, Inc. from January 2016 until April 2018 and the Chief Science/Medical Officer from April 2018 until July 2020, when Corvidia was acquired by Novo Nordisk A/S for up to $2.1 billion. Dr. Davidson, who is a leading expert in the field of lipidology and was named in The Best Doctors in America for the past 15 years, is also currently a professor of medicine and director of the lipid clinic at the University of Chicago. Dr. Davidson co-founded and served as the Chief Medical Officer of Omthera Pharmaceuticals, Inc. in 2008, which was later acquired by AstraZeneca Pharmaceuticals in 2013 for up to $443 million. His research background encompasses both pharmaceutical and nutritional clinical trials including extensive research on statins, novel lipid-lowering drugs, and omega-3 fatty acids. Dr. Davidson is board-certified in internal medicine, cardiology, and clinical lipidology and served as President of the National Lipid Association from 2010 to 2011. Dr. Davidson currently serves on the board of directors of Tenax Therapeutics, Inc. (Nasdaq: TENX), Silence Therapeutics plc (Nasdaq: SLN) and BioAge Labs, Inc. (Nasdaq: BIOA). Dr. Davidson also serves on the boards of four private biotechnology companies, Sonothera, NanoPhoria Bioscience, Jocasta Neuroscience and Abcentra. Dr. Davidson received his B.A. and M.S. from Northwestern University and his M.D. from the Ohio State University School of Medicine. We believe Dr. Davidson’s extensive experience in the field of cardiology and his prior management experience provide him the qualifications and skills to serve on the Board of Directors.
Non-Executive Directors
Non-Executive Directors Dr. John Kastelein. John Kastelein, M.D., Ph. D. FESC, has served as our Chief Scientific Officer and non-executive director since November 2022. Dr. Kastelein co-founded NewAmsterdam Pharma in 2020 served as its Chief Scientific Officer and an executive director from January 1, 2020 to November 2022. Dr. Kastelein has also served as the chief executive officer of Vascular Research Network Inc. (“VRN”) since January 2013 and as the Chief Medical Officer of Staten Biotechnology B.V. since January 2018. Dr. Kastelein also serves as emeritus professor of medicine and was the chair of the department of vascular medicine at the Academic Medical Center of the University of Amsterdam. He serves on the advisory board of the Dutch Atherosclerosis Society. In 2011 he received the ZonMw Pearl for his research in the field of gene therapy. Dr. Kastelein also serves on the board of directors of North Sea Therapeutics Inc., VRN and Oxitope Pharma Inc. Dr. Kastelein also serves as an advisor to a number of biotech and pharmaceutical companies. Dr. Kastelein was awarded a doctorate in medicine (with honors) from the University of Amsterdam, trained in internal medicine at the Academic Medical Center of the University of Amsterdam, and trained in lipidology and molecular biology at the University of British Columbia in Vancouver. Dr. Kastelein published his first clinical research on CETP-inhibition in the New England Journal of Medicine in 1997. We believe Dr. Kastelein’s deep scientific and medical knowledge about NewAmsterdam Pharma’s product candidate and his experience in senior management, provide Dr. Kastelein with the qualifications and skills to serve on the Board of Directors. William H. Lewis, J.D., M.B.A. William H. Lewis has served as a member of the Board of Directors and Chair since January 2024. Mr. Lewis has more than 30 years of executive experience in the pharmaceutical and finance industries both in the United States and internationally. Mr. Lewis has served as President, Chief Executive Officer and director at Insmed Incorporated (“Insmed”) since 2012 and has served as Chair of Insmed’s board of directors since November 2018. Prior to joining Insmed in 2012, Mr. Lewis served as Co-Founder, President, and Chief Financial Officer of Aegerion Pharmaceuticals, Inc. from 2005 until 2011. Prior to Mr. Lewis’ time at Aegerion, he spent approximately 10 years working in investment banking in the United States and Europe. He also previously worked for the U.S. government. Mr. Lewis holds a J.D. with Honors and an M.B.A., both from Case Western Reserve University, and a B.A., cum laude, from Oberlin College. He is a member of the Board of Trustees of Case Western Reserve University and of BioNJ, the life sciences association for New Jersey. We believe that Mr. Lewis’ significant experience as a public company executive in the life sciences industry and his other professional experience in the finance industry provide him the qualifications and skills to serve on the Board of Directors. Mark C. McKenna. Mark C. McKenna has served as a temporary member of the Board of Directors since July 2024. Mr. McKenna is the founder, Chairman and Chief Executive Officer of Mirador Therapeutics, and currently serves as Chairman of the board of directors of Apogee Therapeutics, Inc. (Nasdaq: APGE) and a director at Spyre Therapeutics, Inc. (Nasdaq: SYRE). In addition, Mr. McKenna serves as a venture partner at Arch Venture Partners and Senior Advisor at Fairmount Funds. Previously, Mr. McKenna was President, Chief Executive Officer and Chairman of the Board of Directors of Prometheus Biosciences, Inc., which was acquired by Merck & Co, Inc. in June 2023. Earlier, Mr. McKenna was a corporate officer of Bausch Health and served as President of its subsidiary, Salix Pharmaceuticals, Inc. Prior to Salix Pharmaceuticals, Mr. McKenna spent more than a decade in various roles with Bausch + Lomb, also a division of Bausch Health, most recently as Senior Vice President and General Manager of its U.S. Vision Care business. Mr. McKenna was Ernst & Young’s Entrepreneur of the Year in 2023 and holds a B.S. in marketing from Arizona State University and an M.B.A. from Azusa Pacific University. We believe that Mr. McKenna’s significant experience as a public company executive in the life sciences industry and his other professional experiences provide him the qualifications and skills to serve on the Board of Directors. Dr. Louis Lange. Louis Lange, M.D., Ph.D., has served as a member of the Board of Directors since November 2022. Dr. Lange previously served on the NewAmsterdam Pharma board from 2021 to November 2022. Dr. Lange previously served as the chief of cardiology and a professor of medicine at the Washington University School of Medicine and was one of the early academicians in molecular cardiology. Dr. Lange founded and served as the chief executive officer and chairman of CV Therapeutics, Inc. (Nasdaq: CVTX) from 1990 until 2019, and as a senior advisor to Gilead Sciences, Inc. from 2009 until 2019, following its acquisition of CV Therapeutics. Dr. Lange currently serves as a general partner with Asset Management Ventures. Dr. Lange also serves on the board of directors of private companies Stealth Biotherapeutics Corp., Amygdala Neurosciences, Inc. and Incendia Therapeutics, Inc. Dr. Lange previously served on the board of directors of Audentes Therapeutics, Inc. (sold to Astellas Pharma Inc.) and CymaBay Therapeutics (acquired by Gilead). Dr. Lange has a Bachelor’s degree from the University of Rochester, an M.D. from Harvard University and a Ph.D. in Biological Chemistry, also from Harvard University. We believe that Dr. Lange’s board experience, medical background and experience as a public company officer, provide Dr. Lange with the qualifications and skills to serve on the Board of Directors. Dr. Nicholas S. Downing. Nicholas S. Downing, M.D., has served as a member of the Board of Directors since November 2022. Dr. Downing currently serves as a Managing Director of Bain Capital Life Sciences, L.P., a private equity fund that invests in biopharmaceutical, specialty pharmaceutical, medical device, diagnostics and enabling life science technology companies globally, which he joined in 2018. Prior to joining Bain Capital, Dr. Downing was a resident physician at the Brigham and Women’s Hospital in Boston, where he cared for patients on the inpatient medical service and in the outpatient clinic. Throughout his medical career, Dr. Downing has been an active health policy researcher and is the author of more than 40 articles in peer-reviewed scientific literature. Prior to his medical career, Dr. Downing was a consultant at McKinsey and Company where he worked with clients in the pharmaceutical, hospital and financial services industries on a wide range of strategic problems. Dr. Downing graduated from Harvard College magna cum laude with a degree in chemistry. He received an M.D. cum laude from Yale University School of Medicine. We believe that Dr. Downing’s medical experience, as well as his experience investing and serving on the boards of life science companies provide Dr. Downing with the qualifications and skills to serve on the Board of Directors.
Non-Executive Directors
John W. Smither. John Smither has served as a member of the Board of Directors since January 2023. Mr. Smither previously served as the Chief Financial Officer of Arcutis Biotherapeutics, Inc. (Nasdaq: ARQT) from May 2019 until March 2021, and again as Interim Chief Financial Officer from September 2023 to April 2024, and the Chief Financial Officer of Sienna Biopharmaceuticals, Inc. (Nasdaq: SNNA) from April 2018 until March 2019. Mr. Smither also served as the interim Chief Financial Officer at Kite Pharma (a Gilead Sciences, Inc. company) from October 2017 until April 2018 during its integration with Gilead. Mr. Smither presently serves on the board of directors of Genelux serving as chair of its compensation committee and as a member of its audit committee. Mr. Smither also served on the board of directors and audit committee chair of eFFECTOR Therapeutics, Inc. (Nasdaq: EFTR) from March 2018 to September 2023 and Applied Molecular Transport, Inc. (Nasdaq: AMTI) from January 2022 to December 2023. Mr. Smither also served as a member of the nomination and corporate governance committee of eFFECTOR Therapeutics and the compensation committee of Applied Molecular Transport. Mr. Smither previously served on the board of directors of Achaogen, Inc. and Principia Biopharma Inc and as the chair of their audit committees. Mr. Smither also has 15 years’ experience as a practicing CPA (inactive), including time spent as an audit partner with Ernst & Young LLP. We believe that Mr. Smither’s experience as the Chief Financial Officer for a number of public companies and his experience serving on the board of directors and audit committees of other public life science companies provide Mr. Smither with the qualifications and skills to serve on the Board of Directors. Dr. James N. Topper. James N. Topper, M.D., Ph.D., has served as a member of the Board of Directors since November 2022. Dr. Topper previously served as FLAC’s Chief Executive Officer and Chairman of the FLAC Board of Directors from October 2020 until November 2022. Dr. Topper currently serves as a Managing Partner of Frazier Life Sciences (“Frazier”). He joined Frazier in 2003 and opened Frazier’s Menlo Park office in the same year. Throughout his tenure as a Managing Partner, Dr. Topper has invested across over 35 companies encompassing a broad spectrum of life science and biopharmaceutical companies. Dr. Topper has led and served as a board member for many of Frazier’s successful life sciences investments, including Acerta Pharma BV (sold to AstraZeneca), Alpine Immune Sciences (sold to Vertex), Amunix Pharmaceuticals, Inc. (sold to Sanofi), Aptinyx Inc. (Nasdaq: APTX), Calistoga Pharmaceuticals, Inc. (co-founder, sold to Gilead Sciences), Entasis Therapeutics Holdings Inc. (sold to Innoviva), Frazier Lifesciences Acquisition Corporation, Mavupharma (sold to AbbVie), Rempex (sold to The Medicines Company), Incline (co-founder, sold to The Medicines Company), Alnara (sold to Lilly), Portola, Inc. (co-founder, Nasdaq: PTLA), Phathom Pharmaceuticals Inc. (Nasdaq: PHAT), CoTherix, Inc (sold to Actelion), and Threshold Pharmaceutical, Inc. (Nasdaq: THLD). He currently represents Frazier on the boards of companies such as Phathom Pharmaceuticals, Inc. (Nasdaq: PHAT), Lassen Therapeutics, Seraxis Holdings, Inc., Enlaza Therapeutics, Inc., Attovia Therapeutics, Inc., Architect Therapeutics and Serum Detect, Inc. In 2011 and 2016, Dr. Topper was named to the Midas List of leading venture capitalists, and in 2013, Dr. Topper was recognized by Forbes as a top ten healthcare investor. Dr. Topper received his M.D. and Ph.D. in Biophysics from Stanford and his B.S. from the University of Michigan. We believe that Dr. Topper’s experience overseeing Frazier’s investments in biotechnology, his experience in senior management positions and his significant knowledge of industry, medical and scientific matters, provide Dr. Topper with the qualifications and skills to serve on the Board of Directors. Janneke van der Kamp. Janneke van der Kamp has served as a member of the Board of Directors since April 2023. Ms. van der Kamp currently serves as the Chief Executive Officer of Norgine. Prior to this, she was Chief Commercial Officer of Grünenthal and previously spent two decades in roles of increasing responsibility at Novartis, ultimately serving on the Pharma Executive Committee as Global Head of Product & Portfolio Strategy from 2016 to 2018 and then Head of Pharma Region Europe from 2019 until 2022. While at Novartis, Ms. van der Kamp supported the launch of Novartis’ key cardiovascular disease medicines, as well as the company’s efforts in immunology, dermatology, neuroscience, ophthalmology, and respiratory disease. Ms. van der Kamp received her M.S. in chemistry from Utrecht University and M.B.A. from INSEAD. We believe that Ms. van der Kamp’s operational experience in the pharmaceutical industry and business development experience provide Ms. van der Kamp that qualifications and skills to serve on the Board of Directors. Wouter Joustra. Wouter Joustra has served as a temporary member of the Board of Directors since July 2024. Mr. Joustra currently serves as a General Partner at Forbion, a leading global life sciences venture capital firm with deep expertise in Europe, where his responsibilities include deal origination, general portfolio management and divestment strategies. Prior to joining Forbion in 2019, Mr. Joustra was a Senior Trader and Executive Board member of the life sciences franchise at Kempen, a European boutique investment bank, where he was responsible for managing Kempen’s trading portfolio and was involved in deal structuring, equity capital markets transactions, and larger block trades. Mr. Joustra currently serves on the board of directors of VectorY Therapeutics, Beacon Therapeutics, EnGene Holdings Inc. (Nasdaq: ENGN), Navigator Medicines and Verdiva Bio. Mr. Joustra previously served as a member of the board of directors of several companies, including Gyroscope Therapeutics Holdings plc until the closing of its acquisition by Novartis AG in February 2022, VectivBio AG (Nasdaq: VECT) from December 2022 until the closing of its acquisition by Ironwood Pharmaceuticals, Inc. in December 2023, Aiolos Bio, Inc. until the closing of its acquisition by GSK plc in February 2024 and Forbion European Acquisition Corporation, a special purpose acquisition company, until its completion of the business combination with EnGene Holdings Inc. in October 2023. Mr. Joustra holds an M.Sc. in Business Administration and a B.Sc. in International Business and Management from the University of Groningen. We believe that Mr. Joustra’s board experience and significant experience as an investor in the life sciences industry provide him the qualifications and skills to serve on the Board of Directors.
Non-Executive Directors
Adele Gulfo. Adele Gulfo has served as a temporary member of the Board of Directors since April 2025. Ms. Gulfo currently serves on the Board of Directors of Tyra Biosciences, Inc., a publicly traded biotechnology company, and Enpro Inc., a publicly traded industrial technology firm. She is also a member of the Innovation Growth Board at Mass General Brigham, the largest hospital-based research enterprise in the United States. Ms. Gulfo most recently served as Chief Executive Officer at Biopharma Commercial Unit at Sumitomo Pharma America, Inc. (“Sumitomo”), where she led the organization to significant revenue growth and delivered significant profit improvement across a diverse portfolio spanning oncology, rare disease, urology, neurology, and women’s health. Previously, she was Chief Commercial and Business Development Officer at Sumitovant Biopharma, Inc. (“Sumitovant”) from 2020 to 2023 until its integration into Sumitomo. Prior to that, she served as Chief Commercial Development Officer at Roivant Sciences Ltd., where she played a key role in the formation of Sumitovant and was instrumental in the launch preparations and commercialization of several key brands, including ORGOVYX® (prostate cancer), GEMTESA® (overactive bladder), RETHYMIC® (congenital athymia), and MYFEMBREE® (women’s health). Earlier in her career, Ms. Gulfo held several senior leadership roles at Pfizer Inc. (“Pfizer”), including President and General Manager of Pfizer’s U.S. Primary Care Business Unit and Country Manager for Pfizer’s U.S. Biopharma Business, where she oversaw market access and commercial operations across the Primary Care, Specialty, and Oncology divisions. Ms. Gulfo holds a B.S. in Biology from Seton Hall University and an M.B.A. in Marketing from Fairleigh Dickinson University. We believe that Ms. Gulfo’s extensive experience as an executive in the life sciences and in particular her experience with the commercial launch of multiple therapies, provide her the qualifications and skills to serve on the Board of Directors.
Executive Compensation Philosophy and Objectives
| • | driving strong business performance, promoting accountability and incentivizing the achievement of short and long-term performance targets with the objective of furthering long-term value creation in a manner consistent with the Company’s identity, mission and values; |
Executive Compensation Components
Executive Compensation Components Our executive compensation program generally consists of, and is intended to strike a balance among, the following three principal components: base salary, annual performance-based cash bonuses and long-term incentive equity grants. We also provide our executive officers with severance and change-in-control benefits, as well as other benefits available to all our employees, including retirement benefits under the Company’s U.S. 401(k) plan, retirement arrangements for employees in other countries and participation in employee benefit plans. The following chart summarizes the key features and objectives of the three main elements of compensation.
Executive Compensation Components
| Element | Description | Objectives | | Base Salary | • Fixed cash compensation. • Determined based on each executive officer’s role, individual skills, experience, performance, and external market value. | • Provide stable compensation to executive officers, allow the Company to attract and retain skilled executive talent and maintain a stable leadership team. | | Short-Term Incentives: Annual Bonus Plan | • Variable cash compensation based on the level of achievement of pre-determined annual corporate goals and personal performance. | • Promote and reward the achievement of key annual strategic, business and operational goals. | | Long-Term Incentives: Equity-Based Compensation | • Variable equity-based compensation. • Share options: Right to purchase shares at a price equal to the share price on the grant date. | • Motivate and reward achievement of multi-year strategic goals and delivery of sustained long-term value to shareholders, as well as attract and retain executive officers. |
Compensation Program Governance
| What We Do | | | ☑ Pay for Performance | The majority of total executive compensation is variable and at-risk. | | ☑ Balance Short- and Long- Term Compensation | The allocation of incentives among annual cash incentives and long-term equity incentives does not over-emphasize short-term performance at the expense of achieving long-term goals. | | ☑ Combination of Balanced Performance Metrics | We use a diverse set of milestone performance metrics in our annual performance bonus plan to ensure that no single measure affects compensation disproportionately. | | ☑ Independent Compensation Consultant | The Compensation Committee has engaged an independent compensation consultant to provide information and advice for use in Compensation Committee decision-making. | | ☑ Peer Data | We develop a peer group of companies based on industry, development stage, therapeutic focus, research and development expense, market capitalization, employee headcount, and number of years as a public company to reference for compensation decisions. | | ☑ Clawback | We maintain a clawback policy compliant with SEC and Nasdaq rules. | | ☑ Double Trigger Change- in-Control Provisions | We entered into agreements with each of the NEOs that provide certain financial benefits if there is both a change in control and a termination of employment (a “double trigger”). A change in control alone would not trigger cash severance pay. |
Role of the Independent Compensation Consultant
Role of the Independent Compensation Consultant The Compensation Committee recognizes that there is value in procuring independent, objective expertise in connection with fulfilling its duties, and pursuant to its charter, the Compensation Committee has the authority to select and retain advisors to assist it with carrying out its duties and responsibilities. The Compensation Committee has engaged the services of an independent compensation consultant, the Human Capital Solutions practice of Aon plc (“Aon”), to assist it in connection with making executive compensation decisions. The Compensation Committee has worked with Aon to develop a peer group, to provide a competitive market analysis of the base salary, annual performance-based cash incentive awards and long-term incentive compensation of our executive officers compared against the peer group, and to review other market practices and trends with respect to executive compensation. The Compensation Committee annually assesses the independence of Aon pursuant to SEC and Nasdaq rules. In 2024, the Compensation Committee assessed the independence of Aon consistent with Nasdaq listing standards and concluded that the engagement of Aon does not raise any conflict of interest. While the Compensation Committee took into consideration the review and recommendations of Aon when making decisions about our executive compensation program, ultimately, the Compensation Committee made its own independent decisions in determining our executives’ compensation.
Consideration of Comparative Market Data
Consideration of Comparative Market Data The Compensation Committee believes that obtaining relevant market and benchmark data is important to making determinations about executive compensation. This information provides a solid reference point and helpful context for making compensation decisions, even though, relative to other companies, there are differences and unique aspects of the Company. With Aon’s assistance and input, the Compensation Committee annually adopts a peer group of companies that it uses as a reference group to provide a broad perspective on competitive pay levels and practices. In doing so, the Compensation Committee seeks to approve a peer group that is representative of the sector in which we operate and includes companies within an appropriate defined range in terms of key attributes. In October 2023, the Compensation Committee determined that our peer group for determining the compensation of our NEOs in 2024 would consist of Phase 2 and Phase 3 biopharmaceutical/biotechnology companies. In general, the selection criteria consisted of the following:
Consideration of Comparative Market Data
| • | market capitalizations between one-third and three times the market capitalization of the Company; |
Consideration of Comparative Market Data
| • | annual revenues less than $100 million; |
Consideration of Comparative Market Data
| • | fewer than 150 employees; and |
Consideration of Comparative Market Data
| • | preference given to companies that went public within the last five years. |
Consideration of Comparative Market Data
Based on these criteria, the peer group for setting 2024 compensation consisted of the following 24 companies:
Consideration of Comparative Market Data
| 4D Molecular Therapeutics, Inc. | Humacyte, Inc. | PMV Pharmaceuticals, Inc. | | 89bio, Inc. | IDEAYA Biosciences, Inc. | Replimune Group, Inc. | | Akero Therapeutics, Inc. | Immunovant, Inc. | Scholar Rock Holding Corporation | | Belite Bio, Inc. | Inhibrx, Inc. | Structure Therapeutics Inc. | | Cogent Biosciences, Inc. | Keros Therapeutics, Inc. | Tarsus Pharmaceuticals, Inc. | | Crinetics Pharmaceuticals, Inc. | Krystal Biotech, Inc. | Ventyx Biosciences, Inc. | | Cullinan Oncology, Inc. | Madrigal Pharmaceuticals, Inc. | Vera Therapeutics, Inc. | | Erasca, Inc. | Pliant Therapeutics, Inc. | Viking Therapeutics, Inc. |
Consideration of Comparative Market Data
The Compensation Committee utilizes the compensation of executive officers of the companies in this peer group as one reference point in the compensation-setting process along with various other factors, such as the executive’s performance, experience, and competitive market conditions. Additionally, when considering the establishment of 2024 compensation levels for our NEOs, the Compensation Committee, upon recommendation from Aon, supplemented the 2024 peer group long-term incentive market data with data derived from the Radford 2023 Global Life Science Survey for public pre-commercial biopharma companies with under 150 employees. This survey data was used to obtain a general understanding of the compensation practices of companies similar to ours at the time. The Compensation Committee believes that the compensation practices of our peer group, together with the data derived from the Radford 2023 Global Life Science Survey, provided us with appropriate compensation reference points for evaluating and determining the compensation of our NEOs during 2024.
CEO and NEO Pay Mix
CEO and NEO Pay Mix Though the Compensation Committee has not adopted any formal or informal policies or guidelines that specify the allocation of compensation between these three elements, consistent with our “pay-for-performance” philosophy, the Compensation Committee has determined that NEO compensation packages must include an emphasis on and substantial portion of variable, at-risk pay while ensuring adequate base salary to attract and retain talent. The Compensation Committee considers compensation to be at-risk if it is subject to performance-based payment or vesting conditions or if its value depends on share price appreciation. Our executive compensation is linked strongly to the performance of the business, with a majority of annual target compensation being variable and at-risk. In 2024, 90% of the total target compensation for the CEO was at-risk and 77% of the total target compensation for all other NEOs was at-risk. The following pay mix pie chart graphics illustrate our emphasis on variable, at-risk pay and long-term incentives.
Base Salary
| (2) Dr. Kastelein is paid his salary and bonus in Euros. The table above presents Dr. Kastelein’s compensation converted into USD at a rate of $1.0824 per Euro, which was the average exchange rate as published by the European Central Bank for 2024. |
Base Salary
| (3) Ms. Audet is paid her salary and bonus in Swiss francs. The table above presents Ms. Audet’s annualized compensation converted into USD at a rate of $1.1337 per Swiss franc, based upon a nine-month average rate during the period from April 1, 2024 through December 31, 2024. |
Annual Performance-Based Cash Bonus
Annual Performance-Based Cash Bonus The annual cash incentive bonus plan (the “Annual Bonus Plan”) is a cash-based plan that rewards executive officers for the achievement of key short-term objectives. The structure of the Annual Bonus Plan incentivizes executive officers to achieve research, clinical, operational, and organizational results that the Compensation Committee views as critical to the execution of our business strategy. For the NEOs, the amount of the payout, if any, under the Annual Bonus Plan is based on operational performance as well as individual performance. The Annual Bonus Plan gives considerable weight to achievement of key corporate and individual goals, while providing the Compensation Committee with the ability to exercise its best judgment in determining the overall level of achievement of such goals. Target Opportunities. The Compensation Committee determines the target cash incentive opportunity available to each NEO by taking the individual’s annual base salary in effect for the year and multiplying it by the individual’s target incentive percentage. Among other factors, the target incentive percentages are determined with reference to the peer group company percentages of salary for the respective positions and the proportion of total direct compensation represented by the annual cash incentive. For 2024, our NEOs had the following annual cash bonus targets:
Annual Performance-Based Cash Bonus
| NEO | 2024 Target Annual Bonus Opportunity as a % of Base Salary | | Michael Davidson, M.D. | 50% | | Ian Somaiya | 45% | | John Kastelein, M.D., Ph.D. FESC | 40% | | Juliette Audet | 40% | | Douglas Kling | 40% |
Annual Performance-Based Cash Bonus
Corporate Performance Goals. As a pre-commercial biopharmaceutical company, we do not have material revenue or profits at this stage, and our success is measured by achievement of research and development milestones and other key strategic and operational goals. In evaluating corporate performance, the Compensation Committee considered our achievement against the 2024 corporate goals as follows:
Annual Performance-Based Cash Bonus
| • | Clinical development goals to progress our product candidate (relative weighting 40%, or plus 75% upon achievement of stretch goals); |
Annual Performance-Based Cash Bonus
| • | Chemistry, Manufacturing and Controls goals relating to on-time supply for clinical trials and launch readiness (5%); |
Annual Performance-Based Cash Bonus
| • | Finance goals of assuring adequate funding for current activities and a reasonable runway (20%); |
Annual Performance-Based Cash Bonus
| • | Intellectual Property, Operations and Business Development goals related to patents, trademarks and regulatory requirements, hiring for new key positions, and initiating various business development activities (15%, or plus 25% upon achievement of stretch goals); and |
Annual Performance-Based Cash Bonus
| • | Commercial / Medical Affairs goals, including the development and execution of launch plan in multiple markets (20%). |
Annual Performance-Based Cash Bonus
Corporate Performance Goals and Related Payouts. If we do not achieve an objective of corporate performance, there is no corresponding amount to be included in the payout related to that element. If we achieve the objective, the Compensation Committee will authorize a payout of the portion of the overall opportunity allocated to that element; if we exceed the objective by achieving a stretch goal, the Compensation Committee may, in its discretion, authorize a higher payout, but the total payout will not exceed 200% of an executive’s overall target incentive. 2024 Achievement of Corporate Goals. In January 2025, the Compensation Committee met to consider how the Company had performed against corporate performance goals. While the Compensation Committee considered management’s views regarding their 2024 achievements, the Compensation Committee made an independent determination regarding corporate performance, which included consideration of the following: Clinical Research In 2024, we announced updated clinical results for the following:
Annual Performance-Based Cash Bonus
| • | In April, we announced that we met the enrollment target for PREVAIL, the Phase 3 clinical trial evaluating obicetrapib in adult patients with a history of ASCVD, whose LDL-C is not adequately controlled, despite being on maximally tolerated lipid-lowering therapy. Driven by strong patient and physician interest globally, we extended enrollment to the end of April and randomized over 9,500 patients. |
Annual Performance-Based Cash Bonus
| • | In May, we announced the initiation of REMBRANDT, a Phase 3 clinical trial evaluating obicetrapib and ezetimibe against placebo on coronary atherosclerotic plaque characteristics in adults with or at high-risk for atherosclerotic cardiovascular disease. |
Annual Performance-Based Cash Bonus
| • | In July, we announced positive statistically significant results from BROOKLYN, the first of two pivotal Phase 3 trials of obicetrapib. This trial evaluated the efficacy and safety of 10 mg obicetrapib compared to placebo and showed that obicetrapib has a substantial and rapid effect on LDL levels. Obicetrapib was also observed to be well tolerated, with safety results comparable to placebo and no increase in blood pressure. |
Annual Performance-Based Cash Bonus
| • | In November, we announced positive topline results from TANDEM, the Phase 3 trial evaluating obicetrapib and ezetimibe fixed-dose combination. These results will support our global regulatory filings for the 10 mg obicetrapib and 10 mg ezetimibe fixed-dose combination in adult patients with HeFH and/or ASCVD or multiple ASCVD risk factors, which will potentially offer a simple, once-daily treatment capable of significantly reducing LDL-C and improve cardiovascular outcomes. |
Annual Performance-Based Cash Bonus
| • | In December, we announced positive topline data from a pivotal Phase 3 BROADWAY clinical trial evaluating obicetrapib in patients with atherosclerotic cardiovascular disease and/or heterozygous familial hypercholesterolemia. |
Annual Performance-Based Cash Bonus
Corporate
Annual Performance-Based Cash Bonus
| • | In February, we completed an upsized public offering of 5,871,909 ordinary shares and 4,736,841 pre-funded warrants, generating net proceeds of $190.0 million after deducting underwriting discounts and commissions and offering expenses payable by the Company. The offering attracted several new and existing investors. |
Annual Performance-Based Cash Bonus
| • | In April, we appointed Juliette Audet as Chief Business Officer. |
Annual Performance-Based Cash Bonus
| • | In June, we announced the USPTO issued U.S. Patent No. 12,006,305, titled “Salts of Obicetrapib and Processes for their Manufacture and Intermediates Thereof.” The patent contains claims covering amorphous obicetrapib hemicalcium, the solid form that will be used in the Company’s products and will be listed in the FDA’s “Orange Book” as a drug substance patent, if approved. The issuance of this composition of matter patent provides intellectual property protection for obicetrapib until July 2043. |
Annual Performance-Based Cash Bonus
| • | In December, we completed an upsized public offering of 14,667,347 ordinary shares and 4,882,653 pre-funded warrants, generating net proceeds of $453.4 million after deducting underwriting discounts and commissions and offering expenses payable by the Company. The offering attracted several new and existing investors. |
Annual Performance-Based Cash Bonus
Individual Performance. In determining Annual Bonus Plan payouts, the Compensation Committee also evaluated the individual performance of our NEOs. The Compensation Committee views the inclusion of individual performance as an important component of the annual cash bonus plan because it motivates the NEOs for individual performance, even if overall corporate performance is lower. In assessing the individual performance of our NEOs, the Compensation Committee, with the input of our CEO for the non-CEO NEOs, considered each such officer’s individual contributions to the achievement of our 2024 goals, and the officer’s individual performance in helping to execute on our strategic and operating initiatives. Overall Payouts. Based on the assessment described above, the Compensation Committee recommended, and the Board of Directors determined, that the Company’s corporate performance exceeded the 2024 goals. The Compensation Committee determined an overall 2024 performance level, as determined with reference to both corporate performance and individual performance. The amounts of the annual bonus awards for 2024 were determined as follows:
Annual Performance-Based Cash Bonus
| NEO | Base Salary ($) | Target Annual Bonus % | Target Incentive Amount ($) | Overall Performance % | Payout ($) | | Michael Davidson, M.D. | 621,300 | 50% | 310,650 | 160% | 497,040 | | Ian Somaiya | 468,000 | 45% | 210,600 | 175% | 368,550 | | John Kastelein, M.D., Ph.D. FESC(1) | 486,046 | 40% | 186,946 | 175% | 327,031 | | Juliette Audet(2)(3) | 424,480 | 40% | 169,792 | 150% | 188,406 | | Douglas Kling | 500,000 | 40% | 200,000 | 200% | 399,974 |
Annual Performance-Based Cash Bonus
| (1) The 2024 target incentive and payout amounts for Mr. Kastelein have been converted from Euros to USD at an exchange rate of 1 Euro to $1.0404 USD. |
Annual Performance-Based Cash Bonus
| (2) The 2024 target incentive and payout amounts for Ms. Audet have been converted from Swiss francs to USD at an exchange rate of 1 Swiss franc to $1.1047 USD. |
Annual Performance-Based Cash Bonus
| (3) The payout amount for Ms. Audet is pro rata for the portion of the year that she served, which was the last nine months. |
Equity-Based Incentive Awards
Equity-Based Incentive Awards The third and largest component of the executive compensation program is long-term equity incentives. The Compensation Committee designed the long-term incentive opportunity for the NEOs to motivate and reward executive officers to achieve multiyear strategic goals and deliver sustained long-term value to shareholders. We believe that equity awards provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our shareholders. Long-term equity incentives also promote retention because executive officers will only receive value if they remain employed by us over the required term. Grants to our NEOs and other employees are made at the discretion of the Compensation Committee and are generally made upon commencement of employment, promotion or annually during the first quarter of each year. We believe that our equity awards are an important retention tool for our executive officers, as well as for our other employees. We have used stock option grants as our primary equity vehicle because we believe that they are an effective means by which to align the long-term interests of our executive officers with those of our shareholders. Among companies that are similar to ours in terms of stage of development, options are very common as the form of equity awards. Share options can motivate stock price appreciation over the long term because they deliver value only if the stock price increases. The use of share options also can provide tax and other advantages to our executive officers relative to other forms of equity compensation. In determining the number of options to be granted to an NEO, the Compensation Committee takes into account equally both the range of long-term incentive award values granted to executive officers at the companies in the peer group and the range of grant size as a percent of the companies in the peer group. The annual option incentive awards granted to our NEOs are set forth in the table below:
Equity-Based Incentive Awards
| NEO | Share Options (#) | Share Options ($)(1) | | Michael Davidson, M.D. | 1,039,939 | 5,347,060 | | Ian Somaiya | 80,000 | 411,337 | | John Kastelein, M.D., Ph.D. FESC | 500,000 | 2,570,852 | | Juliette Audet | 250,000 | 2,602,746 | | Douglas Kling | 323,771 | 1,664,729 |
Equity-Based Incentive Awards
| (1) The amounts reflect the grand date fair value of the options granted. |
Equity-Based Incentive Awards
The exercise price of all share option awards to NEOs is equal to the closing price of our shares on the date of the grant, and all share options granted in 2024 have a ten-year term. The options are subject to time-based vesting, with 25% of the total number of shares underlying the award vesting on the first anniversary of the date of grant and thereafter in equal monthly installments for 36 months, subject to the applicable NEO’s continued service through each such vesting date.
Severance and Change in Control Arrangements
Severance and Change in Control Arrangements We have entered into employment agreements with all our NEOs that provide for at-will employment without any specific term. Each of the agreements sets forth the NEO’s severance benefits payable upon a qualifying termination of employment or change in control of the Company. The “Potential Payments Upon Termination or Change in Control” section below describes and quantifies the severance and other benefits potentially payable to the NEOs in further detail. These agreements provide for a combination of a cash severance payment, continued health benefits and acceleration of vesting on outstanding equity awards in specified circumstances. Acceleration of vesting is subject to a “double trigger” arrangement, meaning that vesting acceleration occurs only in the event of a change in control of the Company in connection with or followed by a termination of employment without cause by us, or with good reason by the NEO. Given the industry in which we participate and the range of strategic initiatives that we may explore, we believe reasonable and competitive severance and change-in-control payment and benefit arrangements are an essential element of our executive compensation package and assist us in recruiting and retaining a talented executive team. We also believe such payments and benefits are in the best interests of our shareholders because they incentivize senior executives to continue to strive to achieve shareholder value in connection with change-in-control situations, particularly where the possibility of a change-in-control and the related uncertainty may lead to the departure or distraction of senior executives to the detriment of our Company and our shareholders. We do not provide any excise tax gross ups in connection with severance paid upon termination without cause or relating to a change-in-control transaction. All change-in-control cash payments are structured to be on a “double-trigger” basis, requiring a termination without cause by us, or with good reason by the NEO, in connection with the change-in-control transaction.
Equity Granting Practices
Equity Granting Practices Neither the Compensation Committee nor the Board takes material nonpublic information into account when determining the timing and terms of equity awards. Stock options may occasionally be awarded on an off-cycle basis, including to new hires. The Company has not timed the disclosure of material nonpublic information to affect the value of executive compensation.
Summary Compensation Table
Summary Compensation Table The following table sets forth information required under SEC rules concerning the compensation paid to our NEOs in respect of fiscal years ended December 31, 2024 and 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary(1) ($) | Bonus ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Michael Davidson, M.D. | 2024 | 621,300 | | 5,347,060 | 497,040 | 3,897 | 6,469,297 | | Chief Executive Officer | 2023 | 569,000 | 313,000 | 4,923,558 | | | 5,805,558 | | Ian Somaiya | 2024 | 468,000 | | 411,337 | 368,550 | 4,688 | 1,252,575 | | Chief Financial Officer | 2023 | 90,576 | 40,000 | 3,422,493 | | | 3,553,069 | | John Kastelein, M.D., Ph.D. FESC | 2024 | 486,046 | | 2,570,852 | 327,031 | | 3,383,929 | | Chief Scientific Officer | 2023 | 459,346 | 218,412 | 2,300,813 | | | 2,978,571 | | Juliette Audet(5) | 2024 | 322,254 | | 2,602,746 | 188,406 | 25,068 | 3,138,474 | | Chief Strategy and Business Officer | 2023 | | | | | | | | Douglas Kling | 2024 | 499,968 | | 1,664,729 | 399,974 | 13,800 | 2,578,471 | | Chief Operating Officer | 2023 | | | | | | |
Summary Compensation Table
| (1) The U.S. dollar amount reported for 2024 for Dr. Kastelein from Euros using the 2024 average exchange rate of $1.0824 per EUR. The U.S. dollar amount reported for 2024 for Ms. Audet were converted from Swiss Francs (“CHF”) using the average exchange rate of $1.1337 per CHF during the 9-month period starting April 1, 2024, through December 31, 2024. |
Summary Compensation Table
| (2) Represents the aggregate fair value of awards on the date they were granted in accordance with ASC Topic 718. See the Notes to the Consolidated Financial Statements included herein for the assumptions used to calculate grant date fair value. |
Summary Compensation Table
| (3) The amounts reported are comprised of amounts paid in respect of our annual performance-based cash bonus plan, as determined by the Compensation Committee. Payments pursuant to the plan are generally made early in the year following the year in which they are earned. The U.S. dollar amount reported for 2024 for Ms. Audet were converted from CHF using the average exchange rate of $1.1337 per CHF during the 9-month period starting April 1, 2024, through December 31, 2024. |
Summary Compensation Table
| (4) The amounts reported in this column represent the amount of fees Dr. Davidson received for service on the Board of Directors in 2024, the amounts of Company contributions under our 401(k) plan for Messrs. Somaiya and Kling, and the Company pension contribution for Ms. Audet. The Company pension contribution for Ms. Audet was converted from CHF to U.S. dollars using the average exchange rate of $1.1337 per CHF during the 9-month period starting April 1, 2024, through December 31, 2024. |
Summary Compensation Table
| (5) Ms. Audet joined the Company as Chief Business Officer in April 2024. Her compensation included in the table above represents her pro-rata base salary and bonus and her initial equity award. The Company promoted Ms. Audet to serve as Chief Strategy and Business Officer in May 2025. |
Grants of Plan Based Awards
Grants of Plan Based Awards The following table sets forth certain information regarding grants of plan-based awards to our NEOs during the year ended December 31, 2024:
Grants of Plan Based Awards
| | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Option Awards: Securities Underlying Options (#)(2) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Threshold ($) | Target ($) | Maximum ($) | | | | | Michael Davidson, M.D. | — | 310,650 | 621,300 | 1,039,939 | 11.17 | 5,347,060 | | Ian Somaiya | — | 210,600 | 421,200 | 80,000 | 11.17 | 411,337 | | John Kastelein, M.D., Ph.D. FESC | — | 194,418 | 388,837 | 500,000 | 11.17 | 2,570,852 | | Juliette Audet | — | 171,869 | 343,738 | 250,000 | 21.37 | 2,602,746 | | Douglas Kling | — | 200,000 | 400,000 | 323,771 | 11.17 | 1,664,729 |
Grants of Plan Based Awards
| (1) The amounts disclosed in these columns reflect the threshold, target and maximum annual cash incentive opportunities of our NEOs. The amounts of the annual cash incentive opportunities are set based on a percentage of the base salary for the calendar year by each NEO. Below or at threshold performance results in 0% payout. See “Compensation Discussion and Analysis—Compensation Program Components—Annual Performance-Based Cash Bonus” for a detailed description of our annual cash incentive plan, including the criteria for determining the amounts payable. Actual annual cash incentive plan results are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. The maximum payout is 200% of target. |
Grants of Plan Based Awards
| (2) Amounts disclosed in this column reflect the number of shares underlying share option awards granted to our NEOs. The exercise price of all share option grants to NEOs is equal to the closing price of our shares on the date of the grant, and all share options granted in 2024 have a ten-year term. The options are subject to time-based vesting, with 25% of the total number of shares underlying the award vesting on the first anniversary of the date of grant and thereafter in equal monthly installments for 36 months, subject to the applicable NEO’s continued service through each such vesting date. |
Outstanding Equity Awards at Fiscal Year-End Table
Outstanding Equity Awards at Fiscal Year-End Table The table below reflects outstanding equity awards held by our NEOs as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year-End Table
| | | Number of Securities Underlying Unexercised Options | | Option Exercise Price | Option Expiration Date | | Name | Grant Date | Exercisable (#) | Unexercisable (#) | | | | Michael Davidson, M.D. | 11/22/2022(1)(2) | 989,267 | | 1.21 | 7/6/2031 | | | 11/22/2022(2) | 1,271,125 | 1,169,413 | 10.00 | 11/22/2032 | | | 1/1/2023(2) | 489,463 | 532,022 | 10.90 | 1/1/2033 | | | 1/1/2024(2) | | 1,039,939 | 11.17 | 1/1/2034 | | Ian Somaiya | 11/1/2023(2) | 240,536 | 584,161 | 9.26 | 11/1/2033 | | | 1/1/2024(2) | | 80,000 | 11.17 | 1/1/2034 | | John Kastelein, M.D., Ph.D. FESC | 11/22/2022(1)(2) | 970,229 | | 1.21 | 7/6/2031 | | | 11/22/2022(2) | 506,125 | 465,601 | 10.00 | 11/22/2032 | | | 1/1/2023(2) | 228,732 | 248,615 | 10.90 | 1/1/2033 | | | 1/1/2024(2) | | 500,000 | 11.17 | 1/1/2034 | | Juliette Audet | 4/1/2024(2) | | 250,000 | 21.37 | 4/1/2034 | | Douglas Kling | 11/22/2022(1)(2) | 407,138 | 19,007 | 1.21 | 7/6/2031 | | | 11/22/2022(2) | 345,225 | 317,593 | 10.00 | 11/22/2032 | | | 1/1/2023(2) | 138,589 | 144,624 | 10.90 | 1/1/2033 | | | 1/1/2023(3) | | 5,996 | 10.90 | 1/1/2033 | | | 1/1/2024(2) | | 323,771 | 11.17 | 1/1/2034 |
Outstanding Equity Awards at Fiscal Year-End Table
| (1) The exercise price of the option is Euro 1.16392 and has been converted into USD in the table above at a rate of $1.0389 per Euro, which was the exchange rate as of December 31, 2024 as published by European Central Bank. |
Outstanding Equity Awards at Fiscal Year-End Table
| (2) One-fourth of the shares subject to the option vested on the one-year anniversary of the vesting start date, and the remaining vest in 36 substantially equal monthly installments thereafter. |
Outstanding Equity Awards at Fiscal Year-End Table
| (3) All shares subject to the option vest on the fourth anniversary of the vesting start date. |
Option Exercises and Stock Vested Table
Option Exercises and Stock Vested Table The following table sets forth information concerning options exercised by our NEOs during the fiscal year ended December 31, 2024. No stock awards held by our NEOs vested in 2024.
Option Exercises and Stock Vested Table
| | Option Awards | | | Name | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(2) | | John Kastelein, M.D., Ph.D. FESC | 201,673 | 4,094,829 |
Option Exercises and Stock Vested Table
| (1) The amounts shown in this column represent the number of shares underlying the stock options exercised during 2024. |
Option Exercises and Stock Vested Table
| (2) The amounts shown in this column reflect the value realized upon exercise of stock options, as calculated based on the price of our shares on the exercise date less the exercise price, multiplied by the number of shares underlying the stock options exercised. |
Employment Agreements and Change of Control Agreements
Employment Agreements and Change of Control Agreements We have entered into employment agreements with each of our NEOs. These agreements set forth the initial terms and conditions of each executive’s employment with us, including base salary, target annual bonus opportunity, standard employee benefit plan participation, and for all NEOs, severance benefits upon a qualifying termination of employment or change-in-control of the Company. Employment Agreement with Michael Davidson, M.D. We entered into an employment agreement with Dr. Davidson, our Chief Executive Officer, on January 25, 2023 (the “Davidson Agreement”). Pursuant to the Davidson Agreement, in the event Dr. Davidson’s employment is terminated by the Company without Cause (as defined in the Davidson Agreement) or by him for Good Reason (as defined in the Davidson Agreement), we would be required, subject to customary conditions, to pay Dr. Davidson, in addition to certain Accrued Obligations (as defined in the Davidson Agreement), an amount equal to 12 months of his base salary, any bonus earned or payable and a pro-rated bonus for the calendar year in which the termination occurred, and premium reimbursement equal to the monthly employer contribution that the Company would have made to provide health coverage under the Consolidated Omnibus Budget Reconciliation Act for a maximum of 12 months (“COBRA Premium Reimbursement”). Dr. Davidson will receive only the Accrued Obligations and not be eligible for further compensation if his employment ends for reasons other than termination by the Company without Cause or termination by him for Good Reason. In the event Dr. Davidson’s employment is terminated by the Company without Cause or by Dr. Davidson for Good Reason (if termination is requested by a third party) within three months prior to a Change-in-Control (as defined in the Davidson Agreement) or during the 12 months following such Change-in-Control, Dr. Davidson will be entitled to receive the severance payments and benefits described above. In addition, all of Dr. Davidson’s time-based stock options and equity awards will accelerate, becoming fully exercisable and nonforfeitable as of the termination date and the exercise period for certain vested options will be extended. Dr. Davidson is entitled to a base salary and annual performance bonus in cash targeted at 50% of his base salary, at our discretion and subject to Dr. Davidson’s continued employment through the payment date of such bonus. Dr. Davidson is eligible to participate in our equity incentive plans, including the Company’s LTIP, and other employee benefits and insurance programs generally made available to our full-time U.S.-based executives. Dr. Davidson is also party to a Confidentiality and Assignment of Inventions Agreement, which includes certain customary non-competition, non-solicitation, confidentiality and assignment of inventions obligations in favor of the Company. Employment Agreement with Ian Somaiya We entered into an employment agreement with Mr. Somaiya, our Chief Financial Officer, dated October 6, 2023 (the “Somaiya Agreement”). Pursuant to the Somaiya Agreement, in the event Mr. Somaiya’s employment is terminated by the Company without Cause (as defined in the Somaiya Agreement) or by him for Good Reason (as defined in the Somaiya Agreement), we would be required, subject to customary conditions, to pay Mr. Somaiya, in addition to certain Accrued Obligations (as defined in the Somaiya Agreement), an amount equal to 12 months of his base salary, any bonus earned or payable and a prorated bonus for the calendar year in which the termination occurred, and COBRA Premium Reimbursement. Mr. Somaiya will receive only the Accrued Obligations and not be eligible for further compensation if his employment ends for reasons other than termination by the Company without Cause or termination by him for Good Reason. In the event Mr. Somaiya’s employment is terminated by the Company without Cause or by Mr. Somaiya for Good Reason (if termination is requested by a third party) within three months prior to a Change-in-Control (as defined in the Somaiya Agreement) or during the 12 months following such Change-in-Control, Mr. Somaiya will be entitled to receive the severance payments and benefits described above. In addition, all of Mr. Somaiya’s time-based stock options and equity awards will accelerate, becoming fully exercisable and nonforfeitable as of the termination date and the exercise period for certain vested options will be extended. Mr. Somaiya is entitled to a base salary and annual performance bonus in cash targeted at 45% of his base salary, at our discretion and subject to Mr. Somaiya’s continued employment through the payment date of such bonus. Mr. Somaiya is eligible to participate in our equity incentive plans, including the Company’s LTIP, and other employee benefits and insurance programs generally made available to our full-time U.S.-based executives. Mr. Somaiya is also party to a Confidentiality and Assignment of Inventions Agreement, which includes certain customary non-competition, non-solicitation, confidentiality and assignment of inventions obligations in favor of the Company. Employment Agreement with John Kastelein, M.D., Ph.D FESC We entered into an employment agreement with Dr. Kastelein, our Chief Scientific Officer, dated November 18, 2022 (the “Kastelein Agreement”). Pursuant to the Kastelein Agreement, in the event Dr. Kastelein’s employment is terminated by the Company without Cause (as defined in the Kastelein Agreement), we would be required, subject to customary conditions, to pay Dr. Kastelein an amount equal to 12 months of his base salary. Dr. Kastelein is entitled to a base salary and annual performance bonus in cash targeted at 40% of his base salary, at our discretion and subject to Dr. Kastelein’s continued employment through the payment date of such bonus. Dr. Kastelein is eligible to participate in our equity incentive plans, including the LTIP, and other employee benefits and insurance programs offered by us. Dr. Kastelein is also party to a Confidentiality and Assignment of Inventions Agreement, which includes certain customary non-competition, non-solicitation, confidentiality and assignment of inventions obligations in favor of the Company. Employment Agreement with Douglas Kling We entered into an employment agreement with Mr. Kling, our Chief Operating Officer, dated January 24, 2023 (the “Kling Agreement”). Pursuant to the Kling Agreement, in the event Mr. Kling’s employment is terminated by the Company without Cause (as defined in the Kling Agreement) or by him for Good Reason (as defined in the Kling Agreement), we would be required, subject to customary conditions, to pay Mr. Kling, in addition to certain Accrued Obligations (as defined in the Kling Agreement), an amount equal to 12 months of his base salary, any bonus earned or payable and a prorated bonus for the calendar year in which the termination occurred, and COBRA Premium Reimbursement. Mr. Kling will receive only the Accrued Obligations and not be eligible for further compensation if his employment ends for reasons other than termination by the Company without Cause or termination by him for Good Reason. In the event Mr. Kling’s employment is terminated by the Company without Cause or by Mr. Kling for Good Reason (if termination is requested by a third party) within three months prior to a Change-in-Control (as defined in the Somaiya Agreement) or during the 12 months following such Change-in-Control, Mr. Kling will be entitled to receive the severance payments and benefits described above. In addition, all of Mr. Kling’s time-based stock options and equity awards will accelerate, becoming fully exercisable and nonforfeitable as of the termination date and the exercise period for certain vested options will be extended.
Employment Agreements and Change of Control Agreements
Mr. Kling is entitled to a base salary and annual performance bonus in cash targeted at 40% of his base salary, at our discretion and subject to Mr. Kling’s continued employment through the payment date of such bonus. Mr. Kling is eligible to participate in our equity incentive plans, including the Company’s LTIP, and other employee benefits and insurance programs generally made available to our full-time U.S.-based executives. Mr. Kling is also party to a Confidentiality and Assignment of Inventions Agreement, which includes certain customary non-competition, non-solicitation, confidentiality and assignment of inventions obligations in favor of the Company. Employment Agreement with Juliette Audet In connection with Ms. Audet’s employment with the Company as our Chief Strategy and Business Officer, Ms. Audet entered into an employment agreement with Globalization Partners Switzerland SA, a labor leasing company, in her country of residence, dated March 21, 2024, which sets forth terms relating to her employment with us (the “Audet Employment Agreement”). Pursuant to the Audet Employment Agreement, Ms. Audet is entitled to a base salary and an annual bonus and is eligible to participate in our equity incentive plans, including the LTIP, and other employee benefits and insurance programs offered by us. The Company also entered into a separate letter agreement with Ms. Audet that has additional provisions with respect to her eligibility for certain severance benefits (the “Audet Letter Agreement”). Under the Audet Letter Agreement, if Ms. Audet’s employment is terminated by us without Cause or by her for Good Reason (each as defined in the Audet Letter Agreement), we would be obligated to pay her a severance amount equal to 12 months of her base salary, any bonus earned or payable and a pro rata bonus for the calendar year in which the termination occurred. If Ms. Audet’s employment is terminated by us without Cause or by her for Good Reason (if termination is requested by a third party) within three months prior to a Change-in-Control (as defined in the Audet Letter Agreement) or during the 12 months following such Change-in-Control, she will be entitled to receive the severance payments and benefits described above. In addition, all of Ms. Audet’s time-based stock options and equity awards will accelerate, becoming fully exercisable and nonforfeitable as of the termination date, and the exercise period for certain vested options will be extended. The table below provides the potential payments and benefits to which our NEOs would be entitled, assuming their employment was terminated as of December 31, 2024, including in connection with a change in control, based on the termination benefits in effect as of December 31, 2024.
Employment Agreements and Change of Control Agreements
| Name and Principal Position | Compensation Component | Involuntary or Good Reason Termination without a Change- in-Control ($) | Involuntary or Good Reason Termination in Connection with a Change-in-Control ($) | | Michael Davidson, M.D.(1) | Cash Severance | 931,950 | 931,950 | | | Long-term Incentives | — | 41,344,023 | | | Benefits and | | | | | Perquisites | 23,871 | 23,871 | | | Total: | 955,821 | 42,299,844 | | Ian Somaiya(1) | Cash Severance | 678,600 | 678,600 | | | Long-term Incentives | — | 10,766,007 | | | Benefits and | | | | | Perquisites | 35,711 | 35,711 | | | Total: | 714,311 | 11,480,318 | | John Kastelein, M.D., Ph.D. FESC(2) | Cash Severance | 486,046 | 486,046 | | | Long-term Incentives | — | — | | | Benefits and | | | | | Perquisites | — | — | | | Total: | 486,046 | 486,046 | | Juliette Audet(3) | Cash Severance | 601,541 | 601,541 | | | Long-term Incentives | — | 1,082,500 | | | Benefits and | | | | | Perquisites | — | — | | | Total: | 601,541 | 1,684,041 | | Douglas Kling(1) | Cash Severance | 700,000 | 700,000 | | | Long-term Incentives | — | 12,385,275 | | | Benefits and | | | | | Perquisites | 35,711 | 35,711 | | | Total: | 735,711 | 13,120,986 |
Employment Agreements and Change of Control Agreements
| (1) Under the employment agreements between us and Dr. Davidson, Mr. Somaiya and Mr. Kling, respectively, if their employment is terminated by us without Cause or by them for Good Reason, we would be obligated |
Employment Agreements and Change of Control Agreements
| to pay them an severance amount equal to 12 months of their base salary, any bonus earned or payable and a prorated bonus for the calendar year in which the termination occurred, and premium reimbursement equal to the monthly employer contribution that we would have made to provide health coverage under the Consolidated Omnibus Budget Reconciliation Act for a maximum of 12 months. If their employment is terminated by us without Cause or by them for Good Reason (if termination is requested by a third party) within three months prior to a Change-in-Control or during the 12 months following such Change-in-Control, they will be entitled to receive the severance payments and benefits described above. In addition, all of their time-based stock options and equity awards will accelerate, becoming fully exercisable and nonforfeitable as of the termination date and the exercise period for certain vested options will be extended. |
Employment Agreements and Change of Control Agreements
| (2) Under the employment agreement between us and Dr. Kastelein, if his employment is terminated by us without Cause, we would be obligated to pay him a severance amount equal to 12 months of his base salary. |
Employment Agreements and Change of Control Agreements
| (3) Under the Audet Letter Agreement, if Ms. Audet’s employment is terminated by us without Cause or by her for Good Reason, we would be obligated to pay her a severance amount equal to 12 months of her base salary, any bonus earned or payable and a pro rata bonus for the calendar year in which the termination occurred. If Ms. Audet’s employment is terminated by us without Cause or by her for Good Reason (if termination is requested by a third party) within three months prior to a Change-in-Control or during the 12 months following such Change-in-Control, she will be entitled to receive the severance payments and benefits described above. In addition, all of Ms. Audet’s time-based stock options and equity awards will accelerate, becoming fully exercisable and nonforfeitable as of the termination date and the exercise period for certain vested options will be extended. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The Board of Directors and the Compensation Committee determine the compensation of individual directors in accordance with our compensation policy to the extent applicable. All non-employee directors are paid an annual retainer of $43,000. Non-employee directors may receive further compensation ranging from $5,000 to $20,000 for serving as chair or member of committees (i.e., Audit Committee or Compensation Committee). We have also granted and expect to continue granting certain non-employee directors, other than those affiliated with our significant shareholders, options to purchase Ordinary Shares as compensation for their service on the Board of Directors.
Director Compensation Table
Director Compensation Table The following table sets forth information regarding the compensation earned for service on the Board of Directors by our non-employee directors during the year ended December 31, 2024. We reimburse members of the Board of Directors for reasonable travel and out-of-pocket expenses incurred in connection with attending Board of Directors and committee meetings.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Non-Employee Directors | | | | | | William H. Lewis, J.D., M.B.A. | 105,500 | 555,345 | — | 660,845 | | Mark C. McKenna(2) | 26,250 | 661,252 | — | 687,502 | | Juliette Audet(2) | 10,000 | — | — | 10,000 | | Nicholas Downing, M.D. | 44,000 | — | — | 44,000 | | Wouter Joustra(2) | 20,000 | — | — | 20,000 | | Louis Lange, M.D., Ph.D. | 57,750 | 51,417 | — | 109,167 | | Sander Slootweg(2) | 20,000 | — | — | 20,000 | | John W. Smither | 57,500 | 51,417 | — | 108,917 | | James N. Topper, M.D., Ph.D. | 40,000 | — | — | 40,000 | | Janneke van der Kamp | 46,375 | 51,417 | — | 97,792 |
Director Compensation Table
| (1) The amounts reported in these columns reflect the aggregate grant date fair value of the stock options granted to our directors as computed in accordance with ASC 718. See Note 8 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for a discussion of assumptions made by us in determining the aggregate grant date fair value of our option awards and stock awards. Note that the amounts reported in these columns do not reflect the actual economic value that may be realized by the directors. |
Director Compensation Table
| (2) Juliette Audet and Sander Slootweg resigned as members of the Board of Directors effective April 1, 2024 and July 1, 2024, respectively. Mark McKenna and Wouter Joustra joined the Board of Directors effective July 16, 2024. |
Director Compensation Table
The following table provides information regarding the aggregate number of shares underlying option awards granted to our non-employee directors that were outstanding as of December 31, 2024:
Director Compensation Table
| Name | Option Awards (#) | | William H. Lewis, J.D., M.B.A. | 100,000 | | Mark C. McKenna | 72,500 | | Louis Lange, M.D., Ph.D. | 237,769 | | John W. Smither | 28,600 | | Janneke van der Kamp | 28,000 |
Pay Versus Performance
Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding the relationship between Company performance and the “compensation actually paid” to our principal executive officer (“PEO”) and other NEOs (the “Non-PEO NEOs”) for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO 1 ($) | Compensation Actually Paid to PEO 1, 2 ($) | Average Summary Compensation Table Total for Non-PEO NEOs 1 ($) | Average Compensation Actually Paid to Non-PEO NEOs 1,2 ($) | Value of Initial Fixed $100 Investment based on: 3 | | Net Income ($ Millions) | | | | | | | TSR ($) | Peer Group TSR ($) | | | 2024 | 6,469,297 | 49,549,373 | 2,588,362 | 13,170,066 | 235.78 | 104.00 | (242) | | 2023 | 5,805,558 | 4,717,541 | 3,265,820 | 3,318,816 | 102.48 | 104.59 | (177) |
Pay Versus Performance
| 1. | Michael Davidson, M.D. was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
Pay Versus Performance
| 2023 | 2024 | | Ian Somaiya | Ian Somaiya | | John Kastelein, M.D., Ph.D. FESC | John Kastelein, M.D., Ph.D. FESC | | | Juliette Audet | | | Douglas Kling |
Pay Versus Performance
| 2. | Calculated in accordance with Item 402(v) of Regulation S-K and does not reflect compensation realized by the Company’s NEOs in either of the years presented. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs from the Summary Compensation Table as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. |
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2024 | 6,469,297 | (5,347,060) | 48,427,136 | 49,549,373 | | 2023 | 5,805,558 | (4,923,558) | 3,835,541 | 4,717,541 |
Pay Versus Performance
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 2,588,362 | (1,812,416) | 12,394,121 | 13,170,066 | | 2023 | 3,265,820 | (2,861,653) | 2,914,648 | 3,318,816 |
Pay Versus Performance
Amounts in the columns entitled “Exclusion of Stock Awards for PEO” and “Average Exclusion of Stock Awards for Non-PEO NEOs” are the totals from the “Option Awards” column of the Summary Compensation Table. Amounts in the columns entitled “Inclusion of Equity Values for PEO” and “Average Inclusion of Equity Values for Non-PEO NEOs” in the tables above were calculated as follows:
Pay Versus Performance
| Year | Year-End Fair Value of Outstanding and Unvested Equity Awards Granted During Year for PEO ($) | Year-over- Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted and Vested During Year for PEO ($) | Year-over- Year Change in Fair Value of Unvested Equity Awards Granted in Prior Year that Vested During Year for PEO ($) | Year-End Fair Value of Equity Awards that Failed to Meet Vesting Conditions During Year for PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected for PEO ($) | Total Equity Award Adjustments for PEO ($) | | 2024 | 18,036,059 | 22,714,096 | — | 7,676,981 | — | — | 48,427,136 | | 2023 | 4,060,090 | (403,427) | — | 178,878 | — | — | 3,835,541 |
Pay Versus Performance
| Year | Average Year-End Fair Value of Outstanding and Unvested Equity Awards Granted During Year r for Non- PEO NEOs ($) | Average Year-over- year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted and Vested During Year for Non-PEO NEOs ($) | Average Year-over- Year Change in Fair Value of Unvested Equity Awards Granted in Prior Year that Vested During Year for Non-PEO NEOs ($) | Average Year-End Fair Value of Equity Awards that Failed to Meet Vesting Conditions During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected for Non-PEO NEOs ($) | Total Average Equity Award Adjustments for Non-PEO NEOs ($) | | 2024 | 4,683,173 | 6,005,580 | — | 1,705,368 | — | — | 12,394,121 | | 2023 | 3,005,046 | (88,047) | — | (2,351) | — | — | 2,914,648 |
Pay Versus Performance
| 3. | The Peer Group Total Shareholder Return (“TSR”) set forth in this table utilizes the Nasdaq Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2022, through the end of the listed year in the Company and in the Nasdaq Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |
Pay Versus Performance
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSR over the two most recently completed fiscal years for the Company and the Nasdaq Biotechnology Index, our selected peer group. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the two most recently completed fiscal years.