SECURITIES AND EXCHANGE COMMISSION
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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 November 30, 2020, the Board of Directors (the “Board”) of Amicus Therapeutics, Inc. (the “Company”), upon the recommendation of its Nominating and Corporate Governance Committee, appointed Michael A. Kelly as a member of the Board, effective December 1, 2020. Mr. Kelly will serve as a Class III director, with an initial term expiring at the annual meeting of stockholders in 2022. Mr. Kelly is expected to serve on both the Audit and Compliance Committee and the Science and Technology Committee of the Board.
The Board determined that Mr. Kelly qualifies as an independent director under the director independence standards set forth by the U.S. Securities and Exchange Commission and applicable NASDAQ Marketplace Rules.
In connection with his appointment and as approved by the Board, Mr. Kelly will receive a new director grant of non-qualified options (“Options”) and restricted stock units (“RSUs”) worth $400,000, with half of the value assigned to Options and half of the value assigned to RSUs. The new director Options will vest over a period of four years, with 25% vesting on the first anniversary and monthly vesting thereafter. The new director RSUs will vest over a period of four years, with 25% vesting on the first anniversary and 25% on each anniversary thereafter. Beginning in 2021, Mr. Kelly will then receive an annual equity grant of Options and RSUs worth $225,000, with 2/3 of the value assigned to Options and 1/3 of the value assigned to RSUs. Mr. Kelly will also receive $47,500 per year for service as a Board member, $10,000 per year for service as a member of the Audit and Compliance Committee and $7,500 per year for service as a member of the Science and Technology Committee. There are no arrangements or understandings between Mr. Kelly and any other person pursuant to which Mr. Kelly was appointed as a director. There are no transactions involving Mr. Kelly that are reportable under Item 404(a) of Regulation S-K.
Item 7.01 – Regulation FD Disclosure
On December 2, 2020, the Company issued a press release announcing the appointment of Mr. Kelly to the Board. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
|99.1||Press Release dated December 2, 2020|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
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.
|AMICUS THERAPEUTICS, INC.|
|Date: December 2, 2020||By:||/s/ Ellen S. Rosenberg|
|Name:||Ellen S. Rosenberg|
|Title:||Chief Legal Officer and Corporate Secretary|
Amicus Therapeutics Appoints Michael A. Kelly to its Board of Directors
CRANBURY, N.J., December 2, 2020 – Amicus Therapeutics (Nasdaq: FOLD) today announced the election and appointment of Michael A. Kelly to its Board of Directors. Mr. Kelly is a proven leader with more than two decades of executive experience in the life sciences industry serving in various strategic finance and operations positions, including Chief Financial Officer and board member of multiple biotechnology companies.
John F. Crowley, Chairman and Chief Executive Officer of Amicus Therapeutics, Inc., stated, “On behalf of our Board of Directors, I am pleased to announce Michael Kelly’s appointment to the Amicus Board. Michael’s wealth of knowledge and experience managing and growing global, multi-product organizations in the biotech sector will be invaluable as we look toward the future and he will add much to our mission at Amicus for patients and for shareholders. Michael’s appointment complements our existing strong group of directors and senior leaders as we continue to build one of the world’s leading global biotechnology companies.”
Currently, Mr. Kelly is President of Sentry Hill Partners, LLC, a global life sciences transformation and management consulting business, which he founded in 2018. He previously spent 14 years in senior and executive leadership positions with Amgen Inc., one of the world’s largest biotechnology companies. Most recently, he was senior vice president of Amgen’s Global Business Services division. Mr. Kelly twice served as Amgen’s acting CFO. He also was vice president of multiple domestic and international business units. As vice president and CFO of Amgen’s international commercial operations, Mr. Kelly developed and executed a strategy to expand the company’s emerging markets footprint. From 2000 to 2003, Mr. Kelly was CFO of publicly traded TANOX, Inc. He also held financial leadership positions with BIOGEN, Inc., and NutraSweet Kelco Company, a subsidiary of Monsanto Life Sciences.
Mr. Kelly is an independent member of the board of directors for publicly traded Aprea Therapeutics, DMC Global, Inc., NeoGenomics, Inc., and Hookipa Pharma, Inc. In addition, he serves on the Council of Advisors and was the former audit committee chairman for Direct Relief, a humanitarian aid organization focused on health outcomes and disaster relief. Mr. Kelly received a Bachelor of Science degree in business administration from Florida A&M University.
“Amicus is at the forefront of science and innovation, with a unique dedication to people living with rare diseases. I am excited to be joining the Board at such an important time in the Company’s growth and contributing on its path in becoming one of the world’s leading biotechnology companies,” said Mr. Kelly.
About Amicus Therapeutics
Amicus Therapeutics (Nasdaq: FOLD) is a global, patient-dedicated biotechnology company focused on discovering, developing and delivering novel high-quality medicines for people living with rare metabolic diseases. With extraordinary patient focus, Amicus Therapeutics is committed to advancing and expanding a robust pipeline of cutting-edge, first- or best-in-class medicines for rare metabolic diseases. For more information please visit the company’s website at www.amicusrx.com, and follow us on Twitter and LinkedIn.
Director, Investor Relations
Head of Global Corporate Communications