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Date of Report (Date of earliest event reported): November 30, 2020



(Exact Name of Registrant as Specified in Its Charter)



(State or Other Jurisdiction of


Delaware   001-33497     71-0869350

(State or Other Jurisdiction

of Incorporation)



File Number)


(I.R.S. Employer

Identification No.)


1 Cedar Brook Drive, Cranbury, NJ 08512

(Address of Principal Executive Offices, and Zip Code)



Registrant’s Telephone Number, Including Area Code


(Former Name or Former Address, if Changed Since Last Report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock Par Value $0.01 FOLD NASDAQ


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨







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


(d) Exhibits:


Exhibit No.   Description
99.1   Press Release dated December 2, 2020
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)





Signature Page


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.


Date: December 2, 2020 By: /s/ Ellen S. Rosenberg
  Name: Ellen S. Rosenberg
  Title: Chief Legal Officer and Corporate Secretary




Exhibit 99.1



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.





Amicus Therapeutics 

Andrew Faughnan 

Director, Investor Relations 


(609) 662-3809



Amicus Therapeutics 

Diana Moore 

Head of Global Corporate Communications 


(609) 662-5079