SEC Filing | Amicus Therapeutics

View:

Download DOC

Download PDF

Download XLS

TABLE OF CONTENTS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12

Amicus Therapeutics, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

TABLE OF CONTENTS

April 26, 2022

Dear Stockholder:

We are pleased to invite you to attend our 2022 Annual Meeting of Stockholders on Thursday, June 9, 2022, at 9:00 a.m. Eastern Daylight Time. The Annual Meeting of Stockholders will be held in virtual-only format via webcast.

Enclosed are the following:

•	Our Notice of Annual Meeting of Stockholders and Proxy Statement for 2022;

•	Our 2021 Annual Report to Stockholders (including our Annual Report on Form 10-K for fiscal year 2021); and

•	A proxy card with a return envelope to record your vote.

The accompanying notice of the 2022 Annual Meeting and Proxy Statement describe the business we will conduct at the meeting and provide information about Amicus Therapeutics, Inc. that you should consider when you vote your shares.

Your vote is important. When you have finished reading the Proxy Statement, please promptly vote your shares by marking, signing, dating and returning the proxy card in the enclosed envelope or vote via telephone or Internet according to the instructions in the Proxy Statement. If you attend the Annual Meeting, you may vote your shares even though you have previously voted by proxy if you follow the instructions in the Proxy Statement. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend the webcast.

Sincerely,

John F. Crowley

Chairman and Chief Executive Officer

TABLE OF CONTENTS

Table of Contents

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

PROPOSAL 1: ELECTION OF DIRECTORS			6

Nominees for Election at the Annual Meeting			7
Committee Memberships			12

CORPORATE GOVERNANCE			13

Corporate Governance Guidelines			13
Environmental, Social & Governance (ESG)			14
Committees of the Board and Meetings			17

COMPENSATION DISCUSSION AND ANALYSIS			23

Executive Summary			23
Stock Ownership Guidelines			24
Elements of Compensation			29
The Corporate Multiplier			30
2021 Company Scorecard			31

COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE REPORT			38

COMPENSATION AND EQUITY TABLES			39

Officer Summary Compensation Table			39
Grants of Plan-Based Awards			40
Outstanding Equity Awards at Fiscal Year End			41
Options Exercised and Stock Vested			43
Potential Payments upon Termination or Change in Control			47
CEO Pay Ratio			49
Director Summary Compensation Table			50

SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			53

PROPOSAL 2: APPROVE THE AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN			57

Overview, Background and Reason for the Proposal			57
Summary of the 2007 Plan			59
Change in Control			62
Clawback Policy			65

PROPOSAL 3: INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			66

REPORT OF AUDIT AND COMPLIANCE COMMITTEE			68

PROPOSAL 4: ADVISORY VOTE ON EXECUTIVE COMPENSATION			69

TABLE OF CONTENTS

April 26, 2022

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

To our Stockholders:

The 2022 Annual Meeting of Stockholders of Amicus Therapeutics, Inc. will be held on Thursday, June 9, 2022 at 9:00 a.m. Eastern Daylight Time. The meeting will be held in a virtual-only format online via webcast. You will be able to attend the 2022 Annual Meeting as well as vote and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/FOLD2022.The purpose of this meeting is to vote on the following:

1.	Elect five Class III directors as nominated by the Board of Directors each to serve a three-year term expiring at the 2025 Annual Meeting or until their respective successors have been elected;

2.	Approve the Amended and Restated 2007 Equity Incentive Plan to add 6,000,000 shares to the equity pool;

3.	Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022;

4.	Approve, on an advisory basis, the Company’s executive compensation; and

5.	Consider and act upon any other business that is properly presented at the meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice.

The record date for the 2022 Annual Meeting is April 14, 2022. Only stockholders of record at the close of business on that date are entitled to notice of and to vote at the meeting or any adjournment thereof.

BY ORDER OF THE BOARD OF DIRECTORS:

Ellen Rosenberg

Chief Legal Officer and Corporate Secretary

Philadelphia, Pennsylvania

April 26, 2022

The 2022 Annual Meeting will be held virtually over the Internet. Whether or not you expect to attend the meeting, please complete, date, sign and return the proxy card or vote by telephone or the Internet as instructed in the accompanying materials as promptly as possible in order to ensure your representation at the meeting. You can revoke a proxy at any time prior to its exercise by following the instructions in the Proxy Statement. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must provide a valid proxy issued in your name from that record holder.

TABLE OF CONTENTS

3675 Market Street, Philadelphia, Pennsylvania 19104

(215) 921-7600

PROXY STATEMENT FOR THE AMICUS THERAPEUTICS, INC.

2022 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON

JUNE 9, 2022

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

Why Did You Send Me this Proxy Statement?

We sent you this Proxy Statement and the enclosed proxy card because the Board of Directors (the “Board”) of Amicus Therapeutics, Inc. (sometimes referred to as “we,” “us,” “our,” “Amicus” or the “Company”) is soliciting your proxy to vote at the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) and any adjournments of the meeting to be held in a virtual-only format online via webcast on Thursday, June 9, 2022 at 9:00 a.m. Eastern Daylight Time. This Proxy Statement, along with the accompanying Notice of Annual Meeting of Stockholders, summarizes the purposes of the meeting and the information you need to know to vote at the Annual Meeting. You are invited to attend the Annual Meeting to vote on the proposals described in this Proxy Statement. You do not need to attend the Annual Meeting to vote your shares. Instead you may simply complete, date, sign and return the enclosed proxy card, or follow the instructions on the enclosed proxy card to submit your proxy by telephone or on the Internet.

We intend to mail this Proxy Statement, our 2021 Annual Report to Stockholders (including our Annual Report on Form 10-K for fiscal year 2021), the attached Notice of Annual Meeting and the enclosed proxy card to all stockholders entitled to vote at the Annual Meeting on or about April 26, 2022.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING TO BE HELD ON JUNE 9, 2022.

THE PROXY STATEMENT AND FORM OF PROXY FOR OUR 2022 ANNUAL MEETING

OF STOCKHOLDERS AND OUR 2021 ANNUAL REPORT TO STOCKHOLDERS ARE AVAILABLE AT:

www.sec.gov, through the Investor Relations section of our web site at www.amicusrx.com or

at www.proxyvote.com

Who Can Vote?

Only stockholders of record at the close of business on April 14, 2022 are entitled to vote at the Annual Meeting. On this record date, there were 280,152,758 shares of our common stock (“Common Stock”) outstanding and entitled to vote. Each share of Common Stock is entitled to one vote. The Common Stock is our only outstanding class of voting stock.

Stockholder of Record: Shares Registered in Your Name

If, on April 14, 2022, your shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote at the Annual Meeting or vote by proxy. Whether or not you attend the Annual Meeting, we urge you to fill out and return the enclosed proxy card or follow the instructions on the proxy card or Notice of Internet Availability to submit your vote by telephone or Internet to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If, on April 14, 2022, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. A number of brokers and banks enable beneficial owners to give voting instructions via telephone or the Internet. Please refer to the voting instructions provided by your bank or broker.

You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, please contact your broker, bank or other nominee for a 16-digit control number that will be required to gain access to the meeting. You will be able to vote your shares electronically during the Annual Meeting by following the instructions available on the meeting website.

TABLE OF CONTENTS

What am I voting on?

There are four matters scheduled for a vote:

•	Elect five Class III directors;

•	Approve the Amended and Restated 2007 Equity Incentive Plan to add 6,000,000 shares to the equity pool;

•	Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022; and

•	Approve, on an advisory basis, the Company’s executive compensation.

How Do I Vote?

Whether you plan to attend the Annual Meeting or not, we urge you to vote by proxy. Voting by proxy will not affect your right to attend the Annual Meeting. Make sure to have your proxy voting card, voting instruction form or Notice of Internet Availability in hand and follow the instructions to submit your vote in one of five ways:

Internet

Telephone

Mail

QR Code

At the Meeting

Visit 24/7

www.proxyvote.com

Follow on-screen

instructions

Dial toll-free

24/7

1-800-690-

6903

(registered

holders)

1-800-454-

8683

(beneficial

holders)

recorded

instructions

Cast your

ballot, sign

your proxy

card and

mail in the

postage-

paid return envelope

Scan this QR

code to vote

with your

smartphone or

device

To cast a virtual ballot:

Follow the on-screen instructions available after

logging into the meeting at:

www.virtualshareholdermeeting.com/FOLD2022

on June 9, 2022

Enter your 16-digit control number

* Refer to the 16-digit control number included on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials to vote. Your vote must be received by 11:59 p.m. Eastern Daylight Time on June 8, 2022 to be counted.

Beneficial Owners: If your shares are held in “street name” (held in the name of a bank, broker or other nominee), follow the instructions provided by your bank, broker or other nominee with these proxy materials.

How Many Votes do I have?

Each share of Common Stock that you own as of April 14, 2022, entitles you to one vote on each matter to be voted on at the Annual Meeting.

Will My Shares be Voted if I Do Not Return My Proxy Card?

If your shares are registered in your name, they will not be voted if you do not return your proxy card by mail or vote at the meeting as described above under “How Do I Vote?” If your shares are held in street name and you do not provide voting instructions to the bank, broker or other nominee that holds your shares as described above under “How Do I Vote?,” the bank, broker or other nominee has the authority to vote your unvoted shares only for Proposal 3. The broker, bank or other nominee will not be permitted to vote on the other Proposals without your voting instructions. We encourage you to provide voting instructions. This ensures your shares will be voted at the meeting in the manner you desire. If your broker cannot vote your shares on a particular matter because it has not received instructions from you and does not have discretionary voting authority on that matter or because your broker chooses not to vote on a matter for which it does have discretionary voting authority, this is referred to as a “broker non-vote”.

TABLE OF CONTENTS

May I Revoke My Proxy?

If you give a proxy, you may revoke it at any time before the Annual Meeting. You may revoke your proxy in any one of the following ways:

•	signing a new proxy card and submitting it as instructed above;

•	notifying the Company’s Secretary in writing before the Annual Meeting that you have revoked your proxy; or

•	attending the meeting and voting at the meeting if you are a stockholder of record. Attending the meeting will not in and of itself revoke a previously submitted proxy unless you specifically request it.

What if I Receive More Than One Proxy Card?

You may receive more than one proxy card or voting instruction form if you hold shares of our Common Stock in more than one account, which may be in registered form or held in street name. Please vote in the manner described under “How Do I Vote?” for each account to ensure that all of your shares are voted.

How Does the Board of Directors Recommend That I Vote on the Proposals?

PROPOSAL 1
ELECTION OF DIRECTORS
BOARD’S RECOMMENDATION: “FOR” EACH NOMINEE	We are asking stockholders to elect five directors for a three-year term. The table below sets for the information with respect to our five nominees standing for election. All of the nominees are currently serving as directors. Additional information about the candidates and their respective qualifications can be found on the “Nominees for Election at the Annual Meeting” of this Proxy Statement.
	Name	Age	Director Since
	John F. Crowley	55	2010
	Michael A. Kelly	65	2020
	Margaret G. McGlynn	62	2009
	Michael G. Raab	57	2004
	Glenn P. Sblendorio	66	2006

	PROPOSAL 2
	APPROVE THE AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN
	BOARD’S RECOMMENDATION: “FOR”			We are asking stockholders to approve the Amended and Restated 2007 Equity Incentive Plan to add 6,000,000 shares to the equity pool.

	PROPOSAL 3
	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
	BOARD’S RECOMMENDATION: “FOR”			We are asking stockholders for ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022.

	PROPOSAL 4
	ADVISORY VOTE ON EXECUTIVE COMPENSATOIN
	BOARD’S RECOMMENDATION: “FOR”			We are asking stockholders for the approval of the compensation of our named executive officers.

TABLE OF CONTENTS

If any other matter is properly presented, the proxy card provides that your shares will be voted by the proxy holder listed on the proxy card in accordance with his/her best judgment. At the time this Proxy Statement was printed, we knew of no matters that needed to be acted on at the Annual Meeting other than those discussed in this Proxy Statement.

What Vote is Required to Approve Each Proposal and How are Votes Counted?

Proposal 1: Elect Directors			The nominees for director who receive the most votes cast (also known as a “plurality” of the votes) will be elected. You may vote FOR all of the nominees, WITHHOLD your vote from all of the nominees or WITHHOLD your vote from any one or more of the nominees. Abstentions, or votes that are withheld, will not be counted as voting on the matter for purposes of electing directors. Votes that are withheld will not be included in the vote tally for the election of directors. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the election of directors. These broker non-votes will have no effect on the results of this vote.

Proposal 2: Approval of the Amended and Restated 2007 Equity Incentive Plan			The affirmative vote of a majority of the shares present or represented by proxy at the Annual Meeting and entitled to vote on such matter is required to approve the Amended and Restated 2007 Equity Incentive Plan. Abstentions will have the effect of a vote against this proposal. Brokerage firms do not have the authority to vote customers’ unvoted shares held by the firms in street name on this proposal and therefore are not entitled to vote on the matter. These broker non-votes will have no effect on the results of this vote.

Proposal 3: Ratify Appointment of Independent Registered Public Accounting Firm			The affirmative vote of a majority of the shares present or represented by proxy at the Annual Meeting and entitled to vote on such matter is required to ratify the selection of our independent registered public accounting firm. Abstentions will have the effect of a vote against this proposal. Brokerage firms have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. We are not required to obtain the approval of our stockholders to appoint our independent registered public accounting firm. However, our Board believes it is advisable to give stockholders the opportunity to ratify this appointment. If our stockholders do not ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022, the Audit and Compliance Committee of our Board will reconsider its selection.

Proposal 4: Approval, on an Advisory Basis, of Executive Compensation			The affirmative vote of a majority of the shares present or represented by proxy at the Annual Meeting and entitled to vote on such matter is required to adopt this resolution. Abstentions will have the effect of a vote against this proposal. Brokerage firms do not have the authority to vote customers’ unvoted shares held by the firms in street name on this proposal and therefore are not entitled to vote on the matter. These broker non-votes will have no effect on the results of this vote. This advisory vote on executive compensation is not binding on our Board. However, the Board will take into account the result of the vote when determining future executive compensation arrangements.

How are Votes Counted?

Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count “For”, “Withhold” (with respect to the election of directors) and “Against” (with respect to proposals other than the election of directors) votes, abstentions and broker non-votes. Shares represented by abstentions and broker non-votes will be counted in determining whether there is a quorum for the Annual Meeting. Abstentions will have no effect on Proposal 1 but will have the effect of a vote against Proposal 2, 3 and 4. Broker non-votes will not be counted towards the vote total for any proposal.

Who Will Pay the Costs of Soliciting these Proxies and How Are They Being Solicited?

Amicus will pay all of the costs of soliciting these proxies. Our directors and employees may solicit proxies in person or by telephone, fax or email. We will pay these employees and directors no additional compensation for these services. We will ask banks, brokers and other institutions, nominees and fiduciaries to forward these proxy materials to their principals and to obtain authority to execute proxies. We will then reimburse them for their expenses.

TABLE OF CONTENTS

What Constitutes a Quorum for the Meeting?

The presence, in person or by proxy, of the holders of a majority of the issued and outstanding shares of our Common Stock is necessary to constitute a quorum at the meeting. Votes of stockholders of record who are present at the meeting in person or by proxy, abstentions and broker non-votes are counted for purposes of determining whether a quorum exists.

How Can I Find Out the Results of the Voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K within four business days after the Annual Meeting.

When are Stockholder Proposals Due for Next Year’s Annual Meeting?

If you wish to submit a proposal to be considered for inclusion in next year’s proxy materials or nominate a director, your proposal must be in proper form according to Securities and Exchange Commission (“SEC”) Regulation 14A, Rule 14a-8 and received by the Secretary of the Company no later than December 27, 2022. Proposals received after that date will not be included in the proxy materials we send out in connection with the 2023 Annual Meeting of Stockholders. If a proposal is received before that date, the proxies that management solicits for the meeting may still exercise discretionary voting authority on the proposal under circumstances consistent with the proxy rules of the SEC. To be timely in accordance with our Restated By-laws, stockholder notice of any proposal, other than a stockholder proposal intended to be included in our proxy statement and submitted pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, must be received by us not earlier than November 27, 2022 and not later than December 27, 2022; provided, however, that in the event that the date of the 2023 Annual Meeting of Stockholders is more than 30 days before or more than 60 days after the anniversary date of the 2022 Annual Meeting of Stockholders, notice by the stockholder to be timely must be delivered not earlier than the close of business on the 90th day prior to the 2023 Annual Meeting of Stockholders and not later than the close of business on the later of the 60th day prior to the 2023 Annual Meeting of Stockholders or the 10th day following the day on which we make a public announcement of the 2023 Annual Meeting of Stockholders. All stockholder proposals should be marked for the attention of the Chief Legal Officer and Corporate Secretary, c/o Amicus Therapeutics, Inc., 3675 Market Street, Philadelphia, Pennsylvania 19104.

In addition, to comply with the universal proxy rules (once effective), stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934 no later than April 10, 2023.

Attending the Annual Meeting

The Annual Meeting will be held in a virtual only format online via webcast on Thursday, June 9, 2022 at 9:00 a.m. Eastern Daylight Time. You are not required to attend the Annual Meeting in order to vote.

TABLE OF CONTENTS

Recommendation:

The Board recommends the vote “FOR” the election of each of John F. Crowley, Michael G. Raab, Glenn P. Sblendorio, Margaret G. McGlynn and Michael A. Kelly as a director, and proxies solicited by the Board will be voted in favor thereof unless a stockholder has indicated otherwise on the proxy.

The Board has voted to nominate John F. Crowley, Michael G. Raab, Glenn P Sblendorio, Margaret G. McGlynn and Michael A. Kelly for election at the Annual Meeting for a term of three years to serve as Class III directors until the 2025 Annual Meeting of Stockholders, and until their respective successors are duly elected and qualified. The Class I directors— Lynn D. Bleil, Bradley L. Campbell and Robert Essner and the Class II directors—Craig A. Wheeler, Burke W. Whitman and Eiry W. Roberts, M.D.—will serve until the Annual Meetings of Stockholders to be held in 2023 and 2024, respectively, and until their respective successors have been elected and qualified.

Unless authority to vote for any of these nominees is withheld, the shares represented by the signed and dated proxy cards will be voted FOR the election as directors of Mr. Crowley, Mr. Raab, Mr. Sblendorio, Mr. Kelly and Ms. McGlynn. In the event that any nominee becomes unable or unwilling to serve, the shares represented by the enclosed proxy will be voted at the discretion of the individuals designated as proxies on the proxy cards. We have no reason to believe that any nominee will be unable or unwilling to serve as a director.

A plurality of the shares voted at the Annual Meeting is required to elect each nominee as a director.

Our Board of Directors

Our Restated Certificate of Incorporation and Restated By-laws provide that our business is to be managed by or under the direction of our Board. Our Board is divided into three classes and one class is elected at each Annual Meeting of Stockholders to serve for a three-year term. Our Board consists of eleven members. Our Board is divided amongst three classes as follows:

•	The Class I directors are Messrs. Campbell and Essner and Ms. Bleil, and their term will expire at the 2023 Annual Meeting of Stockholders;

•	The Class II directors are Messrs. Wheeler and Whitman and Dr. Roberts, and their term will expire at the 2024 Annual Meeting of Stockholders; and

•	The Class III directors are Messrs. Crowley, Raab, Sblendorio and Kelly and Ms. McGlynn, and their term will expire at the 2022 Annual Meeting of Stockholders.

Our Restated Certificate of Incorporation and Restated By-laws provide that the authorized number of directors may be changed only by resolution of the Board. Our Board has authorized that the maximum size of the Board be set at twelve members.

On February 23, 2022, our Board, upon the recommendation of the Nominating and Corporate Governance Committee, voted to nominate Messrs. Crowley, Raab, Sblendorio and Kelly and Ms. McGlynn for re-election as Class III directors at the 2022 Annual Meeting for a term of three years to serve until the 2025 Annual Meeting of Stockholders until their respective successors have been duly elected and qualified.

The Board has determined that each of the director nominees possesses the requisite skills, personal integrity, business judgment, industry experience and willingness to devote adequate time and effort necessary to serve as an effective member of the Board. A description of the background of each, along with other specific experiences, qualifications, attributes or skills that contributed to the Board’s decision to nominate the nominees, is set forth below, followed immediately by like disclosure for our existing directors whose terms of office extend beyond the Annual Meeting.

The Board is currently composed of eleven talented directors with diverse skill sets, demographic and professional backgrounds. For the graphs below, diversity includes ethnicity, gender and veteran status but the Company also values and considers diversity of age, perspective, skill, experience, competency, culture, disability and LGBTQ status when evaluating candidates for nomination.

TABLE OF CONTENTS

Nominees for Election at the Annual Meeting

Name	Age	Position
John F. Crowley⁽¹⁾	55	Director
Michael A. Kelly⁽²⁾⁽³⁾	65	Director
Margaret G. McGlynn⁽⁴⁾⁽⁵⁾	62	Director
Michael G. Raab^(3)(6)(7)	57	Director
Glenn P. Sblendorio⁽⁸⁾	66	Director

(1)	Chairman of the Board

(2)	Member of the Science and Technology Committee

(3)	Member of the Audit and Compliance Committee

(4)	Chair of the Compensation and Leadership Development Committee

(5)	Member of the Nominating and Corporate Governance Committee

(6)	Lead Independent Director

(7)	Chair of the Nominating and Corporate Governance Committee

(8)	Chair of the Audit and Compliance Committee

TABLE OF CONTENTS

John F. Crowley has served as a Director, Chairman and Chief Executive Officer since February 2010 and Chief Executive Officer since January 2005, except for the period from April 2011 through August 2011 during which time he served as Executive Chairman. Mr. Crowley has also served as a director of Amicus since August 2004, except for the period from September 2006 to March 2007 when he was in active duty service in the United States Navy (Reserve). Mr. Crowley was President and Chief Executive Officer of Orexigen Therapeutics, Inc. from September 2003 to December 2004. He was President and Chief Executive Officer of Novazyme Pharmaceuticals, Inc., from March 2000 until that company was acquired by Genzyme Corporation (“Genzyme”) in September 2001; thereafter he served as Senior Vice President of Genzyme Therapeutics until December 2002. Currently, Mr. Crowley serves as a member of the Board of Directors of Intellia Therapeutics, Inc. (NASDAQ: NTLA) and Entrada Therapeutics, Inc. (NASDAQ: TRDA). Mr. Crowley received a B.S. degree in Foreign Service from Georgetown University’s School of Foreign Service, a J.D. from the University of Notre Dame Law School, and an M.B.A. from Harvard Business School.

Skills and Qualifications: Mr. Crowley possesses strong leadership qualities, demonstrated through his service as an executive and director in the pharmaceutical industry, including his prior roles as Chief Executive Officer of development stage biopharmaceutical companies, and has extensive and intimate knowledge of the rare disease community and the needs of people living with rare diseases. He also provides our Board with in-depth knowledge of our company through the day-to-day leadership of our executives, all of which contributed to our conclusion that he should continue to serve as a Director and Chairman of the Company.

Michael A. Kelly has served as a member of the Board since December 2020. Mr. Kelly is a former senior executive of Amgen, Inc. and is currently acting as Founder & President of Sentry Hill Partners, LLC, a global life sciences transformation and management consulting business founded by Mr. Kelly in 2018. Mr. Kelly has more than two decades of executive experience as a senior leader in the life sciences industry serving in various strategic finance and operations positions at Amgen Inc. (NASDAQ: AMGN), most recently as Senior Vice President, Global Business Services and Vice President & CFO, International Commercial Operations. Mr. Kelly has also held positions at Biogen, Inc. (NASDAQ: BIIB), Tanox, Inc., and Monsanto Life Sciences, a division of the Nutrasweet Kelco Company. Currently, Mr. Kelly is an independent member of the Board of Directors for Aprea Therapeutics, Inc. (NASDAQ: APRE), DMC Global, Inc. (NASDAQ: BOOM), NeoGenomics, Inc. (NASDAQ: NEO), and Hookipa Pharma, Inc. (NASDAQ: HOOK). He also 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 holds a BSc in business administration from Florida A&M University, concentrating in Finance and Industrial Relations.

Skills and Qualifications: Mr. Kelly brings more than two decades of leadership experience in the life sciences industry and a wealth of knowledge and background in managing and growing global healthcare and biotechnology companies to the Board. He has served in various strategic finance and commercial operations positions, including, Founder and President of a global life sciences transformation and management consulting business, Chief Financial Officer and Board member of multiple biotechnology companies. Mr. Kelly also has extensive experience in developing and executing global corporate strategies for multi-product biotechnology organizations, a special skill set in organizational diversity, as well as leadership experience in humanitarian aid facing organizations focused on health outcomes and disaster relief. Mr. Kelly’s skills and experience and the substantial time he devotes to Amicus matters contributed to our conclusion that he should continue to serve as a director of the Company and as member of the Audit and Compliance and Science and Technology committees.

TABLE OF CONTENTS

Margaret G. McGlynn has served as a member of the Board since October 2009. She retired from Merck after 26 years including roles as President of Global Vaccines and Infectious Disease and President, U.S. Hospital and Specialty Products. She also served in a variety of executive leadership roles in global and U.S. marketing, sales and managed care. Following her retirement from Merck, Ms. McGlynn served as Chief Executive Officer and President of The International AIDS Vaccine Initiative. Currently, Ms. McGlynn serves as a member of the Boards of Directors of Vertex Pharmaceuticals, Inc. (NASDAQ: VRTX) and Novavax, Inc. (NASDAQ: NVAX). Previously, she served on the Boards of Air Products and Chemicals, Inc. (NYSE: APD) and Orphan Technologies. She is also Chair of the Board of HCU Network America, a non-profit which provides advocacy and supports research for patients affected by the rare disease homocystinuria. Ms. McGlynn holds a B.S. in Pharmacy and a M.B.A. in Marketing and an honorary doctorate in sciences from the State University of New York at Buffalo.

Skills and Qualifications: Ms. McGlynn has significant leadership experience in the pharmaceutical industry, including her service as a senior executive of Merck where she led commercialization across several therapeutic areas and geographies and managed large organizations. This experience, combined with her service on biopharmaceutical company boards and a rare disease patient advocacy organization, which gives her important insights into Amicus’s business and a comprehensive understanding of compensation management and the relationship of compensation practices to the organization and its development, contributed to our conclusion that she should continue to serve as a director of the Company, Chair of the Compensation Committee and member of the Nominating and Corporate Governance Committee.

Michael G. Raab has served as a member of the Board of Directors since 2004 and as Lead Independent Director since September 2018. Mr. Raab has served as President and Chief Executive Officer of Ardelyx, Inc. (NASDAQ: ARDX) since March 2009. Mr. Raab previously served as a partner of New Enterprise Associates (“NEA”) from June 2002 until December 2008, with a focus on healthcare investing. From 1999 to 2002, he was Senior Vice President, Therapeutics and General Manager, Renagel® at Genzyme Corporation. Mr. Raab currently serves as a member of the Board of Directors of Ardelyx, Inc. Mr. Raab serves as Chairman of Tempest Therapeutics, Inc. (NASDAQ: TPST), a San Francisco based clinical stage biotechnology company advancing small molecule therapeutics that modulate anti-tumor pathways. He also serves on the Emerging Companies and Health Section Governing Boards of the Biotechnology Innovation Organization. Mr. Raab holds a B.A. from DePauw University.

Skills and Qualifications: Mr. Raab has significant experience in drug development and commercialization of products in the rare diseases, cardio renal and GI diseases. He also has extensive management experience in the biopharmaceutical industry serving as Chief Executive Officer of a late-stage biopharmaceutical company and from his prior time overseeing NEA investments in pharmaceuticals and biotechnology. Mr. Raab also brings a global perspective and an integrity-based approach to compliance and governance matters, and devotes substantial time to Amicus matters, all of which contributed to our conclusion that he should continue to serve as a director of the Company, the Lead Independent Director, Chair of the Nominating and Corporate Governance Committee and a member of the Audit and Compliance Committee.

Glenn P. Sblendorio has served as a member of the Board since June 2006. Mr. Sblendorio is currently Chief Executive Officer of IVERIC bio, Inc. (NASDAQ: ISEE), formerly Ophthotech Corporation (NASDAQ: OPHT), a position that he has held since 2017 and is a member of the Board of Directors of IVERIC. Prior to IVERIC, Mr. Sblendorio was President and Chief Financial Officer of The Medicines Company (NASDAQ: MDCO) from March 2006 through March 2016 and was a member of the Board of Directors of the Medicines Company from July 2011 through December 31, 2015. Before joining The Medicines Company, Mr. Sblendorio was Executive Vice President and Chief Financial Officer of Eyetech Pharmaceuticals, Inc. from February 2002 until it was acquired by OSI Pharmaceuticals, Inc. in November 2005. Mr. Sblendorio also serves as a member of the Board of Directors of Intercept Pharmaceuticals, Inc. (NASDAQ: ICPT) (Chair, Audit). Mr. Sblendorio received his B.B.A. from Pace University and his M.B.A. from Fairleigh Dickinson University.

Skills and Qualifications: Mr. Sblendorio has significant corporate leadership experience, industry knowledge and demonstrated knowledge of financial and financing matters through his prior experience in leading pharmaceutical companies. He brings substantial expertise in the management of financial and compliance risks associated with global pharmaceutical operations and financial management strategies. Mr. Sblendorio’s specific expertise includes his service on other boards and he devotes significant time to Amicus matters both in scheduled meetings and with management and the auditors. He is the “audit committee financial expert” as defined in the SEC regulations, with particular expertise in the matters faced by the audit committee of a company with its commercial revenue guidance, geographic expansion and related expenses, all of which contributed to our conclusion that he should continue to serve as a director of the Company and Chair of the Audit and Compliance Committee.

TABLE OF CONTENTS

Directors Whose Terms Do Not Expire This Year

Name	Age	Position
Lynn D. Bleil^(1)(2)(3)	58	Director
Bradley L. Campbell	46	Director
Robert Essner⁽⁴⁾	74	Director
Eiry W. Roberts, M.D.⁽²⁾⁽³⁾	58	Director
Craig A. Wheeler⁽²⁾⁽⁵⁾	61	Director
Burke W. Whitman⁽¹⁾⁽⁴⁾	66	Director

(1)	Member of the Nominating and Corporate Governance Committee

(2)	Member of the Compensation and Leadership Development Committee

(3)	Member of the Science and Technology Committee

(4)	Member of the Audit and Compliance Committee

(5)	Chair of the Science and Technology Committee

Lynn D. Bleil has served as a member of the Board since September 2018. Ms. Bleil led the West Coast Healthcare Practice of McKinsey & Company and was a core leader of McKinsey’s worldwide Healthcare Practice before her retirement as a Senior Partner in 2013, after 25 years at the firm. Currently, Ms. Bleil serves as a member of the Board of Directors of Stericycle, Inc. (NASDAQ: SRCL), Sonova Holding AG (VX: SOON) and Alcon AG (NYSE: ALC). Her prior directorships included DST Systems, Inc. (NYSE: DST), and Auspex Pharmaceuticals (NASDAQ: ASPX). Ms. Bleil is also the Chair of the Intermountain Park City Hospital Governing Board, a non-profit organization. Ms. Bleil received her B.S.E. in Chemical Engineering from Princeton University and her M.B.A. from the Stanford Graduate School of Business.

Skills and Qualifications: Ms. Bleil brings more than three decades of experience in the broader healthcare industry and biopharma, having advised numerous executives and Boards in the sector on strategic, organizational and operational issues. She has broad expertise in healthcare strategy, business development, go-to-market strategies, reimbursement and policy.

Bradley L. Campbell has served as a member of the Board since June 2018 and as President and Chief Operating Officer since January 2015. He brings 20 years of experience in the Orphan Drug industry. Mr. Campbell joined Amicus in 2006 and leads the global organization responsible for the commercialization of Galafold®. He also oversees the Technical Operations, Market Access, Program Management, Clinical Operations and Regulatory Affairs functions. Mr. Campbell currently serves on a number of Boards including Gennao Bio, the Alliance for Regenerative Medicine (ARM), and the Corporate Advisory Board for the National Tay-Sachs and Allied Diseases Association. He previously served on the Board of ARYA Sciences Acquisition Corp III, a healthcare focused Special Purpose Acquisition Vehicle, as well as Progenics Pharmaceuticals (NASDAQ: PGNX) from 2016 until its successful acquisition by Lantheus Holdings in 2020. Prior to Amicus, Mr. Campbell spent time in various commercial and business development roles at Genzyme and Bristol-Myers Squibb and as a strategy consultant for Marakon Associates. He received a B.A. in Public Policy Studies from Duke University and an M.B.A. from Harvard Business School.

Skills and Qualifications: Mr. Campbell has significant experience within the pharmaceutical industry, much of which has been focused on rare diseases, including expertise in corporate development, strategic planning, business operations, sales and marketing. His experience, as well as his prior service on the Board of Directors of other publicly held companies in the pharmaceutical industry, provides valuable contributions to the Company as we continue our ongoing expansion as a fully integrated global commercial company.

Robert Essner has served as a member of the Board since June 2012. Mr. Essner retired as Chairman and Chief Executive Officer of Wyeth Pharmaceuticals, Inc., now part of Pfizer Inc., in 2008. During his 32 year career in the pharmaceutical industry, he held several prominent leadership positions, including Chairman of the Pharmaceutical Research and Manufacturers Association. Prior to Wyeth, Mr. Essner spent more than a decade in various management positions at Sandoz Pharmaceuticals Corporation and as President of Sandoz Consumer Healthcare Group. Mr. Essner was formerly a Director at MassMutual Financial Group. He received a Bachelor’s degree from Miami University and a Master’s degree from the University of Chicago.

TABLE OF CONTENTS

Skills and Qualifications: Mr. Essner has significant executive leadership experience in the pharmaceutical industry, including building and leading pharmaceutical businesses and launching products and managing corporate risks. His experience includes serving as Chairman and Chief Executive Officer of a pharmaceutical company, as well as having served on the Board of Directors of another publicly held company in the pharmaceutical industry.

Eiry W. Roberts, M.D., has served as a member of our Board since 2021. Dr. Roberts is a former senior executive of Eli Lilly and Company and is currently the Chief Medical Officer of Neurocrine Biosciences, Inc. She has over 25 years of pharmaceutical drug development experience, ranging across all phases of development from research through commercialization, spanning multiple therapeutic areas. Prior to Neurocrine, Roberts spent 26-years at Eli Lilly, during which she advanced through various senior and executive level roles, concluding her tenure as Vice President in Research & Development. Roberts served as the Chair of the Medical Review Committee at Eli Lilly. She is a member of the Healthcare Business Women’s Association and an Adjunct Professor of Medicine at Indiana University, Department of Clinical Pharmacology. She formerly served on the Springboard Ventures Steering Committee and was a member of the Indiana Health Forum. She has non-profit Board experience, previously serving on the Board of the Indianapolis Children’s Choir and the St. Richard’s Episcopal School Board of Trustees. Dr. Roberts is an M.D. trained in pharmacology and medicine in the United Kingdom, qualifying from the University of London. Dr. Roberts continued her post-graduate clinical training in clinical pharmacology and cardiology at St. Bartholomew’s Hospital and at the Royal London Hospital.

Skills and Qualifications: Ms. Roberts has Ms. Roberts brings more than 25 years of healthcare industry experience to the Board, spanning the areas of pharmaceutical drug development, regulatory affairs, pricing, and access. She has immense experience in leading therapeutic programs through all phases of the drug development process, regulatory frameworks, and product commercialization. She has an extensive background in medicine and experience as a Chief Medical Officer of a biopharmaceutical company. The culmination of her skills and experience add important insight into the Amicus business and its development into a leading global commercial organization.

Craig A. Wheeler has served as a member of the Board since June 2016. He is the CEO of Headwaters Biotech Advisors, where he serves as an advisor to executives in the Biotech industry. Mr. Wheeler recently completed a 14 year tenure as President and Chief Executive Officer of Momenta Pharmaceuticals (NASDAQ: MNTA), where he grew the company from a startup, through multiple product launches, and ultimately to a $6.5B acquisition by J&J in the fall of 2020. In 2011, he was an E&Y Entrepreneur of the Year Regional Award winner. In May 2012, the Boston Globe named Momenta the number one company in their annual Globe 100 survey of top performing companies. Prior to joining Momenta, Mr. Wheeler was President of Chiron Biopharmaceuticals where, during his five-year tenure, he led US and European commercial organizations and the pharmaceutical division’s global sales more than doubled. Before that, he was a senior member of The Boston Consulting Group’s health care practice and worked extensively in the health care sector with focus on pharma and biotech, particularly in regard to corporate and R&D strategy. He began his career at Merck & Company, Inc.’s (NYSE: MRK) MSDRL research unit. He also previously served as the Chairman of the Board of Avanir Pharmaceuticals, Inc. where he helped oversee the transition of the company from a research-based platform to a fully integrated CNS pharmaceutical company until 2015 when it was acquired by Otsuka Pharmaceuticals for $3.5 billion. Mr. Wheeler received his B.S. and M.S. in chemical engineering from Cornell University and his M.B.A. from the Wharton School of the University of Pennsylvania.

Skills and Qualifications: Mr. Wheeler has extensive pharmaceutical industry knowledge and leadership experience, including his demonstrated expertise in drug development, manufacturing and the technical issues facing growing biopharmaceutical companies.

TABLE OF CONTENTS

Burke W. Whitman has served as a member of the Board since June 2019. He also serves as a member of the Board of Directors of Omega Healthcare Investors (NYSE: OHI); Board of Directors of the Marine Corps Heritage Foundation; Board of Trustees of The Lovett School; Reserve Forces Policy Board; and as Chief Executive of Colmar Holdings, a private investment company. Previously he served as Chief Executive Officer (and initially Chief Operating Officer) of Health Management Associates (NYSE: HMA) 2005-08; Chief Financial Officer of Triad Hospitals (NYSE: TRI) 1998-2005; President of Deerfield Healthcare (private) 1994-98; Vice President of Almost Family (NASDAQ: AFAM) 1992-94; and Investment Banker with Morgan Stanley (NYSE: MS) 1988-92. Concurrently through 2018, he served as a reserve Major General and the senior reserve officer of the United States Marine Corps, capping 33 years of service which included active duty during 1985-88 and 2009-18 when he served with the Secretary of Defense, led multiple deployments, and was Commanding General of Marine Forces Reserve and the 4th Marine Division. Mr. Whitman previously served on the Board of Directors of the Federation of American Hospitals (Audit Chair), Board of Directors of the Toys for Tots Foundation (Investment Chair), Board of Visitors of Marine Corps University, and Founders Group of the National Museum of the Marine Corps. He holds an MBA from Harvard Business School, a Master of Strategic Studies from the Army War College, and a BA from Dartmouth College.

Skills and Qualifications: Mr. Whitman is an experienced executive and board leader of national and global organizations in health, defense, education, finance, and real estate. His broad knowledge of the healthcare sector, specific experience in strategic finance and growth, and skill in organizational leadership and governance, provide a multifaceted perspective to our global biopharma business.

Committee Memberships

Lynn D. Bleil

✔

2018

●

Bradley L. Campbell

2018

John F. Crowley (CH)

2010

Robert Essner

✔

2012

●

Michael A. Kelly

✔

2020

●

Margaret G. McGlynn

✔

2009

●

Michael G. Raab (LID)

✔

2004

●

Eiry W. Roberts, M.D.

✔

2021

●

Glenn P. Sblendorio

✔

2006

Craig A. Wheeler

✔

2016

●

Burke W. Whitman

✔

2019

●

	“CH”			Chairman of the Board
	“C”			Committee Chair
	“LID”			Lead Independent Director

TABLE OF CONTENTS

General

This section describes key corporate governance policies and practices that we believe ensure that Amicus is managed for the long-term benefit of all our stakeholders. We continuously review these policies and practices and compare them to those of our peer group and those suggested by various authorities in corporate governance to ensure we adopt best industry practices. Policies and practices that we have adopted include criteria for selecting director nominees, board leadership structure, and responsibilities of the Board of Directors and its committees, among others. Complete copies of our Corporate Governance Guidelines, Board Committee charters, and Code of Conduct are available on the “Investors—Corporate Governance” section of our website, www.amicusrx.com. You may also request a copy of these documents in writing to:

Amicus Therapeutics, Inc., 3675 Market Street, Philadelphia, PA 19104, Attn: Ellen Rosenberg, Corporate Secretary.

Corporate Governance Guidelines

Our Board has adopted corporate governance guidelines to assist our directors in the exercise of their duties and responsibilities and to serve the best interests of Amicus and its stakeholders. These guidelines provide, among other things, that:

•	The responsibility of the Board is to oversee the business and operations of Amicus;

•	The majority of the Board must be independent directors;

•	The directors have full access to management and to outside independent consultants as needed;

•	The Board conducts an annual self-evaluation; and

•	The Board establishes appropriate limitations for service as directors on other company boards.

Director Independence

Our Board has reviewed the materiality of any relationship that each of our directors has with Amicus, either directly or indirectly, as well as other factors that may impact the independence determination for each of our directors. Based on this review, our Board has determined that the following directors are “independent directors” as defined by the rules and regulations of The Nasdaq Stock Market LLC (“NASDAQ”): Mses. Bleil and McGlynn, Messrs. Essner, Kelly, Raab, Sblendorio, Wheeler and Whitman, and Dr. Roberts.

Board Leadership Structure

In February 2010, the Board elected Mr. Crowley as chairman of the Board, in addition to his role as chief executive officer, to succeed Donald J. Hayden, Jr. In September 2018, the Board appointed Mr. Raab as Lead Independent Director following Mr. Hayden’s resignation. As Lead Independent Director, Mr. Raab is responsible for, among other things:

•	leading executive sessions of the Board’s independent directors,

•	advising the independent Board Committee chairs in fulfilling their responsibilities to the Board,

•	assisting the Board and the Company’s officers in complying with the Company’s governance guidelines, and

•	overseeing the chief executive officer evaluation process and advising the Compensation and Leadership Development Committee on chief executive officer compensation.

The Company currently combines the chairman and chief executive officer positions because it believes that, at this critical juncture in the Company’s development, Mr. Crowley is best suited to oversee the development and implementation of the Company’s strategic vision including our ongoing expansion as a fully integrated global commercial company. As previously announced, effective August 1, 2022, Mr. Crowley will transition to Executive Chair of the Board and Mr. Campbell will become chief executive officer of the Company; for further discussion please see the section title “Developments with Respect to the Company’s Named Executive Officers in 2021” below. Mr. Crowley’s tenure as chairman also reflects the Board’s confidence in his leadership and vision for the Company and recognizes his accomplishments since joining the Company. The Company believes that the role of the Lead Independent Director, which is currently held by Mr. Raab, provides the Company with a governance structure that best advances the objectives of the Company while maintaining proper checks and balances on senior management, and providing the independent members of the Board with open and transparent communication regarding the Company’s strategic planning activities.

TABLE OF CONTENTS

Environmental, Social & Governance (ESG) Program

Our ESG program reflects what we view as the effective management of critical environmental, social and governance principles that are fundamental to our organization. It is our belief that a sound governance structure, coupled with a socially and environmentally responsible mindset, provides the foundation for collective and informed decision making and accountability across all facets of Amicus.

				Commitment to the Environment: Amicus is committed to producing transformative medicines for patients while practicing environmental responsibility and incorporating sustainability best practices in our operations. As a biotechnology company, our environmental footprint is relatively small in comparison to many other industries, yet we strive to minimize our footprint as much as possible. We recognize the pressing need to continuously identify and implement opportunities to achieve a reduction in greenhouse gas (GHG) emissions. Since 2020, we have made significant reductions in our physical footprint and established a hybrid approach working model, which reduces emissions associated with daily commuter travel and energy emissions produced from facility operations. As we look to enhance and promote sustainable practices in our existing and future facilities, we aspire to meet and exceed all environmental-related building standards currently in place and only occupy facilities that support our sustainability goals. The Amicus global technical operations team is further committed to improving our “green” credentials through our supply chain partners to reduce environmental impact. We have sustainability as a standing agenda item in our Quarterly Business Reviews with a growing number of vendors and we will periodically assess the progress of these programs and partners to help drive change. We are also partnering with our manufacturing vendors to manage the carbon footprint resulting from the processes used to manufacture our products and we are committed to reviewing and minimizing the environmental impact of future proposal submissions. To this end, Amicus encourages stockholders to voluntarily elect to receive future proxy and annual report materials electronically to help contribute to our sustainability efforts, which helps us reduce our impact on the environment. The numbers below show the environmental impact that the adoption of electronic delivery of proxy materials would have, based on stockholder data collected in preparation for the 2021 annual meeting:

TABLE OF CONTENTS

				Commitment to the Rare Disease Community: At Amicus, our employees strive to be champions of the rare disease community through volunteering, giving, and engagement opportunities to support the communities in which we serve. Amicus has proudly developed programs, services, and activities designed to enhance the lives of the members of the rare disease community. Each year the Company awards each employee two (2) volunteer days to encourage giving back to their local communities. Through our corporate social responsibility initiative, Healing Beyond Disease, we are proud to have developed a program to provide charitable contributions that help patient and professional non-profit healthcare-related organizations deliver programs, services, and activities to enhance the lives of their rare disease communities. At Amicus, there is a shared purpose of improving public health, patient experiences, and outcomes with a focus on educational, advocacy, and access initiatives related to those disease areas on which the company focuses its development and therapeutic programs. Amicus does not receive any significant value in terms of goods or services in return for its charitable support and matches employee donations to approved foundations up to $500 per year per employee. The graphic below quantifies the amount given in 2021:

				Commitment to our Employees and Diversity, Equity and Inclusion: We also strive for our people to have a meaningful impact on organizational performance and enable a competitive advantage. We have almost 500 employees across the U.S. and internationally who are key to advancing our programs and who contribute to our culture of passion, dedication, and excitement for the work that we do. Our Board and Senior Leadership Team are committed to broad human capital philosophies, practices, and risk management to create value and support our mission. Attracting and retaining talented team members, and creating a viable and consistent work experience, is an integral part of our competitive strategy, which drives long-term value and risk mitigation. To that end, the Compensation and Leadership Development Committee and the full Board review our key human capital programs and process on a regular basis, including our talent pipeline, turnover, workplace culture, inclusion and engagement, and workforce risk. Goals of maintaining gender diversity and increasing overall diversity and culture are embedded in our corporate and individual goals and reinforced through our compensation management decisions.

TABLE OF CONTENTS

				Amicus management reviews pay parity bi-annually in an on-going endeavor to ensure equal treatment across the organization for equal work and makes market adjustments as needed. The Compensation and Leadership Development Committee does the same for the executive levels of the Amicus workforce and reviews pay parity results for all levels on an ongoing basis.

Commitment to Governance and Risk Oversight: Finally, a robust governance and risk oversight structure is the foundation that allows our environmental and social initiatives to operate and grow. Our Board provides risk oversight primarily through its Enterprise Risk Management Program (“ERM Program”). Through this ERM Program, the Board delegates various oversight responsibilities to its committees which, in turn, provide regular updates to the Board on key risk issues and mitigation strategies in conjunction with management updates. At the business level, the President and Chief Compliance Officer co-chair the Global Risk Committee, which is comprised of the various department heads, and meets periodically to discuss potential or emerging areas of concern. Senior management is responsible for the day-to-day identification and management of risks with the Chief Compliance Officer having a dotted line to the Audit and Compliance Committee, providing quarterly updates on key developments from the global risk committee and any reports of violations of the Code of Conduct or other policies. The Audit and Compliance Committee oversees all matters related to the ERM Program, as well as risks related to financial, compliance, data privacy and cybersecurity risks, and apprises the Board of any developments under the ERM Program throughout the year. Our risk management structure, and matters overseen by the Nominating and Corporate Governance Committee, Compensation and Leadership Development Committee, and Science and Technology Committee are as follows:

For more information on our ESG initiatives, please refer to our inaugural ESG report, available in digital format on our website at www.amicusrx.com/responsibility/.

TABLE OF CONTENTS

Code of Conduct and Ethics

We have adopted a Code of Conduct and ethics that applies to all of our employees, including our principal executive officer and principal financial and accounting officer, and our directors. The text of the Code of Conduct and ethics is posted on our web site at www.amicusrx.com and will be made available to stockholders without charge, upon request, in writing to The Office of the Corporate Secretary, c/o Amicus Therapeutics, Inc. at 3675 Market Street, Philadelphia, Pennsylvania 19104. Disclosure regarding any amendments to, or waivers from, provisions of the Code of Conduct and ethics that apply to our directors, principal executive and financial and accounting officers will be included in a Current Report on Form 8-K within four business days following the date of the amendment or waiver, unless web site posting of such amendments or waivers is then permitted by the rules of NASDAQ.

Director Attendance

During the year ended December 31, 2021, there were eleven meetings of our Board, and the various committees of the Board met a total of twenty-four times. Each director attended 75% or more of the total number of meetings of the Board and of the committees of the Board on which he or she served during 2021, with no director falling below 90% attendance except for Dr. Roberts who joined the Board June 10, 2021. Of the directors up for election in 2022, Mr. Crowley attended 100%, Mr. Raab attended 92%, Mr. Sblendorio attended 100%, Mr. Kelly attended 100% and Ms. McGlynn attended 100% of the meetings of the Board and various committees of the Board of which they are members. The Board has adopted a policy under which each member of the Board is strongly encouraged to attend each Annual Meeting of our Stockholders. All of the directors serving at the time attended our 2021 Annual Meeting of Stockholders.

Furthermore, in 2021 the Company’s endeavors to consummate the ARYA-Caritas transaction (described in further detail below under the heading “Developments with Respect to the Company’s Named Executive Officers in 2021”) resulted in a significantly higher time commitment from each director than prior years. In addition to the 24 meetings of the Board and committees of the Board, directors attended thirteen additional update calls with legal advisors, accountants and various other consultants, and reviewed, evaluated and discussed a substantially greater number of board materials in preparation for the anticipated launch, and subsequent unwinding of, a newly formed, fully-funded, publicly-traded gene therapy company. Despite this atypical year, director attendance at meetings of the Board and the various committees of the Board remained extremely high, with near perfect attendance, consistent with years past, as detailed above. The ARYA-Caritas transaction was ultimately terminated prior to the closing of such transaction.

Committees of the Board and Meetings

Our Board has an Audit and Compliance Committee, a Compensation and Leadership Development Committee, a Nominating and Corporate Governance Committee and a Science and Technology Committee, each of which has the composition and responsibilities described below.

Audit and Compliance Committee. Our Audit and Compliance Committee met five times during 2021 and participated in five additional update calls, primarily relating to the Caritas-ARYA transaction. The current members of our Audit and Compliance Committee are Messrs. Essner, Kelly, Raab, Sblendorio and Whitman. Mr. Sblendorio is the Chair of the Audit and Compliance Committee.

Our Board has determined that Mr. Sblendorio is a financial expert within the meaning of Item 407(d)(5) of Regulation S-K and has “accounting or related financial management expertise” within the meaning of the rules and regulations of NASDAQ. Our Audit and Compliance Committee was established in accordance with Section 3(a)(58) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Audit and Compliance Committee assists our Board in its oversight of the integrity of our financial statements, our independent registered public accounting firm’s qualifications, independence and the performance of our independent registered public accounting firm and our compliance program.

Our Audit and Compliance Committee’s responsibilities include:

•	appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;

•	overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of certain reports from our independent registered public accounting firm;

•	reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures;

•	monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics;

•	reviewing the Company’s Code of Conduct, including adherence thereto, and monitoring our compliance programs generally, periodically reporting to the full Board;

TABLE OF CONTENTS

•	overseeing matters related to the Company’s compliance and enterprise risk management programs, processes and policies;

•	monitoring cybersecurity risk and reporting periodically to the full Board;

•	establishing policies regarding hiring employees from our independent registered public accounting firm and procedures for the receipt and retention of accounting related complaints and concerns;

•	meeting independently with our independent registered public accounting firm and management;

•	meeting independently with our Chief Compliance and Risk Officer; and

•	preparing the Audit Committee report required by SEC rules.

All audit and non-audit services to be provided to us by our independent registered public accounting firm must be approved in advance by our Audit and Compliance Committee.

NASDAQ rules require that all members of the Audit and Compliance Committee be independent directors, as defined by the rules of NASDAQ and the SEC. Our Board has determined that all the members of the Audit and Compliance Committee satisfy the independence requirements for service on the Audit and Compliance Committee.

A copy of the Audit and Compliance Committee written charter is publicly available on our web site at www.amicusrx.com.

Compensation and Leadership Development Committee. Our Compensation and Leadership Development Committee met eight times during 2021. Mses. Bleil and McGlynn, Dr. Roberts, and Mr. Wheeler are the members of our Compensation and Leadership Development Committee, and Ms. McGlynn is the chair of the committee. Our Compensation and Leadership Development Committee assists our Board in the discharge of its responsibilities relating to the compensation of our executive officers. The Compensation and Leadership Development Committee has retained Pay Governance, LLC (“Pay Governance”) as its independent executive compensation consultant. Pay Governance reports directly to the Compensation and Leadership Development Committee and provides guidance on matters including trends in executive and non-employee director compensation, the development of certain executive compensation programs, determination of the Company peer group and other matters as directed by the Compensation and Leadership Development Committee. Based on the consideration of the various factors as set forth in the rules of the SEC, the Compensation and Leadership Development Committee has determined that its relationship with Pay Governance and the work of Pay Governance on behalf of the Compensation and Leadership Development Committee has not raised any conflict of interest.

Our Compensation and Leadership Development Committee’s responsibilities include:

•	reviewing and recommending to the Board for approval, the compensation of our Chief Executive Officer;

•	reviewing and approving compensation for executive officers other than the Chief Executive Officer;

•	overseeing compensation for directors and Board committee members;

•	overseeing the evaluation of performance of our senior executives;

•	overseeing and administering, and making recommendations to our Board with respect to our cash and equity incentive plans;

•	reviewing and approving potential executive and senior management succession plans;

•	reviewing and approving non-routine employment agreements, severance agreements and change in control agreements;

•	reviewing and recommending to the Board organizational and leadership development plans and programs;

•	assessing and monitoring the Company’s organizational health, leadership development programs and processes designed to attract, develop, motivate and retain employees;

•	assessing and monitoring diversity and pay equity across all levels of the Company, including the review of programs and initiatives related thereto, periodically updating the Board;

•	reviewing and recommending to the Board for approval the annual corporate goals and objectives; and

•	reviewing the Company’s performance against the annual corporate goals and objectives and recommending to the Board a corporate multiplier which represents the percentage of achievement against the corporate goals and objectives.

TABLE OF CONTENTS

Subject to the requirements of applicable law and our governing documents, the Compensation and Leadership Development Committee may delegate any of its responsibility to subcommittees as it deems necessary or appropriate in its sole discretion. Our Board has determined that the members of our Compensation and Leadership Development Committee qualify as independent directors under the rules and regulations of NASDAQ and the SEC.

A copy of the Compensation and Leadership Development Committee’s written charter is publicly available on our web site at www.amicusrx.com.

Further discussion of the process and procedures for considering and determining executive compensation, including the role that our executive officers play in determining compensation for other executive officers, is included below in the section entitled “Compensation Discussion and Analysis.”

Please also see the report of the Compensation and Leadership Development Committee set forth elsewhere in this Proxy Statement.

Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee met five times during 2021. Mses. Bleil and McGlynn and Messrs. Raab and Whitman are the members of our Nominating and Corporate Governance Committee. Mr. Raab chairs the Nominating and Corporate Governance Committee.

Our Nominating and Corporate Governance Committee’s responsibilities include:

•	recommending to our Board the persons to be nominated for election as directors and to each of the Board’s committees;

•	conducting searches for appropriate directors;

•	reviewing the size, composition and structure of our Board;

•	developing and recommending to our Board corporate governance principles;

•	overseeing a periodic self-evaluation of our Board and any Board committees; and

•	overseeing and monitoring Company issues related to activism, corporate social responsibility, sustainability and philanthropy, periodically reporting to the Board.

Our Board has determined that the members of our Nominating and Corporate Governance Committee qualify as independent directors under the rules and regulations of NASDAQ and the SEC.

A copy of the Nominating and Corporate Governance Committee’s written charter is publicly available on our web site at www.amicusrx.com.

Science and Technology Committee. Our Science and Technology Committee met six times in 2021. Ms. Bleil, Messrs. Kelly and Wheeler, and Dr. Roberts are currently members of our Science and Technology Committee. Mr. Wheeler serves as Chair of the committee.

Our Science and Technology Committee’s responsibilities include:

•	identifying and discussing new and emerging trends in pharmaceutical science, technology and regulation to ensure that the Company makes well informed choices in the investment of its research and development resources;

•	reviewing, evaluating and advising the Board regarding the quality, direction and competitiveness of the Company’s research and development programs;

•	overseeing risk management in the areas of product quality and safety, GxP, and pharmacovigilance, including development and implementation of policies regarding the same;

•	reviewing, evaluating and advising the Board regarding the Company’s overall manufacturing strategy to ensure that the Company makes well informed choices in the investment in manufacturing capabilities and secures appropriate levels of drug supply and drug product;

•	reviewing, evaluating and advising the Board regarding the Company’s clinical and regulatory strategy, goals and objectives, and progress in achieving the clinical and regulatory strategy, goals and objectives; and

•	reviewing and making recommendations to the Board on the Company’s internal and external investments in science and technology and evaluating the Company’s current scientific resource and personnel needs.

Our Board has determined that the members of the Science and Technology Committee qualify as independent directors under the rules and regulations of NASDAQ and the SEC. A copy of the Science and Technology Committee’s written charter is publicly available on our web site at www.amicusrx.com.

TABLE OF CONTENTS

Policies Governing Director Nominations

Director Qualifications and Skills. Our Nominating and Corporate Governance Committee is responsible for reviewing with the directors from time to time the appropriate qualities, skills and characteristics desired of members of the Board in the context of the needs of the business and the composition of the Board. This assessment includes consideration of the following minimum qualifications that the Nominating and Corporate Governance Committee believes must be met by all directors:

•	a reputation for integrity, honesty and adherence to high ethical standards;

•	the ability to exercise sound business judgment;

•	substantial business or professional experience and the ability to offer meaningful advice and guidance to the Company’s management based on that experience; and

•	the ability to devote the time and effort necessary to fulfill their responsibilities to the Company.

The Nominating and Corporate Governance Committee also considers numerous other qualities, skills and characteristics when evaluating director nominees, including whether the nominee has specific strengths that would augment existing skills and experience of the Board, such as expertise and experience in science & technology, healthcare provision & payment, regulatory, commercialization, pricing & reimbursement, public policy, finance & capital markets, talent management, Biopharma manufacturing, compliance or international life science – and whether the nominee brings diversity or leadership experience as a chief executive officer/chief operating officer or board director within public companies or other complex organizations. The following matrix highlights each director’s primary skills or knowledge in these areas as identified by the Nominating and Corporate Governance Committee. As the matrix focuses solely on primary skills and knowledge, the absence of a mark does not necessarily indicate that the director does not possess such skill or knowledge.

TABLE OF CONTENTS

Process for Identifying and Evaluating Director Nominees. Our Nominating and Corporate Governance Committee has established a process for identifying and evaluating nominees for director. Although the Nominating and Corporate Governance Committee will consider nominees recommended by stockholders, it believes that the process it uses to identify and evaluate nominees for director is designed to produce nominees that possess the educational, professional, business and personal attributes that are best suited to further the Company’s mission. Our Nominating and Corporate Governance Committee may identify nominees using professional search firms that may utilize proprietary screening techniques to match candidates to the Nominating and Corporate Governance Committee’s specified qualifications. The Nominating and Corporate Governance Committee may also receive recommendations from existing directors, executive officers, key business partners, and trade or industry affiliations. Our Nominating and Corporate Governance Committee will evaluate nominations at regular or special meetings, and in evaluating nominations, will seek to achieve a balance of knowledge, experience and capability on the Board and to address the membership criteria set forth above under “Director Qualifications.” The Board itself is ultimately responsible for recommending candidates for election to the stockholders or for appointing individuals to fulfill a vacancy. The Board’s objective is to form a diverse Board of Directors where diversity includes, ethnicity, gender, veteran status, age, perspective, skill, experience, competency, culture, disability and LGBTQ status, resulting in effective decision-making, guidance, risk management and overall Board effectiveness. These dimensions of diversity are among the various factors the Nominating and Corporate Governance Committee considers in selecting candidates for nomination to the Board and focusing on these ensured the Nominating and Corporate Governance Committee was able to receive diverse candidate slates and led to the appointments of Burke W. Whitman, Lynn D. Bleil, Michael A. Kelly and Eiry W. Roberts, M.D.

Board Diversity Matrix (as of April 15, 2022)*
Total Number of Directors	11
Part 1: Gender Identity	Female	Male
Directors	3	8
Part II: Demographic Background
African American or Black	—	1
White	3	6
Did Not Disclose	—	1
Veteran Status	—	2

*	Per Nasdaq’s board diversity requirements; inapplicable categories considered by the Company have been omitted.

Procedures for Recommendation of Director Nominees by Stockholders. The Nominating and Corporate Governance Committee will consider director candidates recommended by our stockholders. In evaluating candidates recommended by our stockholders, the Nominating and Corporate Governance Committee applies the same criteria set forth above under “Director Qualifications.” Any stockholder recommendations of director nominees proposed for consideration by the Nominating and Corporate Governance Committee should include the nominee’s name and qualifications for Board membership and should be addressed in writing to the Nominating and Corporate Governance Committee, care of: Amicus Therapeutics Inc., 3675 Market Street, Philadelphia, Pennsylvania 19104, Attention: Corporate Secretary. In addition, our Restated By-laws permit stockholders to nominate directors for consideration at an annual stockholder meeting in accordance with certain procedures described in this Proxy Statement under the heading “Stockholder Proposals and Nominations for Director.”

Compensation and Leadership Development Committee Interlocks and Insider Participation. Mses. Bleil and McGlynn, Mr. Wheeler and Dr. Roberts are the members of our Compensation and Leadership Development Committee. None of the members of our Compensation and Leadership Development Committee has ever been an officer or employee of the Company. None of our executive officers serves as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more of its executive officers serving as a member of our Board or our Compensation and Leadership Development Committee.

Stockholder Communications to the Board

Our Board provides a process for stockholders to send communications to the Board. Any stockholders who wish to address questions regarding our business directly with our Board, or any individual director, should direct his or her questions in writing to the Chairman of the Board or the Secretary of the Board, c/o Amicus Therapeutics, Inc., 3675 Market Street, Philadelphia, Pennsylvania 19104. Communications will be distributed to the Board, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communications.

TABLE OF CONTENTS

Executive Officers

The following is a brief summary of the background of each of our executive officers, except for Messrs. Crowley and Campbell whose backgrounds may be found above under “Our Board of Directors”:

Daphne Quimi, 56, has served as the Company’s Chief Financial Officer since January 1, 2019. Previously she served as the Company’s Senior Vice President, Finance and has been employed with Amicus since September 2007. Prior to Amicus, Ms. Quimi served as Director of Consolidations and External Reporting at Bristol-Myers Squibb. She also held roles of increasing responsibility in the finance department at Johnson & Johnson. Ms. Quimi brings extensive experience in public accounting and financial reporting. Ms. Quimi received a B.S. in Accountancy from Monmouth University and an M.B.A. from the Stern School of Business of New York University. She serves on the board of Amylyx Pharmaceuticals, Inc. Ms. Quimi is also a certified public accountant in New Jersey.

Ellen S. Rosenberg, 59, has served as our Chief Legal Officer and Corporate Secretary since December 2018 and our General Counsel and Corporate Secretary since February 2016. Prior to joining Amicus, she served as a Senior Vice President of Shire Pharmaceuticals. Prior to Shire, Ms. Rosenberg was Associate General Counsel for the Metabolic Endocrinology division at EMD Serono Inc., the U.S. affiliate of Merck KGaA. Ms. Rosenberg brings extensive and broad ranging legal experience in the biopharmaceutical and medical device industry including mergers and acquisitions, licensing, corporate governance, product launches, risk management, litigation, investigations and compliance matters. Ms. Rosenberg also has significant experience building and developing legal teams and the in-house legal function. Ms. Rosenberg received a B.A. from the University of Connecticut and a J.D. from the University of Pennsylvania Carey Law School.

David M. Clark, 47, has served as our Chief People Officer since October 2018. Mr. Clark was previously Vice President of Global Human Resources (HR) at Alibaba Group, headquartered in Hangzhou, China, from September 2016 to August 2018. Prior to that, Mr. Clark spent eight years at American Express, where he was Senior Vice President of Human Resources and Chief Learning Officer. While there, Mr. Clark was a senior HR Business Partner and led the transformation of learning, leadership development and performance management. Previously, Mr. Clark was a Commissioned Officer on the White House senior staff. As Deputy Assistant to the President of the United States, he led the recruitment and development of the 4,000 most senior leaders in the U.S. government. Mr. Clark received a B.S. in political science from Indiana State University. He is an Eagle Scout and serves on the National Executive Board of the Boy Scouts of America. Mr. Clark is also the Chairman-Emeritus of the Board of the Make-A-Wish Foundation of America.

Hung Do, Ph.D., 54, has served as Chief Scientific Advisor since September 2021 following his role as Chief Science Officer, a position he held since July 2015. Dr. Do was as an executive officer of the Company in 2021 until transitioning into his part-time role. Previously, he served as the Company’s Senior Vice President, Discovery Biology since December 2013. Prior to joining Amicus, Dr. Do was a co-founder and Chief Scientific Officer of Callidus Biopharma, Inc. (“Callidus”), a privately held biologics company that was acquired by Amicus. Prior to founding Callidus, he headed early discovery research to decipher the mechanism of action for small molecule pharmacological chaperones at Amicus. He previously helped to demonstrate proof of concept for ERTs and served as the project leader for a second generation Pompe ERT at Genzyme. Dr. Do also led molecular biology, cell culture and purification work and helped develop an in vitro protein modification process for improving drug targeting for protein therapeutics at Novazyme Pharmaceuticals, Inc., which was acquired by Genzyme. Dr. Do holds a Ph.D. in medical biochemistry and genetics from Texas A&M University and was a post-doctoral fellow in Hematology/Oncology at Emory University.

TABLE OF CONTENTS

Executive Summary

The Compensation and Leadership Development Committee, in consultation with the Board, is responsible for establishing, implementing and overseeing our overall compensation strategy and policies, including our executive compensation program, in a manner that supports our business objectives. Our Compensation and Leadership Development Committee determined that in 2021, the Company continued its advancement as a leading orphan and rare disease company with global commercial operations and a diversified product pipeline. The specific milestones achieved in 2021 in support of the Company’s business strategy and this conclusion by the Compensation and Leadership Development Committee are described below under the heading “Annual Cash Incentive Plan”.

Our Compensation and Leadership Development Committee adheres to a longstanding pay-for-performance philosophy, and in 2021 we exceeded most of our corporate goals which resulted in an annual corporate bonus multiplier of 102%. The Compensation and Leadership Development Committee evaluates our compensation program, taking into consideration best practices and emerging trends, stockholder input as well as data and feedback provided by our independent executive compensation consultant, Pay Governance. In the past year, we have continued to take measures to align our compensation program with stockholder interests including the following actions:

•

Base salaries comprise approximately 12% of our current named executive officers’ total compensation on an aggregate basis (or, on average, approximately 14% of their direct compensation), with Mr. Crowley’s 2021 salary representing approximately 7% of his total compensation (or 8% of his direct compensation). Additionally, approximately 8% of Mr. Crowley’s total compensation in 2021 was represented by payments we made to him for medical expenses incurred for the treatment of a rare medical condition afflicting two members of Mr. Crowley’s immediate family.

•

A large majority of our named executive officers’ compensation was represented by long-term incentives, which are inherently performance based. Approximately 79% of Mr. Crowley’s total compensation (or 87% of his direct compensation) was in the form of long-term incentives. For our other named executive officers, on average, approximately 77% of their total compensation (or, on average, approximately 79% of their direct compensation) for 2021 was represented by long-term incentives.

•

For 2021, the Compensation and Leadership Development Committee determined that Mr. Crowley, along with the Senior Leadership Team, including all of our named executive officers, would continue to receive 1/3 the value of annual equity grants in Stock Options, 1/3 in Restricted Stock Units (“RSUs”) and 1/3 in Performance Restricted Stock Units (“PRSUs”). The PRSUs utilized performance measures of relative total stockholder return, and regulatory, strategic pipeline and diversity goals. Similar to stock options, utilizing PRSUs aligns the management team with stockholders and strengthens our pay for performance philosophy, because these awards only deliver value to our named executive officers if the Company achieves the long-term performance goals determined by the Compensation and Leadership Development Committee.

•	The PRSUs granted in 2019, which had a three-year measurement period ending in 2021, paid out at 97.68% of target reflecting the Company’s strong absolute and relative share price performance and commercial progress over this period.

Additionally, our Compensation and Leadership Development Committee made no COVID-19 adjustments to either the Company’s annual cash incentive program or the goals underlying the outstanding PRSU awards. As described more fully below under “The Corporate Multiplier”, the Compensation and Leadership Development Committee’s determination of a 102% corporate multiplier reflects the Company’s overall positive performance against the goals established and executed on during the continuation of the COVID-19 pandemic.

TABLE OF CONTENTS

The graphs above display the base salary, cash bonus, stock option value, RSU value and PRSU value of our chief executive officer (top graph) and our other named executive officers (bottom graph). The medical expense benefit that our chief executive officer receives is excluded from his graph.

Stock Ownership Guidelines

We maintain stock ownership and retention guidelines for our directors and named executive officers to ensure that each of them has a long-term equity stake in Amicus, in order to both closely align the interests of directors and officers to those of our stockholders and to further our commitment to corporate governance.

Under the stock ownership guidelines, certain executive officers and all non-employee directors must maintain a multiple of their annual retainer or salary, as applicable, as follows:

	Position			Stock Retention Amount
	Chief Executive Officer			4 times executive’s base salary
	President			2 times executive’s base salary
	Other Executive Officers			1 time executive’s base salary
	Directors			3 times director’s annual retainer

Directors and executive officers have five years from the date of implementation of the policy (or, if later, from date of hire) to attain the required stock ownership. Stock ownership includes shares of Common Stock and any restricted stock units (including any vested PRSUs) that were settled and deferred into the Stock Deferral Plan (as defined below). All named executive officers and directors have met or are on track to meet the stock ownership guidelines, including David M. Clark, Chief People Officer, who is a named executive officer for the first time this year. The Compensation and Leadership Development Committee of the Board monitors compliance with this policy.

TABLE OF CONTENTS

Prohibition on Hedging and Pledging

The Company considers it inappropriate for persons employed by or associated with the Company to engage in certain transactions related to the securities of the Company (“Subject Securities”) that could result in their interests no longer being aligned with the same interests and objectives as other stockholders of the Company. Therefore, as part of its anti-hedging and anti-pledging policy, the Company restricts these persons from hedging, engaging in short-sales, transacting in publicly traded options, and pledging Subject Securities.

Certain hedging and monetization transactions involve the establishment of a short position in the Subject Securities and limit or eliminate a person’s ability to profit from an increase in the value of the Subject Securities. Accordingly, these transactions can cause a person’s interests to be misaligned with other stockholders of the Company. The Company therefore prohibits its directors, executive officer and employees from engaging in any hedging and monetization transactions involving the Subject Securities. The Company’s directors and executive officers are also prohibited from engaging in short sales of Subject Securities (sales of securities that are not then owned).

Subject Securities held in a margin account or pledged as collateral for a loan may be sold without a person’s consent if he or she fails to meet a margin call or defaults on a loan, which may occur at a time when the covered person is aware of material nonpublic information or is otherwise not permitted to trade in Company securities. Therefore, our directors, executive officers and employees are prohibited from engaging in these activities.

Clawback Policy

We also have a policy for recoupment of performance-based compensation in the event of a financial restatement. Our policy provides that in the event of a financial restatement, the Board will seek to recover any incentive-based compensation and equity awards made to an executive officer during the three-year period preceding a restatement. In determining whether and to what extent a recoupment is necessary, the Board will consider (1) the executive officer’s intentional misconduct or gross negligence that was a contributing factor to the restatement; (2) the amount of incentive compensation or equity award predicated on achieving financial results that were part of the restatement; and (3) the difference in the amount of incentive compensation or equity award that would have been awarded based upon the restatement.

Other factors that the Board can consider include (1) whether the recoupment would violate law or prejudice a claim; (2) other penalties or repercussions, instead of recoupment; and/or; (3) the nature of events leading to a restatement.

The Board retains the discretion to amend the policy as appropriate.

Executive Compensation

We describe our executive compensation program below and provide an analysis of the compensation paid and earned in 2021 by our “named executive officers”—our chief executive officer, chief financial officer, our three other most highly compensated executive officers and one former executive officer. For 2021, our named executive officers are:

•	Chairman and Chief Executive Officer, John F. Crowley;

•	Chief Financial Officer, Daphne Quimi;

•	President and Chief Operating Officer, Bradley L. Campbell;

•	Chief Legal Officer and Corporate Secretary, Ellen S. Rosenberg;

•	Chief People Officer, David M. Clark; and

•	Chief Scientific Advisor (formerly Chief Science Officer), Hung Do.

TABLE OF CONTENTS

Executive Compensation Governance Practices

Below we summarize certain executive compensation related governance practices that we follow and that we believe serve our stockholders’ long-term interests.

What We Do
✔			Maintain an executive compensation program designed to align pay with performance
✔			Conduct an annual say on pay advisory vote
✔			Seek input from, listen to and respond to stockholders
✔			Have double trigger on executive severance arrangements and executive stock option grants
✔			Prohibit hedging and pledging of company stock
✔			Retain an independent compensation consultant
✔			Maintain stock ownership guidelines for executives and directors
✔			Maintain a clawback policy

What We Do NOT Do
✘			Provide executives with tax gross-ups other than for Company required relocations
✘			Provide guaranteed bonuses

“Say on Pay” Consideration

At our 2021 annual meeting of stockholders, approximately 98% of the shares voted at the meeting approved, on an advisory basis, the compensation of the named executive officers. In light of stockholders’ strong support of our most recent say-on-pay proposal, the Compensation and Leadership Development Committee did not undertake fundamental changes to our executive compensation programs following the 2021 annual meeting of stockholders. Nonetheless, we continue to solicit the input of our stockholders and in 2021 our investor relations team proactively engaged with major stockholders, representing approximately 75% of shares outstanding, on the Company’s pay practices. As evidenced by the voting detailed above, the vast majority of the shares voted approved the ‘say on pay’ advisory proposal and the Compensation and Leadership Development Committee continues to focus on pay practices that align compensation with performance. The Compensation and Leadership Development Committee monitors and considers the results of the annual advisory “say on pay” proposal and feedback received from stockholders.

Objectives and Philosophy of Executive Compensation

We are a global patient-dedicated biotechnology company engaged in the discovery, development and commercialization of a diverse set of novel treatments for people living with rare genetic diseases. We operate in an extremely competitive, rapidly changing and heavily regulated industry, and the long-term success of our business requires a high degree of innovation and adaptability. We believe that the skill, talent and dedication of our executive officers are critical factors affecting our long-term success, especially at this critical time in our history as we execute our business strategy. Therefore, our compensation program for our executive officers, including our named executive officers, is designed to attract, retain and motivate the best possible executive talent. Utilizing a pay-for-performance compensation philosophy, we have designed a program that provides the ability to differentiate the total compensation mix of our named executive officers based on their demonstrated performance and their potential to contribute to our long-term success.

Our compensation philosophy is to:

•	provide our executives a competitive total compensation opportunity relative to the organizations with which we compete for executive talent;

•	attract and retain individuals of superior ability and managerial talent who can successfully perform and succeed in our environment;

•	increase the incentive to achieve key strategic and financial performance measures by linking compensation opportunities and actual compensation earned through our pay for performance compensation program to the achievement of corporate goals; and

•	deliver pay in a cost-efficient manner that aligns employees’ compensation with stockholders’ long-term interests.

TABLE OF CONTENTS

Our compensation program is designed to reward the accomplishment of our corporate goals in a manner consistent with the Company’s values, which stresses not only results but also how those results are attained. In order to meet the objectives of our compensation philosophy, we maintain a robust goal setting and performance management program.

The chief executive officer established general individual goals for the named executive officers, other than himself, at the beginning of 2021 that were specific to such executive officer’s area of expertise and supported our corporate goals for the year. For 2021, annual cash incentive bonuses for our named executive officers other than Mr. Crowley were determined by the combination of both the corporate multiplier and an individual multiplier. For Messrs. Campbell, Clark and Do, and Mses. Quimi and Rosenberg, the attainment of individual goals was assessed within a range of 0 to 133% multiplier for each individual; this individual multiplier, along with the final corporate multiplier, were applied to the target bonus to determine final annual incentive bonus payouts.

The Compensation and Leadership Development Committee believes that the corporate multiplier should continue to be a significant factor in determining bonus payouts because it closely aligns our named executive officers’ compensation with the interests of our stockholders. The Compensation and Leadership Development Committee believes that including the individual multiplier for named executive officers, other than Mr. Crowley, as a component of such named executive officers’ bonus payouts is important to incentivize our officers as we expand as a global commercial biotechnology company. However, because of Mr. Crowley’s influence on the overall performance of Amicus, the Compensation and Leadership Development Committee believes it is appropriate and in the best interests of our stockholders to continue to base Mr. Crowley’s cash bonus on the Board’s determination, with the Compensation and Leadership Development Committee’s recommendation, of the achievement of corporate objectives without regard to an individual multiplier.

Risk Analysis of Compensation Policies and Practices

The Compensation and Leadership Development Committee is aware that compensation arrangements, if not properly designed, could encourage inappropriate or excessive risk taking. We believe that our overall compensation program encourages our named executive officers and other employees to focus on both short-term and long-term objectives and does not encourage excessive risk taking. Our stock options vest over multiple years and their value is not directly linked to the achievement of short term defined metrics. To enhance this posture, the Committee made the decision, starting in 2017, to award performance based restricted stock unit grants in addition to stock options and restricted stock units. In addition, cash incentive bonuses tied to the achievement of Company and individual goals have historically made up a small percentage of our executive officers’ total compensation package. The Nominating and Corporate Governance Committee implemented stock ownership guidelines, which ensure significant amounts of actual share ownership over time for our executive officers, mitigate excessive risk taking and foster an ownership mentality among our senior leaders. Further, we operate as a single business unit and therefore are not exposed to the risks that may be associated with operating through several segments, such as one business unit being significantly more profitable than another or having a compensation structure that is significantly different than that of other units. The Compensation and Leadership Development Committee will continue to review risk as one of the elements it considers in the planning process for executive compensation in the future.

Compensation Program Elements and Pay Level Determination

Each year the Compensation and Leadership Development Committee reviews and determines base salaries, annual cash incentives and long-term incentive awards for all executive officers. In setting our executive compensation programs, the Compensation and Leadership Development Committee reviews market data at the 25^th, 50^th, and 75^th percentile and generally targets aggregate total direct compensation for the named executive officers as a group to approximately the 50^th percentile of our peer group (as discussed below). Actual compensation levels for each named executive officer depend on factors such as individual performance, Company performance, skills/capabilities, overall impact/contribution, experience in position, criticality of position and internal equity. For 2021, the base salaries, annual cash incentives and long-term incentive awards determination for all named executive officers, excluding our chief executive officer, were approved by our Compensation and Leadership Development Committee, which is comprised solely of independent directors. For the chief executive officer, the base salary, annual cash incentives and long-term incentive awards were recommended by the Compensation and Leadership Development Committee to the Board, which reviewed and approved the final compensation. The Compensation and Leadership Development Committee considered all the information presented (including external competitiveness, the individual’s performance, Company performance and internal equity) and applied its collective knowledge and discretion to determine the compensation for each named executive officer.

As part of the compensation evaluation process, the chief executive officer presents to the Compensation and Leadership Development Committee an individual assessment of each named executive officer’s performance, excluding the chief executive officer’s performance, over the prior year, as well as the recommended compensation action for each such named executive officer. Based on corporate and individual performance, the chief executive officer makes a compensation recommendation for each such named executive officer which includes actions on base salary, bonus and long-term incentive grant target value. Individual goals are designed to support the achievement of the yearly corporate goals. The chief executive officer’s recommendations may also take into account input from the executive’s peers and direct reports, as appropriate. The

TABLE OF CONTENTS

recommendations of the chief executive officer are afforded significant weight by the Compensation and Leadership Development Committee, because of his familiarity with the day-to-day performance of his direct reports. However, the final determination of each executive officer’s pay, other than that of the chief executive officer, is made by the Compensation and Leadership Development Committee.

The chief executive officer’s performance is assessed by all independent directors under the leadership of our Lead Independent Director. The Compensation and Leadership Development Committee bases its recommendation to the Board for the chief executive officer’s compensation upon this assessment, and the final determination of the chief executive officer’s compensation is made by the Board.

Long-term incentive grants are based on an executive’s level within the organization, competitive data for our peer group, and in the case of our named executive officers, several other factors which are more fully described below under “Long-Term Incentive Programs”. Long-term incentive grants are designed to motivate and retain the executive team to best achieve the Company’s goals and implement our business strategy, thereby increasing stockholder value.

Developments with Respect to the Company’s Named Executive Officers in 2021

Effective September 28, 2021, Chief Science Officer Hung Do amended his employment agreement with the Company and was appointed Chief Scientific Advisor. Furthermore, on September 29, 2021 it was announced that, in connection with the anticipated closing of the ARYA Sciences Acquisition Corp IV’s (“ARYA”) acquisition of the Company’s gene therapy portfolio, President and COO Bradley Campbell would succeed John Crowley as the Company’s CEO, with Mr. Crowley becoming the CEO of the newly formed company, Caritas Therapeutics, Inc. (“Caritas”). In the same announcement, it was also disclosed that Chief Financial Officer Daphne Quimi had assumed Samantha Prout’s role as Principal Accounting Officer in anticipation of Ms. Prout’s transition to Caritas.

On February 24, 2022, the Company announced the termination of the business combination agreement with ARYA and that Mr. Crowley will remain CEO of the Company until August 1, 2022, at which time he will then transition to the role of Executive Chair of the Board. Mr. Campbell will succeed him as CEO at that time.

Role of Independent Compensation Consultant

The Compensation and Leadership Development Committee has engaged Pay Governance to assist the Compensation and Leadership Development Committee by providing ongoing executive compensation consulting. The Compensation and Leadership Development Committee has reviewed the independence of Pay Governance; because of the policies and procedures that Pay Governance and the Compensation and Leadership Development Committee have in place, the Compensation and Leadership Development Committee is confident that the advice it receives from executive compensation consultants at Pay Governance is objective and not influenced by Pay Governance’s or its affiliates’ relationships with the Company or its officers and has concluded that Pay Governance’s work does not raise any conflict of interest.

TABLE OF CONTENTS

Peer Group

The Compensation and Leadership Development Committee, with the advice and analysis of its independent executive compensation consultant Pay Governance, established the peer group set forth below as a reference point for assessing named executive officer target compensation against market competitive data. The Compensation and Leadership Development Committee, upon advice from Pay Governance, selected the companies that comprise our peer group through a robust screening process that considered publicly traded U.S. biopharmaceutical companies that were similar to Amicus in size, market capitalization and business operating model and operate in geographic locations that generally have similar pay levels. Three companies (Editas Medicine, Inc., Intercept Pharmaceuticals, Inc., and Neurocrine Biosciences, Inc.) were removed from the peer group last year. Editas was removed as it lacked commercial revenue, has an early-stage pipeline, and focuses on genome editing. Intercept was removed due to a decline in its market capitalization while Neurocrine was removed due to both its high market capitalization and its focus on gene therapy. The Compensation and Leadership Development Committee replaced Editas Medicine, Intercept Pharmaceuticals and Neurocrine Biosciences with Bluepoint Medicines Corporation, Deciphera Pharmaceuticals, Inc., Ironwood Pharmaceuticals, Inc. and Travere Therapeutics, Inc. upon the recommendation of Pay Governance due to their similarity to Amicus based on the criteria set forth above. The Compensation and Leadership Development Committee intends to continue reviewing and revising the peer group annually to ensure that it continues to reflect publicly traded companies of similar size and business model.

Acadia Pharmaceuticals	Acceleron	Agios Pharmaceuticals
Alkermes	Bluebird Bio	Bluepoint Medicines Corporation
Deciphera Pharmaceuticals	Exelixis	FibroGen
Global Blood Therapeutics	Insmed	Ionis Pharmaceuticals
Ironwood Pharmaceuticals	PTC Therapeutics	Sage Therapeutics
Travere Therapeutics	Ultragenyx Pharmaceuticals

Elements of Compensation

Our executive compensation consists primarily of base salary, annual cash incentive plan, and long-term incentive program, each of which plays an important role in our pay for performance philosophy and in achieving our compensation program objectives. For each element of compensation, we target an overall executive compensation program that is competitive with market data.

Base Salaries

Base salaries are paid to our named executive officers to provide a level of compensation that is both competitive with the external market and is commensurate with each named executive officer’s scope of responsibilities, past performance, experience and skills. The base salary for each of our named executive officers was as follows:

	Base salary at December 31,
Name and Principal Position	2020	2021
John F. Crowley Chairman and Chief Executive Officer	$720,000	$741,598
Daphne Quimi Chief Financial Officer	$452,000	$470,080
Bradley L. Campbell President and Chief Operating Officer	$515,904	$552,018
Ellen S. Rosenberg Chief Legal Officer and Corporate Secretary	$452,389	$470,485
David M. Clark Chief People Officer	—⁽¹⁾	$440,274
Hung Do Former Chief Science Officer	$427,063	$217,802⁽²⁾

(1)	Mr. Clark was not a named executive officer in 2020.

(2)	Represents Dr. Do’s base salary following his transition from a full-time employee as Chief Science Officer to a part-time employee as Chief Scientific Advisor.

The base salary increases for each of our named executive officers set forth above reflect merit increases and cost-of-living adjustments for 2021.

TABLE OF CONTENTS

Annual Cash Incentive Plan

We maintain an annual cash incentive program to motivate and reward the attainment of annual strategic, operational, financial and individual goals. For all program participants, annual target cash incentive opportunities are expressed as a percentage of base salary, which we believe is consistent with market practice. The target bonus percentages of base salary were generally determined by level in the organization in accordance with market-based considerations and contractual entitlements. In 2021, following a review of market data, the target bonus percentages for our officers (other than the chief executive officer and president) was increased from 40% of base salary to 45% of base salary.

The target bonus percentages for 2021 are as follows:

	Position			2021 Target Bonus % of Base Salary
	Chief Executive Officer			65%
	President			50%
	Other Named Executive Officers			45%

For 2021, bonuses awarded under the plan to our named executive officers, other than Mr. Crowley, were determined based on both the corporate multiplier and an individual multiplier. The corporate multiplier ranges from 50% to 160%, with the Compensation and Leadership Development Committee having final discretion to adjust the upper or lower limits as appropriate. For bonuses related to 2021 performance, the corporate multiplier was determined to be 102% based on the Company’s performance for the reasons described below.

In order to determine bonus calculations under the plan, the target bonus for each eligible named executive officer, other than Mr. Crowley, was determined by first multiplying the officer’s target bonus percentage of base salary by 102% (the corporate multiplier) and then multiplying such result by his or her individual multiplier. Mr. Crowley’s bonus under the plan was determined by multiplying the 102% corporate multiplier by his target bonus percentage of 65% of base salary, which results in a 2021 bonus of approximately 66% of Mr. Crowley’s base salary. The table below titled “Calculation of Annual Cash Incentive Bonuses” further demonstrates the calculation of the 2021 annual bonuses paid to our named executive officers.

The Corporate Multiplier

On an annual basis, the Board works with management to set Company goals and objectives that are challenging and reflect an ambitious timetable for the execution of the Company’s strategies commensurate with our short and long-term business plan. The Company’s internal goals and objectives reflect complex assumptions based on internal analyses and projections and are intended to encourage the Company to pursue its business plan in an expedited manner. Once the Company’s goals and objectives are proposed, they are reviewed by the Compensation and Leadership Development Committee and then recommended for approval by the full Board. The Compensation and Leadership Development Committee periodically reviews the Company’s goals and, from time to time, may choose to recommend revisions to the Board.

At the time the goals and objectives are set, the Compensation and Leadership Development Committee believes that their full attainment will be appropriately challenging due in part to internal and external factors. However, while total achievement of all goals and objectives set at the beginning of the year may not be expected, the Compensation and Leadership Development Committee holds management accountable to significantly advance the Company’s business objectives throughout the year in order to achieve at least a 100% corporate multiplier.

TABLE OF CONTENTS

The Compensation and Leadership Development Committee reviews corporate performance against each of the pre-established targets and weighting to determine the extent to which such goals were attained. The Compensation and Leadership Development Committee’s rationale behind its determination of both the attainment of corporate goals and the percentage completed for each such goal is described below. These objectives were established at the beginning of 2021 and were reflective of the corporate strategy at that time. In early 2022 the Company announced a strategic portfolio realignment and established corporate goals reflective of this shift which will be disclosed in the 2023 proxy statement.

In reaching its determination on the corporate multiplier for 2021, the Compensation and Leadership Development Committee applied the percentage that the Compensation and Leadership Development Committee determined was completed against the pre-established weighting of the corporate objectives as follows:

The Compensation and Leadership Development Committee elected to round the percentages displayed above up to the nearest whole number in arriving at a 2022 corporate multiplier of 102%, which was approved by the Board.

2021 Corporate Objectives Measurement

As stated above, the Company and the Compensation and Leadership Development Committee established objectives for 2021 and thoroughly reviewed the company’s performance in achieving those objectives.

•

For the Galafold^® revenue goal, we ended the year with approximately $300 million in revenue, calculated on a constant currency basis, meeting the target of $300 million. We also achieved expanded access of Galafold and ended the year with five additional countries accepting Galafold reimbursement versus the target of two.

•	For the Pompe program, we submitted the BLA to the FDA on in July 2021. We also made submissions in Europe and the UK and significantly advanced the Pompe program with Early Access to Medicines Scheme (EAMS) approval in Europe and the approval of a free-of-charge access program in Japan.

•	For our Gene Therapy and Pipeline goal, management in consultation with the Science and Technology Committee and the Compensation and Leadership Development Committee, made strategic decisions to terminate the CLN6 program and delay certain deadlines, resulting in less than 100% goal achievement.

•	In 2021, management completed a private placement of equity that resulted in $200 million of cash, extending the runway to self-sustainability and profitability under the current operating budget.

•

In our second year of introducing a people and culture goal, we strengthened our organization by identifying successors for critical roles across the Company. Additionally, we continued to strengthen our culture of diversity and inclusion through increased focus on diverse and inclusive recruiting and hiring strategies. In 2021, more than 60% of our hires were diverse and 50% of the members of our executive committee were women.

TABLE OF CONTENTS

Finally, in evaluating the overall corporate performance for 2021, the Compensation and Leadership Development Committee determined that the Company had demonstrated high quality execution across the business and had positioned the Company for continued success in 2022 and beyond. As such, the Compensation and Leadership Development Committee evaluated these achievements and recommended a 102% corporate modifier for 2021, which was approved by the Board.

The Individual Multiplier

Design

While we believe that the corporate multiplier should remain a significant factor in the bonus calculation, the Compensation and Leadership Development Committee believes it is important to recognize and separately incentivize the individual performance of our named executive officers (excluding the chief executive officer) as a fully integrated pharmaceutical company. We therefore determined that the individual multiplier for Messrs. Campbell, Clark and Do and Mses. Quimi and Rosenberg, would range from 0-133% based on performance described below. As noted above, the Compensation and Leadership Development Committee continues to believe that Mr. Crowley’s bonus should be determined solely by reference to the corporate multiplier. However, the Compensation and Leadership Development Committee periodically reviews and discusses its evaluation of the chief executive officer’s performance and accomplishments in executive session along with the Lead Independent Director of the Board and without the presence of the chief executive officer as part of its year-end executive officer review process.

The individual multiplier for each executive is determined after considering several factors including achievement of individual objectives, departmental or organizational performance and other significant accomplishments. Individual objectives are necessarily tied to the particular area of expertise of the executive and are designed to support the Company’s achievement of its corporate goals. Individual goals are evaluated based on leadership and performance on specific functional goals that are tied to the corporate goals.

These objectives are set with the belief that full achievement will be difficult and challenging, but attainable, so long as the officer is fully committed to the accomplishment of such objectives through significant effort and dedication to the Company’s strategies and an ability to quickly adapt to a constantly evolving business environment.

Individual performance objectives of our named executive officers, other than the chief executive officer, are determined by the executive officer to whom each such named executive officer reports, which for 2021 was Mr. Crowley for all of our named executive officers. During the annual review process, the Company’s chief executive officer discusses with the Compensation and Leadership Development Committee his overall evaluation for each such executive, which includes each such executive’s performance and accomplishments as they relate to the Company’s corporate goals, departmental performance, and other significant accomplishments. While the Compensation and Leadership Development Committee relies in part on the chief executive officer’s evaluation of the other named executive officers, it also considers the degree of difficulty in attaining the Company’s goals and such executive’s accomplishments. In considering the degree of difficulty, the Compensation and Leadership Development Committee considers factors such as the influence of external events, including unanticipated clinical events and regulatory timelines, and the effort expended by executives. Upon the completion of such process, the Compensation and Leadership Development Committee determines the individual multiplier for each named executive officer, other than the chief executive officer, based on the Compensation and Leadership Development Committee’s subjective determination of such officer’s satisfaction of the applicable goals.

2021 Determinations

In determining the individual multiplier for our named executive officers (excluding the chief executive officer), the Compensation and Leadership Development Committee noted each such executive officer’s individual and departmental performance throughout the year and how those performances supported the Company’s achievement of its corporate goals. The specific individual factors that the Compensation and Leadership Development Committee noted in subjectively determining each such named executive officer’s individual multiplier were as follows:

Bradley L. Campbell, President and Chief Operating Officer (110% Individual Multiplier)

•	Advanced the global launch of Galafold^® with approximately $300M in global product revenue with patient focus and highest business integrity;

•	Continued the global expansion of Galafold^® commercial availability with label expansion and regulatory submissions and approvals in additional geographies; and

•	Partnered in leading the design of Caritas, the proposed spin-off of the Amicus gene therapy business via a merger with ARYA IV, a special purpose acquisition company (commonly referred to as a “SPAC”).

Daphne Quimi, Chief Financial Officer (130% Individual Multiplier)

•	Managed to the Board approved budget;

TABLE OF CONTENTS

•	Identified and implemented cost efficiencies and a private placement of equity resulting in $200M of cash; and

•	Ended 2021 with a minimum of 18 months cash on-hand.

Ellen S. Rosenberg, Chief Legal Officer and Corporate Secretary (130% Individual Multiplier)

•	Strategically partnered with multiple functions and led negotiations of multiple agreements in support of the creation of Caritas and business combination with ARYA;

•	Led Board review of risk oversight and allocation to Board Committees of risk oversight responsibilities; and

•	Maintained SEC compliance in all of our activities.

David M. Clark, Chief People Officer (130% Individual Multiplier)

•	Led the organizational, people, IT, facilities and corporate communications components of the creation of Caritas;

•	Led the implementation of the Company’s new Diversity, Equity and Inclusion efforts, resulting in overachieving the Company’s Culture and People goal; and

•	Partnered with multiple functions in the wind-down of the Company headquarters in Cranbury, NJ, while identifying a new facility in Princeton, NJ.

Hung Do, Chief Scientific Advisor (100% Individual Multiplier)

•	Successfully transitioned the Chief Science Officer role while continuing to support the Company’s science department at a high level.

Calculation of Annual Cash Incentive Bonuses

The calculation of the named executive officers’ individual cash incentive payments for service in 2021 is summarized in the table below.

Name and Principal Position	Corporate Multiplier (%)	Individual Multiplier (%)	Target Bonus (%)	Base Salary ($)	Payout ($)
John F. Crowley Chairman and Chief Executive Officer	102	N/A	65	$741,598	$491,679
Daphne Quimi Chief Financial Officer	102	130	45	470,080	280,497
Bradley L. Campbell President and Chief Operating Officer	102	110	50	552,018	309,682
Ellen S. Rosenberg Chief Legal Officer and Corporate Secretary	102	130	45	470,485	280,738
David M. Clark Chief People Officer	102	130	45	440,274	262,711
Hung Do Former Chief Science Officer	102	100	45	217,802	99,971

Long-Term Incentive Programs

We believe that long-term performance will be achieved through an ownership culture that rewards our named executive officers for maximizing stockholder value over time and that aligns the interests of our employees and management with those of stockholders. Our Amended and Restated 2007 Equity Incentive Plan, or the 2007 Plan, authorizes us to grant stock options, restricted stock, RSUs, PRSUs and other equity-based awards.

We continued our strategy for equity compensation using a mix of non-qualified stock options, time based RSUs, and PRSUs for annual awards to our named executive officers. We utilize a value-based approach to allocate equity, with one third of the value assigned to each such type of equity vehicle in grants to each named executive officer. Under our current equity plan, our non-qualified stock option awards vest over a four-year period with 25% vesting one year after the vesting commencement date and the remainder vesting ratably each month thereafter over a three year period, subject generally to continued service with us. The non-qualified stock options expire ten years after the date of grant. RSU awards vest, subject generally to continued service with us, over a four-year period with 25% vesting each year upon the anniversary of the date of grant. PRSU awards vest over a three-year period based on the attainment of the applicable goals at the end of such period, subject generally to continued service with us through the end of such period.

TABLE OF CONTENTS

We use a mix of stock options, RSUs, and PRSUs as long-term incentive vehicles because we believe that:

•	Stock options, RSUs and PRSUs, along with their vesting periods, provide a balanced mix to attract, motivate and retain executives;

•	Stock options are inherently performance based. Because all of the value received by the recipient of a stock option is based on the growth of the stock price, stock options enhance the executives’ incentive to increase our stock price and maximize stockholder value;

•	RSUs help enhance executive actual stock ownership while helping to retain executives. Final value depends on the change in stock price over the vesting period;

•	PRSUs align executives with the goals of the company and its stockholders, while still assisting in the retention of our executives. Final value depends on company performance and the change in stock price over the vesting period;

•	Stock options, RSUs and PRSUs help to provide a balance to the overall executive compensation program as base salary and our annual performance bonus program focus on short-term compensation, while long-term incentives reward executives for increases in stockholder value over the longer term.

Stock Option, Restricted Stock Unit Awards, Performance Restricted Stock Unit Awards

The Compensation and Leadership Development Committee believes that granting annual equity awards provides management with a strong link to long-term corporate performance and the creation of stockholder value, as well as providing continued retention via long-term vesting. In 2021, the Compensation and Leadership Development Committee continued the approach of having such annual equity grants consist of stock options, RSUs and PRSUs.

The Compensation and Leadership Development Committee determines the value and corresponding number of shares subject to options, RSUs or PRSUs that are granted to our named executive officers in its sole discretion. In applying that discretion, the Compensation and Leadership Development Committee takes into account a number of factors including the current price of our Common Stock, peer group data, each individual’s role and performance and recent Company developments. All of the stock option and RSU awards are subject to four-year vesting schedules. The 2021 stock option and RSU grants are described in the section entitled “Grants of Plan-Based Awards.” The sizing of such LTI grants are based on a fixed dollar value at grant instead of a fixed number of shares. In determining the value of these LTI grants, the Black-Scholes option pricing model is used to estimate the grant date fair value of stock options, whereas the value of RSUs is the fair market value of the shares of Common Stock underlying such RSUs on the date of grant. Assumptions made in this valuation are discussed in our annual report for the year ended December 31, 2021, filed with the SEC on Form 10-K on February 24, 2022 (the “Form 10-K”) at Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Share-based Compensation. The Compensation and Leadership Development Committee determined that this methodology helps to ensure that the value of LTI grants is aligned to the market.

The target value of the PRSU grants in 2021 consisted of 33% of the total assigned equity compensation value to each named executive officer. The goals associated with these PRSUs were established by the Compensation and Leadership Development Committee and approved by the Board. The Compensation and Leadership Development Committee believes that these goals are difficult and challenging to attain and appropriately align incentives with performance. The PRSUs have a 3-year cliff vesting period and were weighted as follows:

2021 PRSU Performance Metrics and Weightings
TSR Goal (%)	Regulatory Goal (%)	Pipeline Goal (%)	People Goal (%)
50	20	20	10

The total stockholder return (“TSR”) goal compares the TSR of the Company’s common stock to the TSR of the NASDAQ Biotechnology Index over the three-year performance period. Achievement of the 2021 PRSU TSR goal will be determined in accordance with the following schedule, with straight line interpolation applied for performance falling between such levels:

Performance Level	Three-Year TSR Ranking vs. Performance Peer Group	Percentage of Granted TSR Shares to Vest
Maximum	90th Percentile or higher	200%
Above Target	75th Percentile	150%
Target	50th Percentile	100%
Threshold	30th Percentile	50%
Below Threshold	Below 30th Percentile	0%

TABLE OF CONTENTS

For confidential reasons, the Company does not disclose the specific regulatory, pipeline, and people performance goals associated with its PRSU grants until the end of the performance measurement period and level of achievement has been determined by the Compensation and Leadership Development Committee and approved by the Board.

We have typically awarded the largest equity grant in each grant cycle to our chief executive officer in recognition of his role as our principal executive officer, Chairman of the Board and primary decision maker for the Company. For these reasons, and based on annual peer data analysis, the Compensation and Leadership Development Committee awarded Mr. Crowley 115,240 RSUs, 115,240 PRSUs and options to purchase 185,585 shares of Common Stock in our company-wide grant in January 2021, with such awards valued at approximately $8,000,000 in the aggregate at the time of grant.

The 2021 equity grants for other named executive officers are described in the section entitled “Grants of Plan-Based Awards.” Factors that the Compensation and Leadership Development Committee and our chief executive officer considered in making these equity grants for other executive officers included (i) relative contribution toward achievement of current year corporate objectives, (ii) breadth of internal and external responsibilities, (iii) management responsibilities including managing direct reports, (iv) external benchmarking, (v) tenure with Amicus and (vi) the recommendations of our chief executive officer. The specific individual factors that the Compensation and Leadership Development Committee relied on for granting each award are substantially similar to those factors that contributed to a determination of the individual multiplier for each named executive officer discussed above under “2021 Determinations.”

Settlement of 2019 PRSU Grants

On April 6, 2021, the Compensation and Leadership Development Committee reviewed total net Galafold^® revenue for the 12-months ended December 31, 2020, utilizing a constant, pre-established foreign exchange rate. This constituted the revenue goal under the 2019 PRSU grants made to each of our named executive officers. Based on the total net Galafold^® revenue criteria, the Compensation and Leadership Development Committee, with the support of the Board, determined the performance component of the goal was achieved at 134.3% of the target amount (as reflected in the table below).

	Total Net Galafold^® Revenue at December 31, 2020	Percentage of the PRSU Grant Attributable to the Target
	$275M+	200%
►	$258.6M	134.3%
	$250M (“Target”)	100%
	$200M	50%

The PRSUs earned in connection with the satisfaction of the performance portion of this goal were delivered on December 31, 2021. This revenue goal accounted for 25% of the total 2019 PRSU grant.

On December 16, 2021, the Compensation and Leadership Development Committee reviewed the criteria associated with the pipeline portion of the 2019 PRSU grant and recommended to the Board that the goal was not met, which the Board agreed and approved 0% attainment. The pipeline performance goal accounted for 25% of the 2019 PRSU grants with the various levels of achievement described in the table below.

	Pipeline Performance Goal	Percentage of the Pipeline Units Earned
	Initiate three clinical trials in new indications with a gene therapy and final 2-year CLN6 Phase 1/2 data formally compared to natural history data on or before December 31, 2021	200%
	Initiate two clinical trials in new indications with a gene therapy and final 2-year CLN6 Phase 1/2 data formally compared to natural history data OR initiate three clinical trials in new indications with a gene therapy on or before December 31, 2021	150%
	Initiate two clinical trials in new indications with a gene therapy on or before December 31, 2021 (“Target”)	100%
	Initiate one clinical trial in a new indication with a gene therapy on or before December 31, 2021	50%
►	Company did not initiate any clinical trials with a gene therapy in a new indication on or before December 31, 2021	0%

As the pipeline goal was not met, the shares attributable to this portion of the 2019 PRSU grants were forfeited. This pipeline goal accounted for 25% of the total 2019 PRSU grant.

TABLE OF CONTENTS

On January 14, 2022, the Board reviewed Pay Governance’s calculation of the TSR portion of the 2019 PRSU grants as of the December 31, 2021 measurement date and determined the Company’s three-year TSR performance was 128.2%, which placed it at the 64.1 percentile relative to its performance peers (Nasdaq Biotechnology Index), resulting in the TSR goal being achieved at 128.2% of the target amount (as reflected in the table below).

	Company Three-Year TSR Ranking vs. Performance Peer Group Three-Year TSR at December 31, 2021	Percentage of the PRSU Grant Attributable to the Target
	90^th Percentile or higher	200%
	75^th Percentile	150%
►	64.1Percentile	128.2%
	50^th Percentile (“Target”)	100%
	30^th Percentile	50%
	Below 30^th Percentile	0%

This TSR goal accounted for 50% of the 2019 PRSU grants. As described above, the shares of common stock underlying the achievement of the 2019 revenue goal were delivered to each named executive officer on December 31, 2021, while the shares underlying the TSR goal were delivered January 14, 2022 upon the Compensation and Leadership Development’s recommendation, and the Board’s approval, of the TSR goal. The table below titled “Option Exercises and Stock Vested at Year End” includes the amount each named executive officer earned upon satisfaction of the TSR goal (which were delivered shortly after year-end).

In aggregate, the overall 2019 PRSUs paid out at 97.68% of target. The table below reflects the total number of PRSUs each named executive officer received from their respective 2019 PRSU grants:

Name and Principal Position	Target PRSUs	Earned PRSUs
John F. Crowley Chairman and Chief Executive Officer	233,477	228,049
Daphne Quimi Chief Financial Officer	57,471	56,135
Bradley L. Campbell President and Chief Operating Officer	98,778	96,482
Ellen S. Rosenberg Chief Legal Officer and Corporate Secretary	61,063	59,644
David M. Clark Chief People Officer	50,287	49,118
Hung Do Former Chief Science Officer	61,063	59,644

Non-Qualified Deferred Compensation Plans

Amicus Therapeutics, Inc. Restricted Stock Unit Deferral Plan

The Company maintains the Amicus Therapeutics, Inc. Restricted Stock Unit Deferral Plan, as amended (the “Stock Deferral Plan”). The Stock Deferral Plan provides eligible non-employee directors and executives, including each of the named executive officers, with the voluntary opportunity to defer the receipt of RSUs (including earned PRSUs) otherwise payable to such eligible executives. After a deferral election is made, a participant’s account is credited with the deferred RSUs. All RSUs deferred under the Stock Deferral Plan are fully vested. The Company does not otherwise contribute to the Stock Deferral Plan and the amount a participant receives at the end of a deferral period is based solely on the value of the Company’s stock at the end of the deferral period. Generally, a participant may voluntarily elect to re-defer any previously deferred RSUs for an additional period of not less than five years if, as required under the Code, such an election is made at least 12 months before the year in which the RSUs would otherwise be delivered.

Not only does the Stock Deferral Plan allow our eligible participants, including all of the named executive officers, to defer the federal income taxes otherwise payable upon the delivery of RSUs, but the Compensation and Leadership Development Committee believes that with respect to non-employee directors and executives who avail themselves of the deferral features of the Stock Deferral Plan, such persons will necessarily hold Company stock for a longer period of time. Accordingly, any RSUs deferred under the Stock Deferral Plan will continue to align such portion of our non-employee directors and named executive officers’ compensation with the interests of our stockholders for a longer period of time than would be provided by typical vesting periods. Regardless of a participant’s election, any deferred RSUs will be distributed following the non-employee director or executive’s death, disability or separation of service from the Company.

TABLE OF CONTENTS

Amicus Therapeutics, Inc. Cash Deferral Plan

The Company maintains the Amicus Therapeutics, Inc. Cash Deferral Plan, as amended (the “Cash Deferral Plan”). The Cash Deferral Plan provides eligible executives, including each of the named executive officers and non-employee directors, with the voluntary opportunity to defer receipt of such participant’s base salary, bonus and/or director’s fees, as applicable. Any such deferrals are credited to a bookkeeping account maintained for the participant. The participant may make periodic hypothetical investments of the account and gains and losses on such hypothetical investments will be credited to the participant’s account. A participant is fully vested in all amounts, including earnings deferred under the Cash Deferral Plan. Distribution of the deferred amounts will generally be made on the distribution date elected by the participant. Generally, a participant may voluntarily elect to re-defer any previously deferred amount for an additional period of not less than five years if, as required under the Code, such an election is made at least 12 months before the year in which the amount would otherwise be delivered. Regardless of a participant’s election, any deferred amount will be distributed following a change in control of the Company or upon the participant’s death, disability or separation of service from the Company. The Company does not match any portion of participant deferrals in the Cash Deferral Plan.

All amounts deferred under the Cash Deferral Plan will continue for all purposes to be a part of the general funds of the Company and the amounts deferred by the participants, including all deemed gains and losses attributable thereto, will be subject to the claims of the general creditors of the Company in the event of the Company’s insolvency.

Other Compensation

Consistent with our compensation philosophy, we intend to continue to maintain our current benefits for our named executive officers, including medical, dental, vision and life insurance coverage. All employees receive Company paid term life insurance equal to two times annual base salary, up to a maximum benefit of $1,000,000.

In addition, we provide a Company match for our 401(k) Plan, subject to federal guidelines and plan maximums. We match $1 for each $1 a participant, including each named executive officer, defers into the plan up to 5% of such participant’s salary and bonus paid during the year, up to the IRS limit on eligible compensation. The match vests 100% on the participant’s one-year anniversary of employment at Amicus.

Furthermore, certain senior executives, including each named executive officer, are eligible to receive supplemental health benefits and financial consulting services. The value received from these benefits is calculated as imputed income and reflected in the “Summary Compensation Table” below.

Additional Chief Executive Officer Benefits

Our Company is engaged in a highly competitive industry, developing medicines for unique and complicated genetic disorders. As chief executive officer, Mr. Crowley has significant responsibility for leading our Company and managing its progress toward achieving our corporate goals. Mr. Crowley’s compensation reflects this responsibility and takes into account his unique circumstances.

As part of his overall compensation, Mr. Crowley receives significant payments from the Company related to the healthcare and other associated costs incurred by his family. These amounts reflect substantial costs incurred for the treatment of a rare medical condition afflicting two members of Mr. Crowley’s immediate family. We continue to make monthly compensation payments of $66,667 to Mr. Crowley to help defray the substantial out-of-pocket medical expenses incurred by Mr. Crowley and his family, which we refer to as the “Monthly Medical Payments.” We agreed to make the Monthly Medical Payments to Mr. Crowley when we amended his employment agreement in December 2010 in order to compensate him for the loss of certain medical benefits previously afforded to Mr. Crowley resulting from the passing of federal legislation in 2010, as well as to limit the Company’s exposure to Mr. Crowley’s expected growth in future medical expenses.

Termination-Based Compensation

Upon termination of employment under certain circumstances, our named executive officers are entitled to receive varying types of compensation. Elements of this compensation may include payments based upon a number of months of base salary, bonus amounts, acceleration of vesting of equity, health care coverage and other similar benefits. We believe that our termination-based compensation and acceleration of vesting of equity arrangements are in line with severance packages offered to named executive officers of other similar companies based upon market information and are otherwise appropriate given the executive’s role and service to the Company. We also have granted severance and acceleration of vesting of equity benefits to our named executive officers under their employment agreements in the event of a change of control if the executive is terminated within a certain period of time following the change of control. We believe that change of control-related benefits are necessary in order for our named executive officers to direct their full attention to the successful consummation of a transaction without distraction. For more information on termination-based compensation see the section entitled “Severance Benefits and Change of Control Arrangements.”

TABLE OF CONTENTS

The Compensation and Leadership Development Committee is comprised entirely of independent directors. The Compensation and Leadership Development Committee of our Board has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K, which appears in this Proxy Statement, with our management. Based on this review and discussion, the Compensation and Leadership Development has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and our 2021 Annual Report on Form 10-K.

Members of the Amicus Therapeutics, Inc.

Compensation and Leadership Development Committee:

Margaret G. McGlynn, Chair

Lynn D. Bleil

Craig A. Wheeler

Eiry W. Roberts, M.D.

Notwithstanding anything to the contrary set forth in any of our previous or future filings under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act that might incorporate this proxy statement or future filings with the SEC, in whole or in part, the above report shall not be deemed to be “soliciting material” or “filed” with the SEC and shall not be deemed to be incorporated by reference into any such filing.

TABLE OF CONTENTS

Executive Compensation

The following table provides information regarding the compensation that we paid to each person serving as our principal chief executive officer, our principal financial officer, our three other most highly compensated executive officers and one former executive officer (collectively, the “named executive officers”).

Name and Principal Position	Fiscal Year	Salary ($)	Bonus⁽¹⁾ ($)	Stock Awards⁽²⁾ ($)	Option Awards⁽²⁾ ($)	Change in Pension Value & Non- Qualified Deferred Compensation Earnings	All Other Compensation ($)	Total ($)
John F. Crowley Chairman and Chief Executive Officer	2021	$740,767⁽³⁾	$491,679⁽³⁾	$5,636,388	$2,290,936	—	$830,262⁽⁴⁾	$9,990,032
	2020	719,514	514,800	5,479,971	2,492,491	1,282,843	825,505	11,315,124
	2019	656,770	476,815	5,327,948	2,334,850	234,775	821,505	9,852,663
Daphne Quimi Chief Financial Officer	2021	469,385	280,497	1,620,431	658,636	—	35,499⁽⁵⁾	3,064,448
	2020	451,600	228,712	1,534,382	697,894	—	34,639	2,947,227
	2019	400,000	212,960	1,311,492	538,808	—	17,487	2,480,747
Bradley L. Campbell President and Chief Operating Officer	2021	550,629	309,682	2,818,195	1,145,462	—	87,487⁽⁶⁾	4,911,455
	2020	515,789	368,872	2,557,304	1,163,159	—	33,694	4,638,818
	2019	500,877	378,788	2,254,114	987,822	—	19,538	4,141,139
Ellen S. Rosenberg Chief Legal Officer and Corporate Secretary	2021	469,789	280,738	1,620,431	658,636	—	20,998⁽⁷⁾	3,050,592
	2020	452,288	199,051	1,461,322	664,660	87,751	20,748	2,885,820
	2019	439,213	233,837	1,393,462	610,648	—	13,538	2,690,698
David M. Clark Chief People Officer	2021	439,781	262,711	1,338,612	544,092	—	35,725⁽⁸⁾	2,620,921
	2020	—	—	—	—	—	—	—
	2019	—	—	—	—	—	—	—
Hung Do Former Chief Science Officer	2021	381,663⁽⁹⁾	99,971	1,690,916	687,275	—	30,963⁽¹⁰⁾	2,890,788
	2020	426,968	187,908	1,461,322	664,660	—	31,248	2,772,106
	2019	414,625	200,678	1,393,462	574,732	—	22,129	2,605,626

(1)	The 2021 amount represents bonuses earned in 2021 and paid in 2022.

(2)

The grant date fair value of time-based restricted stock unit awards (“RSUs”), performance based restricted stock unit awards (“PRSUs”) and option awards granted to our named executive officers was computed in accordance with FASB ASC Topic 718, Compensation—Stock Compensation. Assumptions made in this valuation are discussed in our annual report for the year ended December 31, 2021, filed with the SEC on Form 10-K on February 24, 2022 (the “Form 10-K”) at Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Share-based Compensation. These amounts reflect the stock price at the time of the grant. In accordance with SEC rules, the amounts reported in the Stock Awards column for 2021 include the grant date fair value of the RSUs and PRSUs granted during 2021. The grant date fair value for this purpose is required to be shown even where the PRSUs were not ultimately earned. The following table provides information regarding the 2021 PRSUs based on the expected performance outcomes (and is the grant date fair value of the award, as reflected in the Summary Compensation Table) and maximum performance outcomes:

Name and Principal Position	Grant Date Fair Value for 2021 PRSUs (i.e., Based on Expected Performance) ($)	Value at Grant Date Assuming Maximum Performance ($)
John F. Crowley	$3,126,461	$6,252,922
Daphne Quimi	898,838	1,797,678
Bradley L. Campbell	1,563,231	3,126,461
Ellen S. Rosenberg	898,838	1,797,678
David M. Clark	742,515	1,485,032
Hung Do	937,938	1,875,877

(3)	As described more fully below, Mr. Crowley participates in our Non-Qualified Cash Deferral Plan and for 2021, he deferred $593,013 of salary and $411,840 of bonus of the amounts reflected in the table.

(4)

Includes $14,500 of 401(k) employer match, $800,000 of Monthly Medical Payments pursuant to Mr. Crowley’s current employment agreement (see “Additional Chief Executive Officer Benefits” above), $750 for health care savings account, $6,012 in life insurance premiums and $9,000 for executive health benefits received.

(5)	Includes $14,500 of 401(k) employer match, $375 for health care savings account, $1,248 in life insurance premiums, $4,500 for executive health benefits received and $14,876 for financial consulting services.

TABLE OF CONTENTS

(6)

Includes $14,500 of 401(k) employer match, $750 for health care savings account, $1,248 in life insurance premiums, $4,500 for executive health benefits received, $14,876 for financial consulting services and $51,613 in U.K. taxes paid on his behalf in accordance with Mr. Campbell’s secondment agreement.

(7)	Includes $14,500 of 401(k) employer match, $750 for health care savings account, $1,248 in life insurance premiums and $4,500 for executive health benefits received.

(8)	Includes $14,500 of 401(k) employer match, $750 for health care savings account, $1,099 in life insurance premiums, $4,500 for executive health benefits received and $14,876 for financial consulting services.

(9)	Dr. Do’s salary was pro-rated and is comprised of $328,050 for his service as Chief Science Officer and $53,613 for his service as Chief Scientific Advisor.

(10)	Includes $14,500 of 401(k) employer match, $750 for health care savings account, $837 in life insurance premiums and $14,876 for financial consulting services.

Grants of Plan-Based Awards

The following table presents information concerning grants of equity awards to each of the named executive officers during 2021.

	Estimated Future Payouts Under Equity Incentive PRSU Awards⁽¹⁾				All Other Stock Awards: Number of Shares of RSUs Units⁽²⁾ (#)	All Other Option Awards: Number of Securities Underlying Options⁽³⁾ (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards⁽⁴⁾ ($)
Name	Grant Date	Threshold #	Target #	Maximum #
John F. Crowley Chairman and Chief Executive Officer	1/4/2021					185,585	$21.78	$2,290,936
	1/4/2021				115,240			2,509,927
	1/4/2021	28,810	57,620	115,240				1,871,498
	1/4/2021	11,524	23,048	46,096				501,985
	1/4/2021	11,524	23,048	46,096				501,985
	1/4/2021	5,762	11,524	23,048				250,993
Daphne Quimi Chief Financial Officer	1/4/2021					53,355	21.78	658,636
	1/4/2021				33,131			721,593
	1/4/2021	8,283	16,565	33,130				538,031
	1/4/2021	3,313	6,626	13,252				144,314
	1/4/2021	3,313	6,626	13,252				144,314
	1/4/2021	1,657	3,314	6,628				72,179
Bradley L. Campbell President and Chief Operating Officer	1/4/2021					92,792	21.78	1,145,462
	1/4/2021				57,620			1,254,964
	1/4/2021	14,405	28,810	57,620				935,749
	1/4/2021	5,762	11,524	23,048				250,993
	1/4/2021	5,762	11,524	23,048				250,993
	1/4/2021	2,881	5,762	11,524				125,496
Ellen Rosenberg Chief Legal Officer and Corporate Secretary	1/4/2021					53,355	21.78	658,636
	1/4/2021				33,131			721,593
	1/4/2021	8,283	16,565	33,130				538,031
	1/4/2021	3,313	6,626	13,252				144,314
	1/4/2021	3,313	6,626	13,252				144,314
	1/4/2021	1,657	3,314	6,628				72,179
David M. Clark Chief People Officer	1/4/2021					44,076	21.78	544,092
	1/4/2021				27,369			596,097