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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.

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April 24, 2024
Dear Stockholder:
We are pleased to invite you to attend our 2024 Annual Meeting of Stockholders on Thursday, June 6, 2024, 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 2024;
Our 2023 Annual Report to Stockholders (including our Annual Report on Form 10-K for fiscal year 2023); and
A proxy card with a return envelope to record your vote.
We also strongly encourage you to view our 2024 Environmental, Social and Governance (“ESG”) Report, a copy of which may be found through the Responsibility section of our website at www.amicusrx.com or at www.proxyvote.com.
The accompanying notice of the 2024 Annual Meeting and Proxy Statement describes 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,

Bradley L. Campbell
President and Chief Executive Officer

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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April 24, 2024
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
To our Stockholders:
The 2024 Annual Meeting of Stockholders of Amicus Therapeutics, Inc. will be held on Thursday, June 6, 2024 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 2024 Annual Meeting as well as vote and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/FOLD2024.The purpose of this meeting is to vote on the following:
1.
Elect three Class II directors as nominated by the Board of Directors each to serve a three-year term expiring at the 2027 Annual Meeting or until their respective successors have been elected;
2.
Approve the Amended and Restated 2007 Equity Incentive Plan to add 7,000,000 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, 2024;
4.
Approve, on an advisory basis, the Company’s executive compensation;
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 2024 Annual Meeting is April 12, 2024. 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
Princeton, New Jersey
April 24, 2024
The 2024 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.

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AMICUS THERAPEUTICS, INC.
47 Hulfish Street, Princeton, New Jersey 08542
(609) 662-2000
PROXY STATEMENT FOR THE AMICUS THERAPEUTICS, INC.
2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
JUNE 6, 2024
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 2024 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 6, 2024 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 2023 Annual Report to Stockholders (including our Annual Report on Form 10-K for fiscal year 2023), 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 24, 2024.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING TO BE HELD ON JUNE 6, 2024.
THE PROXY STATEMENT AND FORM OF PROXY FOR OUR 2024 ANNUAL MEETING
OF STOCKHOLDERS AND OUR 2023 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 12, 2024 are entitled to vote at the Annual Meeting. On this record date, there were 296,176,419 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 12, 2024, your shares were registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, 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 12, 2024, 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.
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What am I voting on?
There are four matters scheduled for a vote:
Elect three Class II directors;
Approve the Amended and Restated 2007 Equity Incentive Plan to add 7,000,000 shares to the equity pool;
Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024; 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:
 
VOTE IN ADVANCE OF THE MEETING*
 
VOTE AT THE VIRTUAL MEETING
 
 
By
Internet
By Telephone
By
Mail
By
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)

Follow
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/FOLD2024
on June 6, 2024

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 5, 2024 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 12, 2024, 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”.
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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 three directors for a three-year term. The table below sets forth the information with respect to our three nominees standing for election. Each 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
Eiry W. Roberts
60
2021
Craig A. Wheeler
63
2016
Burke W. Whitman
68
2019
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 7,000,000 shares to the equity pool.
PROPOSAL 3
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


BOARD’S
RECOMMENDATION:
“FOR”
We are asking stockholders to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024.
PROPOSAL 4
ADVISORY VOTE ON EXECUTIVE COMPENSATION


BOARD’S
RECOMMENDATION:
“FOR”
We are asking stockholders for the approval, on an advisory basis, of the compensation of our named executive officers.
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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, 2024, 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.
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.
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.
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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 25, 2024. Proposals received after that date will not be included in the proxy materials we send out in connection with the 2025 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 (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 25, 2024 and not later than December 25, 2024; provided, however, that in the event that the date of the 2025 Annual Meeting of Stockholders is more than 30 days before or more than 60 days after the anniversary date of the 2024 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 2025 Annual Meeting of Stockholders and not later than the close of business on the later of the 60th day prior to the 2025 Annual Meeting of Stockholders or the 10th day following the day on which we make a public announcement of the 2025 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., 47 Hulfish Street, Princeton, New Jersey 08542.
In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must comply with our By-laws and Rule 14a-19 under the Securities Exchange Act of 1934.
Attending the Annual Meeting
The Annual Meeting will be held in a virtual only format online via webcast on Thursday, June 6, 2024 at 9:00 a.m. Eastern Daylight Time. You are not required to attend the Annual Meeting in order to vote.
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PROPOSAL NO. 1—ELECTION OF DIRECTORS
Recommendation:
The Board recommends the vote “FOR” the election of each of Eiry W. Roberts, M.D., Craig A. Wheeler and Burke W. Whitman 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 Eiry W. Roberts, M.D., Craig A. Wheeler, and Burke W. Whitman for election at the Annual Meeting for a term of three years to serve as Class II directors until the 2027 Annual Meeting of Stockholders, and until their respective successors are duly elected and qualified. The Class III directors —Michael G. Raab, Glenn P. Sblendorio, Margaret G. McGlynn and Michael A. Kelly, and the Class I directors — Lynn D. Bleil and Bradley L. Campbell — will serve until the Annual Meetings of Stockholders to be held in 2025 and 2026, 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 Dr. Roberts, Mr. Wheeler, and Mr. Whitman. 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 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 nine members. Our Board is divided amongst three classes as follows:
The Class I directors are Mr. Campbell and Ms. Bleil, and their term will expire at the 2026 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. Raab, Sblendorio, and Kelly and Ms. McGlynn, and their term will expire at the 2025 Annual Meeting of Stockholders.
Our Certificate of Incorporation and Bylaws 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 March 6, 2024, our Board, upon the recommendation of the Nominating and Corporate Governance Committee, voted to nominate Dr. Roberts, Mr. Wheeler, and Mr. Whitman for re-election as Class II directors at the 2024 Annual Meeting for a term of three years to serve until the 2027 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.
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The Board is currently composed of nine 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.

Nominees for Election at the Annual Meeting
Name
Age
Position
Eiry W. Roberts, M.D.(1)(2)
60
Director
Craig A. Wheeler(3)(4)
63
Director
Burke W. Whitman(3)(5)
68
Director
(1)
Member of the Compensation and Leadership Development Committee
(2)
Member of the Science and Technology Committee
(3)
Member of Audit and Compliance Committee
(4)
Chair of Science and Technology Committee
(5)
Member of Nominating and Corporate Governance Committee

Eiry W. Roberts, M.D., has served as a member of our Board since June 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.
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Skills and Qualifications: Dr. 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 adds important insight into the Amicus business and its development into a leading global commercial organization, all of which contributed to our conclusion that she should be re-elected to the Board and continue to serve on the Science and Technology and Compensation and Leadership Development Committees of the Board.

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 $6.5 billion 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 ran a fully integrated 2,500-person global pharma business with a global commercial organization, multiple manufacturing sites, a research organization, and a product development pipeline, more than doubling the pharmaceutical division’s global sales. 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. This background enables him to make significant contributions as the head of the Science and Technology Committee, while his overall life science experience and leadership enables him to contribute to the Audit and Compliance Committee as well as the Board as a whole, all of which contributed to our conclusion that he should be re-elected to serve on the Board and on the Science and Technology and Audit and Compliance Committees of the Board.

Burke W. Whitman has served as a member of the Board since June 2019. He also serves as Chief Executive of Colmar Holdings (a private investment company), member of the Boards of Directors of Omega Healthcare Investors (NYSE: OHI), the Marine Corps Heritage Foundation, the Buckhead Coalition, and member of Business Executives for National Security. Previously Mr. Whitman served as both a corporate Chief Executive Officer and a U.S. Marine Corps general officer. In military service for 34 years, (1985 to 2019, including 14 years on active duty, most recently 2009 to 2018), he commanded units at every level, led multiple combat deployments, served as Commanding General of a Marine Division and of Marine Forces, served as a General Officer with the U.S. Secretary of Defense, and retired as a Major General and the service’s senior reserve officer. Concurrently, in business for 20 years (1988-2008), he served as Chief Executive Officer (initially Chief Operating Officer) of Health Management Associates (NYSE: HMA), Chief Financial Officer of Triad Hospitals (NYSE: TRI), President of Deerfield Healthcare (private), Vice President of Almost Family (Nasdaq: AFAM), and an Investment Banker with Morgan Stanley (NYSE: MS). In its annual ranking, Institutional Investor Magazine has named him a repeat Best CFO and Best CEO. In volunteer service, Mr. Whitman has served on the Boards of the Federation of American Hospitals, Toys for Tots Foundation, Reserve Forces Policy Board, Marine Corps University, and Lovett School. He holds a BA from Dartmouth College, an MBA from Harvard Business School, a Master in Strategic Studies degree from the United States Army War College, and a Master of Ministry degree from Nashotah House Theological Seminary.
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 domestic and international 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. These qualifications have made him an integral member of both the Audit and Compliance and Nominating and Corporate Governance Committees, all of which contributed to our conclusion that he should be re-elected to serve on the Board and on these Committees.
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Directors Whose Terms Do Not Expire This Year
Name
Age
Position
Lynn D. Bleil(1)(2)
60
Director
Bradley L. Campbell
48
Director
Michael A. Kelly(3)(4)
67
Director
Margaret G. McGlynn(5)(6)
64
Director
Michael G. Raab(6)(7)
59
Director
Glenn P. Sblendorio(2)(8)
68
Director
(1)
Chair of the Nominating and Corporate Governance Committee
(2)
Member of the Compensation and Leadership Development Committee
(3)
Member of the Audit and Compliance Committee
(4)
Member of the Science and Technology Committee
(5)
Chair of the Compensation and Leadership Development Committee
(6)
Member of the Nominating and Corporate Governance Committee
(7)
Chairman of the Board
(8)
Chair of the Audit and Compliance 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 Wasatch Back Hospitals Community 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 is an experienced Director who 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. These qualifications enable Ms. Bleil to serve as Chair of the Nominating and Corporate Governance Committee and to serve as a member of and Leadership Development Committee.

Bradley L. Campbell is the President and Chief Executive Officer and has served as a member of the Board since June 2018. Prior to his promotion to Chief Executive Officer in August 2022, Mr. Campbell served as President and Chief Operating Officer since January 2015. He brings over 20 years of experience in the Orphan Drug industry. Mr. Campbell joined Amicus in 2006 and, prior to becoming CEO led the global organization responsible for the commercialization of Galafold®. He also oversaw 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 joining 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. He also provides our Board with in-depth knowledge of our company through the day-to-day leadership of our executives, all of which enables him to make meaningful contributions to the Board.
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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 Prime Medicine, Inc. (Nasdaq: PRME), DMC Global, Inc. (Nasdaq: BOOM), and NeoGenomics, Inc. (Nasdaq: NEO). Mr. Kelly previously served on the Boards of Directors for Aprea Therapeutics, Inc. (Nasdaq: APRE) 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, financing, 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 brings this expertise to the Audit and Compliance and Science and Technology Committees and to the Board as a whole.

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 Board of Directors of Novavax, Inc. (Nasdaq: NVAX). Previously, she served on the Boards of Vertex Pharmaceuticals, 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 and is a Trustee of University at Buffalo Foundation. 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, 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, all of which enables Ms. McGlynn to make essential contributions as Chair of the Compensation and Leadership Development Committee, a member of the Nominating and Corporate Governance Committee and to the Board as a whole.

Michael G. Raab has served as a member of the Board of Directors since May 2004, as Lead Independent Director September 2018-March 2024, and as Chair of the Board beginning March 4, 2024. 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
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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. Mr. Raab is committed to his new role of Chair of the Board and will bring his full energy, time, and engagement to this role and to his continued service as a member of the Nominating and Corporate Governance Committee.

Glenn P. Sblendorio has served as a member of the Board since June 2006. Mr. Sblendorio most recently was Chief Executive Officer and member of the Board of Directors of IVERIC bio, Inc. (Nasdaq: ISEE), formerly Ophthotech Corporation (Nasdaq: OPHT), from July 2017 to its acquisition by Astellas Pharma in 2023. 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. In addition, from 1998 through 2000, Mr. Sblendorio served as a Managing Director of MPM Capital Advisors. Mr. Sblendorio currently services as a member of the board of directors for Mineralys Therapeutics and as Chairman of Nanoscope Therapeutics, a private company. Previously, he served as a member of the board of Directors of Intercept Pharmaceuticals, Inc. (Nasdaq: ICPT) until it was acquired in November 2023. Mr. Sblendorio received his B.B.A. from Pace University, his M.B.A. from Fairleigh Dickinson University and is a graduate of the Harvard Advanced Management Program.
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. Mr. Sblendorio brings this expertise as chair of the Audit and Compliance Committee, to the Compensation and Leadership Development Committee and to the Board as a whole.
Committee Memberships
Directors
Independent
Age
Director
Since
Audit and
Compliance
Compensation
and
Leadership
Development
Nominating
and
Corporate
Governance
Science
and
Technology
Lynn D. Bleil
60
2018
 
C
 
Bradley L. Campbell
48
2018
Michael A. Kelly
67
2020
 
 
Margaret G. McGlynn
64
2009
C
Michael G. Raab (CH)
59
2004
 
 
 
Eiry W. Roberts, M.D.
60
2021
Glenn P. Sblendorio
68
2006
C
 
 
Craig A. Wheeler
63
2016
C
Burke W. Whitman
68
2019
 
 
“CH”
Chairman of the Board
“C”
Committee Chair
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AMICUS CORPORATE GOVERNANCE
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., 47 Hulfish Street, Princeton, NJ 08542, 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, including risk oversight;
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. Kelly, Raab, Sblendorio, Wheeler and Whitman, and Dr. Roberts.
Board Leadership
On December 5, 2023 Amicus announced that Mr. Crowley would conclude his service from employment and his service on the Board, and Mr. Raab would transition from Lead Independent Director to Chairman of the Board, effective March 4, 2024.
The Board originally elected Mr. Crowley as Chairman of the Board in February 2010, to serve in addition to his role as Chief Executive Officer. On August 1, 2022, Mr. Campbell was appointed Chief Executive Officer and Mr. Crowley transitioned to Executive Chairman. In September 2018, the Board appointed Mr. Raab to succeed Don Hayden Jr. as its new Lead Independent Director. At that time, the Company believed that the role of the Lead Independent Director provided the Company with a governance structure that best advanced the objectives of the Company while maintaining proper checks and balances on senior management, and provided the independent members of the Board with open and transparent communication regarding the Company’s strategic planning activities. With Mr. Crowley’s departure from the Company and the Board, and with the appointment of an independent director, Mr. Raab, as Chairman, the Company believes a Lead Independent Director is no longer needed.
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. The Nominating and Corporate Governance Committee oversees the entire ESG program, with specific oversight of environmental and governance matters. The Compensation and Leadership Development Committee is responsible for human capital oversight, while the Audit and Compliance Committee and the Science and Technology Committee oversee cybersecurity and safety issues, respectively.
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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 companies in many other industries, yet we strive to minimize our footprint. We recognize the pressing need to continuously identify and implement opportunities to achieve a reduction in greenhouse gas (GHG) emissions. We recognize that our most valuable asset, our people, can also be key drivers of change when it comes to reducing our carbon footprint. We have engaged our global workforce around good sustainability practices through our GREEN Employee Resource Group to further educate on how Amicus can collectively make a positive change on the environment.


The Amicus global technical operations team is further committed to improving our “green” credentials through our supply chain partners to reduce environmental impact. At Amicus, we do not directly manufacture our products or product candidates and rely on contract manufacturers. As a result, Amicus has zero direct manufacturing and thus has zero Scope 1 and Scope 2 GHG emissions contributions from drug product manufacturing. With that
 
being said, we are highly committed to aligning our sustainability practices and aspirations with our suppliers in order to collectively create a fundamentally more sustainable business and supply chain. In 2023, we continued to make great progress towards understanding our suppliers’ ESG objectives and have identified areas of risk and opportunities associated with supply chain GHG emissions. Upon review of supplier ESG programs, we have instigated an annual review of ESG performance across an extended list of direct suppliers, conducted a deep-dive review of sustainability programs with our key partners, and continued to incorporate ESG clauses into supplier contracts to uphold good sustainability practices within their own operations. We also have sustainability as a standing agenda item in our quarterly business reviews and routinely monitor and assess the progress of these programs and partners to help drive change. This has enabled further direct oversight of the sustainability practices throughout our supply chain. 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. In 2023, we also joined the CDP Supply Chain Program, a global platform for disclosing environmental information, to directly engage with our partners and consolidate environmental information across our entire supply chain. This has allowed for greater transparency into Amicus’ and our suppliers’ environmental reporting. To ensure alliance with these goals, the Nominating and Corporate Governance Committee oversees the Company’s environmental and sustainability programs, including the overall ESG program and its ESG report.
 
Amicus encourages stockholders to voluntarily elect to receive future proxy and annual report materials electronically to help contribute to our sustainability efforts and 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 2023 annual meeting:

Environmental Impact Statement*

Combined with your adoption of electronic delivery of proxy materials, and the elimination of 14,841 pounds of paper, we can reduce our impact on the environment by:



* Environmental impact estimates were calculated using the Environmental Paper Network Calculator. For more information visit papercalculator.org.
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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. 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 in 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.

 
Access to our Medicines. At Amicus, we believe the life sciences industry and the people we serve need bold leaders and responsibility innovators. As a patient-dedicated rare disease company, we know that with the development of medicines designed to satisfy unmet medical needs, comes the promise that these medicines must be broadly accessible. Our Amicus Pricing PROMISE (Price Our Medicines responsibly In order to Serve patients and Enable innovation) reflects our corporate belief that “our medicines must be fairly priced and broadly accessible”. This includes our promise to price our therapies at no additional cost to payors compared to similar competitor products in each geography. We work collaboratively with payors on access, and importantly, do not raise the price for any Amicus medicine annually more than the Consumer Price Index (CPI). Effectively, keeping price increases at CPI encourages access to the drug, which we believe means more patients can gain access to our therapies without undue burden on the individual or the healthcare system.
Since the company’s earliest days, extraordinary dedication to people affected by rare and orphan diseases has been a hallmark of Amicus. Rare genetic diseases, by nature, are less common and often under- or misdiagnosed. Thus the global population of individuals living with rare diseases is much smaller than those of more prevalent diseases. Despite having a smaller global patient population, Amicus is committed to delivering our medicines to thousands of people around the globe, both through commercial and expanded access. We have proudly developed and delivered two novel therapies for Fabry disease and Pompe disease that we believe have the potential to make a positive impact. We are committed to expanding the global commercial reach of both our products, and our teams have been successful in working with global regulators and pricing authorities to gain marketing authorizations for the commercial access of Galafold® and Pombiliti™ + Opfolda™ in many countries throughout the world. While our ultimate goal is to provide access through marketing authorization, Amicus is highly committed to providing access to our medicines where they are not yet commercially available through our carefully designed global expanded access programs. Our commitment to patients is further exemplified through our patient assistance programs, including Amicus Assist® in the U.S. Through February 2024, Amicus has delivered our medicines to 32 patients in 24 countries through expanded access.

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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 over 500 employees across the U.S. and select international countries 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 talent philosophies and practices to create value and support our mission. Attracting and retaining talented team members, and creating an exceptional work experience is an integral part of our competitive strategy and advantage in driving long-term value and risk mitigation. To that end, the Compensation and Leadership Development Committee and the full Board review our talent programs and processes on a regular basis, including our talent pipelines, retention rates, workplace culture, inclusion and engagement, and any risks to those.
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 all levels of the Amicus workforce.


 
Leadership Development and Learning Programs. As a biotechnology company, we recognize we are often required to fill roles that are highly specialized or warrant a specific educational background or skillset. We work hard to ensure we do our due diligence to attract and hire the right people, with the right technical skills, in addition to offering employees a robust career and leadership development toolkit, so that we can develop, promote, and retain our top talent for many years. Through our succession management planning we have effectively promoted from within for several key positions.

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Our leadership development and learning programs for employees are designed to kick start each individuals’ career development journey, strengthen their leadership capabilities, and ultimately, become the highest performing versions of themselves. In 2023, we continued to train our people leaders on the Leadership Challenge to ensure our leaders are demonstrating and practicing exemplary leadership, as well as launched the Self Empowered Leadership program and Learning Practices Inventory assessment for all individual contributors of the organization. Additionally, upon completion of our Key Talent/High Potentials and Critical Roles review process, we have identified Key Talent plus successors for all Critical Roles and ensured development plans are in place for all successors. All Key Talent participants are involved in a formal development and mentoring program, with senior-level Key Talent mentoring early-career Key Talent.


Great Place to Work. In February 2024, Amicus was certified as a Great Place to Work (GPTW) company in each country where we applied: United States, United Kingdom, Italy, Germany, Spain, France, and Japan. We engaged our workforce on a group-by-group level to take a deeper dive into our GPTW survey results to provide greater transparency into employee responses and discuss how we plan to incorporate their feedback into the future of Amicus. We are pleased to share that, according to the results of the GPTW survey, 90% of employees at Amicus Therapeutics say that it is a great place to work compared to 57% of employees at a typical U.S.-based company. Importantly, since the last time the GPTW survey was completed in 2020, improvement was shown in 21 of the 25 survey focus areas. The global participation rate also increased, from 80% in 2020 to 90% in 2024. Within the survey it was revealed that Amicus employees:
Feel high personal satisfaction in their job, where people are proud of their work and what they contribute to the community
Feel they are treated fairly no matter race, ethnicity, age, gender, or sexual orientation
Believe their work has meaning and feel a sense of accomplishment
Feel that Amicus is a safe place to work from every aspect
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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 Global Head of Rare Diseases and the Chief Compliance and Risk 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 and Risk 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:


Ethical Business Practices and Marketing. We believe good corporate governance is important to ensure that Amicus is managed for the long-term benefit of our stakeholders. Amicus is committed to maintaining a culture of business ethics and compliance, and strongly believes that a good culture of ethics needs to be visibly and consistently role modeled and reinforced, first and foremost, by the Senior Leadership Team, by all of management, and ultimately, by the entire organization. We have (i) adopted a Code of Conduct, which applies to all of our officers, directors, and employees, (ii) revised our corporate governance guidelines and (iii) updated charters for our Audit and Compliance Committee, Compensation and Leadership Development Committee, Nominating and Corporate Governance Committee, and Science and Technology Committee. These revised corporate governance guidelines and committee charters, which are reviewed and updated at least every three years, as well as our Code of Business Conduct which is reviewed and certified annually, provide a framework for the comprehensive oversight of designated risk areas by the Board and its Committees and are an important interface with our Enterprise Risk Management Program.
Yearly training on Amicus’ policies, standard operating procedures (SOPs), and the law, is conducted by each employee consisting of a mix of live in-person training, interactive online training, as well as policy/SOP read and acknowledge supplemented by mandatory comprehension test questions. 100% of all Amicus employees have received training on the Amicus Global Code of Conduct and 100% of full-time employees provided written or digital acknowledgment of the Global Code of Conduct.
For more information on our ESG initiatives, please refer to our inaugural ESG report, available in digital format on our website at https://amicusrx.com/responsibility/environmental-social-governance/.
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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 47 Hulfish Street, Princeton, New Jersey 08542. 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, 2023, there were six meetings of our Board, and the various committees of the Board met a total of twenty-five 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 2023, with no director missing more than one meeting except Mr. Whitman who missed only two meetings, one a board meeting and one a committee meeting, both for bereavement purposes. Of the directors up for election in 2024, Dr. Roberts attended 94%, Mr. Wheeler attended 100% and Mr. Whitman attended 89% 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 directors attended our 2023 Annual Meeting of Stockholders.
In addition to our director’s exemplary attendance, their time commitment to Company matters extends well beyond the 31 total board and various committee meetings that they attend. Collectively, our directors dedicate hundreds of hours to meeting preparation and ad hoc calls with the CEO and various members of management on a variety of discreet topics, demonstrating that each Board member is fully available to engage regularly with management on topics within their respective areas of expertise. For example, in 2023 and as the Company was preparing to launch Pombiliti™ and Opfolda™, members of the Board met with management and offered critical insight and leadership in ad hoc meetings as it related to launch planning. Overall, the members of our Board are fully engaged, prepared and generous with their time.
Our Board has also taken an active role in monitoring and responding to stockholder concerns. The Nominating and Corporate Governance Committee receives quarterly Investor Relations updates to enhance their understanding of investor sentiment, topics of interest or concerns. The committee believes that their appropriate engagement with stockholders is essential to good governance. This engagement included our now Chairman, Mr. Raab, meeting with key investors during the 2023 proxy cycle to address any concerns that stockholders had communicated to management, a practice that will be continued moving forward. Further, prior to Mr. Raab’s appointment as Chairman of the Board, the Nominating and Corporate Governance Committee thoroughly assessed whether Mr. Raab could devote the time, preparation and commitment required of a Board Chairman. Following a robust evaluation process, the Committee and full Board were overwhelmingly satisfied that Mr. Raab has the energy, time and engagement level to fully commit to and excel in this role.
Board and Committee Self-Evaluation
Through the oversight of the Nominating and Corporate Governance Committee, the Board and each committee of the Board conducts an annual self-evaluation. The self-evaluation process consists of two steps: an online assessment administered by a third party with expertise in Board evaluation, and structured interviews conducted by the Chief Legal Officer. The combined results are reviewed by the full Board and by the respective committees of the Board. The Board then determines how to incorporate this feedback in an effort to enhance performance by the Board and its various committees. The self-evaluation process has reaffirmed the Board’s robust diligence and thoughtfulness in the discharge of their risk oversight duties.
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 seven times during 2023. The current members of our Audit and Compliance Committee are Messrs. Kelly, Sblendorio, Wheeler 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
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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;
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 seven times during 2023. Mses. Bleil and McGlynn, Dr. Roberts, and Mr. Sblendorio are the current 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 and oversight of human capital initiatives. 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 peer data and recommending to the Board for approval, the compensation of our Chief Executive Officer;
reviewing and approving executive officer compensation, excluding the Chief Executive Officer;
reviewing peer data and recommending compensation for directors and Board committee members to the full Board;
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;
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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;
overseeing the Company’s human capital disclosures and diversity, equity, and inclusion initiatives;
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.
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 six times during 2023. Mses. Bleil and McGlynn and Messrs. Raab and Whitman are the current members of our Nominating and Corporate Governance Committee. Ms. Bleil 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;
reviewing and monitoring all ESG initiatives and evaluating their effectiveness; and
overseeing and monitoring Company issues related to activism, corporate social responsibility, environmentalism & 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 five times in 2023., Messrs. Kelly and Wheeler, and Dr. Roberts are the current members of our Science and Technology Committee. Mr. Wheeler serves as Chair of the committee.
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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;
reviewing and monitoring regulatory interactions; 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.
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.
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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.

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 and Skills.” 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 age, ethnicity, gender, perspective, skill, experience, competency, culture, LGBTQ status, disability, and veteran 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, since 2018, has led to the appointments of Burke W. Whitman, Lynn D. Bleil, Michael A. Kelly and Eiry W. Roberts, M.D.
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Board Diversity Matrix (as of April 15, 2024) *
Total Number of Directors
9
Part 1: Gender Identity
Female
Male
Directors
3
6
Part II: Demographic Background
African American or Black
1
White
3
4
Did Not Disclose
1
Veteran Status
1
*
Per Nasdaq’s board diversity requirements; inapplicable categories 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 and Skills.” 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., 47 Hulfish Street, Princeton, New Jersey 08542, Attention: Corporate Secretary. In addition, our 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. During the fiscal year ended December 31, 2023, Mses. Bleil and McGlynn, Messrs. Sblendorio and Wheeler and Dr. Roberts served as members of our Compensation and Leadership Development Committee. None of our directors who served as a member of the Compensation and Leadership Development Committee in 2023 is, or has at any time during the past fiscal year been, one of our employees or at any time been one of our officers. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving on the Board or the 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., 47 Hulfish Street, Princeton, New Jersey 08512. 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.
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Executive Officers
The following is a brief summary of the background of each of our executive officers, except for Mr. Campbell whose background may be found above under “Our Board of Directors”:
Simon Harford, 63, Simon Harford joined Amicus in August of 2023 and currently serves as Chief Financial Officer. He brings extensive finance experience in the pharmaceutical and healthcare industry both in the U.S. and internationally. Prior to joining Amicus, Simon served as Chief Financial Officer of Boston-based biotech Albireo Pharma Inc., a rare pediatric liver disease company, from October 2018 until its sale to Ipsen in March 2023. Previously he was Chief Financial Officer at PAREXEL International Corporation, a leading global clinical research organization, where he led the financial aspects of the transition from a public to private-equity owned company. Simon spent most of his career in the pharmaceutical industry including 8 years at GlaxoSmithKline plc based at their headquarters in London culminating in his role as SVP Finance, Global Pharmaceuticals with responsibility for the finance function of the global pharmaceutical business. Earlier in his career, he spent 20 years at Eli Lilly and Company in numerous senior leadership roles in the U.S. and Europe including Head of Investor Relations, European CFO and as Corporate Controller. Simon has an MBA from the University of Virginia’s Darden School of Business.
Ellen S. Rosenberg, 61, 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, 49, 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 served 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.
Jeffrey P. Castelli, Ph.D., 52, has served as Chief Development Officer since May 2020. Previously he served as the Company’s Chief Portfolio Officer and Head of Gene Therapy and has been employed with Amicus since July 2005. Dr. Castelli has over 20 years of experience in the Biotech and Orphan Drug industry, focused on rare disease research and development of medicines from discovery through market authorization. In his current capacity, he provides strategic leadership across all R&D activities, including direct oversight of Science, Clinical Research, and Medical Affairs. Previously at Amicus he has had responsibility for a number of different functions including program management, portfolio planning and the gene therapy business. Prior to joining Amicus, Dr. Castelli was a healthcare strategy consultant at Health Advances LLC and worked in business development at Neose Pharmaceuticals Inc. He received a B.S. from West Chester University and a Ph.D. from the University of Pennsylvania and is an author on numerous publications and patents in the field of rare disease drug development.
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COMPENSATION DISCUSSION AND ANALYSIS—2023
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 2023, the Company continued its advancement as a leading orphan and rare disease company, with global commercial operations, focused on discovering, developing, and delivering novel medicines for rare diseases. The specific milestones achieved in 2023 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 also adheres to a longstanding pay-for-performance philosophy, and in 2023, we exceeded our corporate goals resulting in an annual corporate bonus multiplier of 134.6%.
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 ensure that our compensation program aligns with stockholder interests including the following actions:
In 2023, excluding our CEO Mr. Campbell, our named executive officer’s base salaries comprised approximately 12% of their total direct compensation, on an aggregate basis. Mr. Campbell’s 2023 salary represented approximately 9% of his total direct compensation.
The vast majority of our named executive officers’ compensation was represented by long-term incentives, which are inherently performance based. Approximately 82% of Mr. Campbell’s total direct compensation was in the form of long-term incentives. For our other named executive officers, on average, approximately 79% of their total direct compensation for 2023 was represented by long-term incentives.
For 2023, the Compensation and Leadership Development Committee determined that Mr. Campbell and the Senior Leadership Team, including all of our named executive officers, except for Mr. Harford, 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 people and culture 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. As Mr. Harford joined the Company in August, he received options and RSUs as part of his appointment as CFO but did not receive any PRSUs.
The PRSUs granted in 2021, which had a three-year measurement period ending in 2023, paid out at 80% of target. Each goal was determined to have been met at 100% of target, except for the gene therapy goal which was not met.
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The graph on the left displays the base salary, cash bonus, stock option value, RSU value and PRSU value of our chief executive officer, Mr. Campbell while the graph on the right displays the average base salary, cash bonus, stock option value, RSU value and PRSU value of our other named executive officers, excluding Mr. Campbell.
Executive Compensation
We describe our executive compensation program below and provide an analysis of the compensation paid and earned in 2023 by our “named executive officers”—our chief executive officer, chief financial officer, our former chief financial officer, and our three other most highly compensated executive officers. For 2023, our named executive officers are:
President and Chief Executive Officer, Bradley L. Campbell;
Chief Financial Officer, Simon Harford;
Former Chief Financial Officer, Daphne Quimi;
Chief Legal Officer and Corporate Secretary, Ellen S. Rosenberg;
Chief People Officer, David M. Clark; and
Chief Development Officer, Jeffrey P. Castelli, Ph.D.
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, executive stock option grants, and PRSU grants
Prohibit hedging and pledging of company stock
Retain an independent compensation consultant
Maintain stock ownership guidelines for executives and directors
Maintain a Nasdaq compliant clawback policy
What We Do NOT Do
Provide executives with tax gross-ups other than for Company required relocations
Provide guaranteed bonuses
Provide a retirement equity benefit for our executives not generally available for all employees
Allow for repricing of stock options without stockholder approval
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“Say on Pay” Consideration
At our 2023 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. Considering 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 2023 annual meeting of stockholders. Nonetheless, we continue to solicit the input of our stockholders and in 2023 our investor relations team proactively engaged with major stockholders, representing approximately 71% of shares outstanding, on the Company’s pay practices. As evidenced by the voting detailed above, the vast majority of the shares voted to approve 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.
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. To meet the objectives of our compensation philosophy, we maintain a robust goal setting and performance management program.
Mr. Campbell approved individual goals for the named executive officers, other than himself, at the beginning of 2023, and August of 2023 for Mr. Harford following his arrival, that were specific to such executive officer’s area of expertise and supported our corporate goals for the year. For 2023, annual cash incentive bonuses for our named executive officers other than Mr. Campbell were determined by the combination of both the corporate multiplier and an individual multiplier. For Messrs. Clark, Castelli and Harford, 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 the Chief Executive Officer, 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 the Chief Executive Officer’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 base the Chief Executive Officer’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.
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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 (with the Board approving the Chief Executive Officer’s compensation, after reviewing the Compensation and Leadership Development Committee’s recommendation).
In setting our executive compensation programs, the Compensation and Leadership Development Committee reviews market data at the 25th, 50th, and 75th percentile and generally targets aggregate total direct compensation for the named executive officers as a group to approximately the 50th 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 2023, 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 following a review of peer group data, which then 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 determination 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 own 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 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.
In 2023, the Chief Executive Officer’s performance was assessed by all independent directors under the leadership of our Lead Independent Director, with input from the Executive Chairman. 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.
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Developments with Respect to the Company’s Named Executive Officers in 2023
On August 8, 2023, the Company announced that Ms. Quimi had informed the Company of her intent to retire, and would remain in her role as Chief Financial Officer until a successor had been appointed. On August 21, 2023, the Company announced Simon Harford had been appointed the Company’s next Chief Financial Officer. Ms. Quimi agreed to remain with the Company as Chief, Finance Operations, for a transitionary period to ensure an orderly transition of duties and responsibilities. Ms. Quimi retired from the Company effective March 3, 2024, following the conclusion of the transitionary period.
On December 5, 2023, the Company announced that Mr. Crowley, a named executive officer in 2022 and employee of the Company since 2005, following successful global approvals of Pombiliti™ + Opfolda™, would conclude his service from employment and his service on the Board on March 4, 2024 and accept the position of President and CEO of the Biotechnology Innovation Organization (“BIO”).
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.
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. Two companies, FibroGen and Global Blood Therapeutics, were removed from the peer group used in 2023. FibroGen was removed due to its failed phase 3 clinical trials of its leading drug candidate resulting in a suppressed market cap while Global Blood Therapeutics was removed due to its acquisition by Pfizer, which closed in October 2022. For 2023, the Compensation and Leadership Development Committee replaced FibroGen and Global Blood Therapeutics with Axsome Therapeutics upon the recommendation of Pay Governance due to its 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
Agios Pharmaceuticals
Alkermes
Apellis Pharmaceuticals
Axsome Therapeutics, Inc.
Blueprint Medicines Corporation
Deciphera Pharmaceuticals
Exelixis
Halozyme Therapeutics
Insmed Incorporated
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.
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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. On November 6, 2023, Ms. Quimi’s base salary decreased to $250,000 from $500,000 as part of her transition to Chief, Finance Operations. The base salary in effect at the end of the year for each of our named executive officers was as follows:
Base Salary at
December 31,
Base
Salary
Change
Name and Principal Position
2022
2023
Bradley L. Campbell
 President and Chief Executive Officer
$625,000
$700,000
12%
Simon Harford
 Chief Financial Officer
$
$500,000(1)
Daphne Quimi
 Former Chief Financial Officer
$484,172
$250,000(2)
(48)%(2)
Ellen S. Rosenberg
 Chief Legal Officer and Corporate Secretary
$484,588
$500,000
3%
David M. Clark
 Chief People Officer
$453,492
$469,364
3%
Jeffrey P. Castelli
 Chief Development Officer
$451,438
$464,981
3%
(1)
Mr. Harford was not a named executive officer in 2022 and therefore his compensation information is first disclosed in 2023.
(2)
Ms. Quimi’s base salary for 2023 was initially $500,000, representing an increase of 3% from her end of year 2022 base salary. However, Ms. Quimi’s base salary was reduced to $250,000 in November of 2023, following her transition from Chief Financial Officer to Chief, Finance Operations. The amount reflected in the “Base Salary Change” column above represents the difference in her base salary rate in effect on December 31, 2023 as compared to her base salary rate in effect on December 31, 2022.
The base salary increase for Mr. Campbell represents a multiyear ramp-up in CEO salary and reflects a base that is closer to market, while the base salary increases for each of our other named executive officers set forth above reflect merit increases for 2023.
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.
The target bonus percentages for 2023 are as follows:
Position
2023 Target Bonus % of
Base Salary
Chief Executive Officer
75%(1)
Other Named Executive Officers
45%
(1)
Following a review of market data, Mr. Campbell’s target bonus percentage was increased from 60% in 2022 to 75% in 2023.
For 2023, bonuses awarded under the plan to our named executive officers, other than Mr. Campbell, 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 2023 performance, the corporate multiplier was determined to be 134.6% based on the Company’s performance for the reasons described below.
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In order to determine bonus calculations under the plan, the target bonus for each eligible named executive officer, other than Mr. Campbell, was determined by first multiplying the officer’s target bonus percentage of base salary by 134.6% (the corporate multiplier) and then multiplying such result by his or her individual multiplier. Mr. Campbell’s bonus under the plan was determined by multiplying the 134.6% corporate multiplier by his target bonus percentage of 75% of base salary, which resulted in a 2023 bonus of approximately 101% of Mr. Campbell’s Chief Executive Officer base salary. The table below titled “Calculation of Annual Cash Incentive Bonuses” further demonstrates the calculation of the 2023 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.
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 2023 and were reflective of the corporate strategy at that time.
In reaching its determination on the corporate multiplier for 2023, 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:

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2023 Corporate Objectives Measurement
As stated above, the Company and the Compensation and Leadership Development Committee established objectives for 2023 and thoroughly reviewed the company’s performance in achieving those objectives.
For the Galafold® revenue goal, the Company reported approximately $387.8 million in net product sales for the year ended December 31, 2023. The Company also continued its strong commercial momentum and expansion into additional geographies as evidenced by submitting for marketing authorization in Uruguay and obtaining early approval and reimbursement in Hong Kong, approval in New Zealand, and reimbursement in Taiwan and Lithuania. The cumulative effect of these actions resulted in 130.7% achievement of this goal.
For the Pompe program, Pombiliti™ was approved by the FDA, EMA, and MHRA in 2023, despite significant delays due to COVID. The Company submitted marketing authorizations in Switzerland and Australia and launched in Austria, Germany, the U.K. and the U.S. In addition, the Company received approval for Pombiliti™ + Opfolda™ in Spain from the National Pricing Commission, resulting in an earlier than planned launch. The Company achieved above its net product sales target globally. The cumulative effect of these actions, including the revenue performance, the success in converting patients from clinical trials and EAP, and total patients on drug or in the process of starting on drug at yearend, resulted in 164% achievement for this goal.
For the Pipeline goal, the Company continued its focus on its Fabry and Pompe novel technologies, making progress on its Fabry gene therapy and next generation technologies. The Company advanced its work with its Pompe program and other complimentary technologies. The cumulative effect of these actions resulted in the achievement of this goal at 94.9%.
As of December 31, 2023, the Company reported $286.2 million of cash, cash equivalents and marketable securities and realized non-GAAP profitability in Q4 2023 (GAAP net loss was $33.8 million for the quarter ended December 31, 2023 – please see Appendix A for reconciliation). The Company exceeded its financial goal due to prudent expense management and commercial execution, while continuing to invest in the Galafold® and the Pombiliti™ + Opfolda™ launches. The cumulative effect of these actions resulted in 112.5% achievement of this goal.
In the fourth year following the introduction of a people and culture goal, the Compensation and Leadership Development Committee determined that the Company had exceeded the goal based on the strength of our Diversity, Equity, and Inclusion programs. The Company again retained 98% of all previously identified “key talent” in critical roles and/or critical role pipelines. Additionally, the Company rolled-out its new leadership development program, with 95% of all employees trained globally. The cumulative effect of these actions resulted in 102.5% achievement of this goal.
In evaluating the overall corporate performance for 2023, 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 2024 and beyond. As such, the Compensation and Leadership Development Committee evaluated these achievements and, consistent with the quantitative scoring described above, recommended a 134.6% corporate multiplier for 2023, 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 role of the chief executive officer) as a fully integrated pharmaceutical company. We therefore determined that the individual multiplier for Messrs. Clark, Castelli, and Harford 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 bonuses for individuals serving in the role of the Chief Executive Officer 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 (and in 2023 the Executive Chairman) 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.
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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 Chief Executive Officer, to whom each named executive officer reports. 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, and in 2023 the Executive Chairman’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.
2023 Determinations
The Compensation and Leadership Committee believes that because of the chief executive officer’s influence on the overall performance of Amicus, it is appropriate and in the best interests of our stockholders to base the chief executive officer’s cash bonus on the achievement of the corporate objectives, without regard to an individual multiplier. For 2023, the Company’s corporate multiplier was determined to be 134.6%. 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:
Simon Harford, Chief Financial Officer (100% Individual Multiplier)
Managed to the Board approved budget;
Achieved non-GAAP profitability in the fourth quarter of 2023;
Led a $430 million financing collaboration resulting in a $400 million senior secured term loan facilitating a refinancing of existing debt and a $30 million strategic investment in Amicus’s common stock; and
Ended 2023 with a cash balance of $286 million.
Daphne Quimi, Former Chief Financial Officer (115% Individual Multiplier)
Managed to the Board approved budget;
Achieved non-GAAP profitability in the fourth quarter of 2023;
Led a $430 million financing collaboration resulting in a $400 million senior secured term loan facilitating a refinancing of existing debt and a $30 million strategic investment in Amicus’s common stock;
Ended 2023 with a cash balance of $286 million; and
Ensured a smooth transition to the new Chief Financial Officer.
Ellen S. Rosenberg, Chief Legal Officer, and Corporate Secretary (120% Individual Multiplier)
Strategically partnered with functions and business units to support launch and business activities;
Led ESG program and allocation to Board Committees of ESG risk oversight responsibilities;
Led the Company’s global intellectual property strategy; and
Maintained SEC compliance in all of our activities.
David M. Clark, Chief People Officer (120% Individual Multiplier)
Led the people, culture, and diversity strategy for the Company, resulting in 98% retention of talent in the Company’s critical roles, with 95% of the company being trained via the new global leadership development program;
Led the identification, design, and construction build-out of the Company’s new corporate headquarters in Princeton, NJ; and
Led the Corporate Communications team in supporting the global launches of Pombiliti™ + Opfolda™.
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Jeffrey P. Castelli, Chief Development Officer (125% Individual Multiplier)
Led the strategy for AT-GAA approval, partnering with the drug development organization to achieve approval for Pombiliti™ globally;
Partnered with research and development leadership to advance the Pompe and Fabry platform technologies; and
Represented the Company in discussions with the National Institute for Health and Care Excellence (“NICE”) resulting in NICE’s recommendation of reimbursement in England and Wales for Pombiliti™ + Opfolda™.
Calculation of Annual Cash Incentive Bonuses
The calculation of the named executive officers’ individual cash incentive payments for service in 2023 is summarized in the table below.
Name and Principal Position
Corporate
Multiplier
(%)
Individual
Multiplier
(%)
Target
Bonus
(%)
Base
Salary
($)
Payout
($)
Bradley L. Campbell
President and Chief Executive Officer
134.6
N/A
75
700,000
706,650
Simon Harford
Chief Financial Officer
134.6
100
45
183,333(1)
111,045
Daphne Quimi
Former Chief Financial Officer
134.6
115
45
500,000(2)
348,278
Ellen S. Rosenberg
Chief Legal Officer and Corporate  Secretary
134.6
120
45
500,000
363,420
David M. Clark
Chief People Officer
134.6
120
45
469,364
341,153
Jeffrey P. Castelli
Chief Development Officer
134.6
125
45
464,981
352,049
(1)
Mr. Harford’s base salary for purposes of determining his bonus was pro-rated based on the number of days of his service in 2023.
(2)
The Compensation and Leadership Committee determined Ms. Quimi's 2023 bonus would be based on her 2023 base salary rate in effect during her tenure as Chief Financial Officer.
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 and may be earned 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.
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 stock ownership while helping to retain executives. Final value depends on the stock price upon vesting;
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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 stock price upon vesting;
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 Options, 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 2023, the Compensation and Leadership Development Committee continued the approach of having such annual equity grants consist of stock options, RSUs and PRSUs. As Mr. Harford joined in August, he received a new hire equity award consisting of options and RSUs but did not receive a 2023 annual equity award. Accordingly, Mr. Harford did not receive PRSUs in 2023.
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 discretion, taking into account a number of factors which include the current price of our Common Stock, peer group executive compensation data provided by Pay Governance, each individual’s role and performance and recent Company developments. Based on these factors, in 2023 the annual equity awards to our named executive officers were as follows: Mr. Campbell’s award was valued at $6,000,000, Ms. Quimi’s was valued at $2,600,000, Ms. Rosenberg’s was valued at $2,750,000, Mr. Clark’s was valued $2,100,000 and Mr. Castelli’s was valued $2,500,000. While Mr. Harford did not receive a 2023 annual equity award, he did receive a new hire grant valued at $2,700,000. All of the stock option and RSU awards are subject to four-year vesting schedules. The 2023 stock option and RSU grants are described in the section entitled “Grants of Plan Based Awards.” The sizing of such LTI grants is 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 and PRSUs is the fair market value of the shares of Common Stock underlying such RSUs or PRSUs, assuming target performance, on the date of grant. Assumptions made in this valuation are discussed in our annual report for the year ended December 31, 2023, filed with the SEC on Form 10-K on February 28, 2024 (the “Form 10-K”) at Note 9 — Stock-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.
Our PRSUs may be earned over a three-year performance period at 0% to 200% of target, based on the achievement of certain performance goals and subject generally to continued employment through the end of the performance period. The target value of the PRSU grants consist of 33% of the total assigned equity compensation value to each named executive officer and 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 performance goals for the PRSUs were weighted as follows:
2023 PRSU Performance Metrics and Weightings
TSR
Goal
(%)
Pipeline
Goal
(%)
Revenue
Goal
(%)
People
Goal
(%)
50
15
30
5
The total stockholder return (“TSR”) goal compares the TSR of the Company’s common stock relative to the TSR of the Nasdaq Biotechnology Index (“NBI”) over the three-year performance period. Achievement of the 2023 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.
NBI
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%
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For confidential reasons, the Company does not disclose the specific revenue, 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.
Historically, we have typically awarded the largest equity grant in each grant cycle to Mr. Crowley, the CEO, in recognition of his role as our principal executive officer and primary decision maker for the Company. Accordingly, the Compensation and Leadership Development Committee determined that, as CEO, Mr. Campbell would be awarded the largest equity grant for 2023. For these reasons, and based on annual peer data analysis, the Compensation and Leadership Development Committee awarded Mr. Campbell 169,635 RSUs, 169,635 PRSUs and options to purchase 301,109 shares of Common Stock in our company-wide grant in January 2023, with such awards valued at approximately $6 million in aggregate at the time of grant.
Sizing of the 2023 equity grants for other named executive officers is provided in the section entitled “Grants of Plan-Based Awards.” Factors that the Compensation and Leadership Development Committee and our Executive Chairman considered in determining the sizing of these equity grants for other executive officers included (i) relative contribution toward achievement of prior 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 Mr. Crowley and Mr. Campbell. 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 “2023 Determinations.”
In December of 2023 the Board, upon the recommendation of the Compensation and Leadership Development Committee, reviewed the People and Culture goals in the 2021, 2022 and 2023 PRSU awards. As a company committed to equal opportunity for all, and to reinforce our culture that we do not make employment decisions based on preferences, the Board approved the elimination of any numeric component of those goals. The revised 2021 People and Culture PRSU goal is described in more detail below under “Settlement of 2021 PRSU Grants”.
Settlement of 2021 PRSU Grants
In 2021, we granted PRSUs to our named executive officers which could be earned over a three-year performance period at 0% through 200% of target, based on the achievement of the three performance goals described below, and subject generally to continued employment through the end of the performance period. At the end of the performance period, the Compensation and Leadership Development Committee assessed the performance relative to each of the performance goals and determined whether and to what extent the applicable PRSUs were earned.
On December 20, 2023, the Board, upon the recommendation of the Compensation and Leadership Development Committee which reviewed the criteria associated with the Pompe portion of the 2021 PRSU grant, determined that the goal was achieved at target, approving 100% attainment for this portion of the 2021 PRSU grant. The Pompe performance goal accounted for 20% of the 2021 PRSU grants with the various levels of achievement, and the Company’s actual performance result, described in the table below.
Pompe Performance Goal
Percentage of the
Pompe Units Earned
Obtain regulatory approval for AT-GAA in the U.S., E.U., U.K., Japan and Switzerland, and submit for regulatory approval in two additional markets on or before December 31, 2023
200%
Obtain regulatory approval for AT-GAA in the U.S., E.U., U.K., Japan and Switzerland on or before December 31, 2023
150%
Obtain regulatory approval for AT-GAA in the U.S., E.U., and U.K. on or before December 31, 2023 (“Target”)
100%
Obtain regulatory approval for AT-GAA in two of the U.S., E.U., and U.K. markets on or before December 31, 2023
50%
The shares attributable to this portion of the 2021 PRSU grant were subsequently delivered January 9, 2024.
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On December 20, 2023, the Board, upon the recommendation of the Compensation and Leadership Development Committee which reviewed the criteria associated with the gene therapy portion of the 2021 PRSU grant, determined that the goal was not met, and approved 0% attainment for this portion of the 2021 PRSU grant. The gene therapy performance goal accounted for 20% of the 2021 PRSU grants with the various levels of achievement, and the Company’s actual performance result, described in the table below.
Gene Therapy Performance Goal
Percentage of the
Gene Therapy Units Earned
IND application accepted and clinical proof of concept data for both Fabry and Pompe gene therapy programs on or before December 31, 2023
200%
IND application accepted for both Fabry and Pompe gene therapy programs and clinical proof of concept data one of these two programs on or before December 31, 2023
150%
IND application accepted for both Fabry and Pompe gene therapy programs on or before December 31, 2023 (“Target”)
100%
IND application accepted for either the Fabry or Pompe gene therapy program on or before December 31, 2023
50%
Company did not have an IND application accepted for either the Fabry or Pompe gene therapy program on or before December 31, 2023
0%
As the gene therapy goal was not met, the shares attributable to this portion of the 2021 PRSU grant were forfeited.
As mentioned above, on December 20, 2023, the Board, upon the recommendation of the Compensation and Leadership Development Committee, elected to revise the 2021, 2022 and 2023 PRSU people and culture goals. Following such revision, and upon the recommendation of the Compensation and Leadership Development Committee which reviewed the criteria associated with the revised people and culture portion of the 2021 PRSU grant, the Board determined that the goal was achieved at target, approving 100% attainment for this portion of the 2021 PRSU grant. The people and culture performance goal accounted for 10% of the 2021 PRSU grants with the level of achievement described in further detail in the table below.
People and Culture Performance Goal
Percentage of the People and Culture Units Earned
Fully establish DEI programs to include launching employee resource groups, ensuring equal opportunities for all in hiring for open roles, and launching unconscious bias training, to ensure an inclusive culture for all employees, on or before December 31, 2023 (“Target”)
100%
The shares attributable to this portion of the 2021 PRSU grant were subsequently delivered January 9, 2024.
On January 9, 2024, the Compensation and Leadership Development Committee reviewed Pay Governance’s calculation of the relative TSR portion of the 2021 PRSU grants as of the December 31, 2023 measurement date and determined the Company’s absolute three-year TSR performance was -46.2%, which placed it at the 60.1 percentile relative to its performance peers (Nasdaq Biotechnology Index). While finishing in the 60.1st percentile would normally result in the TSR goal being achieved between 100%-150%, a negative TSR is capped at 100%. Thus, the TSR goal was approved as being achieved at 100% (as reflected in the table below).
Company Three- Year TSR Ranking Relative to NBI
Percentage of the
TSR Units Earned
90th Percentile or higher
200%
75th Percentile
150%
50th Percentile (“Target”)
100%
30th Percentile
50%
Below 30th Percentile
0%
This TSR goal accounted for 50% of the 2021 PRSU grants. The shares underlying the TSR goal were delivered January 9, 2024 upon the Compensation and Leadership Development Committee’s approval of the TSR goal.
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In aggregate, the overall 2021 PRSUs paid out at 80% of target. The table below reflects the total number of PRSUs each named executive officer received from their respective 2021 PRSU grants:
Name and Principal Position
Target
PRSUs
Earned
PRSUs
Bradley L. Campbell
 President and Chief Executive Officer
57,620
46,096
Simon Harford(1)
 Chief Financial Officer
Daphne Quimi
 Former Chief Financial Officer
33,131
26,505
Ellen S. Rosenberg
 Chief Legal Officer and Corporate Secretary
33,131
26,505
David M. Clark
 Chief People Officer
27,369
21,896
Jeffrey P. Castelli
 Chief Development Officer
28,810
23,048
(1)
Mr. Harford joined the Company in 2023 and thus did not receive a 2021 PRSU award.
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 otherwise payable to such eligible executives to a distribution date elected by the participant. 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.
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.
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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 million.
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, subject 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.
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.”
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, revised in 2022, named executive officers and directors must maintain stock ownership at a value equal to a multiple of their annual retainer or base salary, as applicable, as follows:
Position
Stock Retention Amount
Chief Executive Officer
4 times executive’s base salary
Executive Chairman
3 times executive chair’s base salary
Directors
3 times director’s annual retainer
Other Executive Officers
1 times executive’s base salary
Directors and executive officers have five years from the date they first became subject to the guidelines to attain the required stock ownership. Following the initial five year attainment period, stock ownership is recalculated every two years thereafter using the cash retainer or salary in effect at that time. Directors and executive officers then have those two additional years following each recalculation to acquire additional stock, as may be necessary, to satisfy the new stock ownership level and remain in compliance. Stock ownership that counts towards the requirement includes shares of Common Stock and any restricted stock units that were settled and deferred into the Stock Deferral Plan (as defined below). Stock options (vested or unvested), unvested restricted stock units and unearned performance awards are not included in determining compliance with these guidelines. All named executive officers and directors have met or are on track to meet the stock ownership guidelines within the requisite time period. The Compensation and Leadership Development Committee of the Board annually monitors compliance with this policy.
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.
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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 officers, 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 have also historically maintained a policy for recoupment (or “clawback”) of performance-based compensation in the event of a financial restatement. On November 2nd, 2023, effective as of October 2nd 2023, our Board adopted a new clawback policy (the “Clawback Policy”) that fully aligns to the Nasdaq listing standards adopted in accordance with Section 10D of the Exchange Act, which govern such policies. A copy of our Clawback Policy is publicly available as an exhibit to the Company’s most recently filed Form 10-K.
Our Clawback Policy covers current and former executive officers, including the principal accounting officer, and applies to any compensation granted, earned, or vested, based wholly or in part on the attainment of a financial reporting measure, including non-GAAP, stock price or total stockholder return metrics. In the event of a financial restatement, the policy dictates that the Company must recoup the incremental amount an executive officer erroneously received as a result of the misstated financials, regardless of whether or not executive misconduct was present. The look-back period for recoupment consists of the three completed fiscal years preceding the date upon which the restatement is deemed required under the rules. The Compensation and Leadership Development Committee has broad discretion in determining the means of recovery, provided such approach is permitted under the Nasdaq rules and done reasonably promptly.
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COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE REPORT
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 Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and our 2023 Annual Report on Form 10-K.
Members of the Amicus Therapeutics, Inc.
Compensation and Leadership Development Committee:
Margaret G. McGlynn, Chair
Lynn D. Bleil
Eiry W. Roberts, M.D.
Glenn P. Sblendorio
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.
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Executive Compensation
SUMMARY COMPENSATION TABLE
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 at any time during 2023, and our three other most highly compensated executive officers (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
($)
Bradley L. Campbell
 President and Chief
 Executive Officer
2023
$698,558
$706,650
$4,734,510
$2,023,673
$38,975(4)
$8,202,366
2022
591,040
356,250
5,206,218
2,807,561
36,797
8,997,866
2021
550,629
309,682
2,818,195
1,145,462
87,487
4,911,455
Simon Harford
 Chief Financial Officer
2023
173,077
111,045
1,349,999
1,346,048
416(5)
2,980,585
2022
2021
Daphne Quimi
 Former Chief Financial
Officer
2023
466,042(3)
348,278
2,051,608
876,921
33,818(6)
3,776,667
2022
483,901
227,682
2,018,554
886,109
36,818
3,653,064
2021
469,385
280,497
1,620,431
658,636
35,499
3,064,448
Ellen S. Rosenberg
 Chief Legal Officer and
 Corporate Secretary
2023
499,704
363,420
2,169,972
927,515
81,376(7)
33,170(8)
4,075,157
2022
484,317
227,878
2,018,554
886,109
27,125
21,748
3,665,731
2021
469,789
280,738
1,620,431
658,636
20,998
3,050,592
David M. Clark
 Chief People Officer
2023
469,059
341,153
1,657,073
708,284
39,030(9)
3,214,599
2022
453,238
213,255
1,419,355
587,319
34,896
2,708,063
2021
439,781
262,711
1,338,612
544,092
35,725
2,620,921
Jeffrey P. Castelli
 Chief Development Officer
2023
464,721
352,049
1,972,703
843,196
39,093(10)
3,671,762
2022
451,025
221,938
1,630,358
715,701
36,681
3,055,703
2021
(1)
The 2023 amount represents bonuses earned in 2023 and paid in 2024.
(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, 2023, filed with the SEC on Form 10-K on February 28, 2024 (the “Form 10-K”) at Note 9 — Stock-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 2023 include the grant date fair value of the RSUs and PRSUs granted during 2023. 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 2023 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
Grant Date
Fair Value for
2023 PRSUs
(i.e., Based
on Expected
Performance)
($)
Value at
Grant Date
Assuming
Maximum
Performance
($)
Bradley L. Campbell
$2,710,764
$5,421,531
Simon Harford
Daphne Quimi
1,174,658
2,349,314
Ellen S. Rosenberg
1,242,426
2,484,849
David M. Clark
948,765
1,897,529
Jeffrey P. Castelli
1,129,479
2,258,962
(3)
Ms. Quimi’s salary for 2023 is comprised of $432,388 earned for her service as Chief Financial Officer until November 6, 2023 and $33,654 for her service as Chief, Finance Operations for the remainder of the year.
(4)
Includes $16,477 of 401(k) employer match, $750 for health care savings account, $1,248 in life insurance premiums, $4,500 for executive health benefits received, and $16,000 for financial consulting services.
(5)
Includes $416 in life insurance premiums.
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(6)
Includes $11,384 of 401(k) employer match, $750 for health care savings account, $1,184 in life insurance premiums, $4,500 for executive health benefits received, and $16,000 for financial consulting services.
(7)
Ms. Rosenberg participates in our Stock Deferral Plan. As described more fully in the “Nonqualified Deferred Compensation” table’ below, the increases shown here are the result of the rise in the stock price of the Company’s common stock between the value for her deferred RSUs on December 31, 2022 and the value of such RSUs as of December 31, 2023.
(8)
Includes $13,302 of 401(k) employer match, $750 for health care savings account, $1,248 in life insurance premiums, $4,500 for executive health benefits received, and $13,370 for financial consulting services.
(9)
Includes $16,608 of 401(k) employer match, $750 for health care savings account, $1,172 in life insurance premiums, $4,500 for executive health benefits received, and $16,000 for financial consulting services.
(10)
Includes $16,595 of 401(k) employer match, $750 for health care savings account, $1,248 in life insurance premiums, $4,500 for executive health benefits received, and $16,000 for financial consulting services.
Grants of Plan-Based Awards
The following table presents information concerning grants of equity awards to each of the named executive officers during 2023.
Estimated Future Payouts
Under Equity Incentive
Plan Awards(1)
All
Other
Stock
Awards:
Number
of Shares
of RSUs(2)
(#)
All Other
Option
Awards:
Number of
Securities
Underlying
Options(3)
(#)
Exercise
or
Base
Price of
Option
Awards
($/Sh)
Grant
Date Fair
Value of
Stock and
Option
Awards(4)
($)
Name
Grant Date
Approval
Date
Threshold
(#)
Target
(#)
Maximum
(#)
Bradley L. Campbell
 President and Chief  Executive Officer
1/3/2023
1/3/2023
301,109
$11.93
$2,023,673
1/3/2023
1/3/2023
169,635
2,023,746
6/29/2023(5)
1/3/2023
42,409
84,817
169,634
1,644,602
6/29/2023(5)
1/3/2023
25,445
50,890
101,780
639,687
6/29/2023(5)
1/3/2023
12,723
25,445
50,890
319,844
6/29/2023(5)
1/3/2023
4,242
8,483
16,966
106,631
Simon Harford
 Chief Financial
 Officer
8/21/2023
8/21/2023
189,043
12.62
1,346,048
8/21/2023
8/21/2023
106,973
1,349,999
Daphne Quimi
 Former Chief
Financial Officer
1/3/2023
1/3/2023
130,480
11.93
876,921
1/3/2023
1/3/2023
73,508
876,950
6/29/2023(5)
1/3/2023
18,377
36,754
73,508
712,660
6/29/2023(5)
1/3/2023
11,026
22,052
44,104
277,194
6/29/2023(5)
1/3/2023
5,513
11,026
22,052
138,597
6/29/2023(5)
1/3/2023
1,838
3,676
7,352
46,207
Ellen Rosenberg
 Chief Legal Officer
 and Corporate
 Secretary
1/3/2023
1/3/2023
138,008
11.93
927,515
1/3/2023
1/3/2023
77,749
927,546
6/29/2023(5)
1/3/2023
19,437
38,874
77,748
753,767
6/29/2023(5)
1/3/2023
11,662
23,324
46,648
293,183
6/29/2023(5)
1/3/2023
5,831
11,662
23,324
146,591
6/29/2023(5)
1/3/2023
1,945
3,889
7,778
48,885
David M. Clark
 Chief People Officer
1/3/2023
1/3/2023
105,388
11.93
708,284
1/3/2023
1/3/2023
59,372
708,308
6/29/2023(5)
1/3/2023
14,843
29,686
59,372
575,612
6/29/2023(5)
1/3/2023
8,906
17,811
35,622
223,884
6/29/2023(5)
1/3/2023
4,453
8,905
17,810
111,936
6/29/2023(5)