Executivereviewed and approved the final compensation. The Compensation Governance Practicesand 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.
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
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| | | Maintain an executive compensation program designed to align pay with performance
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| | | Conduct an annual say on pay advisory vote
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| | | Seek input from, listen to and respond to stockholders
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| | | Have double trigger on executive severance arrangements and executive stock option grants
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| | | Prohibit hedging and pledging of company stock
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| | | Retain an independent compensation consultant
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| | | Maintain stock ownership guidelines for executives and directors
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| | | Maintain a clawback policy
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What We Do NOT Do
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| | | Provide executives with tax gross-ups other than for Company required relocations
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| | | Provide guaranteed bonuses
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“Say on Pay” Consideration
At our 2021 annual meeting of stockholders, approximately 98%As part of the shares voted atcompensation determination process, the meeting approved, on an advisory basis, the compensation of the named executive officers. In light of stockholders’ strong support of our most recent say-on-pay proposal,Chief Executive Officer presents to the Compensation and Leadership Development Committee did not undertake fundamental changesan individual assessment of each named executive officer’s performance, excluding the Chief Executive Officer’s performance, over the prior year, as well as the recommended compensation action for each such named executive officer. Based on corporate and individual performance, the Chief Executive Officer makes a compensation recommendation for each such named executive officer which includes actions on base salary, bonus, and long-term incentive grant target value. Individual goals are designed to support the achievement of the yearly corporate goals. The Chief Executive Officer’s recommendations may also take into account input from the executive’s peers and direct reports, as appropriate. The recommendations of the Chief Executive Officer are afforded significant weight by the Compensation and Leadership Development Committee, because of his familiarity with the day-to-day performance of his direct reports. However, the final determination of each executive officer’s pay, other than that of the Chief Executive Officer, is made by the Compensation and Leadership Development Committee.
The Chief Executive Officer’s performance is assessed by all independent directors under the leadership of our Lead Independent Director, and in 2022, 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.
Developments with Respect to the Company’s Named Executive Officers in 2022
On September 29, 2021, it was announced that, in connection with the anticipated closing of the ARYA Sciences Acquisition Corp IV’s (“ARYA”) acquisition of the Company’s gene therapy portfolio, President and Chief Operating Officer Bradley Campbell would succeed John Crowley as the Company’s Chief Executive Officer, with Mr. Crowley becoming the Chief Executive Officer of the newly formed company, Caritas Therapeutics, Inc. (“Caritas”). On February 24, 2022, the Company announced the termination of the business combination agreement with ARYA and that Mr. Crowley would remain Chief Executive Officer of the Company until August 1, 2022. Effective August 1, 2022, Mr. Crowley transitioned to the role of Executive Chairman of the Board and Mr. Campbell succeeded him as Chief Executive Officer.
On December 21, 2022, the Board reviewed the Company’s senior management roles and responsibilities and determined that Jeffrey P. Castelli qualified as a Section 16 reporting officer.
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 programs followingconsulting. The Compensation and Leadership Development Committee has reviewed the 2021 annual meetingindependence of stockholders. Nonetheless, we continue to solicit the input of our stockholders and in 2021 our investor relations team proactively engaged with major stockholders, representing approximately 75% of shares outstanding, on the Company’s pay practices. As evidenced by the voting detailed above, the vast majorityPay Governance; because of the shares voted approved the ‘say on pay’ advisory proposalpolicies and procedures that Pay Governance and the Compensation and Leadership Development Committee continues to focus on pay practiceshave in place, the Compensation and Leadership Development Committee is confident that alignthe advice it receives from executive compensation consultants at Pay Governance is objective and not influenced by Pay Governance’s or its affiliates’ relationships with performance. 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, monitorswith the advice and considersanalysis of its independent executive compensation consultant Pay Governance, established the results ofpeer 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 annual advisory “say on pay” proposalcompanies 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 feedback received from stockholders.
Objectivesbusiness operating model, 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 changinggeographic locations that generally have similar pay levels. Two companies (Acceleron Pharma and heavily regulated industry,Bluebird Bio) were removed from the peer group used in 2021. Acceleron Pharma was removed due to its acquisition by Merck in November 2021 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 relativeBluebird Bio was removed due to the organizations with which we compete for executive talent;
attract and retain individualsspin-off of superior ability and managerial talent who can successfully perform and succeedits Oncology business 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 payearly 2022, resulting in a cost-efficient manner that aligns employees’ compensationlow market cap (less than $600 million). For 2022, the Compensation and Leadership Development Committee replaced Acceleron Pharma and Bluebird Bio with stockholders’ long-term interests.Apellis Pharmaceuticals and Halozyme