Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
As previously reported in our Annual Report on Form 10-K filed on March 13, 2023, the board of directors (the “Board”) of Amylyx Pharmaceuticals, Inc. (the “Company”) appointed Karen Firestone to fill the vacancy on the Board as a Class I director, effective as of March 16, 2023 (the “Effective Date”), for an initial term expiring at the annual meeting of stockholders in 2025. Ms. Firestone has been appointed as a member of the Audit Committee and Nominating and Corporate Governance Committee.
Under the Company’s current compensation program for non-employee directors (“Compensation Policy”), Ms. Firestone is eligible to receive an annual retainer of $45,000 for serving on the Board, and additional annual retainers of $10,000 and $5,000 for serving on the Audit Committee and Nominating and Corporate Governance Committee, respectively. In addition, under the Compensation Policy, on the Effective Date, Ms. Firestone was granted an option to purchase 27,403 shares of the Company’s common stock (the “Initial Grant”). One third of the Initial Grant will vest on the first anniversary of the Effective Date, and the remaining two-thirds will vest in equal monthly installments over two years, provided that all vesting will cease if Ms. Firestone ceases to serve as a director. Additionally, under the Compensation Policy, as long as Ms. Firestone remains a director, she will be eligible to receive an annual grant on the date of each annual meeting of stockholders of the Company following the Effective Date in an amount equal to the lesser of (x) a stock option with a value of $285,000, and (y) a stock option to purchase 25,000 shares. Grants made to continuing non-employee directors following the Company’s annual meeting of stockholders each year vest in full upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the next annual meeting of stockholders, provided that all vesting will cease if the director ceases to serve as a director, unless the Board determines that the circumstances warrant continuation of vesting. Each option granted under the Compensation Policy has a per share exercise price equal to the Fair Market Value (as defined in the Company’s 2022 Stock Option and Incentive Plan) of the Company’s common stock on the date of grant.
The current Compensation Policy is filed as Exhibit 10.1 to this Current Report on Form 8-K.
There are no arrangements or understandings between Ms. Firestone and any other person pursuant to which Ms. Firestone was selected as a director. Ms. Firestone is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
