Amicus Therapeutics (FOLD) DEF 14ADefinitive proxy

 

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:

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

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:

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:

Princeton, New Jersey

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.

AMICUS THERAPEUTICS, INC.

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.

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.

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.

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.

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:

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.

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”.

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:

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.

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.

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.

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.

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.

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.

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.

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.

PROPOSAL NO. 1—ELECTION OF DIRECTORS

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 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:

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.

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.

AMICUS CORPORATE GOVERNANCE

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:

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:

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.

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.

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.

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.

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.

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.

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.

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

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.

Our Compensation and Leadership Development Committee’s responsibilities include:

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.

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.

Our Science and Technology Committee’s responsibilities include:

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.

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.

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.

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”:

COMPENSATION DISCUSSION AND ANALYSIS—2023

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:

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.

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:

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

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.

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 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.

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.

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 25^th, 50^th, and 75^th percentile and generally targets aggregate total direct compensation for the named executive officers as a group to approximately the 50^th percentile of our peer group (as discussed below). Actual compensation levels for each named executive officer depend on factors such as individual performance, Company performance, skills/capabilities, overall impact/contribution, experience in position, criticality of position and internal equity. For 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.

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”).

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.

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.

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

Base salaries 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:

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.

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.

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.

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.

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:

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.

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.

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.

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.

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:

The calculation of the named executive officers’ individual cash incentive payments for service in 2023 is summarized in the table below.

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:

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:

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”.

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.

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.

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.

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 60.1^st 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).

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:

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.

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.

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.

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.”

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:

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

Certain hedging and monetization transactions involve the establishment of a short position in the Subject Securities and limit or eliminate a person’s ability to profit from an increase in the value of the Subject Securities. Accordingly, these transactions can cause a person’s interests to be misaligned with other stockholders of the Company. The Company therefore prohibits its directors, executive 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.

We have also historically maintained a policy for recoupment (or “clawback”) of performance-based compensation in the event of a financial restatement. On November 2^nd, 2023, effective as of October 2^nd 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.

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

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”).

The following table presents information concerning grants of equity awards to each of the named executive officers during 2023.