Gina Mazzariello
About Gina Mazzariello
Gina M. Mazzariello is Chief Legal Officer and General Counsel at Amylyx Pharmaceuticals, serving since February 2022. She is 53, with a B.S. in Management from Syracuse University and a J.D. from Harvard Law School, and previously held senior legal leadership roles at Boehringer Ingelheim in the U.S. and globally . During her tenure, company performance has been mixed: 2023 net product revenue was $380.8 million as RELYVRIO/ALBRIOZA was marketed before a strategic withdrawal in 2024, with net income of $49.3 million in 2023 followed by a 2024 net loss of $301.7 million; total shareholder return (value of initial $100 investment) moved from $204 (2022) to $81 (2023) to $21 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Boehringer Ingelheim USA, Inc. | Vice President, Human Pharma Business Law | Aug 2015 – Feb 2022 | Not disclosed |
| Boehringer Ingelheim International GmbH | Global General Counsel, Prescription Medicines | Jan 2014 – Aug 2015 | Not disclosed |
External Roles
- None disclosed .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 460,000 | 478,400 |
| Target Bonus % of Salary | 45% | — |
| Actual Bonus Paid ($) | 217,765 (paid Feb 2024) | 219,844 (paid Feb 2025) |
Notes:
- 2023 target bonus for Mazzariello: 45% ($207,000) .
- Her employment agreement sets an initial target bonus opportunity of 40% of base salary .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| 2023 Corporate Goals | 80% (for non-CEO NEOs) | 100% | 103% | Contributed to 105% total bonus payout | Cash paid Feb 2024 |
| 2023 Individual Performance (G. Mazzariello) | 20% | 100% | 114% | Contributed to 105% total bonus payout | Cash paid Feb 2024 |
| 2024 Annual Incentive | Not disclosed | Not disclosed | Not disclosed | $219,844 earned (paid Feb 2025) | Cash paid Feb 2025 |
Program design notes:
- For NEOs other than Co-CEOs, annual bonuses are based 80% on corporate goals and 20% on individual performance; Co-CEOs are 100% corporate .
Equity Ownership & Alignment
Beneficial Ownership (as of April 11, 2025)
| Item | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 432,891 (less than 1%) |
| Components | 187,969 shares owned + 244,922 options exercisable within 60 days |
Policy alignment:
- Hedging and pledging of company stock are prohibited for directors, officers, and employees .
- Compensation Recovery (Clawback) Policy adopted October 2, 2023, mandates recovery of erroneously awarded incentive compensation in the event of an accounting restatement, consistent with SEC/Nasdaq rules .
Outstanding Equity Awards (Year-End 2024)
| Grant Type | Grant Date | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | RSUs Unvested (#) | RSUs Market Value ($) |
|---|---|---|---|---|---|---|
| Stock Options | 02/22/2022 | 128,916 | 53,084 | 28.24 | — | — |
| RSUs | 02/22/2022 | — | — | — | 20,500 | 77,490 |
| Stock Options | 03/16/2023 | 37,456 | 45,044 | 32.08 | — | — |
| RSUs | 03/16/2023 | — | — | — | 13,750 | 51,975 |
| Stock Options | 02/26/2024 | — | 55,000 | 17.56 | — | — |
| RSUs | 02/26/2024 | — | — | — | 36,667 | 138,601 |
| Stock Options | 04/16/2024 | — | 110,000 | 2.01 | — | — |
| RSUs | 04/16/2024 | — | — | — | 53,707 | 203,012 |
Vesting mechanics:
- Options generally vest 25% on first anniversary of grant, then in 36 equal monthly installments; RSUs vest in four equal annual installments, subject to continued service .
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment Start/Role | Chief Legal Officer & General Counsel since Feb 22, 2022 |
| Sign-on | $250,000 sign-on bonus (50% at start; 50% at 6 months); subject to full after-tax repayment if terminated for cause or resigns without good reason within 1 year |
| Initial Equity on Hire | 182,000 options and 41,000 RSUs, four-year vesting |
| Base Salary Reference | Employment agreement sets base salary; 2024 salary paid: $478,400 |
| Target Bonus Opportunity | Initial target 40% of base salary |
| Severance (Non‑CIC) | If terminated without cause or resigns for good reason: 9 months base salary; COBRA contributions for up to 9 months |
| Severance (CIC Window) | If terminated without cause or resigns for good reason within 3 months prior to or 12 months after a change in control: lump sum equal to 1.0× (base salary + target bonus); full acceleration of time-based equity; performance-based awards that are then eligible to vest based on continued employment accelerate; COBRA contributions for up to 12 months |
| Covenants | Confidentiality, IP assignment, and post-termination non-solicitation of employees/consultants/customers |
| Clawback | Company-wide Compensation Recovery Policy (Oct 2, 2023) |
| Hedging/Pledging | Prohibited for directors, officers, and employees |
Company Performance During Tenure (Reference)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return – Value of $100 Investment | 204 | 81 | 21 |
| Net Income (Thousands, $) | (198,375) | 49,271 | (301,743) |
Additional context:
- 2023 net product revenue: $380.8 million .
- Company ceased marketing RELYVRIO/ALBRIOZA in U.S. and Canada in 2024 and does not expect further revenue from it, impacting 2024 results .
Say‑on‑Pay & Shareholder Feedback
- 2025 Say‑on‑Pay (advisory) results: For 33,080,252; Against 24,050,998; Abstain 2,024,272; Broker non‑votes 15,356,384 .
Compensation Peer Group (for 2023 decisions; Pearl Meyer advised)
- Peer group used for benchmarking (approved Nov 2022): Acadia, Agios, Amicus, Apellis, Axsome, BioCryst, Blueprint, BridgeBio, Corcept, Harmony Biosciences, Insmed, Karuna, Myovant, Rhythm, Sage, Sarepta, Supernus, Travere, Xencor .
- Base salary market data targets the 50th percentile; adjustments consider role/performance/market .
- Pearl Meyer engaged as independent compensation consultant; committee independence affirmed .
Investment Implications
- Alignment and retention: Meaningful equity exposure via 432,891 beneficial shares (including 244,922 options exercisable within 60 days) aligns incentives; double‑trigger CIC protection (cash + full time‑based vesting acceleration) supports retention through strategic transactions .
- Potential selling pressure and award dynamics: Significant unvested option grants at low strike ($2.01, 110,000 shares granted 4/16/2024) and RSU overhang could contribute to future vest‑related supply; however, hedging and pledging are prohibited, and company maintains a clawback policy .
- Pay‑for‑performance structure: Bonuses are largely tied to corporate metrics (80% corporate/20% individual for non‑CEO NEOs), with 2023 corporate performance rated at 103% and an individual rating of 114% for Mazzariello, resulting in a 105% payout—indicative of a formulaic, performance‑sensitive cash component .
- Governance and shareholder sentiment: 2025 Say‑on‑Pay passed but with a notable “Against” vote count, signaling investors’ scrutiny of compensation amid volatile TSR and earnings; continued clear linkage of incentives to objective milestones will be important .
All information above is sourced from Amylyx’s 2025 and 2024 DEF 14A, 2025 Form 10‑K, and 8‑K filings as cited.