James Frates
About James Frates
James M. Frates is Chief Financial Officer of Amylyx Pharmaceuticals (since January 2021) with 25+ years of biotech finance leadership, including 23 years as CFO of Alkermes plc (1998–2021) . He is 57 years old (as of April 11, 2025), holds an A.B. in Government from Harvard College and an M.B.A. from Harvard Business School, and serves on the board of Sage Therapeutics (since 2014) . Under his tenure, Amylyx’s revenue moved from $22.2M (FY22) to $380.8M (FY23) to $87.4M (FY24), while EBITDA moved from $(200.9)M (FY22) to $39.9M (FY23) to $(291.0)M (FY24); the company-reported pay-versus-performance panel shows cumulative TSR index values of 204 (2022), 81 (2023), and 21 (2024) . 2023 corporate goals paid at 103% of target; Frates’ 2023 individual performance was assessed at 115%, yielding a 105% of target bonus .
Note: *Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alkermes plc | Chief Financial Officer | 1998–2021 | Long-tenured CFO for commercial-stage biotech; led finance through multi-cycle portfolio evolution |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sage Therapeutics (Nasdaq: SAGE) | Director | 2014–Present | External board seat; provides broader CNS/biotech perspective and governance experience |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Annual Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2024 | 540,600 | 40% of base (initial target per agreement) | 248,427 | Amount paid Feb-2025 for 2024 plan year |
| 2023 | 510,000 | 40% of base (initial target) | 241,663 | 2023 payout at 105% of target |
- Retirement/perquisites: 401(k) safe-harbor employer contributions included in “All Other Compensation”; no executive pension/SERP; no nonqualified deferred compensation .
Performance Compensation
| Plan Year | Metric | Weighting | Target/Payout Basis | Actual Performance | Payout vs Target | Dollar Outcome ($) |
|---|---|---|---|---|---|---|
| 2023 | Corporate goals | 80% (CFO) | Company scorecard | 103% | 103% | Included in total below |
| 2023 | Individual goals | 20% (CFO) | CFO individual objectives | 115% | 115% | Included in total below |
| 2023 | Total annual bonus | — | Weighted sum | — | 105% | 241,663 |
| 2024 | Total annual bonus | — | Company plan | — | — | 248,427 (paid Feb-2025) |
- 2023 corporate goals emphasized access to AMX0035, ALS clinical/regulatory execution, pipeline progress, publications, and building global talent/systems; overall corporate achievement 103% .
- Equity program mixes stock options and RSUs with multi-year vesting aligned to long-term value .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 934,077 shares (1.0% of outstanding) as of April 11, 2025 |
| Ownership breakdown | 317,519 common shares + 616,558 options exercisable within 60 days |
| Unvested RSUs (12/31/2024) | 15,834 (1/6/22 grant), 16,251 (3/16/23 grant), 40,000 (2/26/24), 60,787 (4/16/24) |
| Hedging/pledging | Prohibited by policy; also no short sales or derivatives by insiders |
| Ownership guidelines | Not disclosed in proxies reviewed |
| In-the-money analysis (12/31/2024 close $3.78) | Only 2.01 strike options (120,000 sh, 4/16/24) were in-the-money; options at 6.88/17.56/19.00/19.63/32.08 were out-of-the-money at year-end |
Outstanding awards (Frates) at 12/31/2024 (selected):
- Options:
- 1/25/2021: 354,419 X / 9,416 UEX, $6.88, exp 1/25/2031
- 1/6/2022: 103,906 X / 38,594 UEX, $19.00, exp 1/6/2032
- 2/11/2022: 17,708 X / 7,292 UEX, $19.63, exp 2/11/2032
- 3/16/2023: 44,613 X / 52,887 UEX, $32.08, exp 3/16/2033
- 2/26/2024: 0 X / 60,000 UEX, $17.56, exp 2/26/2034
- 4/16/2024: 0 X / 120,000 UEX, $2.01, exp 4/16/2034
- RSUs: unvested balances as above; options generally vest 25% at 1-year then monthly over 36 months; RSUs vest in four equal annual installments .
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment | At-will; CFO role since Jan 2021 |
| Target bonus | Initial target 40% of base salary |
| Severance (no CIC) | 9 months base salary; company-paid COBRA contribution for up to 9 months (subject to earlier eligibility limits) |
| Change-in-control (double-trigger) | Lump sum = 1.0x (base + target bonus); full acceleration of time-based equity; COBRA contribution up to 12 months |
| Performance equity in CIC | Performance-based awards deemed earned at greater of target/actual through CIC then convert to time-based for remainder |
| Restrictive covenants | Confidentiality/IP assignment; post-termination non-solicit of employees/consultants/customers; non-compete not disclosed |
| Clawback | Compensation Recovery Policy adopted Oct 2, 2023 (SEC/Nasdaq compliant; restatement-triggered recovery) |
Performance & Track Record
Financial and TSR snapshot:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 22,230,000* | 380,786,000 | 87,371,000* |
| EBITDA ($) | (200,854,000)* | 39,890,000* | (290,976,000)* |
| Company TSR index (Value of $100) | 204 | 81 | 21 |
| Net Income (thousands, $) | (198,375) | 49,271 | (301,743) |
Note: *Values retrieved from S&P Global.
Context and observations:
- 2023 revenue of $380.8M and positive EBITDA reflected initial commercialization momentum; 2024 saw material deterioration (revenue and EBITDA) and a significant net loss .
- Pay-versus-performance TSR panel indicates sharp share price compression after 2022, consistent with the TSR index decline from 204 (2022) to 21 (2024) .
Compensation Committee & Benchmarking
- Committee: Independent compensation committee (Chair: Paul Fonteyne) oversees executive pay; engaged independent consultant Pearl Meyer .
- Peer group: 2023 benchmarking included companies such as Acadia, Agios, Amicus, Apellis, Axsome, Blueprint, BridgeBio, Corcept, Harmony, Insmed, Karuna, Myovant, Rhythm, Sage, Sarepta, Supernus, Travere, Xencor .
- Policies: Prohibits hedging/pledging; equity grant timing policy; no guaranteed salary increases; multi-year vesting; clawback adopted in 2023 .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (mitigates misalignment risk) .
- Clawback policy in place (restatement-triggered) .
- Related party transactions: none above thresholds since Jan 1, 2023, other than standard compensation/agreements .
- Legal overhang: multiple plaintiffs’ firms announced “investigations” in Oct–Nov 2025, a common shareholder litigation precursor; these are not SEC actions but can add sentiment/volatility risk [14] [17] [18] [19].
Director/Officer Filings and Governance Notes
- 8-K signatures: Frates signed the March 14, 2024 8-K appointing a new director, reflecting officer accountability for disclosures .
- Board/committee structure and independence policies are robust; attendance and committee activity reported .
Investment Implications
- Alignment: Frates holds a meaningful stake (1.0% beneficial ownership) including owned shares and vested options; hedging/pledging prohibited and a clawback exists—favorable for alignment .
- Retention and selling pressure: At 12/31/2024, most options were out-of-the-money except the 2.01 strike grant (120,000 sh), implying limited near-term selling pressure from option exercises if share price remains below higher strikes .
- Pay-for-performance: Cash bonus outcomes track disclosed company/individual performance (103% corporate; 115% individual in 2023) with balanced 80/20 weighting for CFO; structure emphasizes long-term equity with multi-year vesting .
- Change-in-control economics: Moderate (1.0x base+target bonus; full time-based equity acceleration), which is standard in biotech and not excessively shareholder-unfriendly .
- Execution risk: The deterioration in FY24 revenue/EBITDA and TSR decline underscores heightened operational and market risk; 2024 incremental low-strike grants (options at $2.01 and RSUs) may re-incentivize recovery but also concentrate value on future share price performance .