Joshua Cohen
About Joshua Cohen
Joshua Cohen is Co-Chief Executive Officer and Director of Amylyx Pharmaceuticals, Inc., serving as an executive officer since 2014; age 33 as of April 11, 2025, with a B.S. in Biomedical Engineering from Brown University and research published at NIST and in the Journal of Pharmaceutical Sciences . He co-founded Amylyx in 2013 and oversaw growth through IPO, FDA and Health Canada approvals, and product launch; he co-invented AMX0035 (PB/TURSO) for neurodegenerative diseases . Company performance highlights include 2023 net product revenue of $380.8 million and pay-versus-performance TSR values reflecting a challenging period (see table below) .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return – value of initial $100 investment ($) | 204 | 81 | 21 |
| Net Income (Thousands $) | (198,375) | 49,271 | (301,743) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amylyx Pharmaceuticals, Inc. | Co-Chief Executive Officer and Director | 2014–present | Oversaw Company growth through IPO, FDA and Health Canada approvals, and product launch; co-invented AMX0035 |
| Brown University / NIST | Research and publications (student founder of Brown Biotechnology Investment Group; published at NIST and in Journal of Pharmaceutical Sciences) | Not disclosed | Early scientific foundation and leadership signaling, contributing to drug development expertise |
External Roles
No other current public company board roles for Joshua Cohen are disclosed in the proxy materials .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 621,000 | 686,200 |
| Target Bonus (%) | 70% of base (Co-CEOs) | — |
| Actual Annual Bonus Paid ($) | 447,741 (paid Feb 2024) | 521,855 (paid Feb 2025) |
Notes:
- Employment agreement initial target bonus for Cohen was 60% of base salary at IPO (updated program target for Co-CEOs was 70% in 2023) .
Performance Compensation
Annual incentive program (2023) for Co-CEOs was 100% based on achievement of corporate goals; bonuses could range 0–150% of target .
| Metric (2023 Corporate Goals) | Weight (%) | Achievement (%) |
|---|---|---|
| Foster Rapid Access to AMX0035 for ALS | 30 | 100 |
| ALS Clinical and Regulatory Excellence | 33 | 110 |
| Build a Neurodegenerative Pipeline | 19 | 93 |
| Transform ALS via diagnostics/publications | 11 | 110 |
| Talent, Culture, Systems, Financial Stability | 10 | 103 |
| Overall Corporate Achievement | — | 103 |
| Component | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|
| 2023 Annual Incentive (Co-CEO) | 70% of base | 103% of target | 447,741 | Cash (paid Feb 2024) |
Program design notes:
- Co-CEOs: 100% corporate metrics; other NEOs: 80% corporate/20% individual .
- Company disclosed that product revenue was not used as the most important financial performance measure in 2022–2021; may determine a different financial performance measure in future years .
Equity Ownership & Alignment
| Ownership Item (as of April 11, 2025) | Amount |
|---|---|
| Shares Beneficially Owned | 4,140,023 |
| % of Shares Outstanding | 4.6% (out of 89,084,085) |
| Options Exercisable within 60 days | 784,743 shares |
| Hedging and Pledging | Prohibited for directors/officers/employees |
| Clawback Policy | Adopted Oct 2, 2023 under SEC/Nasdaq rules; recovery of erroneously awarded comp for prior 3 fiscal years in case of restatement |
Outstanding equity awards (12/31/2024):
| Grant Date | Type | Shares/Units | Exercise Price ($) | Expiration | Status/Value |
|---|---|---|---|---|---|
| 2/19/2021 | Stock Option | 200,000 (191,668 exercisable; 8,332 unexercisable) | 7.57 | 2/19/2026 | Standard 4-year vesting |
| 1/6/2022 | Stock Option | 337,500 (246,093 exercisable; 91,407 unexercisable) | 19.00 | 1/6/2032 | Standard 4-year vesting |
| 1/6/2022 | RSU | 37,500 | — | — | $141,750 market value (at $3.78) |
| 3/16/2023 | Stock Option | 225,000 (99,800 exercisable; 125,200 unexercisable) | 32.08 | 3/16/2033 | Standard 4-year vesting |
| 3/16/2023 | RSU | 37,500 | — | — | $141,750 market value |
| 2/26/2024 | Stock Option | 190,000 unexercisable | 17.56 | 2/26/2034 | Standard 4-year vesting |
| 2/26/2024 | RSU | 126,667 | — | — | $478,801 market value |
| 4/16/2024 | Stock Option | 380,000 unexercisable | 2.01 | 4/16/2034 | Standard 4-year vesting |
| 4/16/2024 | RSU | 119,900 | — | — | $453,222 market value |
Vesting schedules:
- Options: 25% on first anniversary of grant, remaining 75% in 36 equal monthly installments thereafter, subject to continued service .
- RSUs: Four equal annual installments over four years, subject to continued service .
- Acceleration: If terminated without cause or for good reason, time-based options/RSUs accelerate by 12 months; full acceleration upon qualifying change in control termination (3 months prior to or 12 months post-CIC) .
Equity plan context:
- Equity plans outstanding/available and RSU/option mix detailed; Company prohibits hedging/pledging .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement Effective | January 6, 2022 (IPO closing) |
| Base Salary (initial at IPO; current salary see Fixed Compensation) | $686,200 initial per 2025 proxy summary; subject to periodic review |
| Target Bonus | Initial 60% of base salary; program target for Co-CEOs was 70% in 2023 |
| Severance (without cause / good reason) | 12 months base salary plus pro-rated target bonus; 12 months COBRA contribution; 12 months acceleration of time-based equity that would vest over next 12 months |
| Change-in-Control (double trigger) | Lump sum 1.5x (base salary + target bonus), full acceleration of time-based equity (and performance-based equity converted to time-based at CIC), 18 months COBRA contribution |
| Performance Awards Treatment at CIC | Deemed earned based on greater of target or actual through CIC; convert to time-based vesting for remainder of performance period |
| Clawback | Company-wide policy adopted Oct 2, 2023 per SEC/Nasdaq rules |
| Tax Gross-Up | No excise tax gross-up; Section 280G/4999 cutback to maximize net after-tax benefit |
| Covenants | Confidentiality, nondisclosure, IP assignment, post-termination non-solicitation of employees/consultants/customers |
| Insider Trading, Hedging/Pledging | Hedging and pledging prohibited; policy filed with 2024 Annual Report |
Board Governance
- Board service: Director since 2014; Class III term expires in 2027 .
- Independence: Board determined all directors are independent except Joshua Cohen and Justin Klee (as executive officers) .
- Leadership: Board chair is independent (George M. Milne Jr., Ph.D.), not combined with CEO role, supporting independent oversight .
- Committees: Audit (Quimi chair; Quimi, Firestone, Milne) ; Compensation (Fonteyne chair; Fonteyne, Quimi, Milne) ; Nominating & Corporate Governance (Milne chair; Milne, Firestone, Zeiher) ; Science & Technology (Zeiher chair; Zeiher, Fonteyne, Milne) .
- Board activity: 16 meetings in 2024; all directors attended ≥75% of board/committee meetings .
- Dual-role implications: Cohen serves as Co-CEO and Director (not independent). Risks of CEO-director dual role are mitigated by an independent chair, majority independent board, and all committees composed of independent directors .
- Director compensation: Co-CEOs receive no additional compensation for board service; non-employee director pay disclosed separately .
Compensation Committee Analysis
- Composition: Independent directors (Fonteyne—Chair; Quimi; Milne) .
- Consultant: Pearl Meyer engaged; attends meetings upon request; reports to committee (independence assessed; no conflicts) .
- Peer group: Committee uses a 2023 peer group of biotech/pharma companies for benchmarking; sample includes Acadia, Apellis, Sage, Sarepta, etc. .
- Policies: Equity grant timing policy avoids MNPI windows; grants not timed around material disclosures ; Clawback policy adopted per SEC/Nasdaq .
Say-on-Pay & Shareholder Feedback
- 2025 say-on-pay vote approved on advisory basis: For 33,080,252; Against 24,050,998; Abstain 2,024,272; Broker non-votes 15,356,384 .
- The Company held its first say-on-pay in 2024 and disclosed intent to consider stockholder feedback and vote outcomes in future compensation decisions .
Related Party Transactions and Risk Indicators
- Related party transactions: None >$120,000 since Jan 1, 2023, apart from disclosed compensation and director arrangements .
- Hedging/pledging: Prohibited for directors/officers/employees (alignment with shareholders) .
- Restructuring and product withdrawal: Voluntary removal of RELYVRIO/ALBRIOZA from U.S./Canada markets; workforce reduction ~70%; expected severance costs ~$19 million; Company estimates cash runway into 2026 .
Director Compensation (for Cohen)
- As Co-CEO, Cohen receives no additional compensation for board service (director pay applies only to non-employee directors) .
Equity Compensation Structure Trends
- Mix of options and RSUs with 4-year vesting is consistent across 2021–2024 grants .
- CIC protections include full acceleration of time-based equity and favorable performance award conversion to time-based vesting at CIC .
- Equity grant timing policy aims to avoid grants around material filings, indicating governance discipline .
Investment Implications
- Alignment: Material personal stake (4.6% ownership) and sizable unvested RSUs/options align Cohen’s interests with long-term shareholder value; hedging/pledging prohibitions further strengthen alignment .
- Retention risk: CIC severance at 1.5x pay and full equity acceleration provides meaningful protection, while non-CIC severance (12 months + pro-rated bonus + 12 months equity acceleration) offers retention but limits windfalls; restructuring and product withdrawal elevate execution risk and talent retention concerns .
- Performance pay: Co-CEO bonuses are tied entirely to corporate goals (e.g., clinical, regulatory, pipeline, access), not primarily to revenue/TSR, which may reduce direct linkage to financial outcomes; 2023 payout at 103% of target reflects achievement on operational metrics .
- Governance: Independent chair and fully independent committees mitigate dual-role independence concerns; say-on-pay received substantial but not overwhelming support in 2025, suggesting ongoing investor scrutiny of pay-for-performance alignment .