Justin Klee
About Justin Klee
Co-Founder and Co-CEO of Amylyx Pharmaceuticals since January 2014; director since 2014. Education: B.S. in Neuroscience from Brown University; prior research in neurophysiology and Alzheimer’s disease at Harvard Medical School. Age 34 as of April 11, 2025. Under his tenure, Amylyx’s reported TSR declined from 204 (2022) to 81 (2023) and 21 (2024), with Net Income of $(198.4)M (2022), $49.3M (2023), and $(301.7)M (2024) as disclosed in the company’s pay-versus-performance tables .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return (Value of initial $100) | 204 | 81 | 21 |
| Net Income (Thousands $) | (198,375) | 49,271 | (301,743) |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Amylyx Pharmaceuticals | Co-Founder; Co-CEO; Director | 2013–present (Co-CEO since Jan 2014) | Led company from inception through IPO, FDA/Health Canada approvals, and product launch |
| Harvard Medical School | Research in neurophysiology/Alzheimer’s | Prior to 2013 | Scientific groundwork co-inventing PB-TURSO for neurodegenerative diseases |
External Roles
No other public company directorships or committee roles disclosed for Justin Klee beyond Amylyx .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 539,275 | 621,000 | 686,200 |
| Target Annual Bonus (% of Salary) | 60% initial target per employment agreement | 70% (Co-CEOs, 2023 target table) | — (not separately disclosed for 2024) |
| All Other Compensation ($) | 9,150 | 11,500 | 17,250 |
Notes:
- Employment agreement sets initial bonus target at 60% of base, subject to comp committee determination . In 2023, target bonus for Co-CEOs was 70% of salary under the formal bonus program .
Performance Compensation
Annual Cash Incentive (Non-Equity Incentive Plan Compensation)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Actual Bonus Paid ($) | 452,991 (paid Feb 2023) | 447,741 (paid Feb 2024) | 521,855 (paid Feb 2025) |
2023 Annual Bonus Plan Mechanics (Co-CEOs)
| Performance metric | Weighting | Target | Actual achievement | Payout impact |
|---|---|---|---|---|
| Corporate goals (access to AMX0035, ALS clinical/regulatory milestones, pipeline build, publications/diagnostics, culture/finance) | 100% (Co-CEOs) | 100% | 103% overall (weighted sub-goals: 30% at 100%, 33% at 110%, 19% at 93%, 11% at 110%, 10% at 103%) | 103% of target for Justin Klee; $447,741 |
Equity Incentives (Grants and Vesting)
- Standard vesting: options vest 25% on first anniversary then monthly over 36 months; RSUs vest in four equal annual installments, subject to continued service .
- Selected outstanding awards at FY 2024 year-end (Justin Klee):
| Grant date | Instrument | Unexercisable/Unvested (#) | Exercise price ($) | Expiration | Unvested RSUs (units) | RSU FV at 12/31/2024 ($) |
|---|---|---|---|---|---|---|
| 2/26/2020 | Stock Option | — (36,310 exercisable) | 1.57 | 2/26/2025 | — | — |
| 2/19/2021 | Stock Option | 8,332 | 7.57 | 2/19/2026 | — | — |
| 1/6/2022 | Stock Option | 91,407 | 19.00 | 1/6/2032 | — | — |
| 1/6/2022 | RSU | — | — | — | 37,500 | 141,750 |
| 3/16/2023 | Stock Option | 125,200 | 32.08 | 3/16/2033 | — | — |
| 3/16/2023 | RSU | — | — | — | 37,500 | 141,750 |
| 2/26/2024 | Stock Option | 190,000 | 17.56 | 2/26/2034 | — | — |
| 2/26/2024 | RSU | — | — | — | 126,667 | 478,801 |
| 4/16/2024 | Stock Option | 380,000 | 2.01 | 4/16/2034 | — | — |
| 4/16/2024 | RSU | — | — | — | 119,900 | 453,222 |
Aggregate unvested RSUs at 12/31/2024: 321,567 units; disclosed market value $1,215,523 (sum of RSU FV) .
Equity Grant Values (Summary Compensation Table)
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards (RSUs) – grant-date FV ($) | 1,425,000 | 1,604,000 | 2,585,771 |
| Option Awards – grant-date FV ($) | 4,752,000 | 4,733,928 | 2,685,179 |
Observations:
- Mix shifted toward RSUs in 2024 vs 2023 (RSU FV up, option FV down), which generally lowers risk and increases certainty of value for the executive .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 4,140,019 shares (4.6% of outstanding) as of April 11, 2025 |
| Breakdown | 3,355,276 common shares + 784,743 options exercisable within 60 days |
| Ownership guidelines | Not disclosed in proxy |
| Hedging/Pledging | Company policy prohibits hedging and pledging by directors/officers/employees |
| Insider trading policy | Expressly prohibits short sales, derivatives, and hedging; filed as exhibit with 2024 Annual Report |
Employment Terms
| Provision | Base (no CIC) | Change-in-Control (double-trigger within 3 months pre or 12 months post CIC) |
|---|---|---|
| Base salary reference | $686,200 initial (subject to review) | Higher of then-current or pre-CIC salary |
| Target bonus reference | Committee-determined; initial 60% of salary | Higher of then-current or pre-CIC target |
| Cash severance | 12 months base salary + pro-rated target bonus, paid over 12 months | Lump sum 1.5x (salary + target bonus) |
| Equity vesting | Time-based equity accelerated by 12 months | Full acceleration of time-based equity (including any performance awards converted to time-based at CIC) |
| Health benefits (COBRA) | Company contribution equivalent up to 12 months | Company contribution equivalent up to 18 months |
| Other covenants | Confidentiality, IP assignment, post-termination non-solicitation | |
| Clawback | Compensation Recovery Policy adopted Oct 2, 2023 (restatement-triggered recoupment) |
Board Governance
- Service history: Director since 2014; currently Class I nominee (term to 2028 if elected) .
- Independence: Not independent (executive officer); all other directors except Co-CEOs are independent under Nasdaq/SEC rules .
- Committees: Audit, Compensation, Nominating & Corporate Governance, and Science & Technology committees comprised of independent directors; Klee not listed as a committee member .
- Board leadership: Independent chair (George M. Milne Jr., Ph.D.); separation of Chair and CEO roles provides oversight balance .
- Attendance: Board met 16 times in 2024; each director attended ≥75% of board and committee meetings .
- Director compensation: Employee directors (including Klee) receive no additional compensation for board service .
- Pledging/Hedging policy: Prohibited for directors/officers/employees .
Director Compensation (Employee Director)
| Item | 2024 |
|---|---|
| Additional director fees/equity | None; compensated solely as an employee |
Security Ownership Detail (as of April 11, 2025)
| Holder | Shares | % |
|---|---|---|
| Justin Klee | 4,140,019 (incl. 784,743 options exercisable within 60 days) | 4.6% |
Compensation Structure Analysis
- Cash vs equity mix: 2024 total pay of $6.50M with base $686k (10.6%), RSUs $2.59M (39.8%), options $2.69M (41.3%), and cash bonus $522k (8.0%), indicating high equity at-risk positioning; RSU value rose YoY while option value fell, signaling a shift toward less volatile equity compensation .
- Bonus plan rigor: Co-CEOs’ 2023 bonus tied 100% to corporate goals; payout at 103% of target suggests moderate overachievement rather than discretionary windfalls .
- Governance safeguards: Prohibitions on hedging/pledging and an SEC/Nasdaq-compliant clawback policy strengthen alignment and downside accountability .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited by policy (reduces misalignment risk) .
- Related party transactions: None exceeding $120,000 since Jan 1, 2023, outside of compensation arrangements and disclosed items .
- Board structure: Independent chair and independent committees mitigate executive director independence concerns .
- Pay vs performance: 2024 TSR and Net Income were both negative, while CEO pay remained high due to prior-period equity grant accounting; investor scrutiny of pay-for-performance alignment is plausible .
Equity Supply and Vesting Considerations (Insider Selling Pressure)
- Unvested RSUs of 321,567 units at year-end 2024, vesting in annual tranches through 2028 based on grant dates (1/6/2022, 3/16/2023, 2/26/2024, 4/16/2024), create scheduled supply as they settle; options continue monthly vesting following 25% cliffs, potentially adding to exercisable supply over time .
- Company’s insider trading policy applies; hedging/pledging prohibited; no pledges disclosed .
Employment & Contracts (Retention)
- At-will employment with robust double-trigger CIC protections (1.5x salary+target; full acceleration; 18 months health contributions) enhances retention through strategic events .
- Non-solicitation and confidentiality covenants protect the company post-termination .
Investment Implications
- Alignment: High equity mix, prohibition on hedging/pledging, and a compliant clawback favor shareholder alignment; RSU tilt in 2024 reduces risk vs options but increases certainty of value to Klee .
- Retention/transition: Double-trigger CIC economics and 12-month severance with partial acceleration absent CIC reduce unplanned turnover risk; could increase costs in strategic outcomes .
- Supply overhang: Material unvested RSUs and unvested options imply steady equity issuance/settlement cadence; monitor scheduled vest dates and associated sell-to-cover activity around vestings .
- Governance: Executive-director status (not independent) is balanced by an independent chair and fully independent key committees; no additional director pay mitigates double-dipping concerns .
- Pay-for-performance optics: With TSR and Net Income negative in 2024, scrutiny of forward grant sizing and performance linkage is likely; the 2023 plan mechanics show structured, goal-based payouts rather than discretionary bonuses .
Block references:
- Background/education/age/tenure/board nomination .
- Compensation tables (2022–2024) .
- Bonus plan mechanics/payouts (2023) .
- Equity award schedules and counts (2024 YE) .
- Ownership and option breakdown .
- Policies (hedging/pledging, clawback) .
- Governance/committees/independence/attendance .
- Pay vs performance (TSR, Net Income) .
- Related-party transactions .