Karen Firestone
About Karen Firestone
Karen Firestone is an independent Class I director of Amylyx Pharmaceuticals, appointed effective March 16, 2023; she is 69 years old as of April 11, 2025 . She is Co‑founder and Chair Emerita of Aureus Asset Management (previously Chairman/CEO), following 22 years at Fidelity Investments where she managed diversified and sector funds including Biotechnology and Health Care; she holds a BA in economics (Harvard College, magna cum laude) and an MBA (Harvard Business School) . She is standing for re‑election as a Class I director at the June 5, 2025 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fidelity Investments | Diversified fund manager; managed Destiny 1 Fund, Large Cap, Advisor Large Cap; managed sector funds including Biotechnology, Health Care, Media | 22 years | Long-only equity portfolio leadership; biotech/healthcare sector expertise |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Aureus Asset Management | Co‑founder and Chair Emerita | 2005–present (Chair Emerita as of 2025) | Investment firm managing >$6B for families, individuals, non‑profits |
| Hamilton Thorne Ltd. (OTC: HTLZF) | Director; Chair of the Audit Committee | Disclosed in 2024 proxy | Not reiterated in 2025 bio; verify current status with company |
| Boys & Girls Clubs of Boston | Director | Ongoing as of 2024 disclosure | Non‑profit governance |
| Beth Israel Deaconess Medical Center | Trustee Emerita | Ongoing | — |
| Boston Athletic Association | Member | Ongoing | — |
Board Governance
- Independence: The Board determined all directors except the two Co‑CEOs are independent under Nasdaq/SEC rules; this includes Ms. Firestone .
- Board tenure/class: Class I director (term to 2028 if re‑elected); nominated with Justin Klee and Bernhardt Zeiher, M.D. for 2025 election .
- Committees and roles in 2024:
- Audit Committee: Member (Chair: Daphne Quimi); 5 meetings in 2024 .
- Nominating & Corporate Governance Committee: Member (Chair: George M. Milne, Jr., Ph.D.); 3 meetings in 2024 .
- Compensation and Science & Technology committees: Not a member .
- Attendance: The full Board met 16 times in 2024; each director attended at least 75% of Board and committee meetings of their service .
Fixed Compensation
| Component (Non‑Employee Director) | Amount | Basis/Notes |
|---|---|---|
| Annual Board retainer (member) | $45,000 | Cash retainer per policy (2024) |
| Audit Committee member retainer | $10,000 | Cash retainer per policy (2024) |
| Nominating & Corporate Governance Committee member retainer | $5,000 | Cash retainer per policy (2024) |
| Total cash fees paid to Ms. Firestone (FY2024) | $60,000 | Matches policy (45k + 10k + 5k) |
Performance Compensation
| Equity Element | Grant Size/Value | Vesting | Key Terms |
|---|---|---|---|
| Initial option grant at appointment (3/16/2023) | 27,403 options | 1/3 on first anniversary; remaining 2/3 in equal monthly installments over next 24 months | Exercise price = fair market value on grant date; vesting ceases upon board departure |
| Annual director option grant (policy) | Lesser of option with $285,000 fair value or 25,000 options each AGM | Vests in full on earlier of first anniversary or next AGM | Exercise price = fair market value; 12‑month post‑service exercise for vested options; pro‑rata if <12 months service before AGM |
| FY2024 option grant (accounting value) | $27,704 | Per policy; specific share count not disclosed in table | FASB ASC 718 grant‑date fair value |
| Change‑of‑control (sale event) | — | All outstanding initial and annual director awards fully accelerate | Applies to non‑employee directors |
Hedging/Pledging: Directors are prohibited from hedging or pledging company stock and from holding shares in margin accounts .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock Considerations |
|---|---|---|---|
| Hamilton Thorne Ltd. (OTC: HTLZF) | Public company | Director; Audit Committee Chair (as of 2024 disclosure) | No disclosed AMLX related‑party transactions; monitor for supplier/customer overlaps (none disclosed) |
| Aureus Asset Management | Private investment adviser | Co‑founder; Chair Emerita | No AMLX related‑party transactions disclosed; standard independence review performed by AMLX Board |
| Non‑profits (BGCB, BIDMC) | Non‑profit | Director/Trustee Emerita | — |
Expertise & Qualifications
- Capital markets and portfolio management experience as co‑founder of Aureus and former Fidelity fund manager, including biotech/healthcare sector coverage .
- Financial oversight experience as Audit Committee member at AMLX and Audit Chair at Hamilton Thorne (as of 2024) .
- Education: BA in economics (Harvard College, magna cum laude) and MBA (Harvard Business School) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (as of 4/11/2025) | 103,699 shares | <1% of outstanding |
| Common shares owned | 55,000 | Direct ownership |
| Options exercisable within 60 days (included above) | 48,699 | Included in beneficial ownership per SEC rules |
| Options unexercisable (as of 12/31/2024) | 36,418 | Outstanding but unvested at FY2024 year‑end |
| Shares pledged | None permitted (policy prohibits pledging) | Hedging and pledging prohibited |
Governance Assessment
- Independence and engagement: Independent director; serves on Audit and Nominating & Corporate Governance committees; Board and committees met frequently in 2024 (Board 16x; Audit 5x; Nominating 3x) with ≥75% attendance by all directors .
- Compensation alignment: 2024 pay comprised of $60,000 cash fees and $27,704 in option awards under a policy emphasizing standardized cash retainers and annual option grants; initial 2023 option grant included standard time‑based vesting .
- Related‑party/conflicts: No related‑party transactions since January 1, 2023; none at appointment under Item 404(a) .
- Risk policies: Company prohibits director hedging/pledging; compensation clawback policy adopted October 2, 2023 (primarily applicable to executive officers) .
- Liability protection: Standard director indemnification agreement executed May 8, 2023 .
RED FLAGS & Watch Items
- Change‑of‑control acceleration: Director stock options fully accelerate upon a sale event; some investors monitor this as a potential entrenchment or transaction‑incentive concern even though it is standard in many plans .
- Multiple commitments: External roles (e.g., Hamilton Thorne, as of 2024) merit ongoing monitoring for interlocks or time commitments; AMLX reports no related‑party transactions and affirms independence .
Fixed Compensation (Detail for FY2024)
| Metric | FY2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $60,000 |
| Committee Chair/Meeting Fees | Not applicable (no chair role; no meeting fees disclosed) |
| Total Cash Compensation ($) | $60,000 |
Performance Compensation (Detail for FY2024)
| Metric | FY2024 |
|---|---|
| Option Awards (Grant‑Date Fair Value, $) | $27,704 |
| RSU/PSU Awards | None disclosed for directors |
| Total Equity Compensation ($) | $27,704 |
Director Equity Holdings (as of FY2024 Year‑End and 4/11/2025)
| Metric | Amount |
|---|---|
| Options Exercisable (12/31/2024) | 19,893 |
| Options Unexercisable (12/31/2024) | 36,418 |
| Beneficial Ownership Total (4/11/2025) | 103,699 (includes 48,699 options exercisable within 60 days) |
| Common Shares Owned (4/11/2025) | 55,000 |
| Ownership % | <1% |
Governance Policies Referenced
- Anti‑Hedging and Anti‑Pledging; prohibition on margin accounts .
- Compensation Recovery (Clawback) Policy adopted October 2, 2023 .
- Non‑employee director compensation policy: retainer schedule; equity grant mechanics; sale‑event acceleration .
- Independence determinations per Nasdaq/SEC rules .
Disclosures
- Appointment and Committee Assignments: Effective March 16, 2023; appointed to Audit and Nominating & Corporate Governance Committees; no Item 404(a) related‑party transactions at appointment .
- Indemnification: Standard director indemnification agreement executed May 8, 2023 .