Paul Fonteyne
About Paul Fonteyne
Independent director since March 2021; age 63 as of April 11, 2025. Former Chair and Chief Executive Officer of Boehringer‑Ingelheim USA after a 15‑year tenure at Boehringer Ingelheim and subsidiaries (2003–Dec 2018), with prior leadership roles at Merck and Abbott. Education: MBA (Carnegie Mellon University) and MS in Chemical Engineering (Polytechnic School at the University of Brussels). Serves in Class II; current term expires at the 2026 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boehringer‑Ingelheim USA | Chair and CEO | 2003–Dec 2018 | Led US operations; significant contributions to BI per company disclosure. |
| Merck & Co., Inc. | Leadership roles | Not disclosed | Senior leadership experience. |
| Abbott Laboratories | Leadership roles | Not disclosed | Senior leadership experience. |
External Roles
| Organization | Role | Start | Status |
|---|---|---|---|
| Apnimed Pharmaceuticals | Director | Oct 2023 | Current. |
| Apellis Pharmaceuticals (Nasdaq: APLS) | Director | Apr 2020 | Current. |
| Corium, LLC | Director | Aug 2024 | Current. |
| DalCor, Inc. | Director | 2019 | Current. |
| Ypsomed AG | Director | 2018 | Current. |
| Gelesis Holdings, Inc. | Director | Apr 2018–2023 | Company entered voluntary liquidation in 2023. |
| Covetrus Inc. | Director | May 2021–Oct 2022 | Company merged with Corgi Bidco in Oct 2022. |
| resTORbio, Inc. | Director | Dec 2017–Sept 2020 | Reverse merger with Adicet Bio in 2020. |
| AMAG Pharmaceuticals, Inc. | Director | Nov 2019–Nov 2020 | Sold to Covis Group in 2020. |
Board Governance
- Independence: Board determined Fonteyne is independent under Nasdaq and SEC rules (all except the two Co‑CEOs).
- Committees: Chair of Compensation Committee; member of Science & Technology Committee.
- Board/Committee workload and attendance: Full board met 16 times in 2024; each director attended at least 75% of board and applicable committee meetings. Six of seven directors attended the last annual meeting.
- Board leadership: Non‑executive Chair is George Mclean Milne Jr., Ph.D.; CEO and Chair roles are separated.
- Compensation consultant: Pearl Meyer engaged by the Compensation Committee; reports to the committee and attends executive sessions; independence factors considered.
- Trading, hedging, pledging policy: Company prohibits hedging and pledging of company stock by directors, officers, and employees.
- Clawback: Compensation Recovery Policy adopted Oct 2, 2023 consistent with SEC/Nasdaq rules (applies to executive officers).
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Fees Earned (Cash) | $66,449 | FY 2024 | Actual cash director fees received. |
| Policy: Board Annual Retainer (member) | $45,000 | FY 2024 policy | Cash retainer for non‑employee directors. |
| Policy: Board Chair Retainer | $82,500 | FY 2024 policy | Not applicable to Fonteyne. |
| Policy: Compensation Committee Chair | $15,000 | FY 2024 policy | Applicable to Fonteyne as chair. |
| Policy: Science & Technology Committee Member | $7,500 | FY 2024 policy | Applicable to Fonteyne as member. |
Cash fees may differ from policy sums due to proration or timing of committee assignment changes.
Performance Compensation
| Equity Component | Amount (ASC 718 Fair Value) | Period | Vesting/Terms |
|---|---|---|---|
| Option Awards (grant‑date fair value) | $27,704 | FY 2024 | Options granted to non‑employee directors; vest per policy and grant specifics. |
| Policy: Initial Director Option Grant | Lesser of $570,000 fair value or 50,000 options | At initial election | 1/3 on first anniversary; remaining 2/3 monthly over next two years. |
| Policy: Annual Director Option Grant | Lesser of $285,000 fair value or 25,000 options | At each annual meeting | Vests in full at first anniversary or next annual meeting, whichever earlier; pro‑rated if elected within 12 months. |
| Change‑in‑control for director options | Full acceleration upon “sale event” | Policy term | All outstanding director Initial/Annual awards fully vest on sale event. |
No performance metrics (e.g., revenue/TSR targets) are tied to director compensation; director equity is time‑based per policy.
Other Directorships & Interlocks
- Current public company boards: Apellis Pharmaceuticals; Ypsomed AG.
- Additional current boards: Apnimed Pharmaceuticals; Corium, LLC; DalCor, Inc.
- No disclosed interlocks with other AMLX directors or known competitors/suppliers; no related‑party transactions meeting SEC thresholds since Jan 1, 2023.
Expertise & Qualifications
- Senior operating leadership in global pharma (Boehringer‑Ingelheim USA CEO/Chair); earlier leadership at Merck and Abbott.
- Governance/compensation expertise (chairs AMLX Compensation Committee).
- Technical training (MS Chemical Engineering) and business credentials (MBA).
- Active in biopharma venture formation (founder in Yale spinouts in Alzheimer’s and fibrotic diseases).
Equity Ownership
| Measure | Amount | Date/Period | Notes |
|---|---|---|---|
| Total Beneficial Ownership (shares) | 154,432 | April 11, 2025 | Less than 1% of outstanding shares. |
| Composition (common shares) | 3,947 | April 11, 2025 | Direct common shares. |
| Composition (options exercisable within 60 days) | 150,485 | April 11, 2025 | Included in beneficial count per SEC rules. |
| Options outstanding — exercisable | 120,418 | Dec 31, 2024 | Year‑end status. |
| Options outstanding — unexercisable | 30,067 | Dec 31, 2024 | Year‑end status. |
| Hedging/Pledging | Prohibited by policy | Policy term | Applies to directors; no pledging allowed. |
Governance Assessment
-
Strengths
- Independent director with deep pharma operating experience; chairs Compensation Committee and serves on Science & Technology Committee, signaling engagement with both pay governance and R&D oversight.
- Board separation of Chair and CEO roles; robust meeting cadence; directors met minimum attendance standards (≥75%).
- Use of independent compensation consultant (Pearl Meyer) reporting directly to the committee with executive sessions.
- Company policies prohibit hedging and pledging, enhancing ownership alignment; clawback policy implemented per SEC/Nasdaq.
- No related‑party transactions involving directors/officers exceeding SEC thresholds since 2023.
-
Watch items / potential RED FLAGS
- Option acceleration for directors upon a “sale event” may create transaction‑timing incentives; assess alignment with long‑term value.
- Prior service at Gelesis (liquidation in 2023) is a historical negative outcome; monitor implications for risk appetite and oversight judgments.
- Cash/equity mix in 2024 skewed to cash for Fonteyne ($66,449 cash vs $27,704 option fair value); continue monitoring YOY mix and any policy changes.
-
Signals
- Committee workload is high (Compensation Committee met seven times; Science & Technology met six times in 2024), indicating active oversight.
- Beneficial ownership includes a meaningful option component with no pledging allowed, supporting alignment within policy constraints.