Paul Fonteyne
Apellis PharmaceuticalsAbout Paul Fonteyne
Independent Class I director at Apellis since 2020; age 63; currently serves on Audit and Compensation Committees and chairs the Compliance Committee. Background includes Executive-in-Residence at Canaan Partners (2019–present) and senior leadership at Boehringer Ingelheim (Chairman, BI USA 2018–2019; President & CEO, BI USA 2011–2018), with earlier commercial roles at Merck and Abbott; education: MBA (Carnegie Mellon) and MS Chemical Engineering (University of Brussels) . The Board determined he is independent under Nasdaq and SEC rules (all directors except the CEO are independent as of 2025 reviews) . His current term runs to the 2027 Annual Meeting as a Class I director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boehringer Ingelheim USA | Chairman | 2018–2019 | Senior leadership in U.S. pharma operations |
| Boehringer Ingelheim USA | President & CEO | 2011–2018 | Led large commercial organization |
| Boehringer Ingelheim Animal Health USA | President | 2018–2019 | Commercial leadership |
| Boehringer Ingelheim GmbH | Corporate SVP, Rx Medicines Marketing | 2009–2011 | Global marketing leadership |
| Merck & Co., Inc. | Commercial leadership roles | 1995–2004 | Sales/marketing management |
| Abbott Laboratories | Commercial leadership roles | 1987–1995 | Sales/marketing management |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Canaan Partners | Executive-in-Residence | 2019–present |
| Amylyx Pharmaceuticals, Inc. | Director | 2021–present |
| Ypsomed AG | Director | 2018–present |
| Apnimed Pharmaceuticals, Inc. (private) | Director | 2023–present |
| Corium Therapeutics, Inc. (private) | Director | 2023–present |
| DalCor Pharmaceuticals (private) | Director | 2019–present |
| Covetrus Inc. | Director | 2021–2022 |
| Gelesis, Inc. | Director | 2018–2023 |
| AMAG Pharmaceuticals, Inc. | Director | 2019–2020 |
| resTORbio, Inc. | Director | 2017–2020 |
| PhRMA (industry association) | Former role (not specified) | Formerly |
Board Governance
- Committee assignments (2025): Audit (member), Compensation (member), Compliance (Chair) .
- Committee composition and 2024 activity: Audit (Machiels Chair; Dunlop, Fonteyne; 4 meetings) ; Compensation (O’Brien Chair; Fonteyne, Machiels; 6 meetings; Walbert joined Mar 2025) ; Compliance (Fonteyne Chair; Dunlop, Machiels, O’Brien; 4 meetings; Walbert joined/ Dunlop left in Mar 2025) .
- Board structure: 8 directors; classified board; Class I (Fonteyne, O’Brien) terms expire 2027; independent Chair, no Lead Independent Director (Chair is independent); roles of Chair and CEO are separated .
- Independence and attendance: All directors except the CEO deemed independent in Feb/Apr 2025 reviews ; Board met 7 times in 2024 and each director attended ≥75% of board/committee meetings; independent directors held 5 executive sessions; all directors attended the 2024 annual meeting .
- Risk oversight: Audit oversees financial/compliance and cybersecurity risks; Compliance oversees healthcare compliance; Compensation oversees comp-risk and HCM; Nominating & Governance oversees board independence/conflicts/ESG .
Committee Role Summary
| Committee | Role for Fonteyne | 2024 Meetings |
|---|---|---|
| Audit | Member | 4 |
| Compensation | Member | 6 |
| Compliance | Chair | 4 |
Fixed Compensation
- Program (unchanged for 2025): Non-employee directors receive annual cash retainers—Board $50,000 member; additional Board Chair $33,750; Audit member $12,500/additional Chair $12,500; Compensation member $10,000/additional Chair $10,000; Compliance member $7,500/additional Chair $7,500; Nominating & Governance member $7,500/additional Chair $7,500 .
- 2024 cash fees earned by Fonteyne: $87,500 .
- 2023 cash fees earned by Fonteyne: $83,750 .
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned in Cash ($) | $83,750 | $87,500 |
Notes: Director program unchanged for 2025 after a December 2024 review with Pay Governance .
Performance Compensation
- Annual grant mechanics: On Jan 1 each year, each eligible non-employee director receives (i) stock options with Black-Scholes value of $200,000 and (ii) RSUs worth $200,000; options vest quarterly over the grant year (plus Jan 1 following year) and have 7-year terms; RSUs vest on first anniversary; both accelerate on change in control .
- Standard annual grant sizes: Jan 2024—5,748 options and 3,341 RSUs; Jan 2025—11,199 options and 6,267 RSUs .
| Metric | 2023 | 2024 |
|---|---|---|
| Option Awards ($) | $205,372 | $199,973 |
| RSU Awards ($) | $199,962 | $199,992 |
Performance metrics: Director equity awards are time-based; no performance metrics apply to non-employee director equity (vesting schedules as above) .
Outstanding Equity Awards (as of Dec 31, 2024)
| Name | Options (count) | RSUs (count) |
|---|---|---|
| Paul Fonteyne | 86,843 | 10,483 |
Other Directorships & Interlocks
- Current public company boards: Amylyx Pharmaceuticals, Inc. (2021–present); Ypsomed AG (2018–present) .
- Compensation committee interlocks: None—company discloses no interlocks or insider participation on its Compensation Committee during 2024 .
Expertise & Qualifications
- Executive leadership of large pharma organizations, significant sales and marketing management experience; MBA (Carnegie Mellon) and MS Chemical Engineering (University of Brussels) .
- Serves on Audit Committee (not designated the committee financial expert; Board identifies Machiels and Wheeler as audit committee financial experts) .
Equity Ownership
- Beneficial ownership (as of March 31, 2025): 95,597 shares; marks “<1%” of outstanding (125,659,426 shares outstanding) .
- Breakdown: 5,955 shares of common stock; 89,642 shares issuable upon exercise of options exercisable within 60 days .
- Director stock ownership guidelines: Non-employee directors must own ≥3x annual cash retainer within 5 years; as of adoption and Dec 31, 2024, all directors and executive officers met the guidelines .
- Hedging/pledging: Hedging prohibited; pledging prohibited absent Audit Committee exception. In 2024, an exception was granted to another director (Machiels); no exception disclosed for Fonteyne .
| Ownership Detail | Value |
|---|---|
| Shares Beneficially Owned | 95,597 |
| Ownership % of Outstanding | <1% |
| Common Shares | 5,955 |
| Options Exercisable ≤60 Days | 89,642 |
Director Compensation Program Details
- Annual cash retainer and committee fees as listed in Fixed Compensation; reimbursed reasonable travel/out-of-pocket expenses .
- Initial board appointment equity (for new directors): additional $300,000 in options (7-year term; vest 1/3 annually over 3 years) and $300,000 in RSUs (vest after 1 year); both accelerate on change in control .
- 2024 non-employee director cash/equity totals: Fonteyne—Cash $87,500; Option Awards $199,973; RSU Awards $199,992; Total $487,465 .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval |
|---|---|
| 2024 | 89.9% approval of votes cast |
Policies Relevant to Conflicts and Accountability
- Related-person transactions policy: Audit Committee reviews and must approve or ratify any related-person transaction >$120,000, assessing terms vs third-party standards and company benefit .
- Audit Committee also oversees approval/ratification of related-person transactions and broader compliance and risk oversight .
- Clawback/recoupment policy (Dec 2023): recovery of erroneously awarded incentive compensation upon restatements; may recover up to 100% for misconduct or serious financial/reputational damage scenarios; applies to incentive comp (cash bonuses, stock options, other LTI) .
- Insider trading policy: prohibits hedging/short sales/derivatives and pledging without exception; one pledging exception (Machiels) disclosed in 2024 .
Governance Assessment
- Strengths: Independent director since 2020; committee breadth with chair role in Compliance; active committee activity (Audit 4x, Compensation 6x, Compliance 4x in 2024); Board attendance discipline and executive sessions; ownership guideline compliance; robust anti-hedging/recoupment and related-party policies .
- Alignment: Balanced cash/equity structure; standardized annual equity grants; meaningful outstanding equity; beneficial ownership includes exercisable options, supporting alignment .
- Watch items: Multiple external directorships (Amylyx; Ypsomed; several private companies) warrant monitoring for potential time commitments and industry overlap; no Compensation Committee interlocks disclosed; pledging exception in 2024 applied to another director, not Fonteyne .
No specific related-party transactions involving Fonteyne are identified in the proxy sections cited; the Audit Committee oversees and must approve any such transactions under the company’s policy .