Naseem S. Amin
About Naseem S. Amin
Dr. Naseem S. Amin, 64, is an independent director of Avadel Pharmaceuticals plc, serving since May 2024; he is currently Chief Executive Officer of Orphalan SA and previously held senior operating and scientific leadership roles across major biopharmaceutical firms (Biogen Idec, Genzyme, Smith & Nephew, Baxter) . He holds a medical degree from the Royal Free School of Medicine (London) and an MBA from the Kellogg Graduate School of Management at Northwestern University . The Board cites his broad biotechnology industry experience as qualifications for directorship .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Smith & Nephew Plc | Chief Scientific Officer | 2009–2015 | Senior scientific leadership |
| Biogen Idec | SVP, Business Development | 2005–2009 | Corporate BD leadership |
| Genzyme Corporation | Senior roles in Business Development & Clinical Development; led clinical development of five marketed products | 1999–2005 | Product development leadership |
| Baxter Healthcare Corporation | Executive roles in Medical Marketing & Portfolio Strategy | Not disclosed | Commercial strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Orphalan SA | Chief Executive Officer | Current as of 2025 | Current principal occupation |
| Arix Bioscience plc | Executive Chairman | Apr 2020–Apr 2021 | Public company; governance leadership |
| Bellerophon Therapeutics, Inc. | Chairman of the Board | May 2021–Mar 2024 | Public company board chair |
| Advent Life Sciences | Venture Partner | Current | Investment role |
| Imperial College Dept. of Biomedical Engineering | Advisory Board Member | Not disclosed | Non-profit advisory |
| OPEN-London; British Pakistan Foundation | Advisory Boards | Not disclosed | Non-profit advisory |
Board Governance
- Committee assignments: Member, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Independence: Determined independent under Nasdaq rules (all nominees excluding the CEO independent) .
- Attendance and engagement: Board met 10 times in 2024; each incumbent director attended ≥75% of Board and committee meetings during their service; all directors attended the 2024 AGM .
- Committee activity: Compensation Committee met 5 times in 2024 ; Nominating & Corporate Governance Committee met 4 times in 2024 ; Audit Committee met 4 times in 2024 .
- 2025 election result (proposal 1): For 54,468,817; Against 12,317,559; Withhold 184,663; Broker non-votes 16,688,424 (Amin elected for one-year term) .
- Ownership alignment policy: Non-employee directors must hold equity ≥3× annual cash retainer ($52,100) with a five-year phase-in from July 30, 2024; Dr. Amin is within the phase-in period .
- Hedging/pledging: Directors are prohibited from hedging or pledging Company securities; short sales and trading in puts/calls are also prohibited .
- Compensation Committee interlocks/related-party exposure: No member of the Compensation Committee (including Dr. Amin) had relationships requiring related-party disclosure; no executive officer interlocks with other companies’ compensation committees in 2024 .
Fixed Compensation
Director Cash Fee Policy (effective July 2024):
| Role | Annual Cash Retainer ($) |
|---|---|
| Non-employee director | 52,100 |
| Non-Executive Chair additional retainer | 35,000 |
| Audit Committee Chair | 20,000 |
| Audit Committee member | 10,000 |
| Compensation Committee Chair | 15,000 |
| Compensation Committee member | 7,500 |
| Nominating & Corporate Governance Chair | 10,000 |
| Nominating & Corporate Governance member | 5,000 |
Dr. Amin – 2024 Cash Fees:
| Year | Fees Earned or Paid in Cash ($) |
|---|---|
| 2024 | 34,207 |
Notes:
- Dr. Amin joined the Board in May 2024; cash fees reflect partial-year service and committee memberships (member, Compensation; member, Nominating & Corporate Governance) .
Performance Compensation
Structure and Grants:
| Award Type | Grant Date | Shares/Units | Vesting | Strike/Expiration | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| Initial stock option (upon appointment) | May 17, 2024 | 49,500 options | 1/3 each anniversary over 3 years, subject to continued service | Not disclosed | Included in 2024 option awards total $797,548 |
| Annual stock option (non-employee director grant) | Jul 30, 2024 | 11,000 options | 100% on 1st anniversary or next AGM, subject to service | Not disclosed | Included in 2024 option awards total $797,548 |
| Annual restricted stock award (RSA) | Jul 30, 2024 | 11,000 shares | 100% on 1st anniversary or next AGM, subject to service | N/A | 179,520 |
Dr. Amin – 2024 Director Compensation (mix):
| Year | Option Awards ($) | Stock Awards ($) | Total Compensation ($) |
|---|---|---|---|
| 2024 | 797,548 | 179,520 | 1,011,275 |
Notes:
- Director equity is time-vested; no director performance metrics (TSR, revenue, EBITDA) are disclosed for director awards .
- Company-level anti-hedging/pledging and compensation recovery (clawback) policies exist; clawback applies to executive officers (directors not specified) .
Other Directorships & Interlocks
| Company | Listing Status | Role | Tenure | Committee/Chair Role |
|---|---|---|---|---|
| Arix Bioscience plc | Public (UK) | Executive Chairman | Apr 2020–Apr 2021 | Executive Chair |
| Bellerophon Therapeutics, Inc. | Public (US) | Chairman of the Board | May 2021–Mar 2024 | Board Chair |
No related-party transactions involving Dr. Amin were disclosed in the Compensation Committee interlocks section for 2024 .
Expertise & Qualifications
- Extensive biotechnology leadership across R&D, clinical development, and corporate development; led clinical development of five marketed therapeutics at Genzyme .
- Medical degree (Royal Free School of Medicine) and MBA (Kellogg, Northwestern) .
- Current CEO experience (Orphalan SA) and venture investing (Advent Life Sciences) .
- Board’s stated view: well-qualified to serve based on biotech experience .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Beneficial ownership (shares) | — (none disclosed) | 38,500 |
| Percent of class | <1% (“*”) | <1% (“*”) |
| Unexercised options (as of Dec 31, 2024) | 60,500 | Not disclosed |
| Unvested stock awards (as of Dec 31, 2024) | 11,000 | Not disclosed |
| Ownership guideline status | Subject to five-year phase-in from Jul 30, 2024 | Subject to five-year phase-in; requirement = 3× $52,100 cash retainer |
Policy flags:
- Hedging and pledging of Company stock prohibited for directors .
- Share Ownership & Holding Guidelines with retention obligations if minimum not met after phase-in .
Governance Assessment
- Independence and committees: Independent director; active membership on Compensation and Nominating & Corporate Governance—key oversight functions central to pay, board composition, and governance standards .
- Attendance and engagement: Board and committees active in 2024 (10 Board meetings; 4–5 per committee); all directors met ≥75% attendance and attended 2024 AGM, signaling engagement .
- Shareholder support: 2025 election passed; Amin received 54,468,817 For vs 12,317,559 Against, with 184,663 Withhold and 16,688,424 broker non-votes .
- Alignment and risk controls: Director ownership guideline (3× retainer; five-year phase-in) and strict anti-hedging/pledging policy enhance alignment and mitigate risk .
- Conflicts: Compensation Committee interlocks disclose no related-party transactions for 2024 among committee members (including Amin); Audit Committee charter oversight includes related-party transaction review .