Burke Whitman
AMICUS THERAPEUTICSAbout Burke W. Whitman
Burke W. Whitman, 69, has served as an independent director of Amicus Therapeutics (FOLD) since June 2019. He is a former U.S. Marine Corps Major General and corporate CEO/CFO, with deep healthcare finance and governance experience; he currently serves as Chief Executive of Colmar Holdings. Whitman holds a BA from Dartmouth College, an MBA from Harvard Business School, a Master of Strategic Studies from the U.S. Army War College, and a Master of Ministry from Nashotah House Theological Seminary .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Health Management Associates (NYSE: HMA) | Chief Executive Officer; previously Chief Operating Officer | 1988–2008 (business career period) | Led growth and operations; recognized as Best CEO by Institutional Investor |
| Triad Hospitals (NYSE: TRI) | Chief Financial Officer | 1988–2008 (business career period) | Recognized as Best CFO by Institutional Investor |
| Deerfield Healthcare (private) | President | 1988–2008 (business career period) | Strategic leadership in healthcare |
| Almost Family (Nasdaq: AFAM) | Vice President | 1988–2008 (business career period) | Healthcare services leadership |
| Morgan Stanley (NYSE: MS) | Investment Banker | 1988–2008 (business career period) | Capital markets and strategic finance expertise |
| U.S. Marine Corps | Major General; Senior Reserve Officer; Commanding General (Division and Marine Forces); advisor to U.S. Secretary of Defense | 1985–2019 | Commanded units at every level; multiple combat deployments; senior Pentagon service |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Omega Healthcare Investors (NYSE: OHI) | Director | Current | Healthcare REIT board service; oversight of audit and governance matters (role not specified) |
| Marine Corps Heritage Foundation | Director | Current | Non-profit governance |
| Buckhead Coalition | Member | Current | Civic leadership |
| Business Executives for National Security | Member | Current | National security-focused business network |
| Colmar Holdings | Chief Executive | Current | Private investment firm leadership |
Board Governance
- Independence: The Board determined Whitman is an independent director under Nasdaq rules .
- Committees: Audit and Compliance Committee member; Nominating and Corporate Governance Committee member .
- Attendance: Board/committee attendance was exemplary in 2024—98% overall; all directors met the 75% threshold; all directors attended the 2024 Annual Meeting (individual director attendance beyond nominees not broken out) .
- Tenure: Director since 2019; service continuing through Class II term expiring at the 2027 Annual Meeting .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Board cash retainer | $50,000 | Standard annual retainer for non-employee directors |
| Committee membership fees | $18,665 | Audit member: $10,000 pre–June 1 and $12,000 post–June 1 (annualized); Nominating/Governance member: $7,500; aggregated cash earned totals below |
| Total cash fees earned | $68,665 | Reported cash compensation for Whitman in 2024 |
Performance Compensation
| Equity Component | Grant-Date Fair Value | Structure | Vesting |
|---|---|---|---|
| RSUs (annual director grant) | $121,667 | 1/3 of annual director equity value | Vests in full at next Annual Meeting (one-year vest) |
| Stock Options (annual director grant) | $243,333 | 2/3 of annual director equity value | 10-year term; vest in full at next Annual Meeting (one-year vest); strike = fair market value at grant |
| Total annual director equity | $365,000 | Board increased annual grant to $365,000 in 2024 | Granted at Annual Meeting date; standard terms above |
Performance metric framework (applies to executives; overseen by the Board/Comp Committee) used for PRSUs:
| Metric | Weight | Payout curve highlights |
|---|---|---|
| Relative TSR vs. Nasdaq Biotechnology Index | 50% | 0–200% payout; capped at 100% if absolute TSR negative |
| Revenue Goal | 30% | Internal targets; specific values disclosed post-performance period |
| Pipeline Goal | 20% | Strategy execution milestones |
Director equity grants at FOLD are time-based; directors do not receive PRSUs or bonus metrics. The PRSU metrics above inform board oversight of pay-for-performance for management, not director pay .
Other Directorships & Interlocks
| Company/Institution | Relationship to FOLD | Potential Interlock/Conflict Assessment |
|---|---|---|
| Omega Healthcare Investors (NYSE: OHI) | Healthcare REIT; no disclosed transactions with FOLD | No related-party transactions disclosed involving Whitman; low direct conflict risk given FOLD’s biopharma focus vs. OHI’s healthcare real estate |
| Marine Corps Heritage Foundation; Buckhead Coalition; Business Executives for National Security | Non-profit/civic roles | No FOLD-related transactions disclosed |
Expertise & Qualifications
- Healthcare finance and governance: Former CEO/COO (HMA), CFO (Triad Hospitals), investment banking at Morgan Stanley; recognized by Institutional Investor as repeat Best CFO/Best CEO .
- Military leadership: Commanded Marine units at every level; senior Pentagon service; Major General (ret.) .
- Education: BA (Dartmouth), MBA (Harvard), Master of Strategic Studies (U.S. Army War College), Master of Ministry (Nashotah House) .
- Board skills at FOLD: Contributes strategic finance, organizational leadership, governance; serves on Audit and Compliance and Nominating and Corporate Governance Committees .
Equity Ownership
| Item | Quantity | Detail/Source |
|---|---|---|
| Total beneficial ownership | 297,197 shares | Includes options exercisable within 60 days, RSUs vesting within 60 days, and shares held of record |
| Shares held of record | 86,337 | Direct holdings |
| RSUs outstanding (scheduled to vest within 60 days) | 11,847 | Director RSUs |
| Options exercisable within 60 days | 199,013 | Director options; aggregate outstanding options: 199,013 (156,456 vested / 42,467 unvested) |
| Ownership as % of shares outstanding | ~0.10% | 297,197 / 307,923,069 shares outstanding (as of April 11–12, 2025) |
| Hedging/Pledging | Prohibited | Company policy prohibits hedging and pledging by directors |
| Ownership guidelines | 3× annual director retainer | Directors must maintain holdings equal to 3× cash retainer; all directors have met or are on track |
Governance Assessment
- Board effectiveness: Dual membership on Audit & Compliance and Nominating & Corporate Governance positions Whitman at the center of financial integrity, ERM/compliance oversight, and director selection/refresh—supporting investor confidence .
- Independence and engagement: Independent under Nasdaq; Board attendance strong in 2024; directors collectively engaged through high meeting cadence and ad hoc management interactions; all attended 2024 Annual Meeting .
- Alignment: Director equity is time-based, avoiding metric gaming; stock ownership guidelines and anti-hedging/pledging policies reinforce alignment with shareholders .
- Compensation structure quality: Cash fees are modest and transparent; equity grants standardized; no director-related tax gross-ups or repricings permitted (repricing prohibited without shareholder approval) .
- Conflicts/related parties: No related-party transactions disclosed involving Whitman; Company’s 2024 related-party disclosure limited to BIO dues tied to former Executive Chairman Crowley .
- RED FLAGS: None disclosed for Whitman—no Section 16 delinquency noted, no pledging, no related-party transactions, no attendance issues .
Additional context: Say-on-pay support was ~97% in 2024, indicating broad investor approval of FOLD’s pay practices; board oversight includes independent consultant Pay Governance with no conflicts identified .