Craig Wheeler
AMICUS THERAPEUTICSAbout Craig A. Wheeler
Independent director since June 2016; age 64. CEO of Headwaters Biotech Advisors LLC; former President & CEO of Momenta Pharmaceuticals (grew from startup to a $6.5B acquisition by J&J in 2020; E&Y Entrepreneur of the Year Regional Award 2011; Boston Globe “Globe 100” #1 company in 2012). Prior roles include President of Chiron Biopharmaceuticals (more than doubled division sales), senior member of BCG’s healthcare practice, and early career at Merck’s MSDRL. Education: B.S. and M.S. Chemical Engineering (Cornell), MBA (Wharton). Wheeler is independent under Nasdaq rules and serves as Chair of Amicus’s Science & Technology Committee and member of its Audit & Compliance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Momenta Pharmaceuticals (Nasdaq: MNTA) | President & CEO | ~14 years; to 2020 | Grew company through launches → $6.5B sale to J&J; E&Y award (2011); Globe 100 #1 company (2012) |
| Chiron Biopharmaceuticals | President | 5 years | Ran fully integrated 2,500-person global pharma; more than doubled global sales |
| The Boston Consulting Group | Senior member, healthcare practice | Prior to Chiron | Corporate/R&D strategy across pharma/biotech |
| Merck (MSDRL) | Research unit | Early career | Scientific foundation in drug development |
| Avanir Pharmaceuticals | Chairman of the Board | Until 2015 | Oversaw transition to fully integrated CNS pharma; acquired by Otsuka for $3.5B |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Apellis Pharmaceuticals, Inc. (Nasdaq: APLS) | Director | Current | Public company board; enhances biotech industry insight |
No related-party transactions disclosed involving Wheeler; the only Item 404 transaction noted was BIO membership dues related to Mr. Crowley’s role at BIO .
Board Governance
- Committee assignments: Chair, Science & Technology; Member, Audit & Compliance. Independent director; Director since 2016 .
- Attendance: Board met 6 times and committees met 22 times in 2024; each director attended ≥75% with overall 98% attendance; all directors attended the 2024 Annual Meeting .
- Committee activity: Audit & Compliance met 5 times (Chair: Sblendorio); Science & Technology met 6 times (Chair: Wheeler; members: Kelly, Wheeler, Roberts) .
| Committee | 2024 Meetings | Wheeler Role |
|---|---|---|
| Audit & Compliance | 5 | Member |
| Science & Technology | 6 | Chair |
- Independence: Board majority independent; Wheeler determined independent under Nasdaq rules .
- Governance processes: Annual board and committee self-evaluation administered by third party plus structured interviews; robust ERM oversight across committees .
Fixed Compensation (Director)
| Metric | FY 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $77,165 |
| Cash Fee Policy Component | FY 2024 Rate |
|---|---|
| Board member annual retainer | $50,000 |
| Chairman of the Board | $75,000 (from Mar 4, 2024) |
| Lead Independent Director | $30,000 |
| Audit & Compliance Committee Chair (incl. membership) | $30,000 |
| Compensation Committee Chair (incl. membership) | $20,000 |
| Nominating & Governance Committee Chair (incl. membership) | $12,500 |
| Science & Technology Committee Chair (incl. membership) | $16,000 |
| Audit & Compliance Committee member | $10,000 (pre-Jun 1, 2024); $12,000 (effective Jun 1, 2024) |
| Compensation Committee member | $10,000 |
| Nominating or Science & Technology Committee member | $7,500 |
Wheeler’s reported cash total of $77,165 reflects pro-ration across assignments and mid-year fee changes .
Performance Compensation (Director Equity)
| Component | FY 2024 Value | Terms |
|---|---|---|
| Stock Awards (RSUs) ($) | $121,667 | Annual grant vests at next Annual Meeting; grant date at Annual Meeting; RSUs comprise 1/3 of annual equity; newly appointed director RSUs vest 25% yearly over 4 years |
| Option Awards ($) | $243,333 | Options comprise 2/3 of annual equity; exercise price = 100% FMV at grant; 10-year term; annual grant vests at next Annual Meeting; initial director options vest 25% at year 1 then monthly over years 2–4 |
| Total Annual Director Equity Grant ($) | $365,000 | |
| Program change (YoY) | Increased from $325,000 (2023) to $365,000 (2024) |
Additional plan safeguards:
- No option/SAR repricing without stockholder approval .
- Dividends/dividend equivalents subject to same vesting as underlying awards; none payable on options/SARs .
- Annual non-employee director compensation cap under 2025 Plan: $750,000 (from 2026; $1,000,000 in first year), excluding chair/lead independent fees and certain extraordinary circumstances .
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Potential Interlocks/Conflicts |
|---|---|---|---|
| Apellis Pharmaceuticals (APLS) | Director | Not disclosed | None disclosed by Amicus; no related-party transactions reported involving Wheeler |
| Avanir Pharmaceuticals (prior) | Chairman of the Board | Not disclosed | Acquired by Otsuka in 2015; historical role |
Expertise & Qualifications
- Deep pharmaceutical leadership across R&D, manufacturing, clinical/regulatory strategy, and commercialization; aligns with Science & Technology Committee chair responsibilities .
- Strategic acumen from BCG; technical foundation from Merck MSDRL; advanced engineering and business training (Cornell; Wharton) .
Equity Ownership
| Ownership Metric | Value |
|---|---|
| Shares Beneficially Owned | 311,887 |
| Ownership % of Outstanding | <1% (307,923,069 shares outstanding basis) |
| Options Outstanding (Aggregate) | 247,670 |
| Options – Vested / Unvested | 205,203 / 42,467 |
| Director Stock Ownership Guideline | 3× annual retainer; 5-year window to attain; compliance monitored; directors “met or are on track” |
| Hedging/Pledging | Prohibited for directors; no short sales; no margin/pledge activity permitted |
Governance Assessment
- Strengths: Independent status; chairs S&T with relevant domain expertise; Audit membership supports risk and compliance oversight; strong attendance (board/committee aggregate 98%) and engagement; anti-hedging/pledging policy; stock ownership guidelines with monitored compliance .
- Alignment: Director pay tilted toward equity (2/3 options, 1/3 RSUs) with annual vest; ownership guidelines and prohibition on hedging/pledging enhance alignment; options feature full FMV strike and 10-year term .
- Pay structure changes: Annual director equity grant increased to $365,000 in 2024 (from $325,000), consistent with market review; oversight guardrails include a formal director compensation cap in the 2025 Plan starting FY2026 .
- Related-party/conflicts: No Wheeler-specific related-party transactions disclosed; only BIO dues tied to Mr. Crowley noted for 2024 .
- Shareholder sentiment: Recent say-on-pay approval ~97% (advisory) suggests broad support for compensation governance, though focused on NEOs; still relevant for overall pay philosophy .
RED FLAGS to monitor
- Pay inflation risk: Upward adjustment of director equity grant (2024) warrants continued benchmarking against peers and alignment with workload/meeting cadence .
- Multi-board service: External public board at Apellis increases time commitments; no conflict disclosed, but monitor for any business overlaps or transactions that could trigger related-party review .