Ellen Rosenberg
AMICUS THERAPEUTICSAbout Ellen Rosenberg
Ellen S. Rosenberg, 62, is Chief Legal Officer (since Dec 2018) and Corporate Secretary, and previously served as General Counsel and Corporate Secretary (since Feb 2016). She was Senior Vice President at Shire Pharmaceuticals and Associate General Counsel at EMD Serono (Merck KGaA U.S. affiliate); she holds a B.A. from the University of Connecticut and a J.D. from the University of Pennsylvania Carey Law School . Company performance context during her tenure: FY revenue rose to $528.3M in FY2024 from $399.4M in FY2023 and $329.2M in FY2022*, while EBITDA moved to positive $42.6M in FY2024 after negative in FY2023 and FY2022* (see table below). Values retrieved from S&P Global.*
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $329.233M* | $399.356M* | $528.295M* |
| EBITDA ($USD) | -$199.084M* | -$65.621M* | $42.611M* |
| Values retrieved from S&P Global.* |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Shire Pharmaceuticals | Senior Vice President | Not disclosed | Led complex biopharma legal matters across M&A, licensing, governance, compliance |
| EMD Serono (Merck KGaA U.S.) | Associate General Counsel, Metabolic Endocrinology | Not disclosed | Product launches, IP, risk management, investigations, compliance |
External Roles
No public company board service or external directorships disclosed for Ms. Rosenberg in the proxy .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary Paid ($) | $484,317 | $499,704 | $514,423 |
| Target Bonus % of Base | 45% (Other NEOs) | 45% (Other NEOs) | 45% (Other NEOs) |
| Actual Annual Bonus Paid ($) | $227,878 | $363,420 | $332,886 |
| 401(k) Match and Benefits ($) | $21,748 | $33,170 | $40,475 |
Performance Compensation
Annual Cash Incentive (FY2024)
| Metric | Target | Actual | Payout |
|---|---|---|---|
| Corporate Multiplier | 50–160% | 108% | Applied to all NEOs |
| Individual Multiplier (Rosenberg) | 0–133% | 133% | Applied to Rosenberg |
| Target Bonus % | 45% of base | — | — |
| Bonus Payout ($) | — | — | $332,886 |
Key drivers for Rosenberg’s individual multiplier: partnering to support launches/business activities, leading global IP litigation strategies, advising the Board and leading Board evaluation, and maintaining SEC compliance .
Long-Term Incentive Mix and Grants (FY2024)
- Mix: 1/3 stock options, 1/3 time-based RSUs, 1/3 PRSUs; options vest 25% after 1-year then monthly over 3 years; RSUs vest 25% annually over 4 years; PRSUs earned over 3 years with 0–200% outcome based on performance goals .
- FY2024 Grant Values (fixed-dollar approach): Options $916,659; RSUs $916,662; PRSUs $916,662; Total $2,749,983 .
- FY2024 Granted Units (Jan 2, 2024): Options 108,980 at $14.24; RSUs 63,131; PRSUs tranches with threshold/target/max: 15,783/31,565/63,130; 9,470/18,939/37,878; 6,314/12,627/25,254; grant date fair values per line as disclosed .
PRSU Metrics and Outcomes
| PRSU Cohort | Metric | Weight | Target | Actual/Outcome |
|---|---|---|---|---|
| 2024 PRSU | TSR vs NBI | 50% | 50th percentile = 100% (payout capped at 100% if absolute TSR negative) | In measurement period; targets disclosed, outcomes post-period |
| 2024 PRSU | Revenue | 30% | Not disclosed until period end | In measurement period |
| 2024 PRSU | Pipeline | 20% | Not disclosed until period end | In measurement period |
| 2022 PRSU (settled) | Pompe approvals | 20% | Achieve US/EU/UK + 2 markets = 100% | Achieved 100% |
| 2022 PRSU (settled) | Pipeline strategy | 10% | Board-approved strategy = 100% | Achieved 25% |
| 2022 PRSU (settled) | Profitability (Non-GAAP NI) | 15% | $100M = 100% | $74M = 74% |
| 2022 PRSU (settled) | People & Culture | 5% | Achieve equal-opportunity goals = 100% | Achieved 100% |
| 2022 PRSU (settled) | TSR vs NBI | 50% | 50th percentile = 100% | 72.7th percentile; absolute TSR -12.1%, capped at 100% |
| 2022 PRSU (settled) | Rosenberg Target/Earned Units | — | 73,136 target | 64,800 earned (88.6% overall payout) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Apr 12, 2025) | 890,332 shares; includes 626,427 options exercisable within 60 days, 248,905 directly, 15,000 held by spouse; <1% of shares outstanding |
| Stock Ownership Guidelines | Other executive officers must hold 1× base salary; five-year compliance period; all NEOs/directors have met or are on track |
| Hedging/Pledging | Prohibited for directors, executives, employees; short sales and margin pledging prohibited |
| Insider Trading | Trades require legal pre-clearance and adherence to 10b5-1 plans, with waiting periods; policy filed with 10-K |
| Options/RSUs Outstanding (12/31/2024) | Options exercisable: various tranches; RSUs unvested 63,131 from 2024 grant; PRSUs unearned tranches disclosed; full table in proxy |
| 2024 Activity | Exercised 60,000 options (value realized $506,637); 127,916 shares vested (value $1,485,500) |
Employment Terms
| Provision | Baseline Termination (No CIC) | Change-in-Control (Double Trigger) |
|---|---|---|
| Cash Severance | 12 months base salary | 18 months base salary |
| Bonus | Pro-rated target for months worked | Target annual bonus amount |
| Equity | Accelerate vesting of awards scheduled within 12 months | RSUs/PRSUs/options vest; PRSUs at target or higher per Board determination |
| Benefits | Company-paid healthcare premiums for 12 months | Company-paid healthcare premiums for 18 months |
| CoC Equity Treatment (general) | — | Unvested RSUs generally vest at change in control; options/PRSUs eligible upon qualifying termination (double trigger) |
| Non-Compete / Non-Solicit | 12 months post-termination; confidentiality and inventions transfer obligations | |
| Clawback | Nasdaq-compliant clawback covering stock price/TSR and financials (GAAP and non-GAAP); 3-year lookback |
Quantified scenarios for Ellen S. Rosenberg (12/31/2024):
- Termination without cause (no CIC): Salary $515,000; Bonus $231,750; Benefits $46,457; Equity vesting value $1,314,439; Total $2,107,646 .
- CIC termination (without cause or good reason within 12 months): Salary $772,500; Bonus $231,750; Benefits $69,826; Equity vesting value $2,893,598; Total $3,967,674 .
- Retirement eligibility: Rosenberg met plan Retirement Criteria; potential RSU/PRSU vesting acceleration valued at $2,413,150; options had no incremental value in this scenario .
Compensation Structure Analysis
- Cash vs equity mix: Majority of NEO pay is long-term incentives; for NEOs (ex-CEO) ~77% was LTI in 2024; PRSUs and options reflect at-risk structure .
- Shift to RSUs/PRSUs: Annual LTI split evenly across options, RSUs, PRSUs, reinforcing pay-for-performance alignment via TSR/pipeline/revenue goals .
- No tax gross-ups (except relocations), no guaranteed bonuses, no option repricing without shareholder approval .
- Say-on-pay support strong: 97% approval in 2024; 98% in 2023 .
Deferred Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Aggregate Balance | $583,195 | $387,153 |
| Aggregate Earnings (Change) | $81,376 | $(196,042) |
| Notes: Rosenberg is the only NEO participant; deferrals are fully vested; stock deferral tied to Amicus stock value . |
Performance & Track Record
- 2024 corporate scorecard achievements supported a 108% corporate multiplier, including Galafold net sales of ~$458.5M, launch progress for Pombiliti + Opfolda, non-GAAP profitability, and culture goals .
- For the 2022 PRSU cohort settled in early 2025, Company delivered mixed outcomes across goals; overall payout at 88.6% of target with TSR capped due to negative absolute TSR .
Compensation Peer Group and Governance
- Peer group includes Acadia, Alkermes, Apellis, Axsome, Blueprint, Catalyst, Exelixis, Halozyme, Harmony Biosciences, Insmed, Ionis, Ironwood, Mirum, PTC Therapeutics, Travere, Ultragenyx; Pay Governance LLC engaged as independent consultant; no conflicts .
- Stock ownership guidelines monitored; hedging/pledging prohibited; insider trading policy mandates pre-clearance and 10b5-1 plans .
Investment Implications
- Alignment: Strong pay-for-performance structure with material PRSU weighting tied to TSR, revenue, and pipeline; clawback in place; prohibitions on hedging/pledging reduce misalignment risks .
- Retention: Double-trigger CIC economics and quantified severance provide stability, while retirement eligibility creates a potential near-term vesting event risk ($2.41M RSU/PRSU acceleration) that could contribute to supply if shares are sold post-delivery under 10b5-1 plans .
- Execution signals: Rosenberg’s 133% individual multiplier reflects impactful legal/IP leadership and governance support, relevant for ongoing litigation/regulatory strategies that affect revenue durability and margin trajectory .
- Context: Revenues and EBITDA improved through FY2024*, supporting higher variable pay outcomes; continued TSR pressure evidenced by capped PRSU payouts underscores market sensitivity to execution and pipeline . Values retrieved from S&P Global.*
All company-specific claims and numbers are sourced from Amicus Therapeutics’ 2025 DEF 14A and related filings. Values retrieved from S&P Global* for the financial performance table.