Lynn Bleil
AMICUS THERAPEUTICSAbout Lynn D. Bleil
Independent director at Amicus Therapeutics (FOLD) since September 2018; Class I director with term expiring at the 2026 Annual Meeting. Age 61. Former Senior Partner at McKinsey & Company where she led the West Coast Healthcare Practice and was a core leader of McKinsey’s worldwide Healthcare Practice. Education: B.S.E. in Chemical Engineering (Princeton University) and M.B.A. (Stanford Graduate School of Business). Current roles include Chair of the Nominating and Corporate Governance Committee and member of the Compensation and Leadership Development Committee. Independence affirmed under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Senior Partner; led West Coast Healthcare Practice; core leader of worldwide Healthcare Practice | 25 years; retired 2013 | Strategic, organizational, operational advisory expertise in healthcare |
| DST Systems, Inc. | Director | Not disclosed | Not disclosed |
| Auspex Pharmaceuticals | Director | Not disclosed | Not disclosed |
| Stericycle, Inc. | Director | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sonova Holding AG (VX: SOON) | Director | Not disclosed | Not disclosed |
| Alcon AG (NYSE: ALC) | Director | Not disclosed | Not disclosed |
| Intermountain Wasatch Back Hospitals Community Board | Chair | Not disclosed | Community/health governance leadership |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation & Leadership Development.
- Independence status: Independent under Nasdaq; majority of the Board independent.
- Attendance and engagement: Board met 6 times; committees met 22 times in 2024; directors achieved 98% overall attendance, no director missed more than one meeting (except Dr. Roberts who missed two committee meetings due to illness). All directors attended the 2024 Annual Meeting; directors engage extensively outside formal meetings.
- Term structure: Class I (Bleil) term expires 2026.
- Board policies: Annual self-evaluation; governance guidelines and committee charters available; stock ownership guidelines; anti-hedging and anti-pledging policies.
| Committee | Role | 2024 Meeting Count | Notes |
|---|---|---|---|
| Nominating & Corporate Governance | Chair | 5 | Oversees nominations, governance principles, investor sentiment/engagement |
| Compensation & Leadership Development | Member | 6 | Independent consultant Pay Governance retained; no committee interlocks disclosed |
Fixed Compensation
| Component | Policy Detail | 2024 Amount (Bleil) |
|---|---|---|
| Base Board retainer (cash) | $50,000 per year for non-employee directors | Included in Fees Earned |
| Nominating & Corporate Governance Chair fee (cash) | $12,500 per year (inclusive of committee membership fee) | Included in Fees Earned |
| Compensation Committee membership fee (cash) | $10,000 per year | Included in Fees Earned |
| Total cash fees paid | Sum of cash components based on roles held | $73,125 (Fees Earned or Paid in Cash) |
- Director ownership guideline: 3x annual retainer; compliance monitored annually; all directors have met or are on track.
Performance Compensation
| Award Type | 2024 Grant Value (Bleil) | Vesting/Term | Structure |
|---|---|---|---|
| RSUs | $121,667 | Annual grant vests at next Annual Meeting | 1/3 of annual director equity value |
| Stock Options | $243,333 | 10-year term; exercise price = FMV at grant; annual grant vests at next Annual Meeting | 2/3 of annual director equity value |
| Total Annual Director Equity | $365,000 (policy increased from $325,000 in 2024) | — | Options and RSUs granted on Annual Meeting date; options not discounted |
- Deferral programs: Directors may defer RSUs (Stock Deferral Plan) and cash fees (Cash Deferral Plan). Deferred RSUs are fully vested and paid at elected distribution date; deferred cash credited to bookkeeping account; no company match.
- Director compensation cap: 2025 Plan limits annual director compensation to $750,000 (or $1,000,000 in first year), excluding chair/lead director fees and extraordinary circumstances.
Note: Director equity awards are time-based; no performance metrics are applied to director compensation.
Other Directorships & Interlocks
| Company | Sector Relationship to Amicus | Potential Interlock/Conflict Considerations |
|---|---|---|
| Sonova Holding AG | Hearing care devices; not a direct biopharma competitor | No related-party transactions disclosed in proxy; independence affirmed |
| Alcon AG | Ophthalmic devices/pharma; not a rare disease competitor | No compensation committee interlocks; independence affirmed |
- Compensation Committee Interlocks: None reported for directors serving on Amicus’s Compensation & Leadership Development Committee.
Expertise & Qualifications
- Healthcare strategy, business development, go-to-market, reimbursement, and policy expertise; extensive advisory experience to healthcare and biopharma executives and boards.
- Qualifications support roles as Nominating & Corporate Governance Chair and Compensation Committee member.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | RSUs Outstanding | RSU Deferral Schedule | Options Outstanding (Vested/Unvested) |
|---|---|---|---|---|---|
| Lynn D. Bleil | 245,332 | <1% (asterisk) | 55,322 | 6,250 (vested 6/4/2020; deferred to 6/4/2030); 5,855 (vested 6/4/2021; deferred to end of service); 10,115 (vested 6/10/2022; deferred to 6/10/2030); 12,671 (vested 6/9/2023; deferred to 6/9/2031); 8,584 (vested 6/8/2024; deferred to 6/8/2031) | 207,127 total; 164,660 vested / 42,467 unvested |
| Directors prohibited from hedging/pledging | Policy prohibits hedging, short sales, and pledging; margin accounts disallowed. | — | — | — | — |
Governance Assessment
- Board effectiveness: Strong engagement and attendance (98% overall), active investor outreach via Nominating & Corporate Governance Committee, and annual Board/committee self-evaluations; governance guidelines in place.
- Independence and committees: Independent director with Chair and Compensation roles aligned to her expertise; no committee interlocks or related-party exposures disclosed.
- Alignment and incentives: Director equity mix emphasizes long-term alignment (options and RSUs) with ownership guidelines (3x retainer); ability to defer RSUs/cash extends alignment horizon.
- Pay structure: 2024 director equity grant value increased to $365,000 (from $325,000) following market review; aggregate annual director compensation capped by 2025 Plan. Monitor for pay inflation but current totals (Bleil: $438,125) are within policy norms.
- Say-on-pay signal: Executive compensation received ~97% approval in 2024, indicating investor support for broader governance and pay practices.
RED FLAGS
- Overboarding risk: Ms. Bleil serves on two other public company boards (Sonova, Alcon). Company guidelines establish limits on outside boards; no attendance concerns reported, but ongoing monitoring is prudent.
- No hedging/pledging: Policy prohibition reduces alignment risk; no pledging disclosed.
Notes
- Term and classification: Class I director; term ends 2026.
- All directors attended the 2024 Annual Meeting.