Margaret McGlynn
AMICUS THERAPEUTICSAbout Margaret G. McGlynn
Independent director since 2009; age 65. Former 26‑year Merck senior executive (President, Global Vaccines & Infectious Disease; President, U.S. Hospital & Specialty Products) and later CEO/President of the International AIDS Vaccine Initiative. Education: B.S. in Pharmacy, M.B.A. in Marketing, and honorary doctorate in sciences from SUNY Buffalo. Currently Chair of Novavax’s Board; at Amicus, Chair of the Compensation & Leadership Development Committee and member of the Nominating & Corporate Governance Committee. Attendance in 2024: 100% of Board and committee meetings for which she is a member; Board independence confirmed.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co., Inc. | President, Global Vaccines & Infectious Disease; President, U.S. Hospital & Specialty Products; other senior leadership roles | 26 years (dates not individually disclosed) | Led commercialization across therapeutic areas/geographies; large‑scale org management |
| International AIDS Vaccine Initiative | Chief Executive Officer & President | Post‑Merck (dates not disclosed) | Global non‑profit leadership in infectious disease |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novavax, Inc. (NASDAQ: NVAX) | Chair of the Board | Current | Board leadership of global vaccine company |
| Vertex Pharmaceuticals (prior) | Director (prior) | Prior | Board service at large-cap biotech |
| Air Products & Chemicals (prior) | Director (prior) | Prior | Board service at industrials company |
| Orphan Technologies Ltd. (prior) | Director (prior) | Prior | Board service in rare-disease biotech |
| HCU Network America | Chair of the Board | Current | Rare disease patient advocacy leadership |
| University at Buffalo Foundation | Trustee | Current | Higher-education foundation governance |
Board Governance
- Committee assignments: Chair, Compensation & Leadership Development; Member, Nominating & Corporate Governance. Other FOLD committees met as follows in 2024: Compensation & Leadership Development (6 meetings), Nominating & Corporate Governance (5), Audit & Compliance (5), Science & Technology (6).
- Independence: Board determined McGlynn is independent under Nasdaq rules; overall majority of the Board is independent.
- Attendance and engagement: Directors achieved 98% overall attendance; McGlynn attended 100% of meetings; all directors attended the 2024 Annual Meeting. Board members dedicate significant ad hoc time and engage with investors via the Nominating & Corporate Governance Committee.
- Board leadership: Independent Chairman (Michael G. Raab) since March 4, 2024; Lead Independent Director role deemed unnecessary under current structure.
- Compensation governance: As Chair, McGlynn oversees pay programs and human capital initiatives; the committee retains independent consultant Pay Governance, which reported no conflicts of interest.
- Policies supporting investor alignment: Stock ownership guidelines (directors: 3× annual retainer; compliance monitored; directors/executives on track), strict anti‑hedging/pledging policy, formal Insider Trading Policy, and Nasdaq‑aligned clawback policy adopted Nov 2, 2023 (effective Oct 2, 2023).
- Shareholder sentiment: 97% “Say on Pay” support in 2024; proactive investor engagement by IR team and Board leadership.
Fixed Compensation (Director)
| Component | Policy Detail | McGlynn 2024 Actual |
|---|---|---|
| Board annual cash retainer | $50,000 | $50,000 (included in total below) |
| Committee chair fees | Compensation Chair: $20,000 (inclusive of membership fee) | $20,000 |
| Committee membership fees | Nominating & Corporate Governance member: $7,500 | $7,500 |
| Other cash roles | Lead Independent Director $30,000; Chairman $75,000; Audit member $10,000 rising to $12,000 (effective June 1, 2024); Compensation member $10,000; Science & Tech member $7,500 | Not applicable to McGlynn in 2024 (not LID/Audit/S&T member) |
| Total cash fees (2024) | Sum of applicable retainer and committee fees | $77,500 |
| Annual equity grant (non‑employee director) | $365,000 total fixed value; 2/3 options, 1/3 RSUs; vest in full at next Annual Meeting; 10‑year option term; exercise price = grant‑date fair market value | RSU grant value $121,667; Option grant value $243,333; total $365,000 |
Vesting/Grant Process: Annual director grants made on Annual Meeting date; vest fully on first anniversary/next Annual Meeting; options at 100% fair market value, 10‑year term. Initial grants for newly appointed directors total $500,000 (50% RSUs/50% options) with four‑year vesting (25% annually; monthly pro‑rata option vest after year 1).
Performance Compensation
- Directors do not receive performance‑conditioned awards; annual director equity is time‑based. As Compensation Chair, McGlynn oversees executive PRSU design with rigorous metrics and guardrails.
2024 PRSU Metrics & Weights (Executive Plan Oversight)
| Metric | Weight | Notes |
|---|---|---|
| Total Shareholder Return (relative to Nasdaq Biotechnology Index) | 50% | Negative TSR caps payout at 100%; otherwise threshold‑max scale from 30th–90th percentile (50%–200%) |
| Revenue Goal | 30% | Company‑specific revenue targets (confidential until performance period ends) |
| Pipeline Goal | 20% | Board‑approved pipeline strategy/progress (confidential until period ends) |
2022 PRSU Outcomes (Three‑Year Period ended 2024; paid in Feb 2025)
| Metric | Weight | Result | Payout |
|---|---|---|---|
| Pompe regulatory approvals across U.S./EU/UK + markets | 20% | Achieved target (U.S., EU, UK, +2 additional) | 100% |
| Pipeline strategy development/approval | 10% | Board submission (no formal approval) | 25% |
| Non‑GAAP Profitability | 15% | $74M Non‑GAAP Net Income | 74% |
| People & Culture | 5% | Revised goal; equal‑opportunity initiatives | 100% |
| Relative TSR vs NBI | 50% | 72.7th percentile; absolute TSR −12.1% | 100% (capped due to negative TSR) |
| Total PRSU payout | — | Weighted aggregate | 88.6% of target |
Other Directorships & Interlocks
| External Board | Overlap with Amicus stakeholders | Potential Conflict/Interlock Considerations |
|---|---|---|
| Novavax (Chair) | Distinct focus (vaccines) vs Amicus (rare genetic diseases) | Low operational conflict; time commitment mitigated by 100% attendance at Amicus and strong governance engagement |
| Vertex; Air Products; Orphan Technologies (prior) | Historical roles only | No current interlocks disclosed with Amicus suppliers/customers/competitors |
| HCU Network America; University at Buffalo Foundation | Non‑profit roles | No related‑party transactions disclosed; advocacy experience additive to rare‑disease mission |
Compensation Committee Interlocks: None—committee members were non‑employees; no cross‑board executive officer interlocks reported.
Expertise & Qualifications
- Deep pharmaceutical commercialization leadership and global operations experience from Merck; extensive boardroom and patient‑advocacy leadership.
- Specific governance and compensation expertise cited by Amicus; comprehensive understanding of pay practices and organizational development.
- Academic credentials in pharmacy and marketing; honorary doctorate in sciences.
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Beneficial ownership | 268,670 shares | Less than 1% of outstanding shares (307,923,069 as of Apr 11, 2025) |
| RSUs outstanding | 49,072 | Includes deferred RSUs (5,855 vested 6/4/2021 → delivery 6/4/2025; 10,115 vested 6/10/2022 → 6/10/2026; 12,671 vested 6/9/2023 → 6/9/2027; 8,584 vested 6/8/2024 → 6/8/2028) |
| Options outstanding | 257,670 | 215,203 vested / 42,467 unvested at 12/31/2024 |
| Ownership guidelines | Directors: 3× annual retainer; all directors on track or in compliance; monitored annually | Prohibitions on hedging/pledging reinforce alignment |
Deferral Programs Available: RSU Deferral Plan (fully vested RSUs may be deferred to elected dates); Cash Deferral Plan (fees may be deferred; earnings credited per plan). McGlynn’s RSU deferrals documented above.
Governance Assessment
- Strengths: Independent director with 100% attendance and significant pharma leadership; chairs a well‑structured, independent Compensation & Leadership Development Committee with conflict‑free consultant support; robust pay‑for‑performance oversight evidenced by multi‑metric PRSUs and TSR caps; strong governance policies (stock ownership, anti‑hedging/pledging, clawback, insider trading); high shareholder support (97% say‑on‑pay).
- Alignment: Material equity in director pay (≈82% equity for McGlynn in 2024), RSU deferrals extend holding periods, and ownership guidelines promote “skin‑in‑the‑game.”
- Engagement signals: Documented investor engagement through governance committee; Board leadership review ensured adequate time commitment; McGlynn’s perfect attendance supports effectiveness.
- Potential watch‑items: External chair role at Novavax increases time demands, but attendance and committee deliverables indicate capacity; director option grants (common in biotech) can increase equity leverage—counterbalanced by strict trading/hedging policies and vesting guardrails.